Sprock-it Acquisitions and U92 Enter into Definitive Agreement

Executive Summary

• Sprock-it Acquisitions Ltd. (TSXV: SPRO.P) and U92 Corp. have entered into a definitive agreement for a reverse takeover transaction via a three-cornered amalgamation, which will result in U92 shareholders controlling the resulting public entity.
• The transaction involves a share consolidation for Sprock-it, a name change to "U92 Corp.", and a continuance to Ontario law. U92 shareholders will receive approximately 12.76 million Resulting Issuer Shares, while existing Sprock-it shareholders will retain approximately 2.90 million shares.
• Concurrently, U92 has engaged Canaccord Genuity Corp. as sole agent for a best-efforts private placement of subscription receipts, which will convert into units (share + warrant) of the resulting company to raise capital for general corporate and working capital purposes.

Key Details

• Transaction Structure: Three-cornered amalgamation between Sprock-it, U92, and a wholly-owned subsidiary of Sprock-it.
• Share Exchange Ratio: Holders of U92 common shares will receive one (1) post-consolidation Sprock-it Share (Resulting Issuer Share) for each U92 Share held.
• Post-Transaction Share Count (Excluding Offering):
  • Existing Sprock-it Shareholders: ~2,900,159 Resulting Issuer Shares.
  • Existing U92 Shareholders: ~12,755,302 Resulting Issuer Shares (deemed price of C$0.60 per share).
  • Total Undiluted Shares: 15,655,461.
  • Total Diluted Shares (including warrants/options): 17,647,902.
• Sprock-it Corporate Actions:
  • Consolidation: All outstanding Sprock-it common shares consolidated on a 4.368968 to 1 basis.
  • Name Change: Sprock-it will change its name to "U92 Corp." or other name determined by U92.
  • Continuance: Continuance from the Business Corporations Act (Alberta) to the Business Corporations Act (Ontario).
• Concurrent Financing (Offering):
  • Agent: Canaccord Genuity Corp.
  • Instrument: Subscription Receipts of U92, sold on a best-efforts basis.
  • Conversion: Each Subscription Receipt converts automatically into one Unit (one U92 Share + one Warrant) without further payment.
  • Resulting Issuer Conversion: Each U92 Share converts to one Resulting Issuer Share; each Warrant converts to one Resulting Issuer Warrant.
  • Use of Proceeds: Primarily for general corporate and working capital purposes.
  • Terms: Price, warrant quantity, and exercise price to be determined in the context of the market.
• Finder’s Fee: U92 agreed to pay an arm’s-length finder a fee of $100,000, satisfied through the issuance of U92 Shares at the Offering Price prior to closing.
• Management Changes:
  • Current Sprock-it directors and officers will resign.
  • New CEO: Adam Clode (also Executive Chairman).
  • New CFO/Corp Sec: Samiuddin Khaja.
  • New Board: Adam Clode, Ross McElroy, Amb. Otto J. Reich, and Jonathan Wiesblatt.
• Sponsorship: A request has been made to the TSXV for a waiver of the sponsorship requirement for this Qualifying Transaction; no assurance of waiver.
• Trading Status: Trading in Sprock-it Shares is halted and will not resume until completion of the Transaction or receipt of requisite documentation by the TSXV.
• U92 Business Profile: Uranium exploration company targeting the Kurupung Project in Guyana (92.2 km² land package in the Aricheng Batholith). U92 has the right to purchase a Singapore private company that holds exploration rights for the project.
• U92 Financials (Unaudited, Dec 13, 2024 – June 30, 2025):
  • Total Revenues: C$ Nil.
  • Operating Loss: (C$112,740).
  • Total Assets: C$98.
  • Total Liabilities: C$112,740.
• Related Party Interests:
  • Jeffrey D. Paquin (Sprock-it CEO/Director): Owns/controls 60,000 U92 Shares and 30,000 warrants.
  • Mark Smith (Sprock-it Corp Sec/Director): Owns/controls 100,000 U92 Shares and 50,000 warrants.
  • Randall J. Green (Sprock-it Director): Owns/controls 100,000 U92 Shares and 50,000 warrants.

Notable Quotes

• No direct quotes from the CEO or President were included in the text of the release.