Sprock-it Acquisitions and U92 Announce Terms of Concurrent Financing

Toronto, Ontario–(Newsfile Corp. – November 28, 2025) – Sprock-it Acquisitions Ltd. (TSXV: SPRO.P) (“Sprock-it“), a capital pool company, and U92 Corp. (“U92“), further to Sprock-it’s previous press release dated September 9, 2025, are pleased to announce the terms of the concurrent financing (the “Offering“) to be completed by U92, in connection with a reverse takeover of Sprock-it by the shareholders of U92.

The Offering will be structured as a brokered private placement of 8,510,800 subscription receipts of U92 (each, a “Subscription Receipt“), on a best efforts basis, at a price of C$0.45 per Subscription Receipt for gross proceeds of C$3,829,860 (the “Offering“), pursuant to the terms of an agency agreement to be entered into among U92, Sprock-it and Canaccord Genuity Corp. (the “Agent“).

The Offering is being conducted in connection with the proposed business combination between Sprock-it and U92 (the “Transaction“), as previously announced and described in press releases dated June 26, 2025 and September 9, 2025, that will result in the reverse takeover of Sprock-it by U92 (Sprock-it, as it will exist following the completion of the Transaction, the “Resulting Issuer“) and would constitute Sprock-it’s “Qualifying Transaction” as such term is defined under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “TSXV“).

Upon satisfaction of certain conditions (collectively, the “Escrow Release Conditions“), immediately prior to the closing of the Transaction, each Subscription Receipt will automatically be converted into a unit of U92 (each, a “Unit“) without further payment or action on the part of the holder. Each Unit will consist of one (1) common share in the capital of U92 (each, a “U92 Share“) and one (1) common share purchase warrant of U92 (each, a “Warrant“). Each such Warrant will be exercisable into one (1) U92 Share at an exercise price of C$0.65 per U92 Share. Immediately after conversion of the Subscription Receipts: (a) each U92 Share issued pursuant to the conversion of the Subscription Receipts will automatically be exchanged pursuant to the terms of the Transaction into one (1) common share in the capital of the Resulting Issuer (each, a “Resulting Issuer Share“); and (b) each Warrant issued pursuant to the conversion of the Subscription Receipts will automatically be exchanged pursuant to the terms of the Transaction into one (1) common share purchase warrant of the Resulting Issuer (each, a “Resulting Issuer Warrant“). Each Resulting Issuer Warrant will be exercisable into one (1) Resulting Issuer Share at an exercise price of C$0.65 per Resulting Issuer Share for a period of five (5) years from the Closing Date (as defined below).

The gross proceeds of the Offering less the portion of the Commission (as defined below) payable in connection with orders from retail brokers and certain reasonable costs and expenses of the Agent will be held in escrow and, upon the satisfaction or waiver of the Escrow Release Conditions, the net proceeds will be released to U92 and the remaining Commission payable to the Agent will be released to the Agent. The net proceeds of the Offering will be used for working capital and general corporate purposes. In the event that the Escrow Release Conditions are not satisfied within 60 days following the closing of the Offering (the “Outside Date“), and subject to agreement by the Agent and U92 to extend the Outside Date, U92 is required to return to holders of Subscription Receipts the proceeds of the Offering and the Subscription Receipts will be cancelled.

U92 has agreed to pay the Agent a cash commission (the “Commission“) equal to 6.0% of the aggregate gross proceeds of the Offering, other than in respect of proceeds raised from purchasers on a president’s list (the “President’s List“), subject to a maximum size of C$2,000,000, in respect of which the Commission payable to the Agent will be reduced to 2.0% of the gross proceeds of such sales and excluding sales to certain purchasers by members of the selling group, in which case a fee of 9.0% of the gross proceeds will be paid. In addition, U92 will issue to the Agent such number of broker warrants (each, a “Broker Warrant“) as is equal to 6.0% of the aggregate number of Subscription Receipts sold under the Offering, other than in respect of Subscription Receipts sold to purchasers on the President’s List, in respect of which the Agent shall receive Broker Warrants equal to 3.0% of such aggregate sales and sales to certain purchasers by members of the selling group, in respect of which U92 will issue Broker Warrants equal to 9.0% of such aggregate sales. Each Broker Warrant will ultimately entitle the Agent to purchase one (1) Resulting Issuer Share at a price of C$0.45 for a period of 24 months following the date of the satisfaction of the Escrow Release Conditions.

