ONEnergy Inc. Announces Amendment Of Secured Grid Promissory Note And Update To Proposed Reverse Takeover Transaction

(TheNewswire)

TORONTO, CANADA (February 11, 2026) -TheNewswire – ONEnergy Inc. (“ONEnergy” or the“Company”) (NEX: OEG.H), today announced that the Company andStephen J.J. Letwin have agreed to amend the Secured Grid PromissoryNote between the parties (the “Secured Note”), effective December 31, 2025.The Company has also extended and amended certain terms of itsnon-binding letter of intent (the “LOI”) withMatrixset Investment Corporation (“Matrixset”),including extending the LOI to April 30, 2026.

On May 26, 2023, the Company entered into the SecuredNote with Stephen J.J. Letwin, a shareholder, creditor and theChairman of the Board of Directors of the Company (the “Chairman”), as apreliminary step to filing a Division I proposal (the “Proposal”) pursuantto the Bankruptcy andInsolvency Act (Canada) with the intent ofsettling the Company’s outstanding unsecured creditor liabilities. On June 26, 2024, the Company implemented the Proposal. The SecuredNote is not part of the Proposal.

The Secured Note is notconvertible into securities of the Company and is secured by afirst-ranking security over the Company’s assets, permits repayments and additional drawdowns and bears anannual interest rate of 10%.  The Secured Note originally had aborrowing limit of $450,000 and a maturity date of December 31, 2023.It was amended on December 31, 2023 to extend the original maturitydate from December 31, 2023 to December 31, 2024. On March 31, 2024,the Secured Note was amended a second time to provide further advancesof $200,000 which increased the maximum principal amount under theSecured Note to $650,000. On December 31, 2024, the Secured Note wasamended a third time to increase the maximum principal amount underthe Secured Note to $950,000 and to extend the maturity date toDecember 31, 2025.

The Company and the Chairman agree to further amend theSecured Note, effective December 31, 2025, to increase the borrowinglimit by $300,000 to $1,250,000 and to extend the maturity date toDecember 31, 2026.  The amendment is necessary to provide the Companywith adequate working capital as it continues to work with Matrixsettowards the preparation and signing of the definitiveagreement.

The Secured Note is a related party transaction, asthat term is defined in section 1.1 of the Multilateral Instrument61-101 - Protection ofMinority Security Holders in Special Transactions (“MI61-101”).  Pursuant to section 5.4(1) of MI61-101, the Company is not required to obtain a formal valuation forthe Secured Note. Furthermore, pursuant to section 5.7(1)(f) of MI61-101, the Company is exempted from seeking minority approval as theloan made to the Company does not include an equity or votingcomponent.

Funds advanced under theSecured Note were used to fund the proposal trustee fees, legal feesof the Proposal proceedings, the Company’s working capitalrequirements during Proposal proceedings and were used after theCompany exited from the Proposal proceedings to pursue opportunitiesto complete a transaction.

Update to Proposed Reverse TakeoverTransaction

On May 23, 2025, the Company announced it entered intoa LOI with Matrixset with respect to the acquisition (the“Transaction”) of two gold projects, being the acquisition of theGolden Heart Property and the Bingo Gold Deposit.  Completion of theTransaction will result in a reverse takeover and change of businessof the Company under the policies of the TSX Venture Exchange (the“Exchange”). The Company and Matrixset has entered into extensionagreements effective June 30, 2025, July 31, 2025, August 31, 2025 andDecember 31, 2025 to extend and to amend certain terms of the LOI,including extending the LOI to April 30, 2026.

Completion of the Transaction is subject to a number ofconditions, including, among other items, the entering into adefinitive agreement and receipt of all required regulatory andthird-party consents, including approval of the Transaction by theExchange and the listing of the Company on the Exchange as a Tier 1Mining issuer.

About ONEnergy Inc.

ONEnergy common shares are listed on the NEX board ofthe TSX Venture Exchange under the symbol “OEG.H”.  Materialinformation about ONEnergy can 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-looking statements”(collectively “forward-looking statements”) within the meaning ofapplicable securities legislation. Forward-looking statements in thisnews release include, but are not limited to, statements about thebusiness and operations of the Company, the Secured Note and theTransaction. Forward-looking statements also include statementsregarding the proposed amendment to the Secured Grid Promissory Note,the Company’s financial position and working capital requirements,the Company’s ability to obtain required regulatory and third-partyconsents, and the listing of the Company on the TSX Venture Exchangeas a Tier 1 Mining issuer. Forward-looking statements are based on anumber of assumptions, including, but not limited to, assumptionsregarding the Company’s ability to complete the amendment to theSecured Grid Promissory Note, the Company’s ability to negotiate andexecute definitive agreements, the ability to obtain all necessaryapprovals and consents, the Company’s future financial performance,and general economic and market conditions. Forward-looking statementsare subject to a variety of risks and uncertainties, including, butnot limited to, risks related to the Company’s ability to completethe amendment to the Secured Grid Promissory Note, risks associatedwith the Transaction with Matrixset Investment Corporation, risksrelated to obtaining required regulatory and third-party consents,risks related to the Company’s financial position and workingcapital requirements, risks related to changes in market conditions,and risks related to the Company’s ability to maintain its listingon the TSX Venture Exchange. Actual results may differ materially fromthose expressed or implied by the forward-looking statements. Althoughthe Company believes that the expectations reflected in theseforward-looking statements are reasonable, there can be no assurancethat such expectations will prove to be correct. Undue reliance shouldnot be placed on forward-looking statements. The forward-lookingstatements contained in this news release are made as of the datehereof, and the Company undertakes no obligation to update publicly orrevise any forward-looking statements or information, whether as aresult of new information, future events or otherwise, except asrequired by applicable securities laws. The forward-looking statementscontained in this news release are expressly qualified by thiscautionary statement.

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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