ONEnergy Inc. Enters into Definitive Acquisition Agreement with Matrixset Investment Corporation for Reverse Takeover Transaction

Executive Summary

• ONEnergy Inc. entered into a definitive acquisition agreement to acquire all issued and outstanding securities of Matrixset Investment Corporation via a statutory amalgamation, constituting a reverse takeover.
• The transaction will result in a share consolidation (1 post‑share for every 45 pre‑shares) and settlement of existing debt through share issuance; existing ONEnergy shareholders will be diluted to ~1 % ownership of the resulting issuer.
• Post‑transaction, the combined entity will change its name, list as a Tier 1 mining issuer on the TSX Venture Exchange, and continue with Matrixset’s gold exploration assets in northeastern Saskatchewan.

Key Details

• Transaction Structure: Statutory amalgamation (three‑cornered) under BC Business Corporations Act; ONEnergy creates wholly‑owned subsidiary “AcquisitionCo” to effect the deal.
• Consideration: ONEnergy will issue 320,000,000 common shares to Matrixset shareholders plus additional shares tied to a concurrent financing.
• Share Consolidation: 1 post‑consolidation share for every 45 pre‑consolidation shares (or other ratio approved by TSXV).
• Debt Settlement: All outstanding ONEnergy indebtedness will be settled via issuance of common shares in compliance with TSXV policies.
• Ownership Post‑Closing: Existing ONEnergy shareholders expected to hold ≤ 1.16 % of the resulting issuer’s common shares.
• Matrixset Assets: 100 % interest in five gold projects (Golden Heart, Bingo, Komis, Thunderbird, Corner Lake) covering ~2,338 ha + 1,110 ha + 5,612 ha + 1,785 ha etc., with historic Roy Lloyd mine and a 500‑t/day mill.
• Corporate Changes:
• Name change to be determined by Matrixset after closing.
• Delisting from NEX board; re‑listing on TSXV Tier 1 as a mining issuer (subject to approval).
• Shares issued to Matrixset shareholders, insiders and control persons will be subject to escrow, pooling and resale restrictions per TSXV manual.
• Regulatory & Closing Conditions: Subject to TSXV acceptance, completion of consolidation and debt settlement, satisfactory concurrent financing, delivery of audited Matrixset financials, and other customary conditions.
• Trading Halt: ONEnergy’s common shares are currently halted; trading will resume only after transaction completion or upon TSXV determination.
• Shareholder Approvals: Consolidation and debt settlement approved at ONEnergy’s AGM/Special Meeting on 16 July 2025; no additional shareholder approval required for the reverse takeover under Policy 5.2.

Notable Quotes

(No direct quotes were provided in the release.)