Usha Resources holds 5.5 million Totec shares

Executive Summary

• Totec Resources Ltd. completed its qualifying transaction with Usha Resources Ltd. and 1540359 B.C. Ltd. (Subco) on January 19, 2026, pursuant to TSX Venture Exchange Policy 2.4 for Capital Pool Companies.
• The transaction involved the acquisition of Subco by Totec, resulting in Usha Resources becoming a significant shareholder with a 14.3% stake in Totec.
• The consideration for the transaction consisted of 35.5 million common shares of Totec and $50,000 in cash.

Key Details

• Transaction Structure: Totec Resources Ltd. acquired the interests in Subco (1540359 B.C. Ltd.) from Usha Resources Ltd. and certain investors.
• Completion Date: January 19, 2026.
• Agreement Date: Share purchase agreement dated October 22, 2025, as amended December 10, 2025.
• Consideration:
  • Equity: Aggregate of 35.5 million common shares of Totec issued to shareholders of Subco.
    • 5.5 million shares issued to Usha Resources Ltd.
    • 30 million shares issued to other investors.
  • Cash: $50,000 paid to Usha Resources Ltd.
• Shareholder Impact:
  • Prior to completion, Usha beneficially owned and controlled nil common shares.
  • Upon completion, Usha beneficially owns and controls 5.5 million common shares.
  • This represents 14.3% of the issued and outstanding common shares of Totec on a non-diluted basis.
• Regulatory Filing: Disclosure made pursuant to National Instrument 62-103 (Early Warning Report).

Notable Quotes

• None provided in the text.