SOL Global Investments : 2025 Q3 Management's Discussion & Analysis

SOL Global Investments Corp. MANAGEMENT'S DISCUSSION AND ANALYSIS For the three and nine-month period ended August 31, 2025 and the three and nine-month period ended August 31, 2024

(Expressed in Canadian Dollars)

Dated as of October 30, 2025

Page 1 of 76

INTRODUCTION

SOL Global Investments Corp. (the "Company" or "SOL Global") was incorporated under the laws of the Province of Ontario, Canada on January 28, 2005. The common shares of the Company (the "Common Shares") are listed on the Canadian Securities Exchange (the "CSE") under the symbol "SOL", the OTCID in the United States of America under the symbol "SOLCF", and on the Frankfurt Exchange under the symbol "9SB". The Canadian dollar is the Company's functional and reporting currency. Unless otherwise noted, all dollar amounts within this report are expressed in Canadian dollars. This management discussion and analysis ("MD&A") is dated October 30, 2025, and should be read in conjunction with the unaudited interim condensed financial statements of the Company for the three and nine-month period ended August 31, 2025 and the three and nine-month period ended August 31, 2024 (the "Financial Statements"). Additional information about the Company is available on the Company's SEDAR profile at https://www.sedar.com or the Company's website at https://solglobal.com/.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking information and statements ("forward-looking statements") within the meaning of applicable securities laws, which may include, but are not limited to, statements with respect to the future financial or operating performance of the Company. Forward-looking statements contained herein that are not clearly historical in nature may constitute forward-looking information. Forward-looking statements reflect the current expectations of management regarding the Company's future growth, results of operations, performance and business prospects and opportunities. Wherever possible, words such as "may", "will", "expect", "likely", "should", "would", "plan, "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions and grammatical variations thereof, have been used to identify these forward-looking statements. These statements reflect management's current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause the actual results, performance or events to be materially different from any future results, performance or events that may be expressed or implied by such forward-looking statements, including, without limitation, those listed in the "Risk Factors" section of this MD&A. Although the Company has attempted to identify important factors that could cause actual results, performance or events to differ materially from those described in the forward-looking statements, there could be other factors unknown to management or which management believes are immaterial that could cause actual results, performance or events to differ from those anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or events may vary materially from those expressed or implied by the forward-looking statements contained in this MD&A. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements. Forward-looking statements contained herein are made as of the date of this MD&A and the Company assumes no responsibility to update forward looking statements, whether as a result of new information or otherwise, other than as may be required by applicable securities laws.

BUSINESS OVERVIEW

SOL Global is a diversified international investment and private equity holding company engaged in the small and mid-cap sectors. On November 4, 2024, the company announced a strategic shift, with the Company now focusing on investing in the Solana blockchain network. The Company is pioneering institutional investment in the Solana ecosystem. As one of the first publicly traded companies globally focused on Solana investment, SOL Global aims to provide significant public exposure to the Solana blockchain through token acquisition, staking for yield generation, and investments in early-stage ventures being built on Solana.

The Company's investment objectives are to provide shareholders with long-term capital appreciation, dividends and interest by investing in an actively managed portfolio of securities of public and private companies. These companies may be operating in or derive a significant portion of their revenue from the crypto, industry. The Company continues to seek value investments and have invested significant capital in opportunities in other industries, with a view towards the Company's investment objectives. The Company plans to reinvest any profits on its investments to further the growth and development of the Company's investment portfolio.

DIGITAL ASSETS RISK

The Company operates within the dynamic and highly speculative sectors of digital assets, blockchain technology, and cryptocurrencies. These industries are subject to significant risks and uncertainties that may impact the Company's financial performance and operations. The Company faces various risks and uncertainties related to its Solana assets, investments in blockchain technologies, and the digital asset sector. These include the Company's ability to execute its business and investment plans, secure financing, and expand its Solana-related investments. Other factors include currency exchange and interest rate fluctuations, and the speculative nature of cryptocurrencies. These challenges may impact the Company's performance, financial stability, and ability to continue operations. Readers should carefully consider these risks before making any investment decisions.

Risks also stem from potential adverse changes in the Solana ecosystem, the volatility of cryptocurrency prices, competition within the blockchain industry, regulatory changes in decentralized finance and digital assets, and general economic, political, and social uncertainties in Canada and the United States. Prices of cryptocurrencies, including Solana assets, are inherently volatile and may experience significant fluctuations due to market conditions, investor sentiment, technological advancements, and macroeconomic factors. Risks associated with the implementation and management of blockchain technologies and Solana-related investments, including security vulnerabilities, technological disruptions, and scalability challenges. Dependence on third-party platforms and networks, such as the Solana blockchain, which may face operational disruptions or technological failures. Regulatory risks for digital assets and blockchain technology poses uncertainties regarding compliance, restrictions, or new regulations that could adversely affect the Company's operations. The potential for heightened governmental scrutiny or enforcement actions related to cryptocurrencies and decentralized finance.

Competition in blockchain technology and the broader digital asset industry may impact the Company's ability to maintain or grow its market position. General economic, political, and social uncertainties in jurisdictions where the Company operates, which may affect investor confidence and operational stability. The speculative nature of digital assets may result in limited liquidity for certain investments, posing challenges for asset valuation and disposition.

Risks associated with blockchain technologies, including hacking attempts, data breaches, and other cybersecurity threats targeting digital asset holdings or platforms. The Company's reliance on the continued development and adoption of blockchain technologies, including the Solana ecosystem. Dependence on skilled personnel with expertise in blockchain technology and digital asset management, along with challenges in recruiting and retaining qualified individuals. Digital assets may lack standardized accounting principles, making accurate valuation challenging and subject to changes in market conditions or industry practices.

