VANCOUVER, BC – TheNewswire - May 23, 2025 - ONEnergy Inc. (TSXV NXE: ONE) (“ONE” or the “Company”) and Matrixset Investment Corporation (“Matrixset”) are pleased to announce that they have entered into a non-binding letter of intent dated May 22, 2025 (the “LOI”) with respect to the acquisition (the “Transaction”) of two gold projects, being the Golden Heart Property and the Bingo Gold Deposit (together, the “Properties”), which will constitute a reverse takeover of the Company.

 

The Golden Heart Property is located 145 km north of the Town of La Ronge, in northeastern Saskatchewan, and consists of four mineral claims totaling 2,338 ha in area. The Bingo Gold Deposit is located 95 km north of the Town of La Ronge and 15 km north of the small community of Missinipe, and consists of three mineral claims one of which hosted the historical Roy Lloyd mine, operated by Golden Band Resources Inc. from 2011 to 2013.

 

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

 

It is anticipated that the board of directors of the Company after the completion of the Transaction (the “Resulting Issuer”) shall be reconstituted to consist of nominees of Matrixset, which shall include Stephen J. J. Letwin (the current Chair, and a director, of ONE) as Chair, and certain officers of the Company shall resign and be replaced with officers appointed by the new board of directors.

 

Trading of the common shares of ONE has been halted as a result of the announcement of the Transaction and will remain halted pending the review of the Transaction by the TSXV and satisfaction of conditions of the TSXV for resumption. The Company expects that trading will not resume prior to the closing of the Transaction.

 

There are no Non-Arm's Length Parties to the Transaction.

 

Debt Settlement

 

ONE is also announcing that it will complete a debt settlement (the “Debt Settlement”) of all its outstanding indebtedness, currently totaling $1,223,520, including $1,086,413 owed to Mr. Letwin, by issuing common shares of ONE at the deemed price under the Transaction. The closing of the Debt Settlement is expected to occur following approval from TSXV and prior to the Transaction.

 

Any securities issued in connection with the Debt Settlement will be issued in reliance on certain prospectus exemptions under applicable securities legislation and will be subject to a hold period of four months and a day.

 

Under the proposed Debt Settlement, common shares of ONE will be issued to Stephen J.J. Letwin, the President and CEO, and a director, of ONE. The Debt Settlement will therefore 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, and Section 5.7(b) of MI 61-101 for an exemption from the minority shareholder approval requirements of MI 61-101, as the fair market value of the Debt Settlement does not exceed $2,500,000.

 

Further Information

 

The final structure of the Transaction will be determined by the parties following receipt of tax, corporate and securities law advice. Upon entering into the Definitive Agreement in respect of the Transaction, the Company intends to issue a further press release which will disclose the finalized terms of the Transaction.

 

There can be no assurance that the Transaction will be completed as proposed, or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

 

None of the securities to be issued in connection with the Transaction or the Debt Settlement have been, or will be, registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws, and none of such securities may be offered or sold in the United States or to any U.S. Person (as defined in Regulation S under the 1933 Act) absent registration under the 1933 Act and applicable state securities laws or an exemption from such registration. This press release does not constitute an offer to sell or a solicitation of an offer to sell any securities in any jurisdiction where such offer or solicitation would be unlawful, including the United States.

 

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.

 

About Matrixset Investment Corporation

 

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

 

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: David Thornley-Hall, Matrixset Investment Corporation at 604-274-0808 or Ray de Ocampo, CFO ONEnergy Inc. at irinfo@onenergyinc.com, 416-444-4848.

 

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 structure of the Transaction; (ii) 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; (iii) board of the directors of the Resulting Issuer; (iv) the trading halt of the common shares of the Company and the resumption of trading of the common shares of the Company; and (v) the Debt Settlement, including the terms of the Debt Settlement and the timing of the closing of the Debt Settlement.

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. 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 the Transaction and the Debt Settlement; the ability to obtain requisite regulatory approvals and the satisfaction of other conditions to the consummation of the Transaction and the Debt Settlement on the proposed terms and schedule; the potential impact of the announcement or consummation of the Transaction and the Debt Settlement on relationships, including with regulatory bodies, 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. 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.

  

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