Mr. Ray de Ocampo reports

ONENERGY INC. ANNOUNCES MUTUAL TERMINATION OF ACQUISITION TRANSACTION AND REPORTS 2026 Q2 RESULTS

Further to ONEnergy Inc.'s news releases dated May 23, 2025, July 2, 2025, Aug. 8, 2025, Oct. 30, 2025, Feb. 11, 2026, and March 13, 2026, it has entered into a mutual termination agreement dated Aug. 26, 2026, with Matrixset Investment Corp. and 1581316 B.C. Ltd. (AcquisitionCo), terminating the acquisition agreement dated March 13, 2026, among the company, Matrixset and AcquisitionCo, pursuant to which the company had proposed to acquire Matrixset by way of amalgamation. The company also announced that it has filed its financial results as at and for the three- and six-month periods ended June 30, 2026.

Termination of transaction

The definitive agreement provided for an outside date of July 8, 2026, by which the conditions precedent to completion of the transaction were required with be satisfied or waived. That date passed without those conditions having been satisfied or waived and without the parties having agreed in writing to extend it. The parties have determined that it is in their respective best interests not to proceed with the transaction.

Accordingly, the parties have agreed to terminate the definitive agreement by mutual consent, effective Aug. 26, 2026. As of that date, the definitive agreement is of no further force or effect and no party has any further obligation to any other party, other than those provisions that expressly survive termination in accordance with their terms, including the confidentiality provisions. The parties have also provided mutual releases in respect of the definitive agreement and the transaction.

The company thanked Matrixset and its advisers for their cooperation and efforts throughout the process and wishes Matrixset continued success in its future endeavours.

The company's common shares remain halted from trading. The company is completing the steps required with reinstate trading and expects that trading will resume in the near future, subject to the approval of the TSX Venture Exchange.

Financial results

For the three-month period ended June 30, 2026, net loss and comprehensive loss was ($77,000) compared with net loss and comprehensive loss of ($118,000), during the same period in 2025.

For the six-month period ended June 30, 2026, net loss and comprehensive loss was ($135,000) compared with net loss and comprehensive loss of ($297,000), during the same period in 2025.

For further information on the financial results of the company, please review the company's unaudited interim condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations for the three- and six-month periods ended June 30, 2026, available under the company's issuer profile on SEDAR+.

Secured grid promissory note debt financing

Between May 28, 2026, and Aug. 26, 2026, Stephen J.J. Letwin, a director and chairman of the board of directors, provided advances under a secured grid promissory note to the company totalling $26,000. The secured note is not convertible into securities of the company, is secured by a first-ranking security over the company's assets, permits repayments, and additional drawdowns and bears an annual interest rate at 10 per cent.

About ONEnergy Inc.

ONEnergy common shares are listed on the NEX board of the TSX Venture Exchange under the symbol OEG.H.

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