ONEnergy Inc. Amends Secured Note and Extends Letter of Intent with Matrixset

TORONTO, CANADA — February 11, 2026 — Leads & Copy — ONEnergy Inc. has announced an amendment to its Secured Grid Promissory Note with Stephen J.J. Letwin and an extension to its non-binding letter of intent with Matrixset Investment Corporation.

The amendment to the Secured Note, effective December 31, 2025, will increase the borrowing limit by $300,000 to $1,250,000 and extend the maturity date to December 31, 2026. The company says this is necessary to provide adequate working capital as it continues to work with Matrixset towards a definitive agreement.

The Secured Note, originally entered into on May 26, 2023, with Stephen J.J. Letwin, a shareholder, creditor, and the Chairman of the Board of Directors, was a preliminary step to filing a Division I proposal under the Bankruptcy and Insolvency Act (Canada). The aim of the proposal was to settle the company’s outstanding unsecured creditor liabilities. The company implemented the Proposal on June 26, 2024. The Secured Note is not part of the Proposal.

The note is secured by a first-ranking security over the company’s assets, permits repayments and additional drawdowns, and bears an annual interest rate of 10%. Initially, the borrowing limit was $450,000, with a maturity date of December 31, 2023. It has been amended several times to extend the maturity date and increase the borrowing limit.

As defined in section 1.1 of the Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Secured Note is a related party transaction. However, the company is not required to obtain a formal valuation for the Secured Note, according to section 5.4(1) of MI 61-101. Furthermore, the company is exempted from seeking minority approval as the loan does not include an equity or voting component, pursuant to section 5.7(1)(f) of MI 61-101.

Funds advanced under the Secured Note were used to fund the proposal trustee fees, legal fees of the Proposal proceedings, the company’s working capital requirements during Proposal proceedings and were used after the Company exited from the Proposal proceedings to pursue opportunities to complete a transaction.

In other news, ONEnergy has extended and amended certain terms of its non-binding letter of intent with Matrixset Investment Corporation, including extending the LOI to April 30, 2026. On May 23, 2025, the Company announced it entered into a LOI with Matrixset with respect to the acquisition of two gold projects, being the acquisition of the Golden Heart Property and the Bingo Gold Deposit. Completion of the Transaction will result in a reverse takeover and change of business of the Company under the policies of the TSX Venture Exchange.

Completion of the Transaction is subject to several conditions, including the entering into a definitive agreement and receipt of all required regulatory and third-party consents, including approval of the Transaction by the Exchange and the listing of the Company on the Exchange as a Tier 1 Mining issuer.

ONEnergy Inc. 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.

Source: ONEnergy Inc.