Given these risks and uncertainties, the Company's performance, financial condition, and ability to continue as a going concern may be materially affected. Stakeholders should carefully consider these factors when evaluating the Company's financial statements and future prospects.

UNITED STATES REGULATORY RISK AROUND THE CANNABIS INDUSTRY In the United States of America, the possession and/or use of cannabis or cannabis related products remains in violation of federal law as cannabis continues to be categorized as a Schedule I controlled substance under the U.S. Controlled Substances Act (the "CSA"). However, medical and adult-use cannabis has been legalized and is regulated in certain states. Thirty-six states, four of five permanently inhabited U.S. territories and the District of Columbia recognize, in some way medical use of cannabis. In addition, fifteen states plus the District of Columbia recognize, in some way adult recreational use of cannabis. As such, companies who are involved in the cannabis industry in the United States are subject to conflicting and inconsistent state and federal legislation, regulation, and enforcement. Presently, violations of federal laws and regulations in the United States of America may result in fines, penalties, administrative sanctions, convictions or settlements arising from either civil or criminal proceedings commenced by the United States federal government or private citizens. Finally, given the inconsistency in the laws at the federal and state level in the United States of America, the approach to the enforcement of cannabis laws may change at any time. For the reasons set forth above, the Company's existing interests and operations in the United States cannabis markets may become the subject of heightened scrutiny by regulators, stock exchanges, clearing agencies and other authorities due to the fact that the possession and/or use of cannabis or cannabis related products remains illegal under U.S. federal law, and that enforcement of relevant laws is uncertain and, therefore, a significant risk. Readers are also encouraged to review the following sections of this MD&A: "Regulatory Developments - Regulatory Developments in the United States", "Issuers with U.S. Cannabis-Related Assets" and "Risk Factors". As at August 31, 2025, the fair value of the Company's investments in cannabis in the United States of America totaled $Nil (November 30, 2024: $0.3 million). The fair value of non-U.S. cannabis, cannabis related investments and non-cannabis investments totaled $3.2 million (November 30, 2024:

$35.8 million). In all U.S. jurisdictions in which the Company or its subsidiaries, as applicable, carries out cannabis-related activities, it (or the applicable subsidiaries) has obtained legal advice regarding compliance with applicable state regulatory frameworks, exposure and implication arising from U.S. federal laws in the states where it conducts operations. As of the date hereof, neither the Company nor, to its knowledge, any of its subsidiaries in which the Company has "direct", "indirect" or "material ancillary involvement" in the U.S. cannabis industry (as described under Staff Notice 51-352) have received any notices of violation, denial or non-compliance from U.S. authorities, and the Company believes that the activities of its subsidiaries who are engaged in direct involvement of the cultivation or distribution of cannabis in the United States are being done in compliance with applicable state law, however strict compliance with state laws may not act as a shield to federal criminal liability. See "Risk Factors" and "Regulatory Developments" in this MD&A.

Notwithstanding the illegality of cannabis under U.S. federal law, the Company has historically had access to both public and private capital in Canada in order to continue to support its continuing operations, including public and/or private equity offerings of its Common Shares, warrants, convertible debentures and notes. The Company's executive team and the Board also have extensive relationships with sources of private capital (such as funds and high net worth individuals), that could potentially be available. Commercial banks, private equity firms and venture capital firms have approached the cannabis industry cautiously to date. However, there are increasing numbers of high-net-worth individuals and family offices that have made meaningful investments in companies and projects similar to the Company's projects. Although there has been an increase in the amount of private financing available over the last several years, there is neither a broad nor deep pool of institutional capital that is available to issuers that are involved in the cannabis industry. There can be no assurance that additional financing will be available to the Company when needed or on terms which are acceptable. See "Risk Factors" in this MD&A.

Strategic Reorganization of Non-Solana Assets and Removes All Encumbered Debt

On December 20, 2024, SOL Global Investments Corp. announced the execution of a letter of intent (LOI) to transfer all its assets, except for its Solana token holdings, into a newly formed special entity. This strategic move aimed to sharpen the Company's focus on blockchain innovation, particularly its significant Solana position, and separate its new approach from historical liabilities.

SOL Global settled most of its liabilities through equity in the Asset Vehicle, relieving it of responsibility for the transferred obligations This strategic reorganization removed historical liabilities from SOL Global's balance sheet and allowed the Company to concentrate on its core focus-expanding its position in Solana and advancing its blockchain innovation initiatives.

On February 28, 2025, the reorganization was completed. SOL Global retained a minority stake in the SPV, which became an independent entity. After the transaction, the Company held investments in Solana, McQueen and equity interest in the SPV. The reorganization aimed to enhance shareholder value and improve SOL Global's ability to raise capital and attract institutional investors. The Company intended to invest the remaining cash from the asset liquidation into additional Solana tokens.

In the future, SOL Global planned to continue focusing on blockchain innovation and may alter its investment strategy at any time, including potentially investing in other blockchain-related assets. Additionally, SOL Global applied to list on the Nasdaq exchange to expand its investor base and access new capital.

Private Placement Life Financing

The company announced the completion of its brokered private placement, raising gross proceeds of $3.6 million by selling 18,000,000 units at $0.20 per unit. Each unit consisted of one common share and one-half of a common share purchase warrant, with each whole warrant exercisable at $0.30 per share for 24 months.

Debenture Financing

During the period, the company completed a C$4,000,000 private placement in four tranches of C$1,000,000 each, issuing 1,000 units per tranche at C$1,000 per unit. Each unit consisted of a C$1,000 convertible debenture (convertible at C$0.40 per share) and 1,818 warrants (exercisable at C$0.55 per share for 12 months). The debentures are subject to forced conversion or redemption under certain share price conditions.