BNXA Banxa Holdings Inc

Banxa Holdings Inc. (TSXV: BNXA) (OTCQX: BNXAF) (FSE: AC00) ("Banxa" or the "Company") is pleased to announce that, subject to the acceptance by the TSX Venture Exchange (the “Exchange”), the Company intends to complete a non-brokered private placement (the "Private Placement") of convertible debenture units (the “Note Units”) for gross proceeds of up to CAD$6,000,000. Each Note Unit will consist of one unsecured convertible debenture (each, a "Note") and such number of common share purchase warrants in the capital of the Company (each, a “Warrant”) equal to 40% of the number of common shares in the capital of the Company (each, a “Common Share”) issuable upon conversion of the Note (as described below). Each Warrant will be exercisable for one Common Share at an exercise price of CAD$1.00 for a period of 36 months from the date of issuance.

The Notes will have a maturity date (the “Maturity Date”) of 36 months from the date of issuance, unless previously converted in accordance with the terms of the Notes. From and after the date of issue of the Notes until the Maturity Date, any principal amount (the “Principal”) may be converted, at the option of the holder, into Common Shares at a conversion price of CAD$0.80 per Common Share (the "Conversion Price"). Interest on the Notes will accrue at a rate of 10.0% per annum (the “Interest”), subject to adjustments, payable in cash on a monthly basis until redeemed in accordance with the terms of the Note. Subject to the approval of the Exchange, each holder may elect to convert any portion of the accrued and outstanding Interest into Common Shares, which will be issued at the closing price of the Company’s Common Shares on the Exchange on the last trading day immediately prior to the announcement of such conversion.

Within 15 days of the Maturity Date, the Note holder may elect, at its sole option, to have the then outstanding Principal and any accrued and outstanding Interest repaid in cash or converted into Common Shares, in accordance with the terms of the Note and by providing the Company with written notice of such election.

The Company intends to use the proceeds from the Private Placement to repay senior secured debt of the Company and for general working capital and corporate purposes.

Closing of the Private Placement may occur in multiple tranches and is subject to all necessary regulatory and stock exchange approvals and execution of final documentation. All securities issued in connection with the Private Placement will be subject to a four-month hold period from the date of issue under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

The Company may pay a fee to eligible finders in connection with the Private Placement comprised of: (i) a fee payable in cash equal to up to 6.0% of the gross proceeds raised in the Private Placement by investors introduced by the applicable finder; and (ii) such number of warrants (the “Finder Warrants”) equal to up to 6.0% of the quotient obtained by dividing (X) the aggregate principal amount of the Notes sold to subscribers introduced by the applicable finder by (Y) 0.80. Each Finder Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of CAD$1.00 for a period of 36 months from the date of issuance.

The Company anticipates that certain directors, officers and insiders of the Company will purchase Note Units in an aggregate amount of $1,250,000 under the Private Placement, constituting, to that extent, a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities distributed in the Private Placement nor the consideration received for those securities, in so far as the Private Placement involves the directors and officers, exceeds 25% of the Company’s market capitalization.

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.

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.