Mr. Nader Vatanchi reports

KEON CAPITAL INC. ANNOUNCES SHARES FOR DEBT TRANSACTIONS

Keon Capital Inc. will enter into debt settlement agreements with certain creditors of the company, pursuant to which the company will issue an aggregate of 1,347,277 common shares of the company at a deemed price of 7.125 cents per share to settle an aggregate of $95,993.50 in outstanding debt owed by the company. Of the debt to be settled, $60,000 is owed to Vessel Capital Corp., the services company of Nader Vatanchi, the company's chief executive officer, for management services provided by Mr. Vatanchi from October, 2023, to September, 2024, and $10,000 is owed to an arm's-length service provider of the company for consulting services provided. The remaining $25,993.50 of the debt to be settled is owed to arm's-length parties that have incurred continuing operating expenses on behalf of the company. When issued, the shares will be subject to a four-month hold period in accordance with applicable securities laws and the policies of the NEX. The debt settlement transactions and the issuance of the shares thereunder is subject to receipt of approval from the NEX.

The debt settlement with Vessel Capital Corp. is a related party transaction as defined under Multilateral Instrument 61-101. The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of such transaction does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. The directors of the company, with Mr. Vatanchi abstaining, unanimously approved Mr. Vatanchi's debt settlement transaction.

We seek Safe Harbor.