ONEnergy Inc. Announces Updates to Debt Settlement, Annual General and Special Meeting and Proposed Reverse Takeover Transaction

(TheNewswire)

VANCOUVER, BC – TheNewswire- July 2, 2025 - ONEnergy Inc. (TSXV NEX: OEG.H)(“ONE” or the “Company”) provides an update on the debtsettlement (the “DebtSettlement”) disclosed in the Company’s newsrelease dated May 23, 2025. Furthermore, the Company announces it willseek approval from the shareholders of the Company (the“Shareholders”) for the continuance of the Company from Ontario toBritish Columbia (the “Continuance”), the adoption of its omnibusequity incentive plan (the “Omnibus Plan”), the Debt Settlement and thedebt settlement of other non-arm’s length parties (together with theDebt Settlement, the “DebtSettlements”) and the consolidation(the “Consolidation”) of up to fifty (50) to one(1) common shares in the capital of the Company (the “Common Shares”), atits upcoming annual general and special meeting on July 16, 2025 (the“Meeting”). For more information on the Debt Settlements, theContinuance, the adoption of the Omnibus Plan or the Consolidation,please see the Company’s information circular for the Meeting datedJune 13, 2025 (the “Circular”). The Company also provides anupdate on its proposed reverse takeover transaction disclosed in theCompany’s news release dated May 23, 2025.

Debt Settlements with Non-Arm’sLength Parties

Further to the Company’s news release dated May 23,2025, the Company proposes to enter into debtsettlement agreements with each of Messrs.Stephen J.J. Letwin, Lawrence Silber and Ivan Bos, all of whom aredirectors of the Company with Mr. Letwin also being the Chairman ofthe Company, and therefore non-arm’s length parties of the Company,as follows:

1.  With regard to settling thedebts still owed to Mr. Letwin, the Company will settle an amount of$1,084,301, which is a liability that accrued during the period fromApril 2023 to May 2025 (the “Letwin Debt”) and relates to amounts owingto Mr. Letwin for an outstanding secured promissory note of theCompany held by Mr. Letwin, plus applicable interest, for his servicesas a director of the Company and for his business development expensesin his capacity as Chairman of the board of directors (the“Board”). The Company and Mr. Letwin have agreed to theconversion of the Letwin Debt into 54,215,050 Common Shares at adeemed price of $0.02 per Common Share, subject to adjustment in theevent of a consolidation or split of the Common Shares. Specifically,Mr. Letwin is owed the following amounts which comprise the LetwinDebt: (a) $77,500 for director fees which upon settlement amounts to aproposed issuance of 3,875,000 Common Shares; (b) $831,528 outstanding under a secured promissory note,including the principal amount of $745,000 plusaccrued interest of $86,528, which upon settlement amounts to aproposed issuance of 41,576,400 Common Shares; and (c) $175,273 forbusiness development expenses which upon settlement amounts to aproposed issuance of 8,763,650 Common Shares.

The Company notes that there was an error in theCircular which disclosed that the conversion of the Letwin Debt wouldamount to “54,125,050” Common Shares when the correct amount is“54,215,050” Common Shares.

2.  With regard to settling thedebts still owed to Mr. Silber, the Company will settle an amount of$62,000, which is a liability that accrued during the period fromApril 2023 to March 2025 (the “Silber Debt”) andrelates to amounts owing to Mr. Silber for his services as a directorof the Company. The Company and Mr. Silber have agreed to theconversion of the Silber Debt into 3,100,000 Common Shares at a deemedprice of $0.02 per Common Share, subject to adjustment in the event ofa consolidation or split of the Common Shares.

3.  With regard to settling thedebts still owed to Dr. Bos, the Company will settle an amount of$63,500, which is a liability that accrued during the period fromApril 2023 to March 2025 (the “Bos Debt”) andrelates to amounts owing to Dr. Bos for his services as a director ofthe Company. The Company and Dr. Bos have agreed to the conversion ofthe Bos Debt into 3,175,000 Common Shares at a deemed price of $0.02 per Common Share, subject to adjustment in theevent of a consolidation or split of the Common Shares.

