Mr. Ray de Ocampo reports

ONENERGY INC. ENTERS INTO DEFINITIVE ACQUISITION AGREEMENT WITH MATRIXSET INVESTMENT CORPORATION FOR REVERSE TAKEOVER TRANSACTION

Further to the news releases dated May 23, 2025, July 2, 2025, Aug. 8, 2025, Oct. 30, 2025, and Feb. 11, 2026, ONEnergy Inc. has entered into a definitive acquisition agreement dated March 13, 2026, with Matrixset Investment Corp., a private company incorporated under the laws of British Columbia. Pursuant to the acquisition agreement, ONEnergy will acquire all of the issued and outstanding securities of Matrixset by way of a statutory amalgamation.

The transaction will constitute a reverse takeover of ONEnergy pursuant to TSX Venture Exchange Policy 5.2 (Changes of Business and Reverse Takeovers). Following completion of the transaction, ONEnergy, as the issuer resulting therefrom, is expected to carry on the business of Matrixset as a Tier 1 mining issuer, subject to TSX-V approval.

Background of Matrixset

Matrixset is a private mineral exploration company focused on the acquisition, exploration and development of gold properties in Canada. Matrixset's principal assets consist of a 100-per-cent interest in five gold exploration projects located in northeastern Saskatchewan:

• Golden Heart gold project, located approximately 145 kilometres north of La Ronge, Sask., consisting of four mineral claims totalling approximately 2,338 hectares;
• Bingo gold project, located approximately 95 kilometres north of La Ronge and approximately 15 kilometres north of Missinipe, Sask., consisting of three mineral claims, including claims which hosted the historical Roy Lloyd mine, operated by Golden Band Resources Inc. between 2011 and 2013;
• Komis project located 150 km north of the town of La Ronge in northeastern Saskatchewan; the property consists of four mineral claims totalling 1,110 hectares in area;
• Thunderbird project located approximately 200 km north-northeast of the town of La Ronge; the claims cover a contiguous area of 5,612 hectares; and
• The Corner Lake gold deposit, located 145 km north of the town of La Ronge in northeastern Saskatchewan, is situated on the Oven Lake property, which consists of two mineral dispositions totalling 1,785 hectares in area.

Reverse takeover transaction

Pursuant to the acquisition agreement, the transaction will be completed by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia) whereby, among other things:

• ONEnergy has incorporated a wholly owned subsidiary (AcquisitionCo) for the purpose of effecting the transaction;
• AcquisitionCo and Matrixset will amalgamate to form a single amalgamated company; and
• As part of the amalgamation, all issued and outstanding securities of Matrixset will be exchanged for common shares of ONEnergy.

As consideration for the transaction, ONEnergy will issue an aggregate of 320 million common shares to the shareholders of Matrixset, plus such additional common shares as may be issued in connection with a concurrent financing to be completed in connection with the transaction. The transaction will result in the shareholders of Matrixset acquiring control of the company, and ONEnergy will continue as the resulting issuer.

Share consolidation and debt settlement

In connection with the transaction and prior to closing:

• ONEnergy will complete a consolidation of its issued and outstanding common shares on the basis of one postconsolidation common share for every 45 preconsolidation common shares, or such other ratio as may be approved by the TSX-V; and
• ONEnergy will complete a settlement of all outstanding indebtedness by way of the issuance of common shares, in compliance with applicable TSX-V policies.

Following completion of the transaction, the existing shareholders of ONEnergy are expected to hold approximately 1.16 per cent or less of the issued and outstanding common shares of the resulting issuer. The consolidation and the debt settlement were approved by the shareholders of ONEnergy at the company's annual general and special meeting of shareholders on July 16, 2025.

Name change, listing and escrow

In connection with the transaction:

• ONEnergy will change its name to a new name to be determined by Matrixset.
• The common shares of the resulting issuer will be delisted from the NEX board and listed on Tier 1 of the TSX-V, subject to TSX-V approval.
• Securities issued to Matrixset shareholders, insiders and control persons will be subject to escrow, pooling and resale restrictions in accordance with TSX-V corporate financial manual policies.

At the AGSM, the shareholders of ONEnergy approved the continuation of the company from the Business Corporations Act (Ontario) to the Business Corporations Act (British Columbia). The company expects to complete the continuation prior to the closing of the transaction, pursuant to which the company will not require shareholder approval to complete the name change.

Closing conditions

Completion of the transaction is subject to a number of conditions customary for a transaction of this nature, including, without limitation, TSX-V acceptance, completion of the consolidation, completion of the debt settlement, completion of a mutually acceptable concurrent financing, delivery of audited financial statements of Matrixset and satisfaction of other customary closing conditions.

Additional details regarding the transaction, including the directors and officers of the resulting issuer will be provided in the disclosure document to be filed in connection with the transaction.

Trading halt

Trading in the common shares of ONEnergy is currently halted and is not expected to resume until completion of the transaction or until the TSX-V determines that the requirements for resumption of trading have been satisfied.

Arm's-length transaction

The transaction is an arm's-length transaction for the purposes of TSX-V policies. There are no non-arm's-length parties to the transaction.

In accordance with Policy 5.2, ONEnergy is not required to obtain shareholder approval for the transaction because:

1. The transaction is not a related-party transaction.
2. ONEnergy does not have active operations.
3. ONEnergy is not subject to a cease trade order and is not expected to be suspended from trading upon completion of the transaction.
4. Shareholder approval is not otherwise required under applicable corporate or securities laws.

Cautionary statement

Completion of the transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance and, if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 management information circular or 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 ONEnergy should be considered highly speculative.

About ONEnergy Inc.

ONEnergy common shares are listed on the NEX board of the TSX Venture Exchange under the symbol OEG.H. Material information about ONEnergy can be found on SEDAR+ under the company's issuer profile.

About Matrixset Investment Corp.

Matrixset is a privately owned corporation incorporated in the province of British Columbia, which, together with its subsidiary, Golden Band Resources Inc., owns 92 mineral claims covering approximately 600 square kilometres containing five gold deposits in central Saskatchewan. These assets include the formerly operating Roy Lloyd mine and a 500-tonne-per-day capacity mill. Since gold was last poured in 2013, Matrixset has substantially upgraded and increased the Golden Band mineral resources and completed numerous upgrades to the Golden Band facilities in advance of planned restart of operations.

We seek Safe Harbor.