File: '\\swfile\EmailIn\20251204 145337 Attachment Keon - 2025-12-04 - NR re SFD (final).docx'

KEON CAPITAL INC. ANNOUNCES SHARES FOR DEBT TRANSACTIONS

Vancouver, B.C. - December 4, 2025 - Keon Capital Inc. ("Keon" or the "Company") (NEX: KEON.H) announces that it 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 ("Shares") at a deemed price of $0.07125 per Share to settle an aggregate of $95,993.50 in outstanding debt owed by the Company. $60,000 of the debt to be settled is owed to Vessel Capital Corp., the services company of Nader Vatanchi, the Company's CEO, for management services provided by Mr. Vatanchi from October 2023 to September 2024. $10,000 of the debt to be settled 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 which have incurred ongoing 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 ("MI 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% 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.

On behalf of the Board of Directors

"Nader Vatanchi"

Chief Executive Officer

Tel: 778.881.4631

Email: nadervatanchi@hotmail.com

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Certain statements contained in this news release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Company, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to them, and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: changes in economic conditions or financial markets; increases in costs; litigation; legislative, environmental and other judicial, regulatory, political and competitive developments; and operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward- looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.