(TheNewswire)
T oronto , ON - TheNewswire- May 30, 2023 - ONEnergy Inc. (“ ONEnergy ” or the “ Company ”) (NEX:OEG.H) , announces today that it has filed a Division I proposal(the “Proposal”) pursuant to the Bankruptcy and Insolvency Act(Canada) (the “BIA”). B. Riley Farber Inc.has been appointed as proposal trustee (the “Proposal Trustee”),with the intent of settling the Company’s outstanding creditorliabilities .
After careful consideration of the Company’s cash positionand all available alternatives, and through consultation with itslegal and financial advisors, the Board of Directors of the Company(the “Board”) determined that it is in the best interests of theCompany to file a Proposal under the BIA.
The Company’s Proposal to its unsecured creditors, ifapproved, would settle the Company’s unsecured outstandingliabilities in exchange for the issuance of common shares of theCompany, valued at no more than 100% of the Company’s current marketcapitalization. An approval of the Proposal requires a majority of theunsecured creditors with proven claims to vote in favour, of whichmust also represent at least two-thirds of the value of the provenclaims voting. This will result in unsecured creditors owning up to eighty-four percent (84%)of the Company, depending on the conversion ratio of liabilities tocommon shares. The proposed share issuance is subject to approval bythe TSX Venture Exchange.
If the Proposal is not approved, the result would be adeemed bankruptcy. A bankruptcy would require a forced liquidation ofthe Company’s assets.
The Proposal provides a better recovery for affectedcreditors, and the successful approval and implementation of theProposal will enable the Company to survive without filing forbankruptcy. It is the intention of management and the Board to pursueopportunities to complete a transaction, which may include completinga Reverse Takeover, or other potential business acquisitions. Therecan be no guarantees or assurances that a transaction will take place.
A virtual meeting of the Company’s unsecuredcreditors is scheduled to take place on Thursday, June 22 , 2023 at 11:00 a.m.(EDT). If the Proposal receives the requisite support at thecreditors' meeting, the Company will file an application to theOntario Superior Court of Justice (the “Court”) to seek Courtapproval of the Proposal.
The Secured Grid PromissoryNote
The Company has secured a commitment from Stephen J.J.Letwin, a director, shareholder and creditor of the Company for asecured grid promissory note (the “Note”), subject to certainconditions, including obtaining approval from the Court under theBIA.
The Note has borrowing limit of $450,000 permitsrepayments and additional drawdowns, will have a maturity date ofDecember 31, 2023 and carry an interest rate of 10% per annum. TheNote will be secured by a first-ranking security over all assets ofONEnergy.
Funds advanced under the Note will be used to fund, theProposal Trustee fees, legal fees of the Proposal proceedings, theCompany’s working capital requirements during Proposal proceedingsand after the Company’s exit from the Proposal proceedings.
Board Update
As of the time of this release, the Board is currentlycomposed of three members. There have not been any resignations on theBoard in connection with the filing of the Proposal; however, thereare no assurances that the Board, as currently in place, will remainas such pending the outcome of the foregoing.
About ONEnergy Inc.
ONEnergy common shares are listed on the NEX Board ofthe TSX Venture Exchange under the symbol “OEG.H”. Materialinformation pertaining to ONEnergy may be found on SEDAR under theCompany’s issuer profile at www.sedar.com . ONEnergy’s corporate website may be found atwww.onenenergyinc.com.
For information, please contact:
Ray de Ocampo, Chief Financial Officer , irinfo@onenergyinc.com, +1 (647)253-2534
CAUTIONARY NOTEREGARDING FORWARD-LOOKING INFORMATION
This release includesforward-looking information and forward-looking statements within themeaning of Canadian securities laws regarding ONEnergy and itsbusiness, including, without limitation, statements regardingONEnergy’s ability to receive Creditor approval and complete theimplementation of the Proposal, obtain the approval of the TSX VentureExchange, or complete a transaction, as well as statements relating tothe Board composition. Often, but not always, forward-lookinginformation can be identified by the use of words such as “plans”,“is expected”, “expects”, “scheduled”, “intends”,“contemplates”, “anticipates”, “believes”, “proposes”or variations (including negative variations) of such words andphrases, or state that certain actions, events or results “may”,“could”, “would”, “might” or “will” be taken, occur orbe achieved. Such statements are based on the current expectations ofthe management of ONEnergy and are based on assumptions and subject torisks and uncertainties. Although the management of ONEnergy believesthat the assumptions underlying these statements are reasonable, theymay prove to be incorrect. The forward-looking events andcircumstances discussed in this release may not occur by certainspecified dates or at all and could differ materially as a result ofthe risk factors identified in ONEnergy’s most recently filedmanagement’s discussion and analysis and in other publicly fileddocuments under ONEnergy’s profile on SEDAR at www.sedar.com, aswell as other unknown risks. Although ONEnergy has attempted toidentify important factors that could cause actual actions, events orresults to differ materially from those described in forward-lookingstatements, there may be other factors that cause actions, events orresults to differ from those anticipated, estimated or intended.Accordingly, readers should not place undue reliance on anyforward-looking statements or information. No forward-lookingstatement can be guaranteed. Except as required by applicablesecurities laws, forward-looking statements speak only as of the dateon which they are made and ONEnergy does not undertake any obligationto publicly update or revise any forward-looking statement, whether asa result of new information, future events, or otherwise.
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
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