BNXA Banxa Holdings Inc

Banxa Holdings Inc. (TSXV: BNXA) (OTCQX: BNXAF) (FSE: AC00) ("Banxa" or the "Company") announces today that it will miss its filing deadline of October 30, 2023 to file audited annual financial statements and accompanying management's discussion and analysis and related CEO and CFO certificates for the year ended June 30, 2023 (collectively, the "Annual Filings"), as required under applicable Canadian securities laws.

In connection with the Company's inability to file the Annual Filings on time, the Company has received approval of a Management Cease Trade Order ("MCTO") under National Policy 12-203 – Management Cease Trade Orders ("NP 12-203") from the British Columbia Securities Commission, which will be instituted on November 1, 2023.

Banxa applied for a MCTO as a result of delays caused by the transition to a new audit firm. Our auditor, PKF Antares Professional Corporation (“PKF”), has made substantial progress in the audit. Most importantly, PKF has not identified any findings to date. Similar to Banxa’s previous auditors, PKF had a meaningful learning curve to overcome due to the complexity of auditing a crypto payments firm with global operations and millions of transactions completed annually. PKF has committed to completing its full review and signing off on the Annual Filings by no later than November 20, 2023. Banxa will issue a news release once the Annual Filings have been filed.

During the MCTO, the general investing public will continue to be able to trade in the Company's common shares listed on the TSX Venture Exchange. However, the Company's Chief Executive Officer and Chief Financial Officer and such other directors, officers and persons as determined by the applicable regulatory authorities will not be able to trade in the Company's shares, nor will the Company be able to, directly or indirectly, issue securities to or acquire securities from an insider or employee of the Company except in accordance with legally binding obligations to do so existing as of October 30, 2023, being the date of the Company’s anticipated continuous disclosure default.

Management Change

Gregor Cooney, Chief Marketing Officer, has stepped down from his position effective October 20, 2023, to pursue his own project in Web3. Banxa would like to thank Mr. Cooney for his tenure and the strong partnership growth he achieved for the company at a crucial time in Banxa’s journey. Mr. Cooney remains a shareholder in Banxa.

Webinar

After a number of significant changes over the past several months, Banxa’s management is excited to provide a business update in a webinar on November 7, 2023 at 3:00 pm EST.

CONTACTS

Investors:Zafer Qureshiinvestors@banxa.com

Media:WachsmanEthan Lylebanxa@wachsman.com

ENDS

ON BEHALF OF THE BOARD OF DIRECTORSPer: "Zafer Qureshi"Zafer Qureshi = Director and Head, Corporate Affairs, +1 416-347-4192

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.

Forward-Looking Information

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, that the Company will miss the filing deadline for the Annual Filings and the ability of the Company to file subsequent status reports and the Annual Filings within the time period described herein.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the Company being unable to file the status reports and Annual Filings in the proposed timeframe; recent market volatility; and the state of the financial markets for the Company’s securities.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company's application for the MCTO will be approved and that the Company will be able to file the status reports and Annual Filings in the proposed time frame.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.