U92 Energy Announces Upsized OƯering of up to $8 Million
U92 ENERGY CORP.
TSX-V: UTWO Telephone: +1 (800) 567-8181 Email: [email protected]
U92 Energy Announces Upsized O�ering of up to $8 Million
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
July 23, 2026 – Toronto, ON – U92 Energy Corp. (“U92” or the “Company”) (TSXV: UTWO) is pleased to announce that, further to its announcement July 22, 2026 of a public o�ering (the “Public O�ering”) of units of the Company (the “Units”), it has filed an amended and restated preliminary short form prospectus (the “A&R Preliminary Prospectus”) with the securities regulatory authorities in each of the provinces of Canada, except Québec. The Public O�ering is being conducted on a commercially reasonable e�orts agency basis for the issuance of a minimum of 9,000,000 Units and an increased maximum of 17,500,000 Units (from 15,000,000 Units) at a price of $0.40 per Unit (the “O�ering Price”) for gross proceeds between $3,600,000 and $7,000,000 (from $6,000,000), subject to the overallotment option described below.
In addition, the Company intends to complete a non-brokered private placement of up to 2,500,000 Units at the O�ering Price for additional gross proceeds of up to $1,000,000 (the “Non-Brokered O�ering” and together with the Public O�ering, the “O�ering”). Combined the Company expects to receive gross proceeds of up to $8,000,000 upon completion of 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 Public O�ering is expected to be completed pursuant to the terms of an agency agreement to be entered into between the Company and Haywood Securities Inc., together with a syndicate of agents (collectively, the “Agents”).
The Units issuable under the Public O�ering will be o�ered by way of a short-form prospectus to be filed with the securities regulatory authorities in each of the provinces of Canada, except Québec, pursuant to National Instrument 44-101 – Short Form Prospectus Distributions. The Units will also be sold (i) in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”); and (ii) in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction. 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.
The Agents have been granted an option (the “Over-Allotment Option”) to purchase up to an additional 15% of the maximum number of Units issuable under the Public O�ering at the O�ering Price, exercisable in whole or in part, up to 48 hours prior to closing of the O�ering.
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 A&R Preliminary Prospectus.
The O�ering is expected to close on or about August 11, 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”).
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 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.
Access to the A&R Preliminary Prospectus and any amendments to such document will be provided in accordance with securities legislation relating to procedures for providing access to a short form prospectus and any amendment thereto. The A&R Preliminary Prospectus is accessible on SEDAR+ at www.sedarplus.ca. Alternatively, an electronic or paper copy of the A&R Preliminary Prospectus and any amendment to such document may be obtained without charge, from the Agents by email at [email protected] or by providing the contact with an email address or address, as applicable. The A&R Preliminary Prospectus contains important, detailed information about the Company and the O�ering. Prospective investors should read the A&R Preliminary Prospectus 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, advancedstaged 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, the Company’s intended use of the net proceeds of the O�ering, 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.