Banxa Holdings receives MiCA licence in the Netherlands

Mr. Zafer Qureshi reports BANXA SECURES MICA LICENSE, EXPANDING REGULATED CRYPTO SERVICES ACROSS EUROPE, AND PROVIDES UPDATE ON GOING PRIVATE TRANSACTION Banxa Holdings Inc. has secured regulatory approval for the markets in crypto assets (MiCA) licence in the Netherlands, allowing it to operate as a regulated crypto asset service provider across the European Union. This milestone expands Banxa's global regulatory footprint and underscores its commitment to meeting the highest regulatory standards while powering millions of businesses and users worldwide with trusted embedded crypto infrastructure. To ensure a smooth transition into the MiCA framework, the Netherlands implemented a grandfathering regime to allow eligible crypto asset service providers to continue their activities temporarily without immediate MiCA authorization. EU Internet Ventures BV, a subsidiary of the company, has been operating under a De Nederlandsche Bank (DNB) registration since 2020 and has been pro-actively aligning with applicable MiCA standards, including anti-money-laundering and counterterrorist financing obligations, to ensure adequate investor protection. In the United States, the Banxa group holds money transmitter licences in 37 states, alongside existing licences in the United Kingdom, Canada and Australia. The addition of the MiCA licence marks the next stage of growth and development for the Banxa group, reinforcing its commitment to delivering trusted, compliant digital assets infrastructure. "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 Banxa 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." Transaction update Banxa is also pleased to announce that it has made significant progress toward the satisfaction of the conditions precedent pertaining to its previously announced plan of arrangement among the company, OSL Group Ltd. and OSL BNXA Acquisition Inc. (the purchaser), pursuant to which the purchaser will acquire all of the issued and outstanding common shares of the company for cash consideration of $1.55 per share. As it relates to the required regulatory approvals, the receipt of which is a key condition precedent to the completion of the arrangement, Banxa has, as of the date hereof: (a) received change-of-control approval for money transmitter licences in 26 out of 37 designated U.S. states, with the remaining states' approvals expected to be obtained on or before Oct. 31, 2025; (b) received the MiCA licence, and the purchaser is preparing to submit the declaration of no objection application to the DNB; and (c) submitted the required notifications to the Financial Conduct Authority in the United Kingdom, with a decision thereon expected on or before Oct. 28, 2025. The hearing for the final order to approve the arrangement by the Supreme Court of British Columbia is expected to be scheduled soon after the extraordinary general meeting of the purchaser's shareholders on Oct. 22, 2025. Completion of the arrangement remains subject to the satisfaction or waiver of the conditions precedent set out in the arrangement agreement dated June 27, 2025, among the parties, a copy of which is available on the company's SEDAR+ profile. Further details with respect to the required regulatory approvals and the other conditions precedent may be found in the management information circular of the company dated July 25, 2025, which is available on the company's SEDAR+ profile. About Banxa Holdings Inc. Banxa is the leading infrastructure provider for enabling embedded crypto -- empowering businesses to embed crypto seamlessly into their existing platforms and unlocking new opportunities in the rapidly evolving crypto economy. Through an extensive and growing network of global and local payment solutions and regulatory licences, Banxa helps businesses provide seamless integration of crypto and fiat for global audiences with lower fees and higher conversion rates. Headquartered in the United States, Europe and Asia Pacific, the Banxa team is building for a world where global commerce is run on digital assets. We seek Safe Harbor.