Sprock-it releases terms for U92 private placement

Executive Summary

• Sprock-it Acquisitions Ltd. and U92 Corp. announced the terms of a concurrent brokered private placement financing of $3,829,860 in connection with a reverse takeover transaction.
• The financing involves the issuance of 8,510,800 subscription receipts at 45 cents each, which will convert into units consisting of one common share and one warrant per subscription receipt.
• The transaction constitutes a qualifying transaction for Sprock-it under TSX Venture Exchange Policy 2.4, resulting in U92 acquiring Sprock-it.

Key Details

• Transaction Structure: Brokered private placement of 8,510,800 subscription receipts on a best-effort basis.
• Price and Proceeds: 45 cents per subscription receipt, generating gross proceeds of $3,829,860.
• Conversion Terms: Subscription receipts automatically convert into units of U92 immediately prior to closing. Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms (Underlying): Each warrant is exercisable into one share at an exercise price of 65 cents per share for a period of five years from the closing date.
• Use of Proceeds: Net proceeds to be held in escrow until conditions are satisfied, then released for working capital and general corporate purposes.
• Escrow Conditions: If escrow release conditions are not satisfied within 60 days of closing, U92 must return proceeds to holders, and subscription receipts will be cancelled.
• Agent Commission (Cash): U92 pays the agent (Canaccord Genuity Corp.) a cash commission of 6.0% of aggregate gross proceeds.
  • Reduced to 2.0% for sales to purchasers on the president's list (max size $2 million).
  • Increased to 9.0% for sales to certain purchasers by members of the selling group.
• Agent Commission (Warrants): U92 issues broker warrants to the agent equal to 6.0% of the aggregate number of subscription receipts sold.
  • Reduced to 3.0% for sales to purchasers on the president's list.
  • Increased to 9.0% for sales to certain purchasers by members of the selling group.
• Broker Warrant Terms: Each broker warrant entitles the agent to purchase one resulting issuer share at 45 cents for a period of 24 months following the satisfaction of escrow release conditions.
• Closing Date: Expected on or about December 1, 2025.
• Regulatory Context: The transaction is a reverse takeover of Sprock-it by U92, constituting a qualifying transaction under TSX-V Policy 2.4. Sprock-it shares have been halted since June 26, 2025.
• Target Asset: U92 is a uranium exploration company targeting the Kurupung project in Guyana, holding a 92.2-square-kilometre land package. A technical report under NI 43-101 will be filed prior to the filing statement.

Notable Quotes

• None explicitly provided in the text.