All securities issued pursuant to the settlement of theLetwin Debt, Silber Debt and Bos Debt will be subject to a hold periodof four months and one day from the date of issuance.

The proposed Debt Settlements will be considered a“related party transaction” pursuant to Multilateral Instrument61-101 – Protection ofMinority Security Holders in Special Transactions (“MI61-101”). The Company intends to rely uponSection 5.5(b) of MI 61-101 for an exemption from the formal valuationrequirement of MI 61-101, as the securities of the Company are notlisted or quoted on a specified market. The Company is also seekingminority shareholder approval for the related party transaction underSection 5.3 of MI 61-101 at the Meeting. The Company intends to seekall necessary regulatory approval required to rely on the exemptionsdescribed above.

Continuance

The Company is currently governed by the laws of theprovince of Ontario and is subject to the provisions of theBusiness CorporationsAct (Ontario) (the “OBCA”). At theMeeting, Shareholders will be asked to consider, and if thoughtadvisable, to pass, with or without variation, a special resolutionauthorizing the continuance of the Company from the OBCA to theBusiness CorporationsAct (British Columbia) (the “BCBCA”).

The Continuance, if approved, will change the legaldomicile of the Company and will affect certain rights of Shareholdersas they currently exist under the OBCA. Accordingly, Shareholdersshould consult their own independent legal advisors regardingimplications of the Continuance which may be of particular importanceto them.

The BCBCA permits companies incorporated outside ofBritish Columbia to be continued into British Columbia. Uponcompletion of the Continuance, the OBCA will cease to apply to theCompany and the Company will thereupon become subject to the BCBCA.The Continuance will not create a new legal entity, affect thecontinuity of the Company or result in a change to its business, oraffect the number of Shares held by each Shareholder. In conjunctionwith the Continuance, Shareholders are also requested to authorize andapprove the amendment of the bylaws under the OBCA by replacing thecurrent articles and bylaws of the Company in their entirety by newnotice of articles and articles under the BCBCA to occur uponcompletion of the Continuance.

Shareholders are urged to review the Circular for moreinformation about the Continuance.

Omnibus Plan

On June 13, 2025, the Company adopted a form of rollinglong-term omnibus equity incentive plan conditional on approval by theShareholders. Upon implementation, the Company will cease to issue anyfurther incentive securities under its previously approved fixedoption plan (the “FixedOption Plan”) and deferred share units plan(the “DSU Plan”), and previously issued incentive securities issuedpursuant to such plans remain outstanding in accordance with theirterms.

The Omnibus Plan provides flexibility to the Company togrant equity-based incentive awards in the form of the Company’soptions, restricted share units, performance share units and deferredshare units. A summary of the key terms of the Omnibus Plan is set outin the Circular.

A resolution (the “Omnibus Plan Resolution”) will be placed before the Shareholders at the Meeting toapprove the Omnibus Plan. If the Omnibus Plan is approved byShareholders at the Meeting, the Omnibus Plan will not be implementedor effective until the Common Shares are listed on a recognized stockexchange, such as the TSX Venture Exchange, and are no longer listedon the NEX. Until the Omnibus Plan isimplemented, the Fixed Option Plan and the DSU Plan will continue tobe operative. On June 30, 2025, the TSX Venture Exchange provided the Company with conditionalacceptance of the Omnibus Plan. The Companyintends to seek all necessary regulatory approval required for theadoption of the Omnibus Plan.

In the event the Omnibus Plan is implemented andeffective, the Fixed Option Plan and the DSU Plan will continue togovern outstanding awards that have been previously grantedthereunder; however, the Company will not issue any new awards underthe Fixed Option Plan and the DSU Plan. Pursuant to the rules of theTSX Venture Exchange, the Omnibus Plan must receive Shareholderapproval at each annual general meeting of the Company.

