Mr. Nader Vatanchi reports

KEON CAPITAL INC. ANNOUNCES PROPOSED TRANSACTION WITH FRAME HOLDINGS INC.

Keon Capital Inc. has entered into a letter of intent (LOI) dated Oct. 28, 2023, respecting the proposed acquisition by Keon of Frame Holdings Inc. Under the LOI, Keon and Frame have agreed to act in good faith to draft, negotiate and execute a definitive agreement respecting the transaction, which will supersede the LOI. The transaction will be a change of business and reverse takeover for Keon under Policy 5.2 of the TSX Venture Exchange. The transaction will not constitute a transaction with any non-arm's-length party of Keon (as such term is defined by the exchange).

Trading of the common shares of Keon will remain halted in connection with the dissemination of this news release and will recommence at such time as the exchange may determine, having regard to the completion of certain requirements pursuant to exchange Policy 5.2. Further details respecting the proposed transaction will follow in future news releases.

About Frame Holdings Inc.

Frame, incorporated under the Business Corporations Act (British Columbia) in November, 2022, is a start-up manufacturer and seller of tiny prefabricated homes using off-site construction based in North Vancouver, B.C. Frame is on schedule to complete the prototype for its first flagship product, Riverside, which is a 269-square-foot tiny home complete with a murphy bed, full kitchen, bath and loft, by the end of 2023. Frame intends to stand out in the marketplace through elegant minimalist design and sustainable, socially responsible practices through material sourcing and production efficiency. The company intends to sell to two primary customers segments: (a) direct to consumers (home owners) and (b) land bankers and property developers, offering a turnkey solution. No shareholder of Frame currently holds more than 7 per cent of the issued and outstanding Frame shares.

The transaction

The LOI contemplates that the transaction will be structured as a three-cornered amalgamation, with Frame amalgamating with a newly incorporated, wholly owned subsidiary of Keon (Subco) under the Business Corporations Act (British Columbia) and becoming a wholly owned subsidiary of Keon. Shareholders of Frame will receive one common share in the capital of Keon in exchange for each outstanding common share of Frame held by them, with Keon expected to issue an aggregate of approximately 40 million Keon shares to the Frame shareholders under the transaction. Keon will not make any loans or advances to Frame in connection with the transaction.

In connection with the transaction, Keon is expected to conduct a 2.8:1 share consolidation of issued and outstanding Keon common shares, and any shares issued to Frame shareholders under the transaction will be on a postconsolidation basis. In addition, prior to closing the transaction Frame is expected to complete an equity financing having gross proceeds of no less than $2-million through the issuance of Frame common shares to participating investors at a price of 20 cents per share. The exact number of Keon shares to be issued to Frame shareholders under the transaction will depend on the size of the Frame private placement. Keon intends to issue additional Keon shares to an arm's-length third party finder, such number of shares to be the maximum allowable under exchange policies and to be determined based on the number of Keon shares issued to Frame shareholders under the transaction.

Closing of the transaction will be subject to a number of conditions, including completion of the Keon share consolidation, completion of the Frame private placement, approval of the exchange and approval of the amalgamation by the Frame shareholders.

The transaction is not a related party transaction as such term is defined by Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the exchange. As a result, no meeting of the shareholders of Keon is required pursuant to Policy 5.2 of the exchange or applicable securities laws.

Sponsorship of the transaction may be required by the exchange unless a waiver is granted by the exchange. Keon intends to apply for a waiver of sponsorship; however, there can be no guarantee that a waiver will be granted.