Toronto, Ontario--(Newsfile Corp. - January 28, 2026) - Sprock-it Acquisitions Ltd. (TSXV: SPRO.P) ("Sprock-it" or the "Company"), a capital pool company, and U92 Corp. ("U92", and together with the Company, the "Parties") are pleased to announce that the Parties have received conditional acceptance from the TSX Venture Exchange ("TSXV") for the closing of the previously-announced arm's length qualifying transaction of the Parties (the "Qualifying Transaction"). In connection with the Qualifying Transaction, the Parties have publicly filed a filing statement dated January 28, 2026 (the "Filing Statement"), prepared in accordance with the requirements of the TSXV, and a technical report in respect of the Kurupung Project with an effective date of July 30, 2025 (the "Technical Report"), 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+ at www.sedarplus.ca.
Further to the Parties' comprehensive news release dated September 9, 2025, the Qualifying Transaction will be completed by way of a three-cornered amalgamation (the "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 (the "Resulting Issuer"), 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 TSXV 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 TSXV 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 January 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+ at www.sedarplus.ca.
About U92 Corp.
U92 was incorporated under the Business Corporations Act (Ontario) on December 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 km² 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 NI 43-101 and is available for review under the Company's SEDAR+ profile at www.sedarplus.ca.
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 TSXV). 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 (the "Sprock-it Shares") are listed for trading on the TSXV. 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 at www.sedarplus.ca.
For more information, please contact:
Jeff Paquin, Chief Executive Officer
Email: jpaquin@spokeresources.com
Phone: (+1) 403 970-7343
Adam Clode, Chief Executive Officer
info@u92corp.com
Cautionary Note Regarding Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends", "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the Qualifying Transaction (including the anticipated timing of the closing thereof), and the Resulting Issuer (including, the anticipated business focus of the Resulting Issuer, as well as the ticker symbol under which the common shares of the Resulting Issuer are expected to trade on the TSXV). Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Parties, including expectations and assumptions concerning (i) the Company, U92, the Resulting Issuer and the Qualifying Transaction, (ii) the timely receipt of all required shareholder and regulatory approvals (as applicable), including the final approval of the TSXV, and (iii) the satisfaction of other closing conditions in accordance with the terms of the business combination agreement previously entered into by the Parties. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Parties. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the respective management of the Parties at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, neither Party undertakes any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.
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.
The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282004
Source: Sprock-it Acquisitions Ltd.
