BNXA Banxa Holdings Inc

As announced on November 29, 2023, the independent accounting firm reviewed Banxa’s agency revenue recognition policy and determined that Banxa’s revenue recognition policy is sound. Banxa and the independent accounting firm have had detailed discussions with Banxa’s audit partner, PKF Antares (“PKF”), on the agency revenue recognition policy. PKF is currently reconsidering its view of Banxa’s agency revenue recognition policy and is expected to provide a final response on its view in a matter of days. Following this response, Banxa will have clarity on its audit completion timeline.

“It has been frustrating to revisit a well established accounting policy of Banxa that has led to extensions of the audit completion deadline. The Board and Management team understand the frustration of our Shareholders to endure another audit delay. However, Banxa has made every effort to ensure an expeditious and thorough completion of the FY23 audit. Despite these delays Banxa’s business has continued to get stronger and I am confident the market will soon begin to reflect the intrinsic value of the business,” said Executive Director and Head of Corporate Affairs, Zafer Qureshi.

Closing of Third Tranche of Non-Brokered Private PlacementFurther to its news release dated October 10, 2023, it has raised additional gross proceeds of CAD$150k under the third tranche of its non-brokered private placement (the “Private Placement”) through the sale of convertible debenture units of the Company (the “Note Units”) comprised of unsecured convertible debentures of the Company (each, a "Note") in the principal amount of CAD$150k and 75,000 common share purchase warrants in the capital of the Company (“Warrants”). Each Warrant is exercisable into one common share in the capital of the Company (a “Common Share”) at an exercise price of CAD$1.00 for a period of 36 months from the date of issuance. Please see the Company’s news release dated October 10, 2023 for additional details regarding the terms of the Private Placement. Banxa’s has now raised CAD$5.7M in total gross proceeds across the three tranches of the Private Placement.

Closing of additional tranches of the Private Placement remain subject to acceptance by the TSX Venture Exchange (the “TSXV”). The proceeds from the Private Placement are intended to be used for general working capital purposes. All securities issued pursuant to the Private Placement are and will be subject to a four month hold period from the date of issue.

Annual General Meeting ResultsAll matters were approved at the Company’s Annual General shareholders meeting (the “Meeting”) held on November 30, 2023. At the Meeting the Company’s shareholders elected the Company’s board of directors, Holger Arians, Zafer Qureshi, Leigh Travers and Joshua (Jim) Landau, as well as approved the appointment of the Company’s auditor, PKF Antares Professional Corporation, Chartered Professional Accountants. The Company’s shareholders approved the Company’s 10% rolling stock option plan in accordance with the requirements of the TSX Venture Exchange.

CONTACTSMedia: Ethan Lyle banxa@wachsman.com

Investors: Zafer Qureshi investors@banxa.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

ENDS

ON BEHALF OF THE BOARD OF DIRECTORSPer: "Zafer Qureshi” Zafer Qureshi = Executive Director and Head, Corporate Affairs, +1-888-332-2692

Banxa (TSXV:BNXA)
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