Usha, Totec file supplemental disclosure for QT

Executive Summary

• Totem Resources Ltd. and Usha Resources Ltd. disclose supplemental details on the proposed sale of Usha’s interest in Subco, constituting a qualifying transaction for Totem under TSX‑V rules.
• The deal involves Totem paying $50,000 to Usha and issuing 5.5 million Totem common shares (≈ $0.15 per share) to Usha on a 1:2 post‑consolidation basis.
• The concurrent financing for Subco is increased to up to 30 million units at $0.15 each, targeting gross proceeds of up to $4.5 million; each unit includes one common share and one warrant (exercise price $0.25, two‑year term).

Key Details

• Transaction Structure:
• Totem purchases all Subco securities held by Usha for $50,000 cash plus 5.5 M Totem common shares at a deemed price of $0.15 per share (1:2 post‑consolidation basis).
• Non‑Arm’s Length Considerations:
• Deepak Varshney – CEO & Director of Totem, also CEO & Director of Usha; holds 2,169,500 Usha shares (2.4% of Usha).
• Khalid Naeem – CFO of Totem, also CFO of Usha; holds no Usha shares.
• Transaction deemed non‑arm’s‑length but not a related‑party transaction under MI 61‑101 and TSX‑V Policy 5.9; no disinterested shareholder approval required.
• Financing Upsize:
• Original financing: up to 28 M units at $0.15/unit → $4.2 M gross proceeds.
• Updated financing: up to 30 M units at $0.15/unit → $4.5 M gross proceeds.
• Each unit = 1 Subco common share + 1 warrant (right to purchase an additional share at $0.25, exercisable for two years).
• Trading Halt:
• Totem’s shares are halted pending compliance with TSX‑V Policy 2.4; no guarantee of resumption before transaction completion.
• Company Profiles (boilerplate removed):
• Totem – capital pool company, no commercial operations or assets beyond cash.
• Usha – mineral acquisition and exploration firm focused on battery and precious metal properties.

Notable Quotes

(No executive quotes provided in the release.)