Sprock-it and U92 Announce Closing of Private Placement Offering of Subscription Receipts for Gross Proceeds of $3.83 Million

Executive Summary

• U92 Corp. closed a brokered private placement of 8,510,800 subscription receipts at $0.45 each, raising gross proceeds of $3,829,860.
• The proceeds are held in escrow pending satisfaction of escrow‑release conditions; net funds will be used for working capital and general corporate purposes and to facilitate the proposed reverse takeover of Sprock-it Acquisitions Ltd.
• Upon escrow release, each subscription receipt converts into a unit (U92 share + warrant), which then exchanges into shares/warrants of the resulting issuer under the agreed 3.277:1 consolidation ratio.

Key Details

• Offering Size & Price: 8,510,800 subscription receipts @ $0.45 each → $3,829,860 gross proceeds.
• Lead Agent: Canaccord Genuity Corp.; cash commission of $188,059.16 (of which $83,821.50 paid at closing).
• Broker Warrants: 426,438 broker warrants issued to the agent; each entitles purchase of one Resulting Issuer share at C$0.45 for 24 months post‑escrow release.
• Escrow Mechanics: Proceeds (net of commission & reasonable expenses) held in escrow; released to U92 upon satisfaction/waiver of escrow conditions, otherwise returned to investors by Jan 30 2026.
• Conversion Structure:
• Subscription receipt → Unit (1 U92 share + 1 U92 warrant @ C$0.65).
• Post‑conversion: U92 share exchanged for one Resulting Issuer share; U92 warrant exchanged for one Resulting Issuer warrant (exercisable at C$0.65 for five years).
• Consolidation Ratio: Existing Sprock-it shares will be exchanged on a 3.277 Sprock‑it Shares : 1 Resulting Issuer Share basis.
• Use of Proceeds: Primarily working capital and general corporate purposes, supporting the business combination between Sprock-it and U92.
• Transaction Context: This financing supports the previously announced reverse takeover (qualifying transaction) first disclosed on June 26 2025, with further updates on Sept 9 2025 and Nov 28 2025.

Notable Quotes

(No direct quotes were provided in the release.)