The Offering will be structured as a brokered private placement of 8,510,800 subscription receipts of U92 (each, a “Subscription Receipt”), on a best efforts basis, at a price of C$0.45 per Subscription Receipt for gross proceeds of C$3,829,860 (the “Offering”), pursuant to the terms of an agency agreement to be entered into among U92, Sprock-it and Canaccord Genuity Corp. (the “Agent”).
The Offering is being conducted in connection with the proposed business combination between Sprock-it and U92 (the “Transaction”), as previously announced and described in press releases dated June 26, 2025 and September 9, 2025, that will result in the reverse takeover of Sprock-it by U92 (Sprock-it, as it will exist following the completion of the Transaction, the “Resulting Issuer”) and would constitute Sprock-it’s “Qualifying Transaction” as such term is defined under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “TSXV”).
Upon satisfaction of certain conditions (collectively, the “Escrow Release Conditions”), immediately prior to the closing of the Transaction, each Subscription Receipt will automatically be converted into a unit of U92 (each, a “Unit”) without further payment or action on the part of the holder. Each Unit will consist of one (1) common share in the capital of U92 (each, a “U92 Share”) and one (1) common share purchase warrant of U92 (each, a “Warrant”). Each such Warrant will be exercisable into one (1) U92 Share at an exercise price of C$0.65 per U92 Share. Immediately after conversion of the Subscription Receipts: (a) each U92 Share issued pursuant to the conversion of the Subscription Receipts will automatically be exchanged pursuant to the terms of the Transaction into one (1) common share in the capital of the Resulting Issuer (each, a “Resulting Issuer Share”); and (b) each Warrant issued pursuant to the conversion of the Subscription Receipts will automatically be exchanged pursuant to the terms of the Transaction into one (1) common share purchase warrant of the Resulting Issuer (each, a “Resulting Issuer Warrant”). Each Resulting Issuer Warrant will be exercisable into one (1) Resulting Issuer Share at an exercise price of C$0.65 per Resulting Issuer Share for a period of five (5) years from the Closing Date (as defined below).
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