If the Omnibus Plan is not approved by Shareholders atthe Meeting, the Fixed Option Plan and the DSU Plan will continue tobe operative. In order to be effective, the Omnibus Plan Resolutionmust be approved by the affirmative vote of a simple majority of thevotes cast at the Meeting in respect of such resolution.

Consolidation

The Shareholders will be asked at the Meeting toconsider and, if deemed advisable, to approvewith or without variation, an ordinary resolution (the “Consolidation Resolution”) to approve the consolidation of the Common Shares on thebasis of up to fifty (50) pre-consolidation Common Shares beingconsolidated into one (1) post-consolidation Common Share.

The Company is pursuing the Consolidation for thepurposes of recalibrating its share capital and float in connectionwith an eventual graduation from the NEX to the TSX Venture Exchange.While the Company currently intends to pursue a stock exchange listingon the TSX Venture Exchange, completion of any listing is subject tothe satisfaction of applicable listing requirements of that stockexchange as well as any required regulatory approvals. There can be noassurance that the Common Shares will be listed on the TSX VentureExchange, and the Company may elect to proceed or not proceed with theConsolidation at any time in its sole discretion. Completion of theConsolidation is not contingent upon completion of a listing on theTSX Venture Exchange, and the Company may elect to complete theConsolidation in advance of any listing.

Upon completion of the Continuance, the constatingdocuments of the Company, and the Business Corporations Act (British Columbia) permit the Board to authorize theconsolidation of the Common Shares without the approval ofShareholders. The policies of the TSX Venture Exchange require theCompany to seek approval of Shareholders for any securityconsolidation which, when combined with any other securityconsolidation conducted by the Company within the previous twenty-fourmonths that was not approved by Shareholders, would result in acumulative consolidation ratio of greater than ten (10) to one (1)over such period. Shareholders are being asked to consider and approvethe Consolidation Resolution to satisfy the policy requirements of theTSX Venture Exchange.

The Consolidation will take effect on a date to becoordinated with the NEX or the TSX Venture Exchange, as applicable.The Company will announce by news release the effective date of theConsolidation, as well as the final exchange ratio. Completion of theConsolidation remains subject to the NEX or TSX Venture Exchange andthe satisfaction of any applicable public distribution requirements.Notwithstanding the foregoing, even if the Consolidation Resolution isapproved by Shareholders at the Meeting, the Board may elect not toproceed with the Consolidation, in its sole discretion. The Board willcontinue to assess market conditions and the interests of the Companyand Shareholders before proceeding to effect the Consolidation, if atall.

Proposed Reverse Takeover TransactionUpdate

Further to the Company’s news release dated May 23,2025, the Company is pleased to provide an update on the proposedacquisition of two gold projects, being theGolden Heart Property and the Bingo Gold Deposit from MatrixsetInvestment Corporation (“Matrixset”), which will constitute a reversetakeover of the Company (the “Transaction”). OnJune 30, 2025, the Company and Matrixset entered into an extensionagreement to extend the previously executed letter of intent betweenthe parties until July 31, 2025. The parties continue to utilize theirbest efforts to diligently work towards the preparation and signing ofthe definitive agreement (the “Definitive Agreement”) and will provide further updates once available.

Completion of the Transaction is subject to a number ofconditions, including, among other items, the entering into of aDefinitive Agreement and receipt of all required regulatory andthird-party consents, including approval of the Transaction by the TSXVenture Exchange and the listing of the Company on the TSXV as a Tier1 Mining issuer.

About ONEnergy Inc.

ONE’s common shares are listed on the NEX board ofthe TSXV under the symbol “OEG.H”. Material information about ONEcan be found on SEDAR+ under the Company’s issuer profile atwww.sedarplus.ca. ONE’s corporate website may be found at www.onenergyinc.com.

For additional information please contact:

Ray de Ocampo, CFO ONEnergy Inc. at irinfo@onenergyinc.com, 416-444-4848.

