TORONTO, CANADA – TheNewswire - March 13, 2026 – ONEnergy Inc. (“ONEnergy” or the “Company”) (NEX: OEG.H), today announced that, further to its news releases dated May 23, 2025, July 2, 2025, August 8, 2025, October 30, 2025 and February 11, 2026, the Company has entered into a definitive acquisition agreement dated March 13, 2026 (the “Acquisition Agreement”) with Matrixset Investment Corporation (“Matrixset”), a private company incorporated under the laws of British Columbia. Pursuant to the Acquisition Agreement, ONEnergy will acquire all of the issued and outstanding securities of Matrixset by way of a statutory amalgamation (the “Transaction”).

The Transaction will constitute a reverse takeover of ONEnergy pursuant to TSX Venture Exchange (“TSXV”) Policy 5.2 – Changes of Business and Reverse Takeovers. Following completion of the Transaction, ONEnergy, as the issuer resulting therefrom (the “Resulting Issuer”), is expected to carry on the business of Matrixset as a Tier 1 Mining Issuer, subject to TSXV approval.

Background of Matrixset

Matrixset is a private mineral exploration company focused on the acquisition, exploration and development of gold properties in Canada. Matrixset’s principal assets consist of a 100% interest in five gold exploration projects located in northeastern Saskatchewan (collectively, the “Projects”):

• Golden Heart Gold Project, located approximately 145 kilometres north of La Ronge, Saskatchewan, consisting of four mineral claims totalling approximately 2,338 hectares; and 

• Bingo Gold Project, located approximately 95 kilometres north of La Ronge and approximately 15 kilometres north of Missinipe, Saskatchewan, consisting of three mineral claims, including claims which hosted the historical Roy Lloyd Mine, operated by Golden Band Resources Inc. between 2011 and 2013; 

• Komis Project located 150 km north of the Town of La Ronge, in northeastern Saskatchewan. The Property consists of four mineral claims totalling 1,110 ha in area; 

• Thunderbird Project located The Thunderbird Gold Project is located ~200 km north-northeast of the Town of La Ronge, the claims cover a contiguous area of 5,612 ha; and 

• The Corner Lake Gold Deposit, located 145 km north of the Town of La Ronge, in northeastern Saskatchewan is situated on the Oven Lake Property (the “Property”), which consists of two mineral dispositions totalling 1,785 ha in area. 

Reverse Takeover Transaction

Pursuant to the Acquisition Agreement, the Transaction will be completed by way of a three‑cornered amalgamation under the Business Corporations Act (British Columbia), whereby, among other things:

• ONEnergy has incorporated a wholly‑owned subsidiary (“AcquisitionCo”) for the purpose of effecting the Transaction; 

• AcquisitionCo and Matrixset will amalgamate to form a single amalgamated company; and 

• as part of the amalgamation, all issued and outstanding securities of Matrixset will be exchanged for common shares of ONEnergy. 

As consideration for the Transaction, ONEnergy will issue an aggregate of 320,000,000 common shares to the shareholders of Matrixset, plus such additional common shares as may be issued in connection with a concurrent financing to be completed in connection with the Transaction. The Transaction will result in the shareholders of Matrixset acquiring control of the Company, and ONEnergy will continue as the Resulting Issuer.

Share Consolidation and Debt Settlement

In connection with the Transaction, and prior to closing:

• ONEnergy will complete a consolidation (the Consolidation”) of its issued and outstanding common shares on the basis of one (1) post‑consolidation common share for every forty‑five (45) pre‑consolidation common shares (“Pre-Consolidation Common Shares”), or such other ratio as may be approved by the TSXV; and 

• ONEnergy will complete a settlement of all outstanding indebtedness by way of the issuance of common shares, in compliance with applicable TSXV policies (the Debt Settlement”). 

Following completion of the Transaction, the existing shareholders of ONEnergy are expected to hold approximately 1.16% or less of the issued and outstanding common shares of the Resulting Issuer. The Consolidation and the Debt Settlement were approved by the shareholders of ONEnergy at the Company’s annual general and special meeting of shareholders on July 16, 2025 (the “AGSM”).

Name Change, Listing and Escrow

In connection with the Transaction:

• ONEnergy will change its name to a new name to be determined by Matrixset (the Name Change”); 

• the common shares of the Resulting Issuer will be delisted from the NEX Board and listed on Tier 1 of the TSXV, subject to TSXV approval; and 

• securities issued to Matrixset shareholders, insiders and control persons will be subject to escrow, pooling and resale restrictions in accordance with TSXV Corporate Financial Manual policies. 

