Currency Exchange International Announces Adoption of Shareholder Rights Plan

Ocober 27, 2025

Toronto, Canada - October 27, 2025 – Currency Exchange International, Corp. ("CXI" or the "Company") (TSX:CXI) (OTCQX:CURN) announced today that its board of directors (the “Board”) has unanimously approved the adoption of a “new generation” shareholder rights plan (the “Rights Plan”) pursuant to a shareholder rights plan agreement entered into with Computershare Investor Services Inc., as rights agent, dated October 27, 2025 (the “Effective Date”).

In alignment with good governance practices, the Rights Plan is being adopted to help ensure that all shareholders of the Company are treated fairly and equally in the event of any unsolicited take-over bid or other acquisition of control of the Company (including by way of a “creeping take-over bid), allowing the Board time and opportunity to identify, solicit and develop potential alternatives to any unsolicited take-over bids or similar transactions. The Rights Plan also may prevent a potential acquirer from entering into lock-up agreements with existing shareholders prior to launching a take-over bid, except for permitted lock-up agreements as specified in the Rights Plan. The Rights Plan is not being adopted in response to any formal proposal or intention to acquire control of the Company, nor is the Board aware of any pending or threatened take-over bid for the Company. As a result, the Board of Directors has determined that it is advisable and in the best interests of the Company and its shareholders that the Company has in place a shareholder rights plan in the form of the Rights Plan.

The Rights Plan

Pursuant to the Rights Plan, at the close of business on the Effective Date (the “Record Time”) one right (a “Right”) will be attached to each common share of the Company outstanding as of the Effective Date under the Rights Plan. A right will also be attached to each common share issued after the Record Time. The issuance of Rights will not change the manner in which shareholders may trade their common shares. Subject to the terms of the Rights Plan, the Rights become exercisable if a person (an “Acquiring Person”), together with certain related persons (including persons acting “jointly or in concert”, as defined in the Rights Plan), becomes the beneficial owner of 20% or more of the outstanding common shares (the “Stipulated Percentage”) after the Record Time, without complying with the “Permitted Bid” provisions of the Rights Plan.

The Rights Plan will not be triggered solely by the beneficial ownership of the Stipulated Percentage or more of the common shares by a shareholder and its affiliates, associates and joint actors prior to the date hereof, as any such person would be “grandfathered” under the terms of the Rights Plan; however, subsequent purchases or more than 1% of the common shares of the Company by a “grandfathered” person after the Record Time shall cause such person to become an Acquiring Person pursuant to the terms of the Rights Plan. Following a transaction that results in a person becoming an Acquiring Person, the Rights entitle the holder thereof (other than the Acquiring Person and certain related persons), to purchase common shares at a significant discount to the market price at that time.

Under the Rights Plan, a “Permitted Bid” is a take-over bid made in compliance with the Canadian take-over bid regime. Specifically, a Permitted Bid is a take-over bid that is made to all shareholders, that is open for 105 days (or such shorter period as is permitted under the Canadian take-over bid regime) and that contains certain conditions, including that no common shares will be taken up and paid for unless more than 50% of the common shares that are held by independent shareholders are tendered to the take-over bid.

The Rights Plan is similar to shareholder rights plans adopted by other Canadian public companies and ratified by their shareholders. While the Rights Plan is effective as of the Effective Date, it is subject to shareholder ratification within six months of adoption, failing which it will terminate. The Company will be seeking shareholder ratification of the Rights Plan on a to-be-determined date. Adoption of the Rights Plan is also subject to the acceptance of the Toronto Stock Exchange.

The description of the Rights Plan in this press release is qualified in its entirety by the full text of the Rights Plan, which will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

About Currency Exchange International, Corp.

Currency Exchange International is in the business of providing comprehensive foreign exchange technology and processing services for banks, credit unions, businesses, and consumers in the United States and select clients globally. Primary products and services include the exchange of foreign currencies, wire transfer payments, Global EFTs, and foreign cheque clearing. Wholesale customers are served through its proprietary FX software applications delivered on its web-based interface, www.cxifx.com (“CXIFX”), its related APIs with core banking platforms, and through personal relationship managers. Consumers are served through Group-owned retail branches, agent retail branches, and its e-commerce platform, order.ceifx.com (“OnlineFX”).

Contact Information

For further information please contact:

Bill Mitoulas
Investor Relations
(416) 479-9547
Email: [email protected]
Website: www.ceifx.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This press release includes forward-looking information within the meaning of applicable securities laws. This forward-looking information includes, or may be based upon, estimates, forecasts, and statements as to management’s expectations with respect to, among other things, demand and market outlook for wholesale and retail foreign currency exchange products and services, future growth, the timing and scale of future business plans, results of operations, performance, and business prospects and opportunities. Forward-looking statements are identified by the use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “preliminary”, “project”, “will”, “would”, and similar terms and phrases, including references to assumptions.

Forward-looking information is based on the opinions and estimates of management at the date such information is provided, and on information available to management at such time. Forward-looking information involves significant risks, uncertainties and assumptions that could cause the Group’s actual results, performance, or achievements to differ materially from the results discussed or implied in such forward-looking information. Actual results may differ materially from results indicated in forward-looking information due to a number of factors including, without limitation: the ability to successfully conclude the Strategic Alternatives Review Process on a timely basis or at all; the competitive nature of the foreign exchange industry; evolving worldwide geopolitical developments and pandemics including COVID-19 all of which may continue to have a material adverse effect on global economic activity, and may continue to result in volatility and disruption to global supply chains, operations, mobility of people and the financial markets which impact personal and business travel, tourism and factors relevant to the Group’s business; global economic deterioration negatively impacting tourism in general; currency exchange risks, the need for the Group to manage its planned growth, the effects of product development and the need for continued technological change, protection of the Group’s proprietary rights, the effect of government regulation and compliance on the Group and the industry in which it operates, network security risks, the ability of the Group to maintain properly working systems, theft and risk of physical harm to personnel, reliance on key management personnel; volatile securities markets impacting security pricing in a manner unrelated to operating performance and impeding access to capital or increasing the cost of capital as well as the factors identified throughout this press release and in the section entitled “Risks and Uncertainties” of the Group’s Management’s Discussion and Analysis for the three and nine-month periods ended July 31, 2025 and 2024. Forward-looking information contained in this press release represents management’s expectations as of the date hereof (or as of the date such information is otherwise stated to be presented) and is subject to change after such date. The Group disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this press release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained in this press release.