Domenico Carosa Files Early Warning Report with Respect to Common Shares of Banxa Holdings Inc.

AMSTERDAM, April 02, 2025 (GLOBE NEWSWIRE) — Domenico Carosa has filed on SEDAR+ (www.sedarplus.com) an early warning report with respect to Common Shares (the “Shares”) of Banxa Holdings Inc. (the “Issuer” or “Banxa”) disposed and/or acquired by Domenico Carosa. This press release is being made by Mr. Carosa to report a historical disposition and/or acquisitions of Shares that was not previously reported under the requirements of the early warning reporting system.

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Upon the completion of the Issuer’s qualifying transaction on December 23, 2020, Mr. Carosa held beneficial ownership or control of an aggregate opening balance of 6,232,468 Shares and 688,888 incentive stock options of the Issuer, representing, at that time, approximately 15.31% of the Issuer’s issued and outstanding Shares on a non-diluted basis, or 17.00% of the Issuer’s issued and outstanding Shares on a partially-diluted basis, assuming the exercise of Mr. Carosa’s incentive stock options only.

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On July 14, 2023, Mr. Carosa beneficially acquired 10,000 Shares (acquired by Dominet B.V. as registered holder) (the “Reportable Event”) through the facilities of the TSX Venture Exchange. Pursuant to the Reportable Event, the 10,000 Shares were acquired at an acquisition price of $1.00 per Share for total net proceeds of $10,000. Immediately prior to the Reportable Event, Mr. Carosa beneficially owned 6,235,968 Shares and 688,888 options, representing approximately 14.96% of the Issuer’s then-issued and outstanding Shares on a partially-diluted basis. Immediately following the Reportable Event, Mr. Carosa beneficially owned 6,245,968 Shares and 688,888 options, representing approximately 14.99% of the Issuer’s then-issued and outstanding Shares on a partially-diluted basis. Given that the total issued and outstanding Shares of the Issuer had increased since the early warning report dated December 30, 2020 (the “Prior EWR”) (resulting in dilution to Mr. Carosa’s holdings), the Reportable Event triggered a reportable transaction for Mr. Carosa under the early warning reporting system as follows: when compared against Mr. Carosa’s aggregate beneficial shareholding percentage as last reported in the Prior EWR, Mr. Carosa’s aggregate beneficial shareholding percentage immediately following the Reportable Transaction represented a decrease of 2.02%, on a partially diluted basis.

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Subsequent to the Reportable Event and to the date hereof, Mr. Carosa has made additional acquisitions or dispositions of Shares, which in the aggregate do not trigger the requirement to file an additional early warning report. Nevertheless, disclosure is being made herein as to the current beneficial holdings of Mr. Carosa. As of the date hereof, Mr. Carosa beneficially owns, or controls or directs, a total of 5,600,000 Shares and 688,888 options to purchase Shares, representing 12.28% of the issued and outstanding Shares of the Issuer on a non-diluted basis and 13.59% of the issued and outstanding Shares on a partially diluted basis. In addition, Mr. Carosa notes that it has made certain changes to the registered ownership of its Shares, without affecting ultimate beneficial ownership, since the Prior EWR. The current registered ownership is as follows: of the 5,600,000 Shares beneficially owned by Mr. Carosa, 4,600,000 Shares are held by Carosa Corporation B.V. and 1,000,000 Shares are held by Dominet Digital Investments Pty. Ltd., both of which are holding companies beneficially owned or controlled by Mr. Carosa.

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Mr. Carosa sold the Shares as part of his investment strategy. Mr. Carosa may further purchase, hold, trade, dispose or otherwise deal in the securities of the Issuer, in such manner as he deems appropriate, including on the open market or through private transactions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed in accordance with applicable securities laws (the “Early Warning Report“). A copy of the Early Warning Report will appear on Banxa’s profile on the SEDAR+ website at www.sedarplus.com. Banxa’s head office is located at 15th Floor, 1111 West Hastings Street Vancouver, BC V6E 2J3. A copy of the Early Warning Report may also be obtained by contacting Mr. Carosa as noted below.

For further information, please contact:

Domenico Carosa
Telephone:
E-mail: [email protected]

Neither the TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the exchange) accepts responsibility for the adequacy or accuracy of this release.

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