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 OƯering 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 oƯering (the
“Public OƯering”) 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 OƯering is being conducted on a commercial ly reasonable eƯorts 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 “ OƯering Price ”) for gross
proceeds between $3,600,000 and $7,000,000 (from $6,000,000), subject to the over-
allotment option described below.
In addition, the Company intends to complete a non-brokered private placement of up to
2,500,000 Units at the OƯering Price for additional gross proceeds of up to $1,000,000 (the
“Non-Brokered OƯering” and together with the Public OƯering, the “OƯering”). Combined
the Company expects to receive gross proceeds of up to $8,000,000 upon completion of the
OƯering.
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 OƯering 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 Ưering will be oƯered 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 OƯering 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 OƯering at the
OƯering Price, exercisable in whole or in part, up to 48 hours prior to closing of the OƯering.
The net proceeds from the OƯering 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 Ưering is expected to close on or about August 11, 2026, or such other date as the
Company and Agents may agree. C losing of the O Ưering 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 OƯering compensation comprised of a
cash commission equal to 6% of the gross proceeds of the Public O Ưering 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 OƯering (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 OƯering Price for a period 24 months following the date of
issuance. The Company may pay finder’s fees in connection with the Non-Brokered OƯering
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
OƯering and Broker Warrants as is equal to up to 6% of the Units sold in the Non-Brokered
OƯering.
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 OƯering.
Prospective investors should read the A&R Preliminary Prospectus before making an
investment decision.
The securities oƯered pursuant to the O Ưering have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be o Ưered or sold in the United States
absent registration or an applicable exemption from the registration requirements. This news
release shall not constitute an oƯer to sell or the solicitation of an oƯer to buy nor shall there
be any sale of the Units or securities comprising the Units in any jurisdiction in which such
oƯer, 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 OƯicer
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- oƯ
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 Ưering, including the completion an d anticipated timing for
completion of the O Ưering, the potential size of the O Ưering, any exercise of the Over-
Allotment Option, the Company’s intended use of the net proceeds of the O Ưering,
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 Ưected 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 Ưer 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.