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

Debt Settlements with Non-Arm’s Length Parties

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

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

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

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

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

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

The proposed Debt Settlements will be considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely upon Section 5.5(b) of MI 61-101 for an exemption from the formal valuation requirement of MI 61-101, as the securities of the Company are not listed or quoted on a specified market. The Company is also seeking minority shareholder approval for the related party transaction under Section 5.3 of MI 61-101 at the Meeting. The Company intends to seek all necessary regulatory approval required to rely on the exemptions described above.

Continuance

The Company is currently governed by the laws of the province of Ontario and is subject to the provisions of the Business Corporations Act (Ontario) (the “OBCA”). At the Meeting, Shareholders will be asked to consider, and if thought advisable, to pass, with or without variation, a special resolution authorizing the continuance of the Company from the OBCA to the Business Corporations Act (British Columbia) (the “BCBCA”).

The Continuance, if approved, will change the legal domicile of the Company and will affect certain rights of Shareholders as they currently exist under the OBCA. Accordingly, Shareholders should consult their own independent legal advisors regarding implications of the Continuance which may be of particular importance to them.

The BCBCA permits companies incorporated outside of British Columbia to be continued into British Columbia. Upon completion of the Continuance, the OBCA will cease to apply to the Company and the Company will thereupon become subject to the BCBCA. The Continuance will not create a new legal entity, affect the continuity of the Company or result in a change to its business, or affect the number of Shares held by each Shareholder. In conjunction with the Continuance, Shareholders are also requested to authorize and approve the amendment of the bylaws under the OBCA by replacing the current articles and bylaws of the Company in their entirety by new notice of articles and articles under the BCBCA to occur upon completion of the Continuance.

Shareholders are urged to review the Circular for more information about the Continuance.

Omnibus Plan

On June 13, 2025, the Company adopted a form of rolling long-term omnibus equity incentive plan conditional on approval by the Shareholders. Upon implementation, the Company will cease to issue any further incentive securities under its previously approved fixed option plan (the “Fixed Option Plan”) and deferred share units plan (the “DSU Plan”), and previously issued incentive securities issued pursuant to such plans remain outstanding in accordance with their terms.

The Omnibus Plan provides flexibility to the Company to grant equity-based incentive awards in the form of the Company’s options, restricted share units, performance share units and deferred share units. A summary of the key terms of the Omnibus Plan is set out in the Circular.

A resolution (the “Omnibus Plan Resolution”) will be placed before the Shareholders at the Meeting to approve the Omnibus Plan. If the Omnibus Plan is approved by Shareholders at the Meeting, the Omnibus Plan will not be implemented or effective until the Common Shares are listed on a recognized stock exchange, such as the TSX Venture Exchange, and are no longer listed on the NEX. Until the Omnibus Plan is implemented, the Fixed Option Plan and the DSU Plan will continue to be operative. On June 30, 2025, the TSX Venture Exchange provided the Company with conditional acceptance of the Omnibus Plan. The Company intends to seek all necessary regulatory approval required for the adoption of the Omnibus Plan.

In the event the Omnibus Plan is implemented and effective, the Fixed Option Plan and the DSU Plan will continue to govern outstanding awards that have been previously granted thereunder; however, the Company will not issue any new awards under the Fixed Option Plan and the DSU Plan. Pursuant to the rules of the TSX Venture Exchange, the Omnibus Plan must receive Shareholder approval at each annual general meeting of the Company.

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

Consolidation

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

The Company is pursuing the Consolidation for the purposes of recalibrating its share capital and float in connection with an eventual graduation from the NEX to the TSX Venture Exchange. While the Company currently intends to pursue a stock exchange listing on the TSX Venture Exchange, completion of any listing is subject to the satisfaction of applicable listing requirements of that stock exchange as well as any required regulatory approvals. There can be no assurance that the Common Shares will be listed on the TSX Venture Exchange, and the Company may elect to proceed or not proceed with the Consolidation at any time in its sole discretion. Completion of the Consolidation is not contingent upon completion of a listing on the TSX Venture Exchange, and the Company may elect to complete the Consolidation in advance of any listing.

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

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

Proposed Reverse Takeover Transaction Update

Further to the Company’s news release dated May 23, 2025, the Company is pleased to provide an update on the proposed acquisition of two gold projects, being the Golden Heart Property and the Bingo Gold Deposit from Matrixset Investment Corporation (“Matrixset”), which will constitute a reverse takeover of the Company (the “Transaction”). On June 30, 2025, the Company and Matrixset entered into an extension agreement to extend the previously executed letter of intent between the parties until July 31, 2025. The parties continue to utilize their best efforts to diligently work towards the preparation and signing of the definitive agreement (the “Definitive Agreement”) and will provide further updates once available.

Completion of the Transaction is subject to a number of conditions, including, among other items, the entering into of a Definitive Agreement and receipt of all required regulatory and third-party consents, including approval of the Transaction by the TSX Venture Exchange and the listing of the Company on the TSXV as a Tier 1 Mining issuer.

About ONEnergy Inc.

ONE’s common shares are listed on the NEX board of the TSXV under the symbol “OEG.H”. Material information about ONE can be found on SEDAR+ under the Company’s issuer profile at www.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 Investment Corporation

Matrixset is a private company focused on the acquisition and development of gold claims and resource properties in Canada

Forward-Looking Information

This news release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of ONE and Matrixset with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: (i) the Debt Settlements, including the terms of the Debt Settlements and the timing of the closing of the Debt Settlements; (ii) the Continuance, including the completion and timing of the Continuance; (iii) the adoption of the Omnibus Plan, including the timing of the adoption of the Omnibus Plan; (iv) the Consolidation, including the consolidation ratio, the completion of the Consolidation and the timing of the Consolidation; and (v) the approval of the Shareholders required to effect the Debt Settlements, the Continuance, the adoption of the Omnibus Plan and the Consolidation; (vi) the regulatory approval necessary to effect the Debt Settlements, the Continuance, the adoption of the Omnibus Plan and the Consolidation and (vii) the Transaction, including whether the Transaction will be consummated, including whether conditions to the consummation of the Transaction, including, among other items, the entering into the Definitive Agreement, receipt of all required regulatory and third-party consents such approval of the Transaction by the TSXV and the listing of the Company on the TSXV as a Tier 1 Mining Issuer.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect each company’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although each of ONE and Matrixset believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the resulting issuer of the Transaction. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate and complete the Transaction, the Debt Settlements, the Continuance, the adoption of the Omnibus Plan and the Consolidation; the ability to obtain requisite regulatory approvals and shareholders’ approvals and the satisfaction of other conditions to the consummation and completion of the Transaction, the Debt Settlements, the Continuance, the adoption of the Omnibus Plan and the Consolidation on the proposed terms and schedules; the potential impact of the announcements or consummation and completion of the Transaction, the Debt Settlements, the Continuance, the adoption of the Omnibus Plan and the Consolidation on relationships, including with regulatory bodies, shareholders, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; and the diversion of management time on the Transaction, the Debt Settlements, the Continuance, the adoption of the Omnibus Plan and the Consolidation. This forward-looking information may be affected by risks and uncertainties in the business of ONE and Matrixset and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although ONE and Matrixset have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. ONE and Matrixset do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

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

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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