Mr. Zafer Qureshi reports

BANXA BOLSTERS BOARD WITH TONY G AND ENTERS INTO AGREEMENT TO MUTUALLY TERMINATE ARRANGEMENT AGREEMENT

Effective Feb. 18, 2025, Banxa Holdings Inc. and 1493819 B.C. Ltd. (the purchaser), being the private company formed by Zafer Qureshi and Holger Arians, the co-chief executive officers of Banxa, to pursue the previously announced management-led going-private transaction involving Banxa, have entered into a termination agreement that mutually terminates the arrangement agreement entered into by the company and the purchaser on Dec. 19, 2025, as amended. Other than with respect to certain transaction costs which are subject to reimbursement by the company in favour of the purchaser, the termination is without liability or cost to either party (including with respect to the payment of any break fees).

As a result, the previously announced special meeting of the shareholders of Banxa, scheduled for Feb. 25, 2025, is cancelled.

Among other things, the decision to mutually terminate the arrangement agreement heeds the overwhelming sentiment expressed by Banxa securityholders in recent weeks that Banxa should remain a public company.

Further to the company's news release dated Feb. 4, 2025, the decision also follows from the inability of the company and Exodus Movement Inc. to expeditiously settle and execute an amended and restated arrangement agreement on mutually agreeable terms (following the expiry of the purchaser's right to match period at 5 p.m. (Vancouver time) on Feb. 10, 2025).

Richard Wells, the chair of the special committee, said: "We entered into the arrangement agreement with the purchaser on December 19, 2024, believing that it was in the best interests of Banxa and would deliver value to our shareholders. During the course of the subsequent 43-day go-shop period, the special committee, working together with its external advisers, ran a comprehensive market canvass in which more than 120 potential buyers (including numerous strategics) were solicited. The decision to remain a public company is the culmination of this extensive process."

"Banxa has grown from a small growth company in 2014 to one of the crypto industry's leading financial technology payment providers," commented Mr. Arians, co-chief executive officer of Banxa. "With substantially improved market sentiment, we are excited about what the future holds for the company and with the continued benefit of public markets access."

"I want to thank our valued professionals, clients and vendors for their patience throughout this process. The deft stewardship of the special committee by Richard Wells in particular was remarkable. We thank him for his tireless efforts," added Mr. Qureshi, co-CEO of Banxa. "This outcome does not change our strategy for 2025 and onward. We have a very constructive outlook on 2025, particularly in view of a possibly favourable regulatory environment for crypto which is developing in the United States and elsewhere."

Changes to board of directors

With the culmination of the work of the special committee, Mr. Wells has resigned from the board of directors, effectively immediately.

The company is also pleased to announce the appointment of Antanas (Tony G) Guoga to the board as chairman, effective immediately. Over the coming days, the board will also be interviewing possible independent director candidates.

"We are excited to welcome Tony G to the board," said Mr. Arians. "His experience will be invaluable as Banxa continues implementing its strategy and vision to become the leading embedded crypto platform in the world. The board believes that Tony G's appointment will help propel Banxa to new heights."

"The future of digital asset payments depends on trusted infrastructure and Banxa is building it. As a leading embedded crypto infrastructure platform provider, Banxa connects global fiat and crypto ecosystems. With a regulated global payment network, deep liquidity, and a growing suite of financial services, Banxa is well positioned to become a critical player in the space. Despite its strong fundamentals and expanding reach, I believe the market is undervaluing its potential. I see immense long-term growth ahead and I'm backing this with action by becoming the second largest shareholder," said Tony G.

Tony G is a prominent Lithuanian-Australian entrepreneur, poker player and former politician. In business, Tony G founded PokerNews, which has become one of the largest poker media outlets globally, and launched TonyBet, an international betting platform that was acquired by Betsson. He also established the Blockchain Centre Vilnius, a hub for blockchain start-ups, and is a director and adviser to numerous crypto-related businesses, including as chairman and major shareholder of TSX Venture Exchange-listed Sol Strategies. His academic background includes a degree in accounting and finance from RMIT University in Australia.

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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