About Matrixset InvestmentCorporation

Matrixset is a private company focused on theacquisition and development of gold claims and resource properties inCanada

Forward-Looking Information

This news release contains statements which constitute“forward-looking information” within the meaning of applicablesecurities laws, including statements regarding the plans, intentions,beliefs and current expectations of ONE and Matrixset with respect tofuture business activities and operating performance. Forward-lookinginformation is often identified by the words “may”, “would”,“could”, “should”, “will”, “intend”, “plan”,“anticipate”, “believe”, “estimate”, “expect” orsimilar expressions and includes information regarding: (i) the DebtSettlements, including the terms of the Debt Settlements and thetiming of the closing of the Debt Settlements; (ii) the Continuance,including the completion and timing of the Continuance; (iii) theadoption of the Omnibus Plan, including the timing of the adoption ofthe Omnibus Plan; (iv) the Consolidation, including the consolidationratio, the completion of the Consolidation and the timing of theConsolidation; and (v) the approval of the Shareholders required toeffect the Debt Settlements, the Continuance, the adoption of theOmnibus Plan and the Consolidation; (vi) the regulatory approvalnecessary to effect the Debt Settlements, the Continuance, theadoption of the Omnibus Plan and the Consolidation and (vii) theTransaction, including whether the Transaction will be consummated,including whether conditions to the consummation of the Transaction,including, among other items, the entering into the DefinitiveAgreement, receipt of all required regulatory and third-party consentssuch approval of the Transaction by the TSXV and the listing of theCompany on the TSXV as a Tier 1 Mining Issuer.

Investors are cautioned that forward-lookinginformation is not based on historical facts but instead reflect eachcompany’s management’s expectations, estimates or projectionsconcerning future results or events based on the opinions, assumptionsand estimates of management considered reasonable at the date thestatements are made. Although each of ONE and Matrixset believe thatthe expectations reflected in such forward-looking information arereasonable, such information involves risks and uncertainties, andundue reliance should not be placed on such information, as unknown orunpredictable factors could have material adverse effects on futureresults, performance or achievements of the resulting issuer of theTransaction. Among the key factors that could cause actual results todiffer materially from those projected in the forward-lookinginformation are the following: the ability to consummate and complete the Transaction, the DebtSettlements, the Continuance, the adoption of the Omnibus Plan and theConsolidation; the ability to obtain requisite regulatory approvalsand shareholders’ approvals and the satisfaction of other conditionsto the consummation and completion of the Transaction, the DebtSettlements, the Continuance, the adoption of the Omnibus Plan and theConsolidation on the proposed terms and schedules; the potentialimpact of the announcements or consummation and completion of theTransaction, the Debt Settlements, the Continuance, the adoption ofthe Omnibus Plan and the Consolidation on relationships, includingwith regulatory bodies, shareholders, employees, suppliers, customersand competitors; changes in general economic, business and politicalconditions, including changes in the financial markets; and thediversion of management time on the Transaction, the Debt Settlements,the Continuance, the adoption of the Omnibus Plan and theConsolidation. This forward-looking information may be affected byrisks and uncertainties in the business of ONE and Matrixset andmarket conditions.

Should one or more of these risks or uncertaintiesmaterialize, or should assumptions underlying the forward-lookinginformation prove incorrect, actual results may vary materially fromthose described herein as intended, planned, anticipated, believed,estimated or expected. Although ONE and Matrixset have attempted toidentify important risks, uncertainties and factors which could causeactual results to differ materially, there may be others that causeresults not to be as anticipated, estimated or intended. ONE andMatrixset do not intend, and do not assume any obligation, to updatethis forward-looking information except as otherwise required byapplicable law.

All information contained in this news release withrespect to ONE or Matrixset was supplied by ONE or Matrixset,respectively, for inclusion herein, without independent review by theother party, and each party and its directors and officers have reliedon the other party for any information concerning the otherparty.

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

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