An anonymous director reports

EXODUS MOVEMENT, INC. ANNOUNCES OFFER TO ACQUIRE BANXA HOLDINGS INC.

Banxa Holdings Inc. has received a proposal from Exodus Movement Inc. for the acquisition of all of the issued and outstanding common shares of Banxa by way of plan of arrangement (the new offer). The board of directors of Banxa, after consultation with the company's financial and legal advisers, and after consideration of a recommendation from the special committee of the board, has unanimously determined that the new offer constitutes a superior proposal under the terms of the arrangement agreement between the company and 1493819 B.C. Ltd. (the purchaser), dated Dec. 19, 2024, as amended. The new offer was one of two proposals received by the company during the go-shop period provided for in the arrangement agreement that ended on Jan. 31, 2025.

Pursuant to the terms of the new offer, Exodus has offered to acquire all of the issued and outstanding shares for consideration per share comprising (i) $1.10 in cash; and (ii) 0.0079 of an Exodus Class A common share (each whole Class A common share, an Exodus share). Based on the closing price of the Exodus shares on NYSE American on Feb. 3, 2025, of $59.59 (U.S.) and the United States/Canada daily exchange rate on Feb. 3, 2025 of $1.00 (U.S.)/$1.4603 (Canadian), the value of the share consideration to be paid to Banxa shareholders is 47 U.S. cents or approximately 69 cents per share, bringing the total consideration to be received by Banxa shareholders to approximately $1.79 per share. The new offer consideration represents a premium of 79 cents per share to the $1.00 cash consideration offered to Banxa shareholders pursuant to the arrangement agreement.

In accordance with the arrangement agreement, the company notified the purchaser that it considers the new offer to be a superior proposal. The purchaser has the right, until 5 p.m. (Vancouver time) on Feb. 10, 2025, to propose to amend the terms of the arrangement agreement in order to make the new offer no longer a superior proposal.

At this time, there can be no assurance that the new offer will lead to a termination of the arrangement agreement and the execution of a definitive arrangement agreement with Exodus in respect of the new offer, or that the proposed transaction contemplated by the new offer will be consummated.

The board has not changed its recommendation regarding the arrangement with the purchaser and continues to recommend the offer made by the purchaser pursuant to the arrangement agreement. The special meeting of Banxa securityholders to consider such arrangement is scheduled to be held at 10 a.m. (Vancouver time) on Feb. 25, 2025.

Amendment to arrangement agreement

The company and the purchaser entered into an amending agreement dated Jan. 30, 2025, to amend certain terms of the arrangement agreement. Pursuant to the amending agreement, the date by which the shareholder meeting to approve the arrangement is required to be held was changed from 10 a.m. (Vancouver time) on Feb. 12, 2025, to 10 a.m. (Vancouver time) on Feb. 25, 2025. In addition, the period during which the purchaser has the right to match superior proposals was changed from five business days to six business days.

Voting support agreement -- waiver

The purchaser has waived certain provisions of the voting support agreements dated Dec. 19, 2024, entered into among the purchaser and Banxa shareholders holding an aggregate of 18,409,449 shares or approximately 40.38 per cent of the issued and outstanding shares. The waiver allows such supporting shareholders to vote their shares in favour of a transaction other than the proposed transaction with the purchaser in the event the arrangement agreement is terminated in accordance with its terms.

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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