Banxa Holdings Securityholders Overwhelmingly Approve Previously Announced Plan of Arrangement with OSL Group

Banxa Holdings Securityholders Overwhelmingly Approve Previously Announced Plan of Arrangement with OSL Group

Banxa Holdings Inc. (TSXV: BNXA) (OTCQX: BNXAF) (FSE: AC00) ("Banxa" or the "Company"), a leading infrastructure provider for enabling embedded crypto within payment platforms, is pleased to announce the results of the annual general and special meeting of securityholders held on August 28, 2025 (the "Meeting"). In addition to approvals obtained relating to annual general business, securityholders of the Company overwhelmingly approved the previously announced plan of arrangement (the "Arrangement") among the Company, OSL Group Limited and OSL BNXA Acquisition Inc. (the "Purchaser"), pursuant to which the Purchaser will acquire all of the issued and outstanding common shares of the Company ("Shares") for cash consideration of C$1.55 per Share.

An aggregate of 26,772,184 votes were cast at the Meeting with respect to the resolution approving the Arrangement (the "Arrangement Resolution"), of which 25,786,627 votes were cast in favour of the Arrangement Resolution, representing approximately 98.33% of the total votes cast. Accordingly, the Arrangement Resolution was duly approved by the requisite threshold of votes, being: (i) at least two-thirds (66⅔%) of the votes cast at the Meeting in person or by proxy by holders of Shares; and (ii) at least two-thirds (66⅔%) of the votes cast at the Meeting in person or by proxy by the holders of Shares and the holders of common share purchase warrants and stock options of the Company, voting together as members of a single class. Shareholders of the Company also overwhelmingly approved all other annual general items of business at the Meeting, including, without limitation, the election of directors and the appointment of the auditor, in each case, for the financial years of the Company ended June 30, 2024 and 2023.

Completion of the Arrangement remains subject to, among other things: (i) the receipt of the final order of the Supreme Court of British Columbia in connection with the Arrangement; (ii) the final acceptance of the TSX Venture Exchange; (iii) the receipt of certain required corporate and regulatory approvals and consents; and (iv) the satisfaction or waiver of certain additional conditions described in the management information circular of the Company dated July 25, 2025 (the "Circular"), which is available on the Company's SEDAR+ profile at http://www.sedarplus.ca. Subject to the satisfaction or waiver of such closing conditions, it is anticipated that the Arrangement will be completed in calendar Q4 2025 or Q1 2026. Further information on the Arrangement can be found in the Circular.

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

Forward-Looking Information

This news release contains "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 Arrangement and the conditions to the completion thereof (including the anticipated timing for the completion thereof), and 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, that the Company will receive, in a timely manner and on satisfactory terms, the necessary court and regulatory approvals, and otherwise be able to satisfy, in a timely manner, all outstanding conditions to the completion of the Arrangement. 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: (i) the possibility of adverse reactions or changes in business resulting from the announcement of the Arrangement; (ii) risks relating to the Company's ability to retain and attract key personnel during the interim period leading up to the completion of the Arrangement; (iii) risks related to diverting management's attention from the Company's ongoing business operations; and (iv) other risks inherent to the business carried out by the Company and factors beyond its control which could have a material adverse effect on the Company or its ability to complete the Arrangement. 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 that 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/264407

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Keynotes, Educational Panels and 88 Companies to Present at the Planet MicroCap Showcase on May 3-5, 2022 at Bally's Hotel & Casino in Las Vegas, NV

Keynotes, Educational Panels and 88 Companies to Present at the Planet MicroCap Showcase on May 3-5, 2022 at Bally's Hotel & Casino in Las Vegas, NV

SNN Network presents the Planet MicroCap Showcase taking place on May 3-5, 2022, where 88 MicroCap public and private companies will be presenting at Bally's Hotel & Casino in Las Vegas, NV

Event website: www.PlanetMicroCapShowcase.com

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Banxa Holdings Inc. Reports Results of Its Annual General and Special Meeting

Banxa Holdings Inc. Reports Results of Its Annual General and Special Meeting

Banxa Holdings Inc. (TSXV:BNXA)(OTCQX:BNXAF)(FSE:AC00) ("Banxa" or the "Company") is pleased to announce that all matters submitted to shareholders for approval as set out in detail in the Company's management information circular ("Circular") dated February 16, 2022 were approved at the annual general and special meeting of the shareholders of the Company held on March 31, 2022 (the "Meeting"). At the Meeting RSM Canada LLP was re-appointed as auditor of the Company, and the incumbent members of the board of directors, being Doron Cohen, Domenic Carosa, Matthew Cain and Joshua Landau were re-elected

In addition to the above, disinterested shareholders of the Company voted in favour of making certain amendments to the escrow agreement dated September 27, 2018 (the "Escrow Agreement") among the Company (formerly as A-Labs Capital I Corp.), TSX Trust Company and certain shareholders of the Company, to align the Escrow Agreement with changes made to the TSX Venture Exchange ("TSXV" or the "Exchange") Policy 2.4 - Capital Pool Companies, which became effective as at January 1, 2021 (the "New CPC Policy").

