Usha Resources closes $500,000 debenture financing

Executive Summary

• Usha Resources Ltd. closed a non-brokered private placement of unsecured convertible debentures on December 11, 2025, raising gross proceeds of $500,000.
• The debentures have a one-year term, carry a conversion price of $0.05 per share, and include specific forced conversion rights triggered by business combinations or share price thresholds.
• Proceeds are designated for general working capital, with a statutory hold period of four months and one day expiring on April 12, 2026.

Key Details

• Transaction Type: Non-brokered private placement of unsecured convertible debentures.
• Closing Date: December 11, 2025.
• Gross Proceeds: $500,000.
• Instrument Terms:
  • One-year term.
  • Conversion price: $0.05 per common share.
  • Interest payable in shares at maturity (subject to exchange approval) or in cash if approval is not granted.
• Forced Conversion Rights:
  • Triggered if the company announces a business combination with a corporation having a market capitalization of at least $10 million.
  • Condition: Volume-weighted average closing price (VWAP) of shares over the 15 days prior to the announcement must be greater than $0.10 per share.
  • Mechanism: Company may force conversion of all outstanding principal upon 10 days' written notice or via news release.
• Interest Conversion Price: The greater of (i) the VWAP of shares for the 15 days prior to the date accrued interest becomes payable, or (ii) the market price of shares at the time accrued interest becomes payable.
• Finder’s Fees: $500 cash paid to an eligible finder.
• Use of Proceeds: General working capital.
• Hold Period: Four months and one-day statutory hold period, expiring on April 12, 2026.
• Regulatory Status: Subject to final approval of the TSX Venture Exchange.

Notable Quotes

• None provided in the text.