ONEnergy Inc. Announces Amendment Of Secured Grid Promissory Note And Update To Proposed Reverse Takeover Transaction

Executive Summary

• ONEnergy Inc. and Chairman Stephen J.J. Letwin amended the Secured Grid Promissory Note, increasing the borrowing limit to $1.25 million and extending maturity to December 31 2026, providing additional working‑capital support.
• The amendment is a related‑party transaction but does not require minority shareholder approval under MI 61‑101.
• ONEnergy also extended its non‑binding Letter of Intent with Matrixset Investment Corporation to April 30 2026 as it continues negotiations toward a reverse takeover involving the Golden Heart Property and Bingo Gold Deposit.

Key Details

• Secured Note amendment (effective Dec 31 2025):
• New borrowing limit: $1,250,000 (up $300,000 from prior $950,000).
• Maturity extended to December 31 2026.
• Interest rate remains 10% per annum; note is non‑convertible and secured by a first‑ranking security over company assets.
• Historical amendments to the Secured Note:
• Original limit $450,000 (maturity Dec 31 2023).
• March 31 2024: added $200,000 → $650,000 total.
• Dec 31 2024: increased to $950,000 and extended maturity to Dec 31 2025.
• Use of proceeds (historical): funded proposal trustee fees, legal costs for the Bankruptcy & Insolvency Act “Proposal,” working‑capital during the Proposal, and post‑Proposal transaction pursuits.
• Related‑party status: The note is a related‑party loan under MI 61‑101; no formal valuation or minority approval required because it contains no equity or voting component.
• LOI extension with Matrixset Investment Corp.:
• Original LOI (May 23 2025) targeted acquisition of the Golden Heart Property and Bingo Gold Deposit, effecting a reverse takeover and Tier‑1 listing on the TSX Venture Exchange.
• Extension agreements signed for June 30 2025, July 31 2025, August 31 2025, and Dec 31 2025, now extending the LOI expiry to April 30 2026.
• Conditions to completion: Execution of a definitive agreement, receipt of all required regulatory and third‑party consents, approval by the TSX Venture Exchange, and successful listing as a Tier 1 mining issuer.

Notable Quotes

(No direct quotes were provided in the release.)