ONEnergy Inc. Announces Amendment Of Secured Grid Promissory Note And Update To Proposed Reverse Takeover Transaction

Wednesday, February 11, 2026 2:40 PM PST

(via TheNewswire)

TORONTO, CANADA (February 11, 2026) - TheNewswire – ONEnergy Inc. (“ONEnergy” or the “Company”) (NEX: OEG.H), today announced that the Company and Stephen J.J. Letwin have agreed to amend the Secured Grid Promissory Note between the parties (the “Secured Note”), effective December 31, 2025. The Company has also extended and amended certain terms of its non-binding letter of intent (the “LOI”) with Matrixset Investment Corporation (“Matrixset”), including extending the LOI to April 30, 2026.

On May 26, 2023, the Company entered into the Secured Note with Stephen J.J. Letwin, a shareholder, creditor and the Chairman of the Board of Directors of the Company (the “Chairman”), as a preliminary step to filing a Division I proposal (the “Proposal”) pursuant to the Bankruptcy and Insolvency Act (Canada) with the intent of settling the Company’s outstanding unsecured creditor liabilities. On June 26, 2024, the Company implemented the Proposal. The Secured Note is not part of the Proposal.

The Secured Note is not convertible into securities of the Company and is secured by a first-ranking security over the Company’s assets, permits repayments and additional drawdowns and bears an annual interest rate of 10%. The Secured Note originally had a borrowing limit of $450,000 and a maturity date of December 31, 2023. It was amended on December 31, 2023 to extend the original maturity date from December 31, 2023 to December 31, 2024. On March 31, 2024, the Secured Note was amended a second time to provide further advances of $200,000 which increased the maximum principal amount under the Secured Note to $650,000. On December 31, 2024, the Secured Note was amended a third time to increase the maximum principal amount under the Secured Note to $950,000 and to extend the maturity date to December 31, 2025.

The Company and the Chairman agree to further amend the Secured Note, effective December 31, 2025, to increase the borrowing limit by $300,000 to $1,250,000 and to extend the maturity date to December 31, 2026. The amendment is necessary to provide the Company with adequate working capital as it continues to work with Matrixset towards the preparation and signing of the definitive agreement.

The Secured Note is a related party transaction, as that term is defined in section 1.1 of the Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Pursuant to section 5.4(1) of MI 61-101, the Company is not required to obtain a formal valuation for the Secured Note. Furthermore, pursuant to section 5.7(1)(f) of MI 61-101, the Company is exempted from seeking minority approval as the loan made to the Company does not include an equity or voting component.

Funds advanced under the Secured Note were used to fund the proposal trustee fees, legal fees of the Proposal proceedings, the Company’s working capital requirements during Proposal proceedings and were used after the Company exited from the Proposal proceedings to pursue opportunities to complete a transaction.

Update to Proposed Reverse Takeover Transaction

On May 23, 2025, the Company announced it entered into a LOI with Matrixset with respect to the acquisition (the “Transaction”) of two gold projects, being the acquisition of the Golden Heart Property and the Bingo Gold Deposit. Completion of the Transaction will result in a reverse takeover and change of business of the Company under the policies of the TSX Venture Exchange (the “Exchange”). The Company and Matrixset has entered into extension agreements effective June 30, 2025, July 31, 2025, August 31, 2025 and December 31, 2025 to extend and to amend certain terms of the LOI, including extending the LOI to April 30, 2026.

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

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 at www.sedarplus.ca. ONEnergy’s corporate website may be found at www.onenergyinc.com.

For additional information please contact:

Ray de Ocampo, Chief Financial Officer, [email protected], +1 (647) 253-2534

This news release contains certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable securities legislation. Forward-looking statements in this news release include, but are not limited to, statements about the business and operations of the Company, the Secured Note and the Transaction. Forward-looking statements also include statements regarding the proposed amendment to the Secured Grid Promissory Note, the Company’s financial position and working capital requirements, the Company’s ability to obtain required regulatory and third-party consents, and the listing of the Company on the TSX Venture Exchange as a Tier 1 Mining issuer. Forward-looking statements are based on a number of assumptions, including, but not limited to, assumptions regarding the Company’s ability to complete the amendment to the Secured Grid Promissory Note, the Company’s ability to negotiate and execute definitive agreements, the ability to obtain all necessary approvals and consents, the Company’s future financial performance, and general economic and market conditions. Forward-looking statements are subject to a variety of risks and uncertainties, including, but not limited to, risks related to the Company’s ability to complete the amendment to the Secured Grid Promissory Note, risks associated with the Transaction with Matrixset Investment Corporation, risks related to obtaining required regulatory and third-party consents, risks related to the Company’s financial position and working capital requirements, risks related to changes in market conditions, and risks related to the Company’s ability to maintain its listing on the TSX Venture Exchange. Actual results may differ materially from those expressed or implied by the forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Undue reliance should not be placed on forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Neither the 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.