Banxa Secures Mica License, Expanding Regulated Crypto Services Across Europe, and Provides Update on Going Private Transaction

Rhea-AI Summary

Banxa (OTC: BNXAF) secured a Markets in Crypto Assets (MiCA) licence in the Netherlands, enabling operation as a regulated crypto-asset service provider across the European Union and expanding its regulatory footprint.

The company reports progress on a previously announced going-private Arrangement in which OSL will acquire all shares for C$1.55 per share. Banxa has received change-of-control approvals for money-transmitter licences in 26 of 37 US states, expects remaining US approvals by Oct 31, 2025, submitted FCA notifications with a decision expected by Oct 28, 2025, and notes the Purchaser will file a DNB declaration of no objection. Final court approval follows the Purchaser shareholder EGM on Oct 22, 2025.

Positive

• MiCA licence granted in the Netherlands enabling EU-wide operations
• Change-of-control approval obtained in 26 of 37 US states
• Offer price set at C$1.55 per share under the Arrangement

Negative

• Approvals still pending in 11 US states, creating conditional completion risk
• FCA decision pending by Oct 28, 2025, leaving UK regulatory uncertainty
• Arrangement completion remains subject to court order and remaining conditions

Toronto, Ontario--(Newsfile Corp. - October 10, 2025) - Banxa Holdings Inc. (TSXV: BNXA) (OTC Pink: BNXAF) (FSE: AC00) ("Banxa" or the "Company"), a leading infrastructure provider for enabling embedded crypto within payment platforms, is pleased to announce that it has secured regulatory approval for the Markets in Crypto Assets ("MiCA") licence in the Netherlands, allowing it to operate as a regulated crypto asset service provider across the European Union. This milestone expands Banxa's global regulatory footprint and underscores its commitment to meeting the highest regulatory standards while powering millions of businesses and users worldwide with trusted embedded crypto infrastructure.

To ensure a smooth transition into the MiCA framework, the Netherlands implemented a grandfathering regime to allow eligible crypto-asset service providers to continue their activities temporarily without immediate MiCA authorization. EU Internet Ventures B.V., a subsidiary of the Company, has been operating under a De Nederlandsche Bank ("DNB") registration since 2020 and has been proactively aligning with applicable MiCA standards, including anti-money laundering and counter-terrorist financing obligations, to ensure adequate investor protection.

In the United States, the Banxa group holds Money Transmitter Licences in 37 states, alongside existing licences in the UK, Canada and Australia. The addition of the MiCA licence marks the next stage of growth and development for the Banxa group, reinforcing its commitment to delivering trusted, compliant digital assets infrastructure.

"Receiving the MiCA approval marks a major step forward in our global compliance journey," said Zafer Qureshi, Executive Director and Co-Chief Executive Officer of Banxa. "Europe has been a key market for Banxa and digital asset innovation, and this licence allows us to bring our trusted, secure and fully compliant infrastructure to more businesses and millions of users across the European region."

TRANSACTION UPDATE

Banxa is also pleased to announce that it has made significant progress towards the satisfaction of the conditions precedent pertaining to its previously announced plan of arrangement (the "Arrangement") among the Company, OSL Group Limited and OSL BNXA Acquisition Inc. (the "Purchaser"), pursuant to which the Purchaser will acquire all of the issued and outstanding common shares of the Company ("Shares") for cash consideration of C$1.55 per Share.

As it relates to the required regulatory approvals (the "Required Regulatory Approvals"), the receipt of which is a key condition precedent to the completion of the Arrangement, Banxa has, as of the date hereof: (a) received change of control approval for money-transmitter licenses in 26 out of 37 designated U.S. states, with the remaining states' approvals expected to be obtained on or before October 31, 2025; (b) received the MiCA license, and the Purchaser is preparing to submit the declaration of no objection application to the DNB; and (c) submitted the required notifications to the Financial Conduct Authority in the United Kingdom, with a decision thereon expected on or before October 28, 2025.

The hearing for the final order to approve the Arrangement by the Supreme Court of British Columbia is expected to be scheduled soon after the Extraordinary General Meeting of the Purchaser's shareholders on October 22, 2025.

Completion of the Arrangement remains subject to the satisfaction or waiver of the conditions precedent set out in the arrangement agreement dated June 27, 2025 among the Parties, a copy of which is available on the Company's SEDAR+ profile at http://www.sedarplus.ca. Further details with respect to the Required Regulatory Approvals and the other conditions precedent may be found in the management information circular of the Company dated July 25, 2025, which is available on the Company's SEDAR+ profile at http://www.sedarplus.ca.

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 licenses, Banxa helps businesses provide seamless integration of crypto and fiat for global audiences with lower fees and higher conversion rates. Headquartered in the USA, Europe, and Asia-Pacific, the Banxa team is building for a world where global commerce is run on digital assets. For further information visit www.banxa.com.

For further information, please contact:

Zafer Qureshi
Executive Director and Co-Chief Executive Officer
Banxa Holdings Inc.
E: investors@banxa.com
T: +1-888-332-2692

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information may be identified by statements including words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional. Statements including forward-looking information may include, without limitation, statements regarding (i) the Arrangement and the conditions to the completion thereof (including the anticipated timing for the completion thereof), (ii) the Required Regulatory Approvals (including the timing for the receipt of the remaining change of control approvals for money-transmitter licenses in certain U.S. states and the receipt of the decision of the Financial Conduct Authority in the United Kingdom), (iii) the hearing for the final order to approve the Arrangement by the Supreme Court of British Columbia, and (iv) other statements that are not material facts. Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to, that the Company will receive, in a timely manner and on satisfactory terms, the necessary court and regulatory approvals, and otherwise be able to satisfy, in a timely manner, all outstanding conditions to the completion of the Arrangement. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control which may cause actual results to differ materially from any future or potential results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others: (i) the possibility of adverse reactions or changes in business resulting from the announcement of the Arrangement; (ii) risks relating to the Company's ability to retain and attract key personnel during the interim period leading up to the completion of the Arrangement; (iii) risks related to diverting management's attention from the Company's ongoing business operations; and (iv) other risks inherent to the business carried out by the Company and factors beyond its control which could have a material adverse effect on the Company or its ability to complete the Arrangement. The Company has assumed that the risk factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Other than as specifically required by applicable Canadian law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, whether as a result of new information, future events or results, or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269953

FAQ

What does Banxa's MiCA licence mean for BNXAF shareholders?

The MiCA licence allows Banxa to operate as a regulated crypto-asset service provider across the EU, expanding its compliance credentials and market access.

How much is OSL offering per share to acquire BNXAF in the Arrangement?

The Purchaser has offered C$1.55 per share to acquire all outstanding Banxa shares.

What US regulatory approvals has Banxa received for the going-private deal?

Banxa received change-of-control approval in 26 of 37 designated US states; remaining approvals are expected by Oct 31, 2025.

When will Banxa or the Purchaser hear the FCA decision for the Arrangement?

Banxa submitted required FCA notifications and expects a decision on or before Oct 28, 2025.

What are the next corporate timeline dates for BNXAF's Arrangement?

The Purchaser's shareholder EGM is on Oct 22, 2025, followed by the Supreme Court of British Columbia hearing for final order.

Is completion of the BNXAF Arrangement guaranteed after current approvals?

No; completion remains conditional on satisfaction or waiver of all precedent conditions, remaining regulatory approvals, and final court order.