Mr. Zafer Qureshi reports

BANXA HOLDINGS PROVIDES UPDATE ON PREVIOUSLY ANNOUNCED PLAN OF ARRANGEMENT WITH OSL GROUP AND FILES UNAUDITED Q1 FY26 FINANCIAL RESULTS

Banxa Holdings Inc. has provided an update on the previously announced plan of arrangement with OSL Group Ltd. and OSL BNXA Acquisition Inc., and has filed its unaudited first quarter fiscal 2026 financial results.

Transaction update

The company obtained the final order of the Supreme Court of British Columbia approving the arrangement on Nov. 20, 2025, which follows the successful shareholder approvals of Banxa and OSL Group in respect of the arrangement. The parties continue to work diligently and progress closer to the completion of the arrangement. As it relates to the outstanding required regulatory approvals, the receipt of which is the final key condition precedent to the completion of the arrangement, as of the date hereof: (a) the company has received change of control approval for money transmitter licences in 35 out of 37 designated U.S. states; (b) OSL Group has provided all documentation for its change of control submission (declaration of no objection) with De Nederlandsche Bank in the Netherlands' Authority for the Markets in Crypto-Assets licence; and (c) OSL Group has responded to all questions received to date from the Financial Conduct Authority in the United Kingdom regarding its change of control application.

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. 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.

First quarter fiscal 2026 unaudited financial results

The company has filed its Q1 fiscal 2026 unaudited financial results, which are available on the company's SEDAR+ profile.

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 licences, Banxa helps businesses provide seamless integration of crypto and fiat for global audiences with lower fees and higher conversion rates. Headquartered in the United States, Europe and Asia Pacific, the Banxa team is building for a world where global commerce is run on digital assets.

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