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

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 Shares") by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

The Arrangement became effective as of 12:01 a.m. (Vancouver time) on January 2, 2026. As a result, and in accordance with the terms of the arrangement agreement dated June 27, 2025, among Banxa and OSL Group, each registered holder of Banxa Shares is entitled to receive cash consideration of C$1.55 (the "Consideration") for each Banxa Share held. Upon completion of the Arrangement, Banxa became a wholly-owned subsidiary of the Purchaser.

"Today marks a pivotal milestone in Banxa's journey. By officially joining the OSL Group, we are uniting our extensive global payment network with Asia's leading stablecoin and trading infrastructure. This combination creates a powerful, regulated engine that will accelerate our shared mission to bridge the gap between traditional finance and the digital asset economy, enabling seamless global commerce for our partners and their users," said Zafer Qureshi, Co-Chief Executive Officer of Banxa.

Further details regarding the Arrangement are set out in the management information circular of the Company dated July 25, 2025 (the "Company Circular"), which is available on the Company's SEDAR+ profile at http://www.sedarplus.ca. The Company has applied to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Company's public reporting requirements. The Banxa Shares are currently listed on the facilities of the TSX Venture Exchange (the "TSXV"), the OTC Pink Limited Market (the "OTC") and the Frankfurt Stock Exchange (the "FSE"). It is expected that the Banxa Shares will be delisted from the facilities of the TSXV as of the close of business on January 5, 2026, and, following such delisting, it is further expected that the Banxa Shares will be delisted from the facilities of the OTC and FSE, respectively.