Banxa Holdings Inc. (TSXV:BNXA) (OTCQX:BNXAF) (FSE:AC00) ("Banxa" or the "Company") is pleased to announce that all matters submitted to shareholders for approval as set out in detail in the Company's management information circular ("Circular") dated February 16, 2022 were approved at the annual general and special meeting of the shareholders of the Company held on March 31, 2022 (the "Meeting"). At the Meeting RSM Canada LLP was re-appointed as auditor of the Company, and the incumbent members of the board of directors, being Doron Cohen, Domenic Carosa, Matthew Cain and Joshua Landau were re-elected.

In addition to the above, disinterested shareholders of the Company voted in favour of making certain amendments to the escrow agreement dated September 27, 2018 (the "Escrow Agreement") among the Company (formerly as A-Labs Capital I Corp.), TSX Trust Company and certain shareholders of the Company, to align the Escrow Agreement with changes made to the TSX Venture Exchange ("TSXV" or the "Exchange") Policy 2.4 - Capital Pool Companies, which became effective as at January 1, 2021 (the "New CPC Policy").

Pursuant to the New CPC Policy, the Company wished to amend the Escrow Agreement to reduce the length of the term of the escrow release provision in the Escrow Agreement from 36 months to 18 months as permitted by Section 10.2 of the New CPC Policy (the "Escrow Amendment"). As required under the New CPC Policy, the Company obtained disinterested shareholder approval of the Escrow Amendment, by way of specific separate resolutions at the Meeting.

Further details relating to the proposed Escrow Amendment are disclosed in the Circular which is available on the Company's profile at www.sedar.com.

The Escrow Amendment remains subject to the approval of the TSXV.

New Stock Option Plan

The Company is also pleased to announce that its proposal to adopt a new rolling 10% stock option plan (the "New Option Plan") as a result of certain amendments made to TSXV Policy 4.4 - Security Based Compensation ("Policy 4.4") which came into effect on November 24, 2021, was approved by way of specific separate resolutions at the Meeting. The New Option Plan replaces and supersedes the Company's previous 10% rolling stock option plan adopted on December 16, 2019. For more information on the changes to Policy 4.4, please see the TSXV Bulletin re Policy 4.4 - Security Based Compensation (November 24, 2021).

The New Option Plan is subject to the approval of the TSXV.

ON BEHALF OF THE BOARD OF DIRECTORS

Per: "DOMENIC CAROSA"
Domenic Carosa
Chairman (+1-888-218-6863)

About BANXA

BANXA (TSX-V:BNXA - Banxa Holdings Inc.) is a Payment Services Provider (PSP) with a mission to build the bridge between traditional financial systems, regulation and the digital asset space. Our goal is to onboard the general public to digital currency by building a fully compliant payment infrastructure that enables simple and secure conversion of fiat currency to digital currency (USD/CAD to BTC/ETC). Banxa has offices in Australia and the Netherlands. For further information, see www.banxa.com

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither 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.

Investor Relations:

North America: +1 (604) 609 6169
International: +61 451 744 080
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Lytham Partners, LLC New York/Phoenix
Ben Shamsian
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Media Contacts:

Liam Bussell, Head of Corporate Communications
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CAUTIONARY NOTE WITH RESPECT TO FORWARD-LOOKING STATEMENTS

This news 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", "expects" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or will "potentially" or "likely" 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, the Company's expectation to complete the Escrow Amendment and adopt the New Option Plan, and the receipt of Exchange approval for the Escrow Amendment and New Option Plan.

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, risks related to the failure of the Company to receive Exchange approval for the Escrow Amendment and the New Option Plan.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, assumptions regarding the Company's ability to accurately comply with the New CPC Policy and receive Exchange Approval for the Escrow Amendment, and the Company's ability to accurately comply with the new Policy 4.4 and receive Exchange approval for the New Option Plan.

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. The Company seeks safe harbor.