U92 Energy closes qualifying transaction

Executive Summary

• U92 Energy Corp. (formerly Sprock-it Acquisitions Ltd.) has completed a qualifying three-cornered amalgamation with U92 Corp., resulting in a name change, continuation to Ontario, and a share consolidation.
• The company simultaneously closed a brokered private placement of subscription receipts, raising approximately $3.83 million in gross proceeds, which converted into common shares and warrants.
• The board of directors has been completely reconstituted with new appointments for CEO, CFO, and Audit Committee Chair, and the company is expected to trade under the symbol UTWO.V on the TSX Venture Exchange.

Key Details

• Transaction Structure: Completed a three-cornered amalgamation involving U92 Corp. (private Ontario corp) and a wholly owned subsidiary of Sprock-it Acquisitions Ltd.
• Corporate Changes:
  • Name changed from Sprock-it Acquisitions Ltd. to U92 Energy Corp.
  • Continued to Ontario.
  • Share consolidation: 1 new share for every 3.2769 old shares.
  • New CUSIP: 90317P 10 3; New ISIN: CA 90317P 10 3 6.
• Financing Details:
  • Gross proceeds: ~$3.83 million ($3,829,860).
  • Instrument: Subscription receipts issued at $0.45 per receipt.
  • Quantity: 8,510,800 subscription receipts issued.
  • Agent: Canaccord Genuity Corp.
  • Use of Proceeds: Working capital and general corporate purposes.
• Post-Transaction Capitalization:
  • Common Shares: 43,854,993 issued and outstanding.
  • Options: 386,664 (standard) + 298,015 (agent options).
  • Warrants: 9,989,700 (standard) + 426,438 (compensation warrants/options).
• Warrant Terms:
  • Standard Warrants: Exercisable into one common share at $0.65/share until Dec 1, 2030.
  • Compensation Warrants/Options: Exercisable into one common share at $0.45/share until Jan 29, 2028.
• Agent Compensation:
  • Cash Commission: $188,059.16 total ($83,821.50 paid on closing, remainder upon completion of qualifying transaction).
  • Compensation Options: 426,438 options granted to the agent.
• Board Reconstitution:
  • Previous board resigned.
  • New Directors: Adam Clode, Jonathan Wiesblatt, Ross McElroy, and Amb. Otto J. Reich.
  • Officers: Adam Clode (CEO), Samiuddin Khaja (CFO and Corporate Secretary).
  • Audit Committee Chair: Amb. Otto J. Reich.
• Trading Information:
  • Expected symbol: UTWO.V
  • Expected trading start: On or about Feb 9, 2026.
  • Classification: Tier 2 issuer (subject to final exchange acceptance).
• Lockups: Directors and officers entered into contractual lockup agreements restricting transfer of securities.

Notable Quotes

• No direct quotes from management were included in the provided text.