Sprock-it Acquisitions and U92 Announce Terms of Concurrent Financing

Executive Summary

• Sprock‑it Acquisitions Ltd. and U92 Corp. announced a brokered private placement of 8,510,800 subscription receipts at C$0.45 each, targeting gross proceeds of C$3,829,860 to fund the proposed reverse takeover of Sprock‑it by U92.
• Each subscription receipt will automatically convert into one U92 share and one U92 warrant (exercisable at C$0.65) upon satisfaction of escrow release conditions, with subsequent exchange into shares and warrants of the resulting issuer.
• The offering is expected to close around December 1 2025; net proceeds (after commissions and expenses) will be held in escrow and used for working capital and general corporate purposes.

Key Details

• Offering Structure: Brokered private placement, best‑efforts basis, 8,510,800 subscription receipts at C$0.45 each → gross proceeds C$3,829,860.
• Conversion Mechanics:
• Upon escrow release, each receipt converts to one U92 share + one U92 warrant (exercise price C$0.65).
• U92 shares are then exchanged for one share of the resulting issuer; warrants become one warrant of the resulting issuer (exercise price C$0.65, five‑year term).
• Escrow & Use of Proceeds: Gross proceeds less commissions and reasonable expenses placed in escrow; net proceeds released to U92 after escrow conditions satisfied, earmarked for working capital and general corporate purposes.
• Commission Structure:
• Standard cash commission = 6 % of gross proceeds (capped at C$2 M).
• Reduced commission 2 % on “President’s List” sales; 9 % on sales to certain selling‑group purchasers.
• Broker warrants issued equal to 6 % of subscription receipts sold (3 % for President’s List, 9 % for designated selling‑group sales). Each broker warrant allows purchase of one resulting issuer share at C$0.45 for 24 months post‑escrow release.
• Closing Timeline: Anticipated closing on or about December 1 2025, subject to agreement between U92 and the agent.
• Regulatory Notes: Offering relies on prospectus exemptions; securities not registered in the United States and may not be offered there. TSXV has not yet conditionally approved the transaction or listing of resulting issuer shares/warrants.
• Hold Periods: Subscription receipts will have an indefinite hold period under NI 45‑102; resulting issuer shares and warrants issued after conversion/exercise will not be subject to a hold period in Canada.

Notable Quotes

(No direct quotes were provided in the release.)