Mr. Nader Vatanchi reports

KEON CAPITAL INC. COMPLETES SHARES FOR DEBT TRANSACTIONS

Keon Capital Inc. has closed its previously announced debt settlement transactions (see the company's news release dated Dec. 4, 2025). Pursuant to debt settlement agreements dated as of Dec. 4, 2025, with certain creditors of the company, the company has issued 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 settled, $60,000 was 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. Of the debt, $10,000 was owed to an arm's-length service provider of the company for consulting services provided. The remaining $25,993.50 of the settled debt was owed to arm's-length parties that incurred continuing operating expenses on behalf of the company. The shares are subject to a four-month hold period expiring April 9, 2025, in accordance with applicable securities laws and the policies of the NEX.

The debt settlement with Vessel Capital 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. The company did not file a material change report at least 21 days before closing the related party transaction, which is reasonable given the exemptions being relied upon, as described above.

We seek Safe Harbor.