Banxa Announces Filing of Final Base Shelf Prospectus

- August 6th, 2021

BANXA is pleased to announce that it has filed a final short form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada . The Base Shelf Prospectus filings allow BANXA to make offerings of common shares, warrants, subscription receipts, units or debt securities, or a combination thereof, up to an aggregate total of CDN$88.8 million during the 25-month period that …

BANXA (TSXV: BNXA) (OTCQX: BNXAF) (FSE: AC00) (” Banxa “, or the ” Company “) is pleased to announce that it has filed a final short form base shelf prospectus (the ” Base Shelf Prospectus “) with the securities commissions in each of the provinces and territories of Canada .

The Base Shelf Prospectus filings allow BANXA to make offerings of common shares, warrants, subscription receipts, units or debt securities, or a combination thereof, up to an aggregate total of CDN$88.8 million during the 25-month period that the Base Shelf Prospectus remains effective. Such securities may be offered in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in one or more shelf prospectus supplement(s). Information regarding the use of proceeds from a sale of such securities will be included in the applicable prospectus supplement.

This news release shall not in any circumstances constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to the registration or qualification under the applicable securities laws of any jurisdiction.

A copy of the Base Shelf Prospectus can be found on SEDAR website at www.sedar.com .

BANXA ISSUES SHARES FOR SERVICES

BANXA also announces the issuance of 35,000 common shares in the capital of the Company (the ” Shares “) to SRAX, Inc. (” SRAX “), at a deemed price of $4.00 per Share, as consideration for marketing services rendered by SRAX to the Company pursuant to the terms of a platform account agreement (the ” Platform Agreement “) previously announced in the Company’s press release dated May 17, 2021 . The Platform Agreement was approved by the TSX Venture Exchange on July 6, 2017 .

ON BEHALF OF THE BOARD OF DIRECTORS

Per: “DOMENIC CAROSA”

Domenic Carosa
Chairman (+1-888-218-6863)

About BANXA

BANXA ( TSX-V:BNXA – Banxa Holdings Inc. ) is a Payment Services Provider (PSP) with a mission to build the bridge between traditional financial systems, regulation and the digital asset space. Our goal is to onboard the general public to digital currency by building a fully compliant payment infrastructure that enables simple and secure conversion of fiat currency to digital currency (USD/CAD to BTC/ETC). Banxa has offices in Australia and the Netherlands . For further information, see www.banxa.com .

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither 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.

FORWARD-LOOKING INFORMATION

Certain statements (” forward-looking statements “) in this news release may contain forward-looking information concerning the Base Shelf Prospectus, any potential prospectus supplement and the amount and terms of any securities to be offered under the Base Shelf Prospectus or any shelf prospectus supplements, plans related to the Company’s business and other matters that may occur in the future, made as of the date of this news release. In making the forward-looking statements included in this news release, the Company has applied several material assumptions, including, but not limited to, the assumption that regulatory approval of any shelf prospectus filings and related offerings will be obtained in a timely manner; that general economic and business conditions will not change in a materially adverse manner; and that the Company will be able to raise additional funds on reasonable terms and the use thereof will proceed as planned. Although management considers these assumptions to be reasonable based on information available to it, they may prove to be incorrect.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the expectations expressed in them. Such factors include, among others, risks related to the failure of the Company to receive regulatory approval of any shelf prospectus supplement filings, general market conditions, the Company’s inability to secure financing, on favourable terms, pursuant to the Base Shelf Prospectus and any prospectus supplement, the impact of COVID-19 on the business, operations and personnel of BANXA, general economic and political uncertainties and the additional risks described in the Base Shelf Prospectus and the other disclosure documents filed by the Company on SEDAR. There can be no assurance that forward-looking statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States . The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States “, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

SOURCE Banxa Holding Inc

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