Mr. Ray de Ocampo reports

MATRIXSET AND ONENERGY INC. ENTER INTO LOI WITH RESPECT TO GOLD PROJECTS IN SASKATCHEWAN

ONEnergy Inc. and Matrixset Investment Corp. have entered into a non-binding letter of intent dated May 22, 2025 (the LOI), with respect to the acquisition of two gold projects, being the Golden Heart property and the Bingo gold deposit (together, the properties), which will constitute a reverse takeover of the company.

The Golden Heart property is located 145 kilometres north of the Town of La Ronge, in northeastern Saskatchewan, and consists of four mineral claims totalling 2,338 hectares in area. The Bingo gold deposit is located 95 km north of the town of La Ronge and 15 km north of the small community of Missinipe, and consists of three mineral claims one of which hosted the historical Roy Lloyd mine, operated by Golden Band Resources Inc. from 2011 to 2013.

Completion of the transaction is subject to a number of conditions, including, among other items, the entering into of a definitive agreement and receipt of all required regulatory and third party consents, including approval of the transaction by the TSX Venture Exchange and the listing of the company on the TSX Venture Exchange as a Tier 1 mining issuer.

It is anticipated that the board of directors of the company after the completion of the transaction shall be reconstituted to consist of nominees of Matrixset, which shall include Stephen J. J. Letwin (the current chair, and a director, of ONE) as chair, and certain officers of the company shall resign and be replaced with officers appointed by the new board of directors.

Trading of the common shares of ONE has been halted as a result of the announcement of the transaction and will remain halted pending the review of the transaction by the TSX-V and satisfaction of conditions of the TSX-V for resumption. The company expects that trading will not resume prior to the closing of the transaction.

There are no non-arm's-length parties to the transaction.

Debt settlement

ONE is also announcing that it will complete a debt settlement of all its outstanding indebtedness, currently totalling $1,223,520, including $1,086,413 owed to Mr. Letwin, by issuing common shares of ONE at the deemed price under the transaction. The closing of the debt settlement is expected to occur following approval from TSX-V and prior to the transaction.

Any securities issued in connection with the debt settlement will be issued in reliance on certain prospectus exemptions under applicable securities legislation and will be subject to a hold period of four months and a day.

Under the proposed debt settlement, common shares of ONE will be issued to Mr. Letwin, the president and chief executive officer, and a director, of ONE. The debt settlement will therefore be considered a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The company intends to rely upon Section 5.5(b) of MI 61-101 for an exemption from the formal valuation requirement of MI 61-101, as the securities of the company are not listed or quoted on a specified market, and Section 5.7(b) of MI 61-101 for an exemption from the minority shareholder approval requirements of MI 61-101, as the fair market value of the debt settlement does not exceed $2.5-million.

Further information

The final structure of the transaction will be determined by the parties following receipt of tax, corporate and securities law advice. Upon entering into the definitive agreement in respect of the transaction, the company intends to issue a further press release which will disclose the finalized terms of the transaction.

There can be no assurance that the transaction will be completed as proposed, or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the company should be considered highly speculative.

The TSX-V has in no way passed upon the merits of the transaction and has neither approved nor disapproved the contents of this news release.

About Matrixset Investment Corp.

Matrixset is a private company focused on the acquisition and development of gold claims and resource properties in Canada.

About ONEnergy Inc.

ONE's common shares are listed on the NEX board of the TSX-V under the symbol OEG.H.

We seek Safe Harbor.