RETRANSMISSION: Sol Strategies Signs Definitive Agreement for the Acquisition of Validators and Leadership from Orangefin Ventures

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Sol Strategies Strengthens Its Staking Infrastructure with Orangefin Acquisition

Toronto, Ontario--(Newsfile Corp. - December 23, 2024) - Sol Strategies Inc. (CSE: HODL) (OTC Pink: CYFRF) ("Sol Strategies" or the "Company"), a publicly traded Canadian company actively investing in, supporting, and providing infrastructure for the Solana blockchain and ecosystem, today announced it has entered into a definitive agreement dated December 20, 2024 to acquire three validators (the "Acquisition") from Orangefin Ventures, a leader in high-performance blockchain infrastructure solutions. In addition to the validators, Max Kaplan, founder of Orangefin Ventures, will join as the Company's new Head of Staking.

The acquired validators operate on the Solana, Solana Testnet, and Arch Testnet networks (the "Validators"). Upon completion of the Acquisition, Sol Strategies will have increased its staked SOL to 1,505,145 SOL (CAD $406,852,077) across its validator operations, of which Sol owns 142,801 SOL, at an approximate average of 9% annual percentage yield ("APY"). Post-acquisition, Sol Strategies will manage the staked SOL across its validators as follows:

  • 193,790 SOL (CAD $52,382,903) on Sol Strategies' proprietary validator, of which 142,684 SOL is delegated by the Company.

  • 677,136 SOL (CAD $183,034,982) on Sol Strategies' recently acquired Cogent Crypto validator.

  • 634,219 SOL (CAD $171,434,192) on Sol Strategies' recently acquired Orangefin Ventures' Solana validator.

This combined portfolio enhances Sol Strategies' revenue streams, delivering predictable staking income and further solidifying its position as a leading infrastructure provider in the Solana ecosystem.

*The above Canadian dollar (CAD) amounts are based on prices and foreign exchange rates quoted by Coinbase (https://www.coinbase.com/converter/sol/cad and https://www.coinbase.com/converter/btc/cad) and using https://www.google.com/finance/quote/USD-CAD as at 6:00 pm ET on December 19, 2024.

The Acquisition will be completed for a purchase price of USD$6,500,000 (approximately CAD $9.4 million), payable through a combination of cash and common shares of Sol Strategies. Pursuant to the terms of the Agreement, Sol Strategies will acquire a 100% ownership interest in the Validators and all ancillary rights and assets required for the management of the Validators (the "Purchased Assets"). The Agreement also provides that in consideration for the Purchased Assets, the Company will (i) pay USD$750,000 (approximately CAD $1.1 million) in cash or through stablecoin on closing of the Acquisition ("Closing"), (ii) issue USD$750,000 in common shares of Sol Strategies (each, a "Common Shares") on Closing (valued at a price of CAD $2.14 per Common Share for a total of 503,621 Common Shares), and (iii) issue US$5,000,000 in additional Common Shares (valued at the trading price per Common Share at the time of issuance) in six equal tranches every six months over a period of three years from Closing. The Acquisition also includes performance-based milestones that align the interests of the Orangefin Ventures team with those of Sol Strategies and its shareholders.