Toronto, Ontario — January 2, 2026 — Leads & Copy — Banxa Holdings Inc. and OSL Group Limited announced the closing of the previously announced plan of arrangement involving OSL and OSL BNXA Acquisition Inc., pursuant to which the Purchaser has acquired all of the issued and outstanding common shares of the Company 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. Each registered holder of Banxa Shares is entitled to receive cash consideration of C$1.55 for each Banxa Share held, in accordance with the terms of the arrangement agreement dated June 27, 2025, among Banxa and OSL Group. Banxa became a wholly-owned subsidiary of the Purchaser upon completion of the Arrangement.
Banxa Co-Chief Executive Officer Zafer Qureshi said that joining the OSL Group unites their global payment network with Asia’s leading stablecoin and trading infrastructure. He believes this combination creates a regulated engine that will accelerate their shared mission to bridge the gap between traditional finance and the digital asset economy, enabling seamless global commerce for their partners and their users.
Further details regarding the Arrangement are set out in the management information circular of the Company dated July 25, 2025, 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 OTC Pink Limited Market and the Frankfurt Stock Exchange. The Banxa Shares are expected to be delisted from the facilities of the TSXV as of the close of business on January 5, 2026, and from the facilities of the OTC and FSE, respectively, following such delisting.
In order to receive the Consideration in exchange for their Banxa Shares, registered shareholders must complete, execute and deposit with TSX Trust Company, the depositary appointed in respect of the Arrangement, the letter of transmittal previously mailed to registered shareholders. The Letter of Transmittal is also available by contacting the Depositary and online under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca. If you have any questions or need assistance with the delivery of your Banxa Shares and your Letter of Transmittal, please contact the Depositary by telephone at +1-416-342-1091 or +1-866-600-5869 (North American Toll Free), by e-mail at tsxtis@tmx.com, or by mail at the address specified in your Letter of Transmittal.
Non-registered shareholders whose Banxa Shares are registered in the name of an Intermediary should contact their Intermediary for assistance in depositing their Banxa Shares and should follow the instructions of such Intermediary in order to deposit their Banxa Shares and receive the Consideration.
Holders of stock options and warrants of the Company are requested to contact the Company by email at investors@banxa.com, for information and instructions with respect to receiving the consideration (if any) to which they may be entitled to under the Arrangement.
Cassels Brock & Blackwell LLP and Stikeman Elliott LLP acted as legal counsel to Banxa and the OSL Group, respectively, with respect to the Arrangement.
Immediately prior to closing of the Arrangement, the Purchaser did not own, or exercise control or direction over, directly or indirectly, any Banxa Shares. Upon the completion of the Arrangement, the Purchaser acquired ownership of an aggregate of 51,842,084 Banxa Shares, representing 100% of the presently issued and outstanding Banxa Shares. The aggregate Consideration paid by the Purchaser for the Banxa Shares was C$80,355,230.20.
The purpose of the Purchaser’s acquisition of the Banxa Shares was to facilitate the Arrangement as is more particularly described in the Company Circular, which is available on the Company’s SEDAR+ profile at http://www.sedarplus.ca.
Further information and a copy of the early warning report may be obtained by contacting: Cui Song, Executive Director and Chief Executive Officer of OSL, by email at ir@osl.com or by telephone at +852-3504-3200 .
Banxa is the infrastructure provider for enabling embedded crypto. Through an extensive and growing network of global and local payment solutions and regulatory licenses, Banxa helps businesses provide integration of crypto and fiat for global audiences with lower fees and higher conversion rates. Headquartered in the USA, Europe, and Asia-Pacific, the Banxa team is building for a world where global commerce is run on digital assets.
OSL, a company incorporated in the Cayman Islands with limited liability, is Asia’s leading stablecoin trading and payment infrastructure, bridging digital assets and traditional finance by building the next generation of financial market infrastructure.
Zafer Qureshi, Executive Director and Co-Chief Executive Officer of Banxa Holdings Inc., can be reached at E: investors@banxa.com or T: +1-888-332-2692
Source: Banxa Holdings Inc.
