BANXA Closes CAD$1.75M First Tranche of Convertible Debenture Financing

This news release is intended for distribution only in Canada and is not intended for distribution to US newswire services, or for release, publication, or distribution in whole or in part, in or in the United States or in the United States.

TORONTO and MELBOURNE, Australia, Oct. 16, 2023 (GLOBE NEWSWIRE) -- Banxa Holdings Inc. (TSXV: BNXA) (OTCQX: BNXAF) (FSE: AC00) ("Banxa" or the "Company") is pleased to announce that further to its news release dated October 10, 2023, it has raised gross proceeds of CAD$1.75M under the first tranche of its non-brokered private placement (the “Private Placement”) through the sale of convertible debenture units of the Company (the “Note Units”) comprised of unsecured convertible debentures of the Company (each, a "Note") in the principal amount of CAD$1.75M and 875,000 common share purchase warrants in the capital of the Company (“Warrants”). Each Warrant is exercisable into one common share in the capital of the Company (a “Common Share”) at an exercise price of CAD$1.00 for a period of 36 months from the date of issuance. Please see the Company’s news release dated October 10, 2023 for additional details regarding the terms of the Private Placement.

Closing of additional tranches of the Private Placement remain subject to acceptance by the TSX Venture Exchange (the “TSXV”). The proceeds from the Private Placement are intended to be used to repay senior secured debt of the Company and for general working capital purposes. All securities issued pursuant to the Private Placement are and will be subject to a four month hold period from the date of issue.

Two entities, Blackhawk Ventures Pty Ltd ATF the Arians Family Trust, a related entity to Holger Arians, CEO and Chairman, and Alam Group of Companies Inc., a related entity to Zafer Qureshi, Director and Head of Corporate Affairs, participated in the amounts of CAD$500,000 and CAD$750,000, respectively, in the first tranche of the Private Placement, purchasing Notes in an aggregate principal amount of CAD$1,250,000, constituting, to that extent, a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities distributed in the Private Placement nor the consideration received for those securities, in so far as the Private Placement involves the directors and officers, exceeds 25% of the Company’s market capitalization.

CONTACTS

Investors:
Zafer Qureshi
[e-mail]

Media:
Wachsman
Ethan Lyle
[e-mail]

ENDS

ON BEHALF OF THE BOARD OF DIRECTORS
Per: "Zafer Qureshi”
Zafer Qureshi = Director and Head, Corporate Affairs, [phone]

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.

Forward-Looking Information

This press release contains statements including “forward-looking information” (“Forward-looking statements”). Forward-looking statements in this news release include statements regarding the date of the Meeting. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the Company will hold the Meeting on the expected date. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks may include, among others that the Company will hold the Meeting on the expected date. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.