ONEnergy Inc. Receives Exchange Approval for Previously Announced Share Consolidation and Capital Reorganization

TORONTO, ONTARIO--(Marketwired - May 21, 2015) - ONEnergy Inc. ("ONEnergy" or the "Corporation") (TSX VENTURE:OEG)(TSX VENTURE:OEG.A), announces that it has received TSX Venture Exchange (the "TSXV") approval for the previously announced Capital Reorganization (as defined below) and Share Consolidation (as defined below).

As announced at its annual and special meeting of shareholders held on May 19, 2015 shareholders of the Corporation approved, among other matters, resolutions reorganizing the share capital of ONEnergy such that:

• re-designating the Corporation's Subordinate Voting Shares ("SV Shares") as common shares of ONEnergy ("Common Shares");
• exchanging each multiple voting share ("MV Share") of ONEnergy for a Common Shares on a one-for-one basis (together with item 1 above, the "Capital Reorganization"); and
• consolidating the Common Shares at a ratio of ten old Common Shares for one new Common Share (the "Share Consolidation").

The combined effect of implementation of the Capital Reorganization and the Share Consolidation will be to change the capital structure of the Corporation from the currently issued 128,611,966 SV Shares and 113,209,071 MV Shares to approximately 24,182,104 Common Shares on a post-consolidation basis. No fractional Common Shares will be issued, and no cash will be paid in lieu of fractional post-consolidation Common Shares. The number of post-consolidation Common Shares to be received by a shareholder will be rounded up to the nearest whole Common Share. The Corporation also has outstanding options to purchase 18,884,910 subordinate voting shares, equal to 1,888,491 Common Shares on a post-consolidation basis, and deferred share units to acquire up to 612,500 subordinate voting shares, equal to 61,250 Common Shares on a post-consolidation basis. The Corporation does not intend to change its name and will use a single trading symbol ("OEG") in connection with the Share Consolidation. The new ISIN number for the Common Shares is CA 68268C1077 and the new CUSIP number is 268268C107.

The Common Shares will begin trading on the TSXV on a post-consolidated basis effective at the open of trading on May 28, 2015. Letters of transmittal will be mailed out to registered shareholders of the Corporation by the Corporation's Stock Transfer Agent, Computershare Investor Services Inc., which letter of transmittal enables registered shareholders to exchange their share certificates representing MV Shares or SV Shares, for new share certificates representing the post-consolidation Common Shares, in accordance with the instructions set forth in the letter of transmittal. Shareholders who hold their MV Shares and/or SV Shares through a broker or other intermediary and do not have MV Shares and/or SV Shares registered in their name, will not need to complete a letter of transmittal as the exchange will be completed by their broker or intermediary.

About ONEnergy Inc.

ONEnergy is a dynamic energy management firm serving commercial, industrial, multi-residential and residential clients via its Sunwave™-branded energy and energy-efficiency businesses. Sunwave specializes in helping customers use energy more wisely by minimizing their energy consumption and then cost-effectively managing the balance. We provide a variety of products and services including sales and rental of energy-efficient furnaces, boilers and air conditioners, complete turnkey LED lighting retrofits (including financing), supply of conventional and "green" electricity for homes and businesses, commercial solar PV installations, home protection plans, building envelope upgrades, energy audits and more to help our customers conserve, simplify and effectively manage their energy costs.

Sunwave serves customers in both Canada and the United States, with offices in Toronto, Vancouver, Ottawa, and Norwalk, CT.

ONEnergy shares are listed on the TSX Venture Exchange under the symbols "OEG" for Multiple Voting Shares and "OEG.A" for Subordinate Voting Shares; however, after giving effect to the Capital Reorganization and Consolidation on May 28, 2015, ONEnergy's Common Shares will be listed under the symbol "OEG". ONEnergy's website may be found at www.onenergyinc.com.

The corporate information contained in this release includes forward-looking statements regarding future events and the future performance of ONEnergy and its subsidiaries that involve risks and uncertainties that could cause actual results to differ materially. Assumptions used in the preparation of such information, although considered reasonable by ONEnergy at the time of preparation, may prove to be incorrect. The actual results achieved may vary from the information provided herein and the variations may be material. Consequently, there is no representation by ONEnergy that actual results achieved will be the same, in whole or in part, as those forecast.

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.