U92 Energy Announces Filing of Final Short Form Prospectus in Connection with Public OƯering
U92 ENERGY CORP.
U92 Energy Announces Filing of Final Short Form Prospectus in Connection with Public O�ering
- FINAL SHORT FORM PROSPECTUS ACCESSIBLE ON SEDAR+ -
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
August 7, 2026 – Toronto, ON – U92 Energy Corp. (“U92” or the “Company”) (TSXV: UTWO) is pleased to announce that, further to its previously announced public o�ering (the “Public O�ering”) of units of the Company (the “Units”), as announced on July 22, 2026 and July 23, 2026, it has filed a final short form prospectus dated August 6, 2026 (the “Final Prospectus”) with the securities regulatory authorities in each of the provinces of Canada, except Québec, and it has entered into an agency agreement with Haywood Securities Inc. and Jett Capital Advisors, LLC, as co-lead agents, and Ventum Financial Corp. (collectively, the “Agents”) in respect of the Public O�ering.
The Final Prospectus qualifies the distribution of a minimum of 10,000,000 Units and a maximum of 17,500,000 Units at a price of $0.40 per Unit (the “O�ering Price”) for gross proceeds between $4,000,000 and $7,000,000, and up to an additional 3,750,000 Units at the O�ering Price pursuant to the over-allotment option granted to the Agents.
In addition, the Company is pleased to announce that it has increased its previously announced nonbrokered private placement to up to 3,750,000 Units (from 2,500,000 Units) at the O�ering Price for gross proceeds of up to $1,500,000 (from $1,000,000) (the “Non-Brokered O�ering” and together with the Public O�ering, the “O�ering”).
Each Unit will consist of one common share of the Company (each, a “Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one Share at a price of $0.65 per Share for a period of 48 months following the date of issuance.
The net proceeds from the O�ering will be used to advance U92’s Kurupung uranium project in Guyana, for payment of deferred cash consideration for the Guyana projects and for general working capital and corporate purposes, as disclosed in the Final Prospectus.
The Agents will receive upon closing of the Public O�ering compensation comprised of a cash commission equal to 6% of the gross proceeds of the Public O�ering and non-transferable broker warrants of the Company (the “Broker Warrants”) to purchase such number of Shares as is equal to 6% of the Units sold in the Public O�ering (subject to a reduction, in each case, to 2% for Units sold to purchasers on a president’s list). Each Broker Warrant will entitle the holder to acquire one Share at the O�ering Price for a period 24 months following the date of issuance. The Company may pay finder’s fees in connection with the Non-Brokered O�ering to eligible finders in accordance with applicable securities laws and policies of the TSXV comprised of a cash fee equal to up to 6% of the gross proceeds of the Non-Brokered O�ering and Broker Warrants as is equal to up to 6% of the Units sold in the Non- Brokered O�ering.
The O�ering is expected to close on or about August 12, 2026, or such other date as the Company and Agents may agree. Closing of the O�ering is subject to certain conditions, including but not limited to the receipt of all regulatory approvals, including the approval of the TSX Venture Exchange (“TSXV”). All securities issued in connection with the Non-Brokered O�ering will have a statutory hold period of four months and one day from the closing date in accordance with applicable securities laws.
Access to the Final Prospectus and any amendment thereto is provided in accordance with securities legislation relating to procedures for providing access to a prospectus and any amendment. The Final Prospectus is accessible under the Company’s profile on SEDAR+ at www.sedarplus.ca. Alternatively, an electronic or paper copy of the Final Prospectus and any amendment to such document may be obtained, without charge, from the Agents by email at [email protected] by providing the contact with an email address or address, as applicable. The Final Prospectus contains important, detailed information about the Company and the O�ering. Prospective investors should read the Final Prospectus in its entirety before making an investment decision.
The securities o�ered pursuant to the O�ering have not been registered under the U.S. Securities Act of 1933, as amended, and may not be o�ered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an o�er to sell or the solicitation of an o�er to buy nor shall there be any sale of the Units or securities comprising the Units in any jurisdiction in which such o�er, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction.
On behalf of U92 Energy Corp.
Adam Clode Chief Executive O�icer
For further information, visit www.u92corp.com or contact:
Adam Clode Email: [email protected] Tel: +1 (800) 567-8181
About U92 Energy Corp.
U92 Energy Corp. is a Canadian exploration company listed on the TSX Venture Exchange. The Company is focused on the exploration, and advancement of its high-quality, advanced-staged uranium assets in South America.
The Company’s flagship Kurupung project (“Kurupung”), is situated in the Republic of Guyana, boasting over 129,723 metres of drilling and a historical Indicated mineral resource of 10.6 million pounds (Mlbs), and an Inferred mineral resource of 10.0Mlbs, at a cut-o� grade of 0.03% (300ppm) U₃O₈. The historic mineral resource occurs in four deposits where mineralization remains open along strike and down plunge. There are eight additional targets in which prior drilling intersected significant uranium grades that remain to be followed up with further drilling.
Through systematic exploration, and disciplined capital allocation, the Company aims to unlock the full value of Kurupung while positioning itself as a leading uranium-focused exploration and development company in South America.
To find out more about U92 Energy Corp. (TSX-V: UTWO), visit the Company’s website at www.u92corp.com
Cautionary Note Regarding Forward-Looking Statements
Information set forth in this news release contains “forward-looking information” within the meaning of applicable Canadian securities laws (“forward-looking statements”). Forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management’s current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Such forward-looking statements include statements relating to the O�ering, including the completion and anticipated timing for completion of the O�ering, the potential size of the O�ering, any exercise of the Over-Allotment Option, regulatory and exchange approvals including the receipt of approval from the TSXV, and the Company’s exploration and development plans. U92 cautions that all forward-looking statements are inherently uncertain and that actual performance may be a�ected by many material factors, many of which are beyond their respective control. Such factors include, among other things: risks and uncertainties relating to U92’s limited operating history, its exploration and development activities on its mineral properties and the need to comply with environmental and governmental regulations. Accordingly, actual and future events, conditions and results may di�er materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, U92 does not undertake to publicly update or revise forward-looking information.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.