Banxa Holdings and OSL Group Complete Previously Announced Take-Private Transaction

Banxa Holdings Inc. (TSXV: BNXA) (OTC Pink: BNXAF) (FSE: AC00) ("Banxa" or the "Company") and OSL Group Limited (863.HK) ("OSL") are pleased to announce the closing of the previously announced plan of arrangement (the "Arrangement") involving OSL and OSL BNXA Acquisition Inc. (the "Purchaser" and together with OSL, the "OSL Group"), pursuant to which the Purchaser has acquired all of the issued and outstanding common shares of the Company (the "Banxa Shares") by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

The Arrangement became effective as of 12:01 a.m. (Vancouver time) on January 2, 2026. As a result, and in accordance with the terms of the arrangement agreement dated June 27, 2025, among Banxa and OSL Group, each registered holder of Banxa Shares is entitled to receive cash consideration of C$1.55 (the "Consideration") for each Banxa Share held. Upon completion of the Arrangement, Banxa became a wholly-owned subsidiary of the Purchaser.

"Today marks a pivotal milestone in Banxa's journey. By officially joining the OSL Group, we are uniting our extensive global payment network with Asia's leading stablecoin and trading infrastructure. This combination creates a powerful, regulated engine that will accelerate our shared mission to bridge the gap between traditional finance and the digital asset economy, enabling seamless global commerce for our partners and their users," said Zafer Qureshi, Co-Chief Executive Officer of Banxa.

Further details regarding the Arrangement are set out in the management information circular of the Company dated July 25, 2025 (the "Company Circular"), which is available on the Company's SEDAR+ profile at http://www.sedarplus.ca. The Company has applied to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Company's public reporting requirements. The Banxa Shares are currently listed on the facilities of the TSX Venture Exchange (the "TSXV"), the OTC Pink Limited Market (the "OTC") and the Frankfurt Stock Exchange (the "FSE"). It is expected that the Banxa Shares will be delisted from the facilities of the TSXV as of the close of business on January 5, 2026, and, following such delisting, it is further expected that the Banxa Shares will be delisted from the facilities of the OTC and FSE, respectively.

Information on Receiving the Consideration

Registered Shareholders

In order to receive the Consideration in exchange for their Banxa Shares, registered shareholders must complete, execute and deposit with TSX Trust Company (the "Depositary"), the depositary appointed in respect of the Arrangement, the letter of transmittal (the "Letter of Transmittal") previously mailed to registered shareholders, duly executed in respect of their Banxa Shares, and if applicable, the physical certificate(s) representing their Banxa Shares, all in accordance with the instructions provided in the Letter of Transmittal. The Letter of Transmittal is also available by contacting the Depositary and online under the Company's issuer profile on SEDAR+ at www.sedarplus.ca. If you have any questions or need assistance with the delivery of your Banxa Shares and your Letter of Transmittal, please contact the Depositary by telephone at +1-416-342-1091 or +1-866-600-5869 (North American Toll Free), by e-mail at tsxtis@tmx.com, or by mail at the address specified in your Letter of Transmittal.

Non-Registered Shareholders

Non-registered shareholders whose Banxa Shares are registered in the name of a broker, investment dealer, bank, trust company, trustee or other intermediary or nominee (each, an "Intermediary") should contact their Intermediary for assistance in depositing their Banxa Shares and should follow the instructions of such Intermediary in order to deposit their Banxa Shares and receive the Consideration.

Holders of Convertible Securities

Holders of stock options and warrants of the Company are requested to contact the Company by email at investors@banxa.com, for information and instructions with respect to receiving the consideration (if any) to which they may be entitled to under the Arrangement.

Legal Counsel

Cassels Brock & Blackwell LLP and Stikeman Elliott LLP acted as legal counsel to Banxa and the OSL Group, respectively, with respect to the Arrangement.

Early Warning Disclosure

Pursuant to the requirements of National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, the Purchaser will file an early warning report in accordance with applicable securities laws, which will be made available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

Immediately prior to closing of the Arrangement, the Purchaser did not own, or exercise control or direction over, directly or indirectly, any Banxa Shares. Upon the completion of the Arrangement, the Purchaser acquired ownership of an aggregate of 51,842,084 Banxa Shares, representing 100% of the presently issued and outstanding Banxa Shares. The aggregate Consideration paid by the Purchaser for the Banxa Shares was C$80,355,230.20. Upon completion of the Arrangement, the Company became a wholly-owned subsidiary of the Purchaser.

The purpose of the Purchaser's acquisition of the Banxa Shares was to facilitate the Arrangement as is more particularly described in the Company Circular, which is available on the Company's SEDAR+ profile at http://www.sedarplus.ca.

Further information and a copy of the early warning report may be obtained by contacting: Cui Song, Executive Director and Chief Executive Officer of OSL, by email at ir@osl.com or by telephone at +852-3504-3200 .

About Banxa Holdings Inc.

Banxa is the leading infrastructure provider for enabling embedded crypto - empowering businesses to embed crypto seamlessly into their existing platforms and unlocking new opportunities in the rapidly evolving crypto economy. Through an extensive and growing network of global and local payment solutions and regulatory licenses, Banxa helps businesses provide seamless integration of crypto and fiat for global audiences with lower fees and higher conversion rates. Headquartered in the USA, Europe, and Asia-Pacific, the Banxa team is building for a world where global commerce is run on digital assets. For further information visit www.banxa.com.

For further information, please contact:

Zafer Qureshi
Executive Director and Co-Chief Executive Officer
Banxa Holdings Inc.
E: investors@banxa.com
T: +1-888-332-2692

About OSL and its subsidiaries

OSL, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 863). OSL (together with its subsidiaries) is Asia's leading stablecoin trading and payment infrastructure, bridging digital assets and traditional finance by building the next generation of financial market infrastructure - a global, interoperable, and scalable platform that connects fiat assets and digital assets to enable seamless exchange of value.

Forward-Looking Information

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking information") within the meaning of applicable securities laws. Forward-looking information may be identified by statements including words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional. Statements including forward-looking information may include, without limitation, statements regarding the delisting of the Banxa Shares from the TSXV, the Company's intention to obtain an order to cease being a reporting issuer under applicable Canadian securities laws, as well as other statements that are not material facts. Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to, assumptions concerning the Company, OSL Group and the Arrangement, including the anticipated benefits therefrom. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control which may cause actual results to differ materially from any future or potential results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others, risks inherent to the business carried out by the Company and factors beyond its control. The Company has assumed that the risk factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Other than as specifically required by applicable Canadian law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, whether as a result of new information, future events or results, or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279359