Totec closes QT, set to trade Jan. 21 on TSX-V

Executive Summary

• Totec Resources Ltd. has closed a qualifying transaction involving the acquisition of Usha Resources Ltd.'s 489 mineral claims (the White Willow property) and the sale of Subco to Totec, resulting in a reverse takeover structure.
• The transaction was funded via the issuance of 35.5 million common shares to Usha shareholders and $50,000 in cash, alongside a concurrent private placement raising $4.5 million.
• Trading is halted pending TSX Venture Exchange acceptance, with an anticipated resumption of trading on January 21, 2026, under the symbol TOTC.

Key Details

• Transaction Structure: Totec acquired 1540359 B.C. Ltd. (Subco) from Usha Resources Ltd., indirectly acquiring the White Willow property. The transaction constitutes a "qualifying transaction" under TSX Venture Exchange rules.
• Consideration: Totec issued an aggregate of 35.5 million common shares to Subco shareholders (5.5 million to Usha and 30 million to investors) and paid $50,000 in cash to Usha.
• Asset Details: The White Willow property comprises 489 mineral claims covering approximately 10,220 hectares in the Thunder Bay mining division, 170 km west of Thunder Bay.
• Royalties (NSRs): The property is subject to:
  • 1.5% NSR in favor of 2758145 Ontario Ltd. (two-thirds repurchasable for $1 million).
  • 1.5% NSR in favor of Grid Metals Corp. (two-thirds repurchasable for $1.25 million).
• Concurrent Financing: On Jan. 19, 2026, Subco completed a private placement of 30 million units to arm's-length investors at $0.15 per unit, generating gross proceeds of $4.5 million.
  • Warrant Terms: Each unit includes one common share and one warrant exercisable into one additional share at $0.25 for two years.
  • Finder’s Fees: Paid to Research Capital Corp. ($143,423 cash + 956,153 warrants), Ventum Financial Corp. ($999 cash + 6,660 warrants), and Haywood Securities Inc. ($1,700 cash + 11,330 warrants). Finder warrants are exercisable at $0.25 for three years.
• Share Consolidation: A two-to-one share consolidation occurred immediately prior to closing.
• New ISIN/CUSIP: CA89157M2040 / 89157M204.
• Trading Status: Trading is halted pending Policy 2.4 requirements. Expected trading resumption date is Jan. 21, 2026.
• Management:
  • Deepak Varshney: CEO, Corporate Secretary, Director.
  • Khalid Naeem: CFO.
  • Directors: James Walker, Zachary Kotowych, Rishi Kwatra.
• Related Party Disclosure: The transaction involved non-arm's-length parties (Varshney and Naeem hold positions in both entities), but is not classified as a related party transaction or subject to disinterested shareholder approval as neither individual is a control person in both entities.
• Corporate Governance: The company missed its 2025 AGM and will hold one on March 5, 2026, to elect directors, appoint an auditor, and approve an equity incentive plan.

Notable Quotes

• None explicitly quoted in the text; however, the CEO is identified as Deepak Varshney.