(TheNewswire)
TORONTO, CANADA / TheNewswire / February 15, 2024 / ONEnergy Inc. (“ ONEnergy ” or the “ Company ”) (NEX:OEG.H), announcestoday that the Company has received the approvalof the TSX Venture Exchange (the “ Exchange ”) and willimplement the proposal (“ Proposal ”) that was approved by the Ontario Superior Court of Justice (the “ Court ”) on January23, 2024 pursuant to the Bankruptcy and Insolvency Act(Canada) (“ BIA ”).
Summary of Creditor Proposal
The Company’s Proposal to its unsecured creditorswill settle the Company’s unsecured outstanding liabilities inexchange for the issuance of common shares of the Company, valued atno more than 100% of the Company’s current market capitalization.The issuance of common shares by the Company shall be full and finalsatisfaction for all of the Company’s unsecured claims and allunsecured claims as against the Company will be foreverreleased.
The total amount of debt to be settled upon theimplementation of the Proposal is $11,115,306.78. The total number ofshares to be issued will be 130,768,314 at a share price of $0.085.The share price is based on the share price of the Company at theclose of business on May 30, 2023, the day prior to the filing daterounded to the nearest whole number. Upon implementation of theProposal, the unsecured creditors will own up to eighty-four percent (84%)of the Company, and Stephen J.J. Letwin will bea new Control Person of the Company, as that term is defined in theTSX Venture Exchange Corporate Finance Policy 4.3.
Creditors’ Voted in Favour of theProposal
On June 22, 2023, the Proposal was formally accepted bythe required majorities of creditors in number and value, pursuant tothe BIA. T here were claims submitted by eleven(11) creditors with an aggregate claim amount of$8,163,128 . The claimssubmitted represented a significant amount of the Company’screditors as the aggregate of claim amount reflected on the Statementof Affairs was $9,803,281. After deductingconflicting claims of $267,207 from related parties Stephen J.J.Letwin and Ivan Bos, 100% of the creditors representing $7,895,921 inamount owed, voted in favour of accepting the Proposal .
Subsequent to the Meeting, there have been sixadditional claims, with a total aggregate amount owed of $909,705.65.Five of these creditors have voted in favour of the Proposal, withonly one abstaining. No one has opposed the Proposal.
Related Party
There are related party transactions as a result of theProposal. Specifically, Mr. Letwin and Mr. Bos, as directors of theCompany, have submitted nine claims, which are described in the belowchart. Not all of the claims were eligible for a vote due to aconflict:
Name of Creditor | Amount Owing | Number of Shares |
Stephen J.J. Letwin | $161,000.00 | 1,894,118 |
Stephen J.J. Letwin | $43,040.31 | 506,357 |
Stephen J.J. Letwin | $4,490,000 | 52,823,529 |
Stephen J.J. Letwin | $1,330,331.11 | 15,650,954 |
Sherkston Consulting (Stephen J.J. Letwin) | $120,000 | 1,411,765 |
Ivan Bos | $63,166.67 | 743,137 |
2183319 Ontario Inc. (Ivan Bos) | $282,750.00 | 3,326,471 |
Bos Veterinary Professional Corp. | $750,000.00 | 8,823,529 |
Bos Veterinary Professional Corp. | $272,468.90 | 3,205,516 |
Shareholder Approval of the ProposalNot Required
Shareholder approval was not required for thisdebt-equity swap Proposal. Section 186 of the Business Corporations Act (Ontario) provides that a shareholder is not entitled todissent for an order made under the BIA , such as the Court Order approvingthe Proposal. Consistent with the provisions in the Proposal, as theCompany is insolvent, there would be no recovery for shareholders in abankruptcy scenario. Existing shareholders therefore have no economicinterest in the reorganization, and shareholders are not entitled to avote on the Proposal or to dissent. The Proposal did not requireshareholder approval, and instead required a majority of creditors tovote in favour, followed by Court approval.
The Proposal falls within the exemption provisions setout in sections 5.7(1)(d) and 5.5(f)(i)-(iii) of the MI 61-101 Policy,which provides an exemption for a Court Order approving a Proposal ofthis nature.
The Company will apply to the Exchange forreinstatement of trading on the NEX.
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.sedarplus.ca . ONEnergy’s corporate website may be found at www.onenergyinc.com .
For additional information, pleasecontact:
Ray de Ocampo, Chief Financial Officer , irinfo@onenergyinc.com, +1 (647)253-2534
This news release contains certain"forward-looking information" and "forward-lookingstatements" (collectively "forward-looking statements")within the meaning of applicable securities legislation. Forward-looking statements in this news release include, but are notlimited to, statements about the business and operations of theCompany and the Proposal to its creditors. Although the Companybelieves that the expectations reflected in these forward-lookingstatements are reasonable, undue reliance should not be placed on themas actual results may differ materially from the forward-lookingstatements and there can be no assurance that such expectations willprove to be correct. The forward-looking statements contained in thisnews release are made as of the date hereof, and the Companyundertakes no obligation to update publicly or revise any forwardlooking statements or information, whether as a result of newinformation, future events or otherwise, except a required byapplicable securities laws. The forward-looking statements containedin this news release are expressly qualified by this cautionarystatement.
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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