Mr. Zafer Qureshi reports

BANXA HOLDINGS AND OSL GROUP COMPLETE PREVIOUSLY ANNOUNCED TAKE-PRIVATE TRANSACTION

Banxa Holdings Inc. and OSL Group Ltd. have closed the previously announced plan of arrangement involving OSL and OSL BNXA Acquisition Inc., pursuant to which the purchaser has acquired all of the issued and outstanding common shares of the company by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

The arrangement became effective as of 12:01 a.m. (Vancouver time) on Jan. 2, 2026. As a result, and in accordance with the terms of the arrangement agreement dated June 27, 2025, among Banxa and OSL Group, each registered holder of Banxa shares is entitled to receive cash consideration of $1.55 for each Banxa share held. Upon completion of the arrangement, Banxa became a wholly owned subsidiary of the purchaser.

"Today marks a pivotal milestone in Banxa's journey. By officially joining the OSL Group, we are uniting our extensive global payment network with Asia's leading stablecoin and trading infrastructure. This combination creates a powerful, regulated engine that will accelerate our shared mission to bridge the gap between traditional finance and the digital asset economy, enabling seamless global commerce for our partners and their users," said Zafer Qureshi, co-chief executive officer of Banxa.

Further details regarding the arrangement are set out in the management information circular of the company dated July 25, 2025, which is available on the company's SEDAR+ profile. The company has applied to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the company's public reporting requirements. The Banxa shares are currently listed on the facilities of the TSX Venture Exchange, the OTC Pink Limited Market and the Frankfurt Stock Exchange (the FSE). It is expected that the Banxa shares will be delisted from the facilities of the TSX-V as of the close of business on Jan. 5, 2026, and, following such delisting, it is further expected that the Banxa shares will be delisted from the facilities of the OTC and FSE, respectively.

Information on receiving the consideration

Registered shareholders

In order to receive the consideration in exchange for their Banxa shares, registered shareholders must complete, execute and deposit with TSX Trust Company, the depositary appointed in respect of the arrangement, the letter of transmittal previously mailed to registered shareholders, duly executed in respect of their Banxa shares and, if applicable, the physical certificate(s) representing their Banxa shares, all in accordance with the instructions provided in the letter of transmittal. The letter of transmittal is also available by contacting the depositary and on-line under the company's issuer profile on SEDAR+. If you have any questions or need assistance with the delivery of your Banxa shares and your letter of transmittal, please contact the depositary by telephone at 1-416-342-1091 or 1-866-600-5869 (North American toll-free), by e-mail at tsxtis@tmx.com, or by mail at the address specified in your letter of transmittal.

Non-registered shareholders

Non-registered shareholders whose Banxa shares are registered in the name of a broker, investment dealer, bank, trust company, trustee or other intermediary or nominee should contact their intermediary for assistance in depositing their Banxa shares and should follow the instructions of such intermediary in order to deposit their Banxa shares and receive the consideration.

Holders of convertible securities

Holders of stock options and warrants of the company are requested to contact the company by e-mail at investors@banxa.com, for information and instructions with respect to receiving the consideration (if any) to which they may be entitled to under the arrangement.

Legal counsel

Cassels Brock & Blackwell LLP and Stikeman Elliott LLP acted as legal counsel to Banxa and the OSL Group, respectively, with respect to the arrangement.

Early warning disclosure

Pursuant to the requirements of National Instrument 62-104 -- Take-Over Bids and Issuer Bids and National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, the purchaser will file an early warning report in accordance with applicable securities laws, which will be made available on the company's issuer profile on SEDAR+.

Immediately prior to closing of the arrangement, the purchaser did not own, or exercise control or direction over, directly or indirectly, any Banxa shares. Upon the completion of the arrangement, the purchaser acquired ownership of an aggregate of 51,842,084 Banxa shares, representing 100 per cent of the presently issued and outstanding Banxa shares. The aggregate consideration paid by the purchaser for the Banxa shares was $80,355,230.20. Upon completion of the arrangement, the company became a wholly owned subsidiary of the purchaser.

The purpose of the purchaser's acquisition of the Banxa shares was to facilitate the arrangement as is more particularly described in the company circular, which is available on the company's SEDAR+ profile.

Further information and a copy of the early warning report may be obtained by contacting: Cui Song, executive director and chief executive officer of OSL, by e-mail at ir@osl.com or by telephone at 852-3504-3200.

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.

We seek Safe Harbor.