Toronto, Ontario--(Newsfile Corp. - January 2, 2026) - Banxa Holdings Inc. (TSXV: BNXA) (OTC Pink: BNXAF) (FSE: AC00) ("Banxa" or the "Company") and OSL Group Limited (863.HK) ("OSL") are pleased to announce the closing of the previously announced plan of arrangement (the "Arrangement") involving OSL and OSL BNXA Acquisition Inc. (the "Purchaser" and together with OSL, the "OSL Group"), pursuant to which the Purchaser has acquired all of the issued and outstanding common shares of the Company (the "Banxa S ...

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].