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

Executive Summary

• Banxa Holdings secured a EU Markets in Crypto‑Assets (“MiCA”) licence for operations across the European Union, expanding its regulated footprint.
• The Company reported significant progress on the conditions precedent to its previously announced plan of arrangement with OSL Group Limited and OSL BNXA Acquisition Inc., including change‑of‑control approvals for money‑transmitter licences in 26 U.S. states and pending approvals in the remaining states by Oct 31, 2025.
• The Arrangement contemplates the Purchaser acquiring all Banxa shares at C$1.55 per share, subject to regulatory and court approvals expected later in October 2025.

Key Details

• MiCA Licence: Received approval from Dutch regulator (De Nederlandsche Bank) allowing Banxa to operate as a regulated crypto‑asset service provider throughout the EU under the MiCA framework.
• U.S. Licensing Progress: Change‑of‑control approvals obtained for money‑transmitter licences in 26 of 37 designated states; remaining state approvals anticipated by 31 Oct 2025.
• UK Regulatory Notification: Required notifications submitted to the Financial Conduct Authority; decision expected on or before 28 Oct 2025.
• Arrangement Terms: Purchaser will acquire all issued and outstanding Banxa common shares for cash consideration of C$1.55 per share.
• Regulatory Conditions: Completion hinges on (i) receipt of all required regulatory approvals, (ii) filing of a “declaration of no objection” with DNB, and (iii) favorable decision from the FCA.
• Court Hearing: Final order to approve the Arrangement by the Supreme Court of British Columbia is expected to be scheduled shortly after the Purchaser’s shareholders’ Extraordinary General Meeting on 22 Oct 2025.
• Timeline Summary:
• Oct 10 2025 – MiCA licence received; regulatory update disclosed.
• By Oct 31 2025 – Anticipated receipt of remaining U.S. state approvals.
• By Oct 28 2025 – Expected FCA decision on UK notification.
• Post‑Oct 22 2025 – Supreme Court hearing and likely Arrangement completion pending all conditions satisfied or waived.

Notable Quotes

“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 Banqa 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.”