Mr. Zafer Qureshi reports

BANXA CLOSES CAD$3.79M SECOND TRANCHE OF CONVERTIBLE DEBENTURE FINANCING

Further to its news release dated Oct. 10, 2023, Banxa Holdings Inc. has raised gross proceeds of $3.79-million under the second tranche of its non-brokered private placement through the sale of convertible debenture units of the company, comprising unsecured convertible debentures of the company in the principal amount of $3.79-million and 1,897,013 common share purchase warrants in the capital of the company. Each warrant is exercisable into one common share in the capital of the Company (a "Common Share") at an exercise price of CAD$1.00 for a period of 36 months from the date of issuance. Banxa has raised CAD$5.54M to date in aggregate proceeds between the first and second tranche of its Private Placement. Please see the Company's news release dated October 10, 2023 for additional details regarding the terms of the Private Placement.

Closing of additional tranches of the Private Placement remain subject to acceptance by the TSX Venture Exchange (the "TSXV"). The proceeds from the Private Placement are intended to be used to repay senior secured debt of the Company and for general working capital purposes. All securities issued pursuant to the Private Placement are and will be subject to a four month hold period from the date of issue.

TIGA Trading Pty Ltd (TIGA) participated in the amounts of CAD$2,000,000 in the second tranche of the Private Placement. TIGA partially funded the CAD$2,000,000 amount by rolling in its AUD$2M debt facility, which has been terminated as of October 29, 2023, into this Note. Furthermore, HB Super Holdings Pty Ltd. participated in the amounts of CAD$379,699 by rolling in its previous debt facility, which has been terminated as of November 2, 2023.

Banxa paid cash USD$57k finders fee and will issue USD$28.5k in Warrants to Architect Partners.

We seek Safe Harbor.