The closing of the Offering is expected to take place on or about December 1, 2025, or such later date as may be agreed to by U92 and the Agent (the “Closing Date“).

The Subscription Receipts will be offered by way of private placement pursuant to exemptions from prospectus requirements to residents in all provinces and territories of Canada and such other jurisdictions as may be agreed to by U92 and the Agent. Subject to applicable laws and the provisions of the agency agreement to be entered into among U92, Sprock-it and the Agent with respect to the Offering, the Agent may offer the Subscription Receipts outside of Canada, including in the United States, by way of private placement pursuant to and in compliance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from such registration is available.

The TSXV has not yet conditionally approved the Transaction or the listing of the Resulting Issuer Shares or Resulting Issuer Warrants underlying the Subscription Receipts.

The Subscription Receipts will not be listed on any exchange and shall be subject to an indefinite hold period as set out in National Instrument 45-102 – Resale of Securities. The Resulting Issuer Shares and the Resulting Issuer Warrants ultimately issuable upon the conversion of the Subscription Receipts and subsequent exchange, and the Resulting Issuer Shares issuable upon due exercise of the Resulting Issuer Warrants, if any, will not be subject to a hold period under applicable securities legislation in Canada.

About U92 Corp.

U92 was incorporated under the Business Corporations Act (Ontario) on December 13, 2024. U92 is not a reporting issuer in any province or territory of Canada.

U92 is a uranium exploration company, which has entered into a share purchase agreement, pursuant to which U92 has the right to purchase all of the issued and outstanding shares of a private company organized and existing under the laws of Singapore, which indirectly owns the exploration rights for the Kurupung Project in Guyana, South America. U92 intends to focus on advancing the Kurupung Project. U92 is targeting sustainable, high-grade uranium resources to support the global clean energy transition and is strategically positioned to benefit from the growing demand and supply deficit in the uranium market. U92’s flagship Kurupung Project holds a 92.2 km² land package in the Aricheng Batholith, a well-established shear-hosted uranium district in Guyana.

Prior to the filing of the filing statement in connection with the Transaction, a technical report in respect of the flagship Kurupung Project will be filed with the appropriate Canadian securities regulatory authorities. The technical report will be prepared in accordance with NI 43-101 and will be available for review under Sprock-it’s SEDAR+ profile at www.sedarplus.ca.

About Sprock-it Acquisitions Ltd.

Sprock-it is a capital pool company, incorporated for the purposes of identifying and evaluating businesses or assets with a view to completing a Qualifying Transaction (as such term is defined under the policies of the TSXV). Sprock-it was incorporated on July 29, 2024 under the Business Corporations Act (Alberta) and is a reporting issuer in the provinces of Alberta, British Columbia and Ontario. The common shares of Sprock-it (the “Sprock-it Shares“) are listed for trading on the TSXV. The Sprock-it Shares were halted on June 26, 2025 in connection with the announcement of the Transaction and remain halted as at the date hereof. Until completion of a Qualifying Transaction, Sprock-it will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction.

Additional Information

All information contained in this news release with respect to U92 and Sprock-it was supplied by the respective parties for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

For further information regarding Sprock-it, U92, the Resulting Issuer or the Transaction, please refer to the filing statement in connection with the Transaction which will be made available under Sprock-it’s SEDAR+ profile at www.sedarplus.ca.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including, without limitation, statements regarding the plans, intentions, beliefs and current expectations of Sprock-it and U92 with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: (a) expectations regarding whether the Transaction or the Offering will be consummated including whether the conditions to the consummation of the Transaction or the Offering or the conversion of the Subscription Receipts will be satisfied; (b) the timing for completing the Offering and the Transaction, if at all, and the size and conditions to such transaction; (c) expectations for other economic, business, and/or competitive factors; and (d) the use of proceeds of the Offering.

Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Sprock-it and U92’s respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Sprock-it and U92 believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the resulting issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to close the Offering and to consummate the Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; and the diversion of management time on the Transaction. These forward-looking statements may be affected by risks and uncertainties in the business of Sprock-it and U92 and general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Sprock-it and U92 have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Sprock-it and U92 do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

Completion of the Transaction is subject to a number of conditions, including but not limited to TSXV acceptance. 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 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 Sprock-it should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276299