CXI Currency Exchange International Corp

Currency Exchange International, Corp. (“CXI” or the “Company”) (TSX: CXI) (OTC: CURN), today announced its decision to cease the operations of its wholly-owned subsidiary, Exchange Bank of Canada (“EBC”), a federally chartered, non-deposit-taking, non-lending Canadian Schedule I bank. Following the cessation of operations, EBC intends to apply to the Minister of Finance (Canada) to discontinue from the Bank Act. The voluntary discontinuance is expected to be completed in the 4th quarter of 2025, subject to receipt of all necessary regulatory approvals.

On January 7, 2025, CXI announced that a Special Committee of independent directors was actively considering a range of strategic options for EBC with the aim of identifying opportunities to maximize long-term value for shareholders. After the assessment of strategic options, assisted by an independent financial advisor, INFOR Financial Inc., CXI’s Board has decided to discontinue operations of its subsidiary, EBC. As part of this process, the Special Committee actively explored different options and supported a plan to cease EBC’s operations, pursue referral agreements for both the majority of its customers and select employees to well-established Canadian financial businesses, and seek discontinuance from the Bank Act.

"The decision to seek discontinuance from the Bank Act for EBC was taken very seriously and not made lightly and reflects a difficult business environment in Canada. We are optimistic that the contemplated referral agreements are the best outcome for EBC stakeholders as well as CXI shareholders," said Randolph Pinna, CEO of CXI. "Importantly, the CXI group continues to perform very well. This strategic move allows CXI to focus resources on its U.S. operations, where we see significant growth potential with both existing and new client relationships."

CXI’s long-term outlook remains positive due to the Company’s focus on its growing fintech businesses in the U.S. and anticipated additional new product growth in the U.S. market. The Company will provide further updates as the Canadian business operations are being discontinued. In connection with the cessation of operations and discontinuance, certain one time costs will be incurred, primarily over the next six months, largely driven by restructuring, vendor termination fees, severance obligations, professional fees and other related charges. CXI expects to remain profitable during this period. During this process, EBC is committed to ensuring minimal disruption to all its stakeholders.

CXI is grateful to all EBC’s team members for their contributions over the years and is committed to providing support and guidance to all employees during this transition to ensure a smooth and respectful process.

The Company plans to host a conference call on Wednesday, February 19, 2025 at 8:30 AM (EST). To participate in or listen to the call, please dial the appropriate number:

Toll Free: 1 (800) 717-1738

Conference ID number: 00133

About Currency Exchange International, Corp.

Currency Exchange International is in the business of providing comprehensive foreign exchange technology and processing services for banks, credit unions, businesses, and consumers in the United States and select clients globally. Primary products and services include the exchange of foreign currencies, wire transfer payments, Global EFTs, and foreign cheque clearing. Wholesale customers are served through its proprietary FX software applications delivered on its web-based interface, www.cxifx.com (“CXIFX”), its related APIs with core banking platforms, and through personal relationship managers. Consumers are served through Group-owned retail branches, agent retail branches, and its e-commerce platform, order.ceifx.com (“OnlineFX”).

The Group’s wholly-owned Canadian subsidiary, Exchange Bank of Canada, based in Toronto, Canada, provides foreign exchange and international payment services in Canada and select international foreign jurisdictions. Customers are served through the use of its proprietary software, www.ebcfx.com (“EBCFX”), related APIs to core banking platforms, and personal relationship managers.

Contact Information

For further information please contact: Bill MitoulasInvestor Relations(416) 479-9547Email: bill.mitoulas@cxifx.comWebsite: www.cxifx.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This press release includes forward-looking information within the meaning of applicable securities laws. This forward-looking information includes, or may be based upon, estimates, forecasts, and statements as to management’s expectations with respect to, among other things, the voluntary cessation of operations and discontinuance of Exchange Bank of Canada (EBC), the conclusion of referral agreements for customers and selected employees, regulatory approvals required for the discontinuance process, establishing direct correspondent banking relationships to support its U.S. payments business, the management of employee and customer transitions, the Company’s liquidity position during the cessation and discontinuance period, financial performance in fiscal 2025 and 2026, and the associated costs and outcomes of the cessation and discontinuance period in general. Forward-looking statements are identified by the use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “preliminary,” “project,” “will,” “would,” and similar terms and phrases, including references to assumptions.

Forward-looking information is based on the opinions and estimates of management at the date such information is provided and on information available to management at such time. Forward-looking information involves significant risks, uncertainties, and assumptions that could cause the Company’s actual results, performance, or achievements to differ materially from the results discussed or implied in such forward-looking information. Actual results may differ materially from results indicated in forward-looking information due to a number of factors including, without limitation, the inability of the Company to complete the cessation of EBC and discontinuance in accordance with applicable regulatory and legal requirements on a basis which is cost effective and protects the goodwill of the Company, an inability to establish direct correspondent banking relationships to support its U.S. payments business on terms which are economic or at all, the impact of delays or challenges in obtaining regulatory approvals, a failure to obtain the necessary approvals for referral agreements for customers and selected employees or an inability to conclude such arrangements on a basis which is beneficial to the Company and its selected employees, an inability to manage one-time wind-down costs and severance obligations on cost-effective basis, potential disruptions to operations during the transition period. the risk of reduced liquidity during the transition periods and, generally, the potential for unforeseen liabilities arising during or after the cessation of operations and discontinuance of EBC.

Additional risks include the ability of the Company to comply with regulatory requirements in general, the competitive nature of the foreign exchange industry, the impact of geo political changes, and trade wars on factors relevant to the Company’s business, currency exchange risks, the need for the Company to manage its planned growth, the effects of product development and the need for continued technological change, protection of the Company’s proprietary rights, the effect of government regulation and compliance on the Company and the industry in which it operates, network security risks, the ability of the Company to maintain properly working systems, theft and risk of physical harm to personnel, reliance on key management personnel, unexpected losses or challenges associated with customer attrition during the discontinuance, global economic deterioration negatively impacting tourism, volatile securities markets impacting security pricing in a manner unrelated to operating performance and impeding access to capital or increasing the cost of capital, as well as the factors identified throughout this press release and in the section entitled “Financial Risk Factors” of the Company’s Management’s Discussion and Analysis for the twelve months ended October 31, 2024.

The forward-looking information contained in this press release represents management’s expectations as of the date hereof (or as of the date such information is otherwise stated to be presented) and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events, or otherwise, except as required under applicable securities laws.

The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this press release. No stock exchange, securities commission, or other regulatory authority has approved or disapproved the information contained in this press release.