Banxa Holdings and OSL Group Complete Previously Announced Take-Private Transaction

Core Viewpoint - Banxa Holdings Inc. has successfully completed a plan of arrangement with OSL Group, resulting in Banxa becoming a wholly-owned subsidiary of OSL Group, with shareholders receiving cash consideration of C$1.55 per share [1][2][10]. Group 1: Arrangement Details - The Arrangement became effective at 12:01 a.m. on January 2, 2026, allowing each registered holder of Banxa Shares to receive C$1.55 for each share held [2]. - The total consideration paid by the Purchaser for the Banxa Shares amounted to C$80,355,230.20, representing 100% of the issued and outstanding shares [10]. - Banxa Shares are expected to be delisted from the TSX Venture Exchange by the close of business on January 5, 2026, followed by delisting from the OTC and Frankfurt Stock Exchange [4]. Group 2: Strategic Implications - The acquisition is seen as a pivotal milestone for Banxa, enhancing its global payment network by integrating with OSL's stablecoin and trading infrastructure, thereby facilitating a bridge between traditional finance and the digital asset economy [3]. - The combined capabilities of Banxa and OSL are expected to create a regulated engine that supports seamless global commerce for partners and users [3]. Group 3: Shareholder Information - Registered shareholders must complete and submit a letter of transmittal to receive their cash consideration [5]. - Non-registered shareholders are advised to contact their intermediaries for assistance in depositing their shares [6]. - Holders of stock options and warrants are encouraged to reach out to the company for information regarding their entitlements under the Arrangement [7]. Group 4: Legal and Compliance - Legal counsel for Banxa and OSL Group during the Arrangement included Cassels Brock & Blackwell LLP and Stikeman Elliott LLP, respectively [8]. - The Purchaser will file an early warning report in compliance with securities laws, which will be accessible on the company's SEDAR+ profile [9].