Banxa Holdings Announces Hearing Date for Final Order, Provides Update on Previously Announced Plan of Arrangement with OSL Group, and Files Audited FY25 Financial Results

Toronto, Ontario--(Newsfile Corp. - October 27, 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 that the hearing for the final order of the Supreme Court of British Columbia (the "Court") to approve the previously announced plan of arrangement (the "Arrangement") with OSL Group Limited and OSL BNXA Acquisition Inc. ("OSL Group", and together with the Company, the "Parties") will take place at the courthouse at 800 Smithe Street, Vancouver, British Columbia on November 6, 2025 at 9:45 a.m. (Vancouver time), or as soon thereafter as the Company's counsel may be heard. The hearing was previously adjourned by order of the Court to give the parties additional time to obtain certain outstanding required regulatory approvals (the "Required Regulatory Approvals"), as announced in the Company's news release dated September 4, 2024.

Transaction Update

The Company is pleased to provide an update with respect to the previously announced Arrangement with OSL Group. On October 22, 2025, OSL Group held its Extraordinary General Meeting, at which the Arrangement was approved. As it relates to the outstanding Required Regulatory Approvals, the receipt of which represent a key condition precedent to the completion of the Arrangement, the Company has, as of the date hereof: (a) received change of control approval for money-transmitter licenses in 26 out of 37 designated U.S. states; (b) OSL Group has lodged its change of control submission (Declaration of No Objection) with the De Nederlandsche Bank in the Netherlands' Authority for the Markets in Crypto-Assets license; and (c) OSL Group has received the first round of questions on the change of control application from the Financial Conduct Authority in the United Kingdom and is working diligently to file its response.

Completion of the Arrangement remains subject to the satisfaction or waiver of the conditions precedent set out in the arrangement agreement dated June 27, 2025 among the Parties, a copy of which is available on the Company's SEDAR+ profile at http://www.sedarplus.ca. Further details with respect to the Required Regulatory Approvals and the other conditions precedent may be found in the management information circular of the Company dated July 25, 2025, which is available on the Company's SEDAR+ profile at http://www.sedarplus.ca.

FY25 Audited Financial Results

The Company has filed its FY25 audited financial results as of today, which are available on the Company's SEDAR+ profile.

Promissory Note Update

The Company and the arm's length third party lender party to the previously executed secured promissory note (the "Promissory Note") (see the Company's news release dated April 30, 2025) have agreed to amend the Promissory Note to provide for an additional advance to the Company of up to US$5.5 million (the "Additional Advance"). The Additional Advance will be funded in instalments in the amount of: (a) US$2.5 million, which shall be advanced upon execution of an amending agreement (the "Amending Agreement") to the Promissory Note; (b) up to US$2.0 million, which shall be advanced on November 15, 2025, of which US$1.0 million will only be advanced if the Company's loan with Checkout.com is not renewed before such date; and (c) US$1.0 million, which shall be advanced on December 15, 2025. The Amending Agreement will also extend the maturity date of the amounts payable under the Promissory Note, as amended, to October 17, 2026, or such later date as may be agreed to in writing between the parties, subject to acceleration in certain specified circumstances.

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.

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 hearing for the final order of the Court, the Arrangement and the conditions to the completion thereof, the Promissory Note and the terms of the Amending Agreement, 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.

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