Banxa Provides Update in Connection with Take-Private Transaction

Executive Summary

• Banxa Holdings reports receipt of change‑of‑control approvals for its money‑transmitter licenses in 36 of 37 U.S. states, a Declaration of No Objection from the De Nederlandsche Bank, and FCA approval in the United Kingdom.
• The company has extended the outside completion date for its previously announced plan of arrangement with OSL Group by 30 days to January 29 2026 and now targets an effective date of January 2 2026, subject to remaining regulatory approvals.

Key Details

• Regulatory Approvals Obtained:
• Change‑of‑control approvals for money‑transmitter licenses in 36/37 designated U.S. states.
• Declaration of No Objection from the De Nederlandsche Bank (Netherlands).

• Approval from the UK Financial Conduct Authority.

• Pending Approvals / Waivers:

• Final U.S. state approval expected within days or to be waived by OSL Group.

• Extension of Completion Deadline:

• Outside date for arrangement extended to January 29, 2026 (30‑day extension).

• Target Effective Date:

• Parties aim for an effective date of January 2, 2026, contingent on satisfaction or waiver of remaining conditions precedent.

• Arrangement Context:

• The update relates to the plan of arrangement announced on June 27 2025 between Banxa Holdings Inc. and OSL Group (OSL Group Limited and OSL BNXA Acquisition Inc.).

Notable Quotes

(No direct quotes were provided in the release.)