At the AGSM, the shareholders of ONE approved the continuation of the Company from the Business Corporations Act (Ontario) to the Business Corporations Act (British Columbia) (the “Continuation”). The Company expects to complete the Continuation prior to the closing of the Transaction, pursuant to which the Company will not require shareholder approval to complete the Name Change.

Closing Conditions

Completion of the Transaction is subject to a number of conditions customary for a transaction of this nature, including, without limitation, TSXV acceptance, completion of the Consolidation, completion of the Debt Settlement, completion of a mutually acceptable concurrent financing, delivery of audited financial statements of Matrixset, and satisfaction of other customary closing conditions.

Additional details regarding the Transaction, including the directors and officers of the Resulting Issuer will be provided in the disclosure document to be filed in connection with the Transaction.

Trading Halt

Trading in the common shares of ONEnergy is presently halted and is not expected to resume until completion of the Transaction or until the TSXV determines that the requirements for resumption of trading have been satisfied.

Arm’s Length Transaction

The Transaction is an arm’s length transaction for the purposes of TSXV policies. There are no non‑arm’s length parties to the Transaction.

In accordance with Policy 5.2, ONEnergy is not required to obtain shareholder approval for the Transaction because:

1. i.the Transaction is not a related party transaction; 

2. ii.ONEnergy does not have active operations; 

3. iii.ONEnergy is not subject to a cease trade order and is not expected to be suspended from trading upon completion of the Transaction; and 

4. iv.shareholder approval is not otherwise required under applicable corporate or securities laws. 

Cautionary Statement

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 management information circular or 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 ONEnergy Inc. should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

About ONEnergy Inc.

ONEnergy common shares are listed on the NEX board of the TSX Venture Exchange under the symbol “OEG.H”.  Material information about ONEnergy can be found on SEDAR+ under the Company’s issuer profile at www.sedarplus.ca.  ONEnergy’s corporate website may be found at www.onenergyinc.com.

About Matrixset Investment Corporation

Matrixset Investment Corporation is a privately owned corporation incorporated in the Province of British Columbia, which, together with its subsidiary, Golden Band Resources Inc. owns 92 mineral claims covering approximately 600 square kilometres containing 5 gold deposits in central Saskatchewan.   These assets include the formerly operating Roy Lloyd mine and 500 tonne per day capacity mill.  Since gold was last poured in 2013, MIC has substantially upgraded and increased the Golden Band mineral resources and completed numerous upgrades to the Golden Band facilities in advance of planned restart of operations.  

Please contact Michael Zheng, inquiry@goldenbandresources.com, + 1 (604) 274-0808 for further information

For additional information please contact:

 

Ray de Ocampo, Chief Financial Officer, irinfo@onenergyinc.com, +1 (647) 253-2534

This news release contains certain statements that constitute “forward‑looking information” within the meaning of applicable Canadian securities laws (“forward‑looking information”). Forward‑looking information includes, but is not limited to, statements regarding: the Transaction, the structure, terms and timing of the Transaction; the completion of the Transaction and related transactions, including the Consolidation, Debt Settlement, Name Change, Continuation and the proposed concurrent financing; the proposed business of the resulting issuer following completion of the Transaction; the proposed name change and listing of the resulting issuer as a Tier 1 Mining Issuer on the TSX Venture Exchange; the reconstitution of the board of directors and management; and the receipt of all required regulatory approvals, including acceptance of the Transaction by the TSXV. Forward‑looking information is generally identified by the use of words such as “expects”, “anticipates”, “believes”, “intends”, “plans”, “will”, “may”, “could”, “should” or similar expressions. Such information is based on the current expectations, assumptions and beliefs of management and is subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward‑looking information. Material factors and assumptions used to develop forward‑looking information in this news release include, among others: that the parties will be able to satisfy the conditions to completion of the Transaction; that required regulatory, corporate and TSXV approvals will be obtained in a timely manner; that the concurrent financing will be completed on acceptable terms or at all; that there will be no material adverse change affecting either party; and that the parties will be able to complete the Transaction on the terms currently contemplated. Risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward‑looking information include, but are not limited to: the risk that the Transaction may not be completed as proposed or at all; the failure to obtain required approvals; changes in market conditions; financing risks; risks inherent in mineral exploration and development; and general economic, market and business conditions. Readers are cautioned not to place undue reliance on forward‑looking information. Forward‑looking information is provided as of the date of this news release, and neither ONEnergy nor Matrixset undertakes any obligation to update or revise any forward‑looking information except as required by applicable securities laws.

 

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.