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].

Core Insights - Banxa Holdings Inc. is progressing towards completing its plan of arrangement with OSL Group, having received most necessary regulatory approvals [1][2][3] Regulatory Approvals - The company has obtained change of control approvals for its money-transmitter licenses in 36 out of 37 U.S. states, with the final approval expected soon [2] - A Declaration of No Objection has been received from De Nederlandsche Bank in the Netherlands regarding the change of control [2] - Approval has also been granted by the Financial Conduct Authority in the United Kingdom concerning the change of control [2] Arrangement Timeline - Banxa and OSL Group are working to finalize the remaining conditions for the arrangement, extending the completion date to January 29, 2026 [3] - The targeted effective date for the arrangement is currently set for January 2, 2026, pending the completion of outstanding matters [3] Company Overview - Banxa is a leading infrastructure provider for embedded crypto, facilitating seamless integration of crypto and fiat for businesses [4] - The company operates through a global network of payment solutions and regulatory licenses, aiming to enhance conversion rates and reduce fees for clients [4]

Core Insights - Banxa Holdings Inc. is progressing with its plan of arrangement with OSL Group, having received final court approval and shareholder consent [2][3] - The company has filed its unaudited financial results for Q1 FY26, which are available for review [4] Transaction Update - The Supreme Court of British Columbia approved the arrangement on November 20, 2025, following successful shareholder approvals from both Banxa and OSL Group [2] - Banxa has received change of control approval for money-transmitter licenses in 35 out of 37 designated U.S. states [2] - OSL Group has submitted all necessary documentation for its change of control application with the De Nederlandsche Bank and has responded to inquiries from the UK's Financial Conduct Authority [2] Financial Results - The unaudited financial results for Q1 FY26 have been filed and are accessible on the company's SEDAR+ profile [4] Company Overview - Banxa is a leading infrastructure provider for embedded crypto, facilitating seamless integration of crypto and fiat for businesses [5] - The company operates globally, with a focus on reducing fees and increasing conversion rates for crypto transactions [5]

Core Insights - Banxa Holdings Inc. has secured regulatory approval for the Markets in Crypto Assets (MiCA) license in the Netherlands, enabling it to operate as a regulated crypto asset service provider across the European Union, thereby expanding its global regulatory footprint [1][4][3] Regulatory Developments - The Netherlands has implemented a grandfathering regime allowing eligible crypto-asset service providers to continue operations temporarily without immediate MiCA authorization, with Banxa's subsidiary, EU Internet Ventures B.V., already registered with De Nederlandsche Bank since 2020 [2] - Banxa holds Money Transmitter Licences in 37 U.S. states, along with existing licenses in the UK, Canada, and Australia, reinforcing its commitment to compliant digital asset infrastructure [3] Business Growth and Transactions - The MiCA approval is seen as a significant step in Banxa's global compliance journey, particularly in the European market, which is crucial for digital asset innovation [4] - Banxa is progressing towards completing a plan of arrangement with OSL Group Limited, where the Purchaser will acquire all issued common shares of the Company for cash consideration of C$1.55 per Share [4][5] - As of now, Banxa has received change of control approval for money-transmitter licenses in 26 out of 37 U.S. states, with remaining approvals expected by October 31, 2025 [5] Future Steps - The hearing for the final order to approve the arrangement by the Supreme Court of British Columbia is anticipated to be scheduled soon after the Extraordinary General Meeting of the Purchaser's shareholders on October 22, 2025 [6]

Core Viewpoint - Banxa Holdings Inc. is preparing for an annual general and special meeting to discuss a proposed arrangement for the acquisition of its shares at a cash consideration of C$1.55 per share [2][4]. Group 1: Meeting Details - The meeting is scheduled for August 28, 2025, at 10:00 a.m. Vancouver time [1]. - Meeting materials were mailed to securityholders on August 1, 2025, for those recorded as of July 24, 2025 [2]. - The agenda includes voting on annual business matters for the financial years ended June 30, 2024, and 2023, and the Arrangement Resolution [2]. Group 2: Arrangement Resolution - The Arrangement involves OSL Group Limited and OSL BNXA Acquisition Inc. acquiring all issued and outstanding shares of Banxa for C$1.55 per share [2]. - Completion of the Arrangement is contingent upon several factors, including approval at the meeting, a final court order, acceptance by the TSX Venture Exchange, and necessary regulatory approvals [5]. Group 3: Company Overview - Banxa is a leading infrastructure provider for embedded crypto, facilitating seamless integration of crypto and fiat payments for businesses [9]. - The company operates globally with a focus on enhancing payment solutions and regulatory compliance in the evolving crypto economy [9].