U92 Energy files final short form prospectus for public offering

FINAL SHORT FORM PROSPECTUS ACCESSIBLE ON SEDAR+ -

Toronto, Ontario--(Newsfile Corp. - August 7, 2026) - U92 Energy Corp. (TSXV: UTWO) (" U92 " or the " Company ") is pleased to announce that, further to its previously announced public offering (the " Public Offering ") 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 Offering.

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 " Offering Price ") for gross proceeds between $4,000,000 and $7,000,000, and up to an additional 3,750,000 Units at the Offering 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 non-brokered private placement to up to 3,750,000 Units (from 2,500,000 Units) at the Offering Price for gross proceeds of up to $1,500,000 (from $1,000,000) (the " Non-Brokered Offering " and together with the Public Offering, the " Offering ").

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 Offering 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 Offering compensation comprised of a cash commission equal to 6% of the gross proceeds of the Public Offering 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 Offering (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 Offering Price for a period 24 months following the date of issuance. The Company may pay finder's fees in connection with the Non-Brokered Offering 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 Offering and Broker Warrants as is equal to up to 6% of the Units sold in the Non-Brokered Offering.

The Offering is expected to close on or about August 12, 2026, or such other date as the Company and Agents may agree. Closing of the Offering 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 Offering will have a statutory hold period of four months and one day from the closing date in accordance with applicable securities laws.