ONEnergy enters definitive deal to acquire Matrixset

Executive Summary

• ONEnergy Inc. has entered into a definitive acquisition agreement to acquire Matrixset Investment Corp. via a statutory amalgamation, constituting a reverse takeover transaction.
• Upon completion, ONEnergy will change its name and list on Tier 1 of the TSX Venture Exchange, carrying on the business of Matrixset as a Tier 1 mining issuer focused on gold exploration in Saskatchewan.
• The transaction involves the issuance of 320 million common shares to Matrixset shareholders, a share consolidation (1-for-45), and debt settlement, resulting in Matrixset shareholders acquiring control of the resulting entity.

Key Details

• Transaction Structure: Statutory amalgamation under the Business Corporations Act (British Columbia) via a three-cornered structure involving ONEnergy, a wholly-owned subsidiary (AcquisitionCo), and Matrixset.
• Consideration: ONEnergy will issue an aggregate of 320 million common shares to Matrixset shareholders, plus additional shares for a concurrent financing.
• Control Shift: Matrixset shareholders will acquire control of the company; existing ONEnergy shareholders are expected to hold approximately 1.16% or less of the resulting issuer.
• Share Consolidation: ONEnergy will consolidate common shares on a 1-for-45 basis (or other ratio approved by TSX-V).
• Debt Settlement: All outstanding indebtedness of ONEnergy will be settled via the issuance of common shares.
• Listing Change: Shares will be delisted from the NEX board and listed on Tier 1 of the TSX Venture Exchange, subject to approval.
• Name Change: ONEnergy will change its name to one determined by Matrixset; continuation from Ontario to British Columbia is expected prior to closing.
• Escrow: Securities issued to Matrixset shareholders, insiders, and control persons will be subject to escrow, pooling, and resale restrictions per TSX-V policies.
• Matrixset Assets: 100% interest in five gold exploration projects in northeastern Saskatchewan:
  • Golden Heart: 2,338 hectares, 145 km north of La Ronge.
  • Bingo: 3 claims (including historical Roy Lloyd mine site), 95 km north of La Ronge.
  • Komis: 1,110 hectares, 150 km north of La Ronge.
  • Thunderbird: 5,612 hectares, 200 km north-northeast of La Ronge.
  • Corner Lake: 1,785 hectares on the Oven Lake property, 145 km north of La Ronge.
• Closing Conditions: TSX-V acceptance, completion of consolidation and debt settlement, completion of concurrent financing, and delivery of Matrixset’s audited financial statements.
• Trading Status: Trading in ONEnergy common shares is currently halted.

Notable Quotes

• None provided in the text.