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BANXA Announces AUD $106 Million February Transaction Volume & Secures Cryptocurrency Custody Registration

BANXA Announces AUD $106 Million February Transaction Volume & Secures Cryptocurrency Custody Registration

Highlights:

  • February 2022 Total Transaction Volume (TTV) of AUD $106 million (USD $76 million) up 48% Year-on-Year
  • Five new partners signed in February, including TokenPocket, ApolloX, IDEX, Sologenic and IX Swap
  • Added two new fiat currencies in February, now supporting a total of 32
  • Secured Netherlands cryptocurreny custody registration from the Dutch National Bank (DnB)

Banxa Holdings Inc. (TSXV:BNXA)(OTCQX:BNXAF)(FSE:AC00) ("Banxa" or "The Company"), the world's first listed payment service provider (PSP) and RegTech platform for the digital assets industry, has today announced its February 2022 TTV, recording AUD $106 million (USD $76 million), and growth of 48% Year-on-Year. The TTV is broadly in line with the decline in volumes of the overall cryptocurrency market

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Banxa Breaks Down Crypto Barriers by Launching World-Leading Layer 2 Fiat On-Ramp

Banxa Breaks Down Crypto Barriers by Launching World-Leading Layer 2 Fiat On-Ramp

Banxa Holdings Inc. (TSXV: BNXA) (OTCQX: BNXAF) (FSE: AC00) ("Banxa" or "The Company"), payment service provider (PSP) and RegTech platform for the digital assets industry, is proud to announce the launch of its world-leading Layer 2 (L2) Fiat On-Ramp.

While the cryptocurrency market has significantly grown, heavy fees and complex purchasing systems have weighed upon the industry providing unnecessary complexities and barriers to entry. The Australian-founded organisation, Banxa, has developed purchasing for a range of L2 protocols - available now - to eliminate these barriers. These protocols currently include Arbitrum, Optimism, and zkSync, allowing users to pay with Banxa's wide range of global and local payment options, including credit card and bank transfers, for direct purchasing on L2.

The L2 Fiat On-Ramp will completely disrupt the current system by removing high "gas fees" accumulated throughout the crypto transaction process. At the same time, it will also be a catalyst to reducing fulfillment times, an issue faced within an industry that prides itself on agility and fast transactions. In 2021, Banxa processed one order every 18 seconds a day, a transaction value over USD 880 million, showcasing the true scale of transactions moving through the market.

"The crypto industry faces a complex web of challenges and barriers that might have discouraged consumers and merchants from making purchases in the past. The launch of our L2 Fiat On-Ramp offers greater accessibility to a whole new audience, breaking down two key entry barriers: high fees and faster processing times. We are honored to be launching this world-leading product as a way to transform the industry," said Banxa CEO Holger Arians.

Banxa is a pioneer in cryptocurrency as it has created its own technology on blockchain and is rapidly expanding. The business offers a market-leading range of currencies and payment methods globally.

Since its January 6th, 2021 IPO, Banxa has gone from strength to strength, growing from 38 to over 200 team members, adding over 31 new coins and additional payment methods, such as SEPA Instant and others. Additionally, the company has accelerated its already rapid onboarding of new partners, securing 103% growth in 2021 alone.

In celebration of this launch, Banxa is offering free purchasing Layer 2 with Optimism, Arbitrum and zkSync for a limited time[2]. User's spread fees will be waived; however, standard payment surcharges will apply, such as credit card transaction fees. This offer is now available to all users on these protocols.

ENDS

About Banxa

Banxa Holdings Inc. (TSXV: BNXA) (OTCQX: BNXAF) (FSE: AC00) powers the world's largest digital asset platforms by providing payments infrastructure and regulatory compliance across global markets. Banxa's vision and mission is to build the bridge that provides people in every part of the world access to a fairer and more equitable financial system. Banxa is headquartered in Melbourne, Australia, with European headquarters in Amsterdam, the Netherlands.

For further information, go to www.banxa.com

This news release may contain "forward-looking statements" within the meaning of applicable Canadian securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies.

These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance.

Banxa's statements expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties, and conditions, many of which are outside of Banxa's control, and undue reliance should not be placed on such statements. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties of the Company's business, including: Banxa's assumptions in making forward-looking statements may prove to be incorrect; adverse market conditions, including risks related to COVID-19 and risks that future results may vary from historical results.

Except as required by securities law, Banxa does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.

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

---------------------

ON BEHALF OF THE BOARD OF DIRECTORS
Per: "DOMENIC CAROSA" https://twitter.com/dcarosa
Domenic Carosa
Chairman (1-888-218-6863)

CONTACTS:
Investor Relations:
North America: +1 (604) 609 6169
International: +61 407 790 016
Email: Investor@banxa.com

Lytham Partners, LLC
Ben Shamsian
New York/Phoenix
Email: shamsian@lythampartners.com

Media Contacts:
Dave Malcolm, Chief Marketing Officer
Email: dave.malcolm@banxa.com

Michelle Boland, PR Group
Email: michelleb@prgroup.com.au

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Banxa Holdings Inc. (TSXV: BNXA) (OTCQX: BNXAF) (FSE: AC00) ("Banxa" or "The Company"), the world's first listed payment service provider (PSP) and RegTech platform for the digital assets industry, is excited to announce a partnership with Ledger, the world-leading hardware wallet provider.

Customers will now be able to access Banxa's global payments network through the Ledger Live app, opening up a wide variety of payment options for purchasing crypto on their Ledger Nano hardware wallets. Banxa supports competitive payment options for users in the US, Canada, Europe and the Australian markets, with direct bank transfers and credit card transactions.

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A July 2024 report by IDTechEx projects that the overall brain computer interface (BCI) market could reach a market value of over US$1.6 billion by 2045.

"We anticipate that the market for non-invasive solutions will grow before the commercialization of invasive solutions from players such as Neuralink," stated the research firm's Senior Technology Analyst Dr. Tess Skyrme. "However, the long-term opportunity within the assistive technology market is more likely to be captured by the likes of Elon Musk."

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