Sprock-it Acquisitions Limited — M&A Activity 2026

Feb 7, 2026

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SECOND AMENDMENT TO SHARE PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO SHARE PURCHASE AGREEMENT (this "Second Amendment"), is made as of October 31, 2025, by and among U92 Corp. (the "Purchaser") and [Redacted – Personal Information], [Redacted – Personal Information] and [Redacted – Personal Information] (each, a "Vendor" and, collectively, the "Vendors"). Capitalized terms used herein but not otherwise defined shall have those meanings given to them in the Share Purchase Agreement (as defined below).

WHEREAS, the Company and the Vendors are party to that certain Share Purchase Agreement, dated as of June 18, 2025, as amended on July 30, 2025 (the "Share Purchase Agreement").

AND WHEREAS, the Company and the Vendors desire to further amend the Share Purchase Agreement, as set forth herein.

AND WHEREAS, Section 9.7 of the Share Purchase Agreement provides that the Share Purchase Agreement may be amended only with the written consent of the Purchaser and the Vendors.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I AMENDMENTS

1.1. Amendment to Section 1.1 (Ancillary Agreements). All references to "Ancillary Agreements" shall be read as "Ancillary Agreement". Further, the definition of "Ancillary Agreements" in Section 1.1 of the Share Purchase Agreement is hereby amended and restated to read in its entirety as follows:

""Ancillary Agreement" means the NCR Agreement."

• 1.2. Amendment to Section 1.1 (Offtake Agreement). The defined term "Offtake Agreement" is hereby deleted in its entirety:
• 1.3. Amendment to Section 2.5. Section 2.5 is hereby amended and restated to read in its entirety as follows:
• "Offtake Agreement. Subject to Closing, within 30 days following the completion and public filing by the Purchaser (or an Affiliate thereof) of a "feasibility study" (as defined in NI 43-101), the Kurupung Subsidiary and the Vendors shall enter into a definitive offtake agreement in substantially the form attached hereto as Exhibit D, being provided that prior to execution, the Buyer shall finalize or confirm all bracketed details in Exhibit D in accordance with industry standards."
• 1.4 Amendment to Exhibit D. Article 3.6 of Exhibit D is hereby amended and restated to read in its entirety as follows:
• "3.6 The Buyer may choose to sign a six (6), twelve (12), eighteen (18), or twenty-four (24) month contract at any point according to a pricing formula determined in a given month in clause 3.1."

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ARTICLE II MISCELLANEOUS

• 2.1 Captions. The headings contained in this Second Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Second Amendment. Except as otherwise indicated, all references in this Second Amendment to "Sections" are intended to refer to the Sections of the Share Purchase Agreement.
• 2.2 Effect of Amendment. Except as amended and set forth above, the Share Purchase Agreement shall continue in full force and effect.
• 2.3 Entire Agreement. This Second Amendment together with the Share Purchase Agreement and all exhibits, annexes and schedules attached thereto, constitute and contain the entire agreement among the parties hereto and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.
• 2.4 Severability. In case any one (1) or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.
• 2.5 Governing Law. This Second Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the Province of Ontario, without giving effect to principles of conflicts of law.
• 2.6 Counterparts. This Second Amendment may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument.
• 2.7 Electronic and Facsimile Signatures. Any signature page delivered electronically or by facsimile (including without limitation transmission by .pdf) shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto. Any party who delivers such a signature page agrees to later deliver an original counterpart to the other party if so requested.
• 2.8 Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon the parties hereto and their respective successors, assigns, heirs, executors and administrators. Nothing in this Second Amendment, express or implied, is intended to confer upon any party other than the parties hereto or their respective permitted successors and permitted assigns any right, remedies, obligations or liabilities under or by reason of this Second Amendment, except as expressly provided in this Second Amendment.
• 2.9 Further Actions. Each party hereto shall execute, acknowledge and deliver such further instruments, and do all other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Second Amendment.

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IN WITNESS WHEREOF the parties have executed this Second Amendment as of the date first above written.

U92 CORP.

By: (signed) "Adam Clode"

Name: Adam Clode

Title: Chief Executive Officer

[Redacted – Personal Information]

By: (signed) [Redacted – Personal

Information]

Name: [Redacted – Personal

Information]

Title: Director

[Redacted – Personal Information]

By: (signed) [Redacted – Personal

Information]

Name: [Redacted – Personal

Information]

Title: Director

(signed) [Redacted – Personal Information]

[Redacted – Personal Information]