BNXA Banxa Holdings Inc

Banxa Holdings Inc. (TSXV: BNXA) (OTCQX: BNXAF) (FSE: AC00) ("Banxa" or the "Company") is pleased to announce that further to its news release dated October 10, 2023, it has raised gross proceeds of CAD$3.79M under the second 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$3.79M and 1,897,013 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. Banxa has raised CAD$5.54M to date in aggregate proceeds between the first and second tranche of its Private Placement. Please see the Company’s news release dated October 10, 2023 for additional details regarding the terms 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 to repay senior secured debt of the Company and 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.

TIGA Trading Pty Ltd (TIGA) participated in the amounts of CAD$2,000,000 in the second tranche of the Private Placement. TIGA partially funded the CAD$2,000,000 amount by rolling in its AUD$2M debt facility, which has been terminated as of October 29, 2023, into this Note. Furthermore, HB Super Holdings Pty Ltd. participated in the amounts of CAD$379,699 by rolling in its previous debt facility, which has been terminated as of November 2, 2023.

Banxa paid cash USD$57k finders fee and will issue USD$28.5k in Warrants to Architect Partners.

CONTACTS

Investors:Zafer Qureshiinvestors@banxa.com

Media:WachsmanEthan Lylebanxa@wachsman.com

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 press release contains statements including “forward-looking information” (“Forward-looking statements”). Forward-looking statements in this news release include statements regarding the date of the Meeting. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the Company will hold the Meeting on the expected date. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks may include, among others that the Company will hold the Meeting on the expected date. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.