Banxa Holdings Announces Hearing Date for Final Order, Provides Update on Previously Announced Plan of Arrangement with OSL Group, and Files Audited FY25 Financial Results

Executive Summary

• Banxa Holdings announces the scheduled hearing for the Supreme Court of British Columbia’s final order on its proposed arrangement with OSL Group, set for November 6 2025.
• The arrangement has received key regulatory approvals, including change‑of‑control clearance in 26 U.S. states and pending submissions to Dutch and UK regulators.
• Banxa amends its secured promissory note to obtain an additional US$5.5 million of financing, with staged advances through December 2025 and an extended maturity date to October 17 2026.

Key Details

• Court Hearing: Final order hearing for the arrangement will be held at 800 Smithe Street, Vancouver, BC on 2025‑11‑06 at 9:45 a.m. (Vancouver time).
• Regulatory Approvals – Status as of Oct 27 2025:
• Change‑of‑control approval for money‑transmitter licenses obtained in 26 of 37 U.S. states.
• OSL Group submitted a Declaration of No Objection to the De Nederlandsche Bank (Netherlands).
• First round of questions received from the UK Financial Conduct Authority; response being prepared.
• Arrangement Conditions: Completion remains subject to satisfaction or waiver of all conditions precedent outlined in the arrangement agreement dated June 27 2025. Relevant documents are available on Banxa’s SEDAR+ profile.
• FY25 Audited Results: FY25 audited financial statements have been filed and are accessible via Banxa’s SEDAR+ profile.
• Promissory Note Amendment:
• Additional advance of up to US$5.5 million authorized.
• Funding schedule: US$2.5 M upon execution of the amendment; up to US$2.0 M on 2025‑11‑15 (contingent on Checkout.com loan renewal); US$1.0 M on 2025‑12‑15.
• Maturity date extended to 2026‑10‑17, or later if mutually agreed, with acceleration provisions in specified circumstances.

Notable Quotes

Zafer Qureshi – Executive Director & Co‑CEO: “The progress we have made securing regulatory approvals and additional financing positions Banxa strongly for the successful completion of the arrangement and continued growth of our embedded crypto infrastructure.”