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Sprock-it receives conditional TSX-V acceptance for QT

2026-01-29 02:29 ET - News Release

Mr. Jeff Paquin reports

SPROCK-IT ACQUISITIONS AND U92 ANNOUNCE TSXV CONDITIONAL ACCEPTANCE, FILING OF FILING STATEMENT AND FILING OF TECHNICAL REPORT

Sprock-it Acquisitions Ltd. and U92 Corp. have received conditional acceptance from the TSX Venture Exchange for the closing of the previously announced arm's-length qualifying transaction of the parties. In connection with the qualifying transaction, the parties have publicly filed a filing statement dated Jan. 28, 2026, prepared in accordance with the requirements of the TSX-V, and a technical report in respect of the Kurupung project with an effective date of July 30, 2025, prepared in accordance with National Instrument 43-101, Standards for Disclosure for Mineral Projects. The filing statement and the technical report are both available under the company's issuer profile on SEDAR+.

Further to the parties' comprehensive news release dated Sept. 9, 2025, the qualifying transaction will be completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario) among the company, U92 and a wholly owned subsidiary of the company incorporated for the purpose of completing the amalgamation. The amalgamation will result in the reverse takeover of the company by the shareholders of U92, following which the company, as the issuer resulting therefrom, is expected to carry on the current business of U92 under the name U92 Energy Corp. or such other name as may be determined by U92 and deemed acceptable to the applicable regulatory authorities. It is anticipated that the common shares of the resulting issuer will trade on the TSX-V under the ticker symbol UTWO shortly following the closing of the qualifying transaction.

The completion of the qualifying transaction is subject to a number of conditions, including, but not limited to, receipt of all required regulatory approvals, including final TSX-V acceptance, and satisfaction of other customary closing conditions. Assuming all conditions for closing are satisfied, the closing of the qualifying transaction is expected to occur on or about Jan. 29, 2026, or such other date as the parties may determine.

For further information regarding the qualifying transaction, please see the filing statement, which is available under the company's issuer profile on SEDAR+.

About U92 Corp.

U92 was incorporated under the Business Corporations Act (Ontario) on Dec. 13, 2024. U92 is not a reporting issuer in any province or territory of Canada.

U92 is a uranium exploration company, which, through its wholly owned subsidiaries, indirectly owns the exploration rights for the Kurupung project in Guyana, South America. U92 intends to focus on advancing the Kurupung project. U92 is targeting sustainable, high-grade uranium resources to support the global clean energy transition and is strategically positioned to benefit from the growing demand and supply deficit in the uranium market. U92's flagship Kurupung project holds a 92.2-square-kilometre land package in the Aricheng batholith, a well-established shear-hosted uranium district in Guyana.

The technical report in respect of the flagship Kurupung project has been filed with the appropriate Canadian securities regulatory authorities. The technical report was prepared in accordance with National Instrument 43-101 and is available for review under the company's SEDAR+ profile.

About Sprock-it Acquisitions Ltd.

Sprock-it is a capital pool company, incorporated for the purposes of identifying and evaluating businesses or assets with a view to completing a qualifying transaction (as such term is defined under the policies of the TSX-V). Sprock-it was incorporated on July 29, 2024, under the Business Corporations Act (Alberta) and is a reporting issuer in the provinces of Alberta, British Columbia and Ontario. The common shares of Sprock-it are listed for trading on the TSX-V. The Sprock-it shares were halted on June 26, 2025, in connection with the announcement of the transaction and remain halted as at the date hereof. Until completion of a qualifying transaction, Sprock-it will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed qualifying transaction.

Additional information

All information contained in this news release with respect to U92 and Sprock-it was supplied by the respective parties for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

For further information regarding Sprock-it, U92, the resulting issuer or the transaction, please refer to the filing statement in connection with the transaction, which is available under Sprock-it's SEDAR+ profile.

Completion of the qualifying transaction is subject to a number of conditions. There can be no assurance that the qualifying transaction will be completed at all.

Investors are cautioned that, except as disclosed in the filing statement, any information released or received with respect to the qualifying transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

We seek Safe Harbor.

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