Usha Resources options Rubidium Ridge to Panther

Executive Summary

• Usha Resources Ltd. has entered into an arm's-length sale and purchase agreement to option its Rubidium Ridge pegmatite project in Ontario, Canada, to Panther Minerals Inc.
• The transaction allows Panther to earn a 100% interest in the property through a combination of cash, equity issuance, and future performance bonuses, while Usha retains a royalty interest.
• This divestment aligns with Usha’s strategy to streamline its portfolio and focus on core assets (Southern Arm copper and Jackpot Lake lithium brine projects) scheduled for advancement in 2026.

Key Details

• Transaction Structure: Panther Minerals Inc. has the right to purchase an undivided 100% interest in Usha Resources Ltd.'s Rubidium Ridge (RR) project.
• Initial Earn-In Requirements: Upon receipt of approval from the Canadian Securities Exchange, Panther must:
  • Make a cash payment of $80,000.
  • Issue 4.15 million common shares in the capital of Panther to Usha.
  • The issued shares are subject to resale restrictions expiring six months from the date of issuance.
• Royalty Interest: Upon completion of the earn-in, Usha retains a 2.0% Net Smelter Return (NSR) royalty on commercial production.
  • Panther has the right to repurchase 50% of the NSR for $1 million.
  • Panther is granted a right of first refusal to repurchase the remaining 50% of the NSR.
• Performance Bonus: Panther must pay Usha a bonus of $1 million upon the delineation of an inferred resource or higher classification at the RR property, provided the resource totals at least 10 million tonnes at a minimum grade of 1% lithium oxide.
• Strategic Context: This is Usha’s third divestment of a non-core asset in the past 24 months.
• Regulatory Status: The transaction qualifies as an exempt transaction for Usha under TSX Venture Exchange Policy 5.3 (Acquisitions and Dispositions of Non-Cash Assets).

Notable Quotes

• "We are very excited to partner with Panther to advance the Rubidium Ridge property. This strategic stake will give us significant upside and further fortify our balance sheet." — Deepak Varshney, Chief Executive Officer of Usha Resources