Usha Resources and Totec Resources Enter Definitive Agreement for Qualifying Transaction

On October 24, 2025, Usha Resources announced it has entered into a definitive agreement with Totec Resources Ltd., a Capital Pool Company (CPC), for its Qualifying Transaction (QT). Under the agreement, Totec will acquire Usha's wholly-owned subsidiary which holds the option to the White Willow Property in Ontario.

The key terms are: - Consideration: Totec will pay Usha $50,000 in cash and issue 5,500,000 common shares at a deemed price of $0.15 per share. - Concurrent Financing: Totec will complete a private placement of 28,000,000 units at $0.15 per unit for gross proceeds of $4,200,000. Each unit consists of one common share and one warrant exercisable at $0.25 for 24 months. - Corporate Actions: Totec will undergo a 2-for-1 share consolidation. Usha's management team, including Deepak Varshney as CEO and Khalid Naeem as CFO, will lead the resulting company.

This definitive agreement follows a non-binding Letter of Intent (LOI) announced on May 13, 2025. The terms of the definitive agreement are more favorable to Usha than the original LOI, which proposed consideration of 5.75 million shares at a deemed price of $0.075 and a smaller financing of up to $1.5 million.

The news is Material - Positive. It represents a significant step in Usha's stated strategy of monetizing its non-core assets to focus on its flagship Southern Arm copper project.

Usha Resources is a Canadian mineral exploration company. After a series of asset divestitures and option agreements, the company's stated focus is now on its flagship Southern Arm project in Quebec. This is a copper-gold volcanogenic massive sulphide (VMS) project optioned from Abitibi Metals Corp. in July 2024. The company completed initial fieldwork (black spruce bark survey) in late 2024 and received drill permits in December 2024, but the planned maiden drill program has been delayed. The company also holds a portfolio of other assets that it is systematically monetizing, including White Willow (subject of the current news), Jackpot Lake, and equity stakes in other explorers like Molten Metals and Formation Metals.