Banxa Holdings Inc. Announces Mailing of Meeting Materials and Receipt of Interim Order

Toronto, Ontario--(Newsfile Corp. - August 1, 2025) - Banxa Holdings Inc. (TSXV: BNXA) (OTC Pink: BNXAF) (FSE: AC00) ("Banxa" or the "Company"), a leading infrastructure provider for enabling embedded crypto within payment platforms, is pleased to announce the mailing of its notice of meeting, management information circular (the "Circular"), forms of proxy, letter of transmittal and related meeting materials (collectively, the "Meeting Materials") to the holders of common shares ("Shares"), share purchase warrants and stock options of the Company (collectively, the "Securityholders") in connection with the annual general and special meeting of Securityholders (the "Meeting") scheduled to be held at 10:00 a.m. (Vancouver time) on August 28, 2025.

The Meeting Materials were mailed on August 1, 2025 to Securityholders of record as of the close of business on July 24, 2025. The Meeting is being held to consider and vote on: (i) certain outstanding annual and general business in respect of the annual and general meetings of shareholders of the Company for each of the financial years of the Company ended June 30, 2024 and 2023; and (ii) a special resolution (the "Arrangement Resolution") to approve the previously-announced plan of arrangement (the "Arrangement") among the Company, OSL Group Limited and OSL BNXA Acquisition Inc. (the "Purchaser"), whereby the Purchaser will acquire all of the issued and outstanding Shares for cash consideration of C$1.55 per Share, as more particularly described in the Circular.

Copies of the Circular and the Meeting Materials can be found on the Company's website at https://investor.banxa.com/ and under the Company's profile on SEDAR+ at www.sedarplus.ca.

Receipt of Interim Order

The Company is also pleased to announce that the British Columbia Supreme Court (the "Court") granted an interim order dated July 25, 2025, providing for the calling and holding of the Meeting and other procedural matters relating to the Arrangement.

Completion of the Arrangement remains subject to, among other things: (i) the approval of the Arrangement Resolution at the Meeting; (ii) the receipt of the final order of the Court in connection with the Arrangement; (iii) the acceptance of the TSX Venture Exchange; (iv) the receipt of certain required regulatory approvals and required consents; and (v) the satisfaction or waiver, where permitted, of certain additional conditions described in the Circular.

** YOUR VOTE IS IMPORTANT - PLEASE VOTE TODAY **

The board of directors of the Company (the "Board") has unanimously determined that the Arrangement is in the best interests of the Company and that the Arrangement is fair and reasonable to the Shareholders, for the reasons described in the news release of the Company dated June 27, 2025 and the Circular. Accordingly, the Board unanimously recommends that Securityholders vote FOR the Arrangement Resolution. The Company also recommends that Shareholders vote FOR each of the annual and general items of business described in the Circular.

Securityholders are encouraged to vote well in advance of the proxy cut-off time of 10:00 a.m. (Vancouver time) on August 26, 2025. In light of a potential Canada Post labour strike, the Company is encouraging Securityholders to access the Meeting Materials electronically. The Company will deliver, by email, a copy of the Meeting Materials to any Securityholder who requests a copy thereof without charge. Please direct such requests to investors@banxa.com.

If you have any questions or need assistance in your consideration of the items of business described in the Circular or with the completion and delivery of your form of proxy or voting instruction form, please contact the Company at investors@banxa.com. If you have any questions or need assistance with the delivery of your Shares and letter of transmittal, please contact TSX Company Trust 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.

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.

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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, the details of the Meeting, 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, shareholder and regulatory approvals, and otherwise be able to satisfy, in a timely manner, all other 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 conduct the Meeting as contemplated and/or 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/260999