Mr. Adam Clode reports

U92 ENERGY ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

U92 Energy Corp. has completed its previously announced qualifying transaction (as defined by Policy 2.4 of the TSX Venture Exchange) involving a three-cornered amalgamation where U92 Corp., a private Ontario corporation, was amalgamated with a wholly owned subsidiary of the company. In addition, the company is pleased to announce the conversion and exchange of the subscription receipts issued in connection with U92's previously announced brokered private placement of subscription receipts for aggregate gross proceeds of approximately $3.83-million. The offering was led by Canaccord Genuity Corp.

Immediately prior to the closing of the qualifying transaction, the company was continued to Ontario, consolidated its issued and outstanding common shares on a one-new-for-3.2769-old basis, and changed its name from Sprock-it Acquisitions Ltd. to U92 Energy. The company's new Cusip number will be 90317P 10 3 and its new ISIN will be CA 90317P 10 3 6. Shareholders of the company are not required to take any action with respect to the continuation, the consolidation or the name change, and are not required to exchange their existing share certificates for new certificates bearing the company's new name. The company's transfer agent, Odyssey Trust Company, will send registered shareholders a new direct registration system advice (DRS) representing the number of postconsolidation common shares held by such shareholders.

Upon completion of the qualifying transaction, including the completion of the offering, the issued and outstanding share capital of the company consists of: (i) 43,854,993 common shares; (ii) outstanding options to acquire an additional 386,664 common shares; (iii) outstanding agent options to acquire an additional 298,015 common shares; (iv) outstanding company warrants (as such term is defined herein) to acquire an additional 9,989,700 common shares; and (v) outstanding company compensation warrants (as such term is defined herein) to acquire an additional 426,438 common shares.

Final acceptance of the qualifying transaction will occur upon the issuance of the final exchange bulletin by the exchange. Subject to final acceptance by the exchange, the company will be classified as a Tier 2 issuer pursuant to exchange policies. The common shares are expected to commence trading on the exchange under the symbol UTWO.V at the opening of the markets on or about Feb. 9, 2026.

In connection with the qualifying transaction, the company's incumbent board of directors has resigned, and the board of directors has been reconstituted and now comprises the following individuals: Adam Clode, Jonathan Wiesblatt, Ross McElroy and Amb. Otto J. Reich. In addition, the board has appointed Mr. Clode as chief executive officer and Samiuddin Khaja as chief financial officer and corporate secretary. Mr. Reich will serve as chair of the company's audit committee.

Full details of the qualifying transaction and certain other matters are set out in the filing statement of the company dated Jan. 28, 2026. A copy of the filing statement can be found under the company's SEDAR+ profile.

The offering

As previously announced, U92 and the company engaged the agent to complete a private placement offering of subscription receipts on a best efforts basis.

Pursuant to the offering, U92 issued an aggregate of 8,510,800 subscription receipts at a price of 45 cents per subscription receipt for aggregate gross proceeds of $3,829,860.

Immediately prior to the closing of the qualifying transaction, each subscription receipt was automatically converted into one common share of U92 and one common share purchase warrant of U92.

Each U92 share was then immediately exchanged for one common share of the company at a posttransaction price per common share of 45 cents and each U92 warrant was then exchanged for one common share purchase warrant of the company. Each company warrant is exercisable into one common share at an exercise price of 65 cents per common share until Dec. 1, 2030.

In connection with the offering, the agent received: (i) a cash commission of $188,059.16, $83,821.50 of which was paid to the agent on closing of the offering while the remaining cash commission was paid to the agent upon completion of the qualifying transaction; and (ii) 426,438 compensation options of U92. Upon completion of the qualifying transaction, each U92 compensation warrant was exchanged for one compensation option of the company. Each company compensation warrant entitles the holder thereof to purchase one common share at a price of 45 cents until Jan. 29, 2028.

It is expected that the net proceeds of the offering will be used primarily for working capital and general corporate purposes.

In connection with the offering, each of the directors and officers of the company entered into contractual lockup agreements restricting transfer of their securities.

For additional information concerning the qualifying transaction and the foregoing matters in connection therewith, please refer to the company's news releases dated June 26, 2025, Sept. 9, 2025, Nov. 28, 2025, Dec. 1, 2025, and Jan. 28, 2026, and the filing statement, all of which are available under the company's SEDAR+ profile.

About U92 Energy Corp.

The company is a uranium exploration company, which, through its wholly owned subsidiaries, indirectly owns the exploration rights for the Kurupung project in Guyana, South America. The company intends to focus on advancing the Kurupung project. The company 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. The company'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.

A 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.

We seek Safe Harbor.