Usha, Totec file supplemental disclosure for QT

Mr. Deepak Varshney of Usha and Totec reports USHA RESOURCES AND TOTEC RESOURCES PROVIDE SUPPLEMENTAL DISCLOSURE FOR QUALIFYING TRANSACTION Totec Resources Ltd. and Usha Resources Ltd. have provided supplemental disclosure, further to the news release dated Oct. 24, 2025, respecting the proposed sale of Usha's interest in 1540359 B.C. Ltd. (Subco) to Totec and, indirectly, Usha's sale of the 489 mineral claims constituting the White Willow property, which covers approximately 10,220 hectares in the Thunder Bay mining division, approximately 170 kilometres west of Thunder Bay, to Totec. The transaction will constitute the qualifying transaction of Totec, as such term is defined in the rules and policies of the TSX Venture Exchange. Pursuant to the transaction, Totec will purchase all of the issued and outstanding securities of Subco held by Usha in consideration for the payment of $50,000 to Usha and the issuance of 5.5 million common shares in the capital of Totec to Usha (on a 1:2 postconsolidation basis) at a deemed price of 15 cents per Totec share. Non-arm's-length nature of transaction Deepak Varshney, chief executive officer and a director of Totec, currently serves as the CEO and as a director of the company, and beneficially owns a total of 2,169,500 common shares of Usha, representing 2.4 per cent of the issued and outstanding common shares of Usha. Also, Khalid Naeem, chief financial officer of Totec, currently serves as CFO of Usha and holds no common shares of Usha. In this regard: The transaction will involve non-arm's-length parties (as such term is defined in the rules and policies of the exchange). The transaction will not be a related party transaction (as such term is defined in Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions) or be subject to TSX-V Policy 5.9, Protection of Minority Security Holders in Special Transactions, as neither of Mr. Varshney nor Mr. Naeem, nor their associates nor affiliates, are control persons (as such terms are defined in the exchange's policies) in both Totec and in relation to Subco or the property. The transaction will not be considered a non-arm's-length qualifying transaction for Totec, as neither of Mr. Varshney nor Mr. Naeem, nor their associates nor affiliates, are control persons (as such terms are defined in the exchange's policies) in both Totec and in relation to Subco or the property. The transaction will not be subject to disinterested shareholder approval of Usha or Totec. Upsize to concurrent financing Usha and Totec also announce that the size of the concurrent financing to be completed by Subco in connection with the transaction has been increased from: (i) up to 28 million units of Subco at a price of 15 cents per unit, for gross proceeds of up to $4.2-million; to (ii) up to 30 million units at a price of 15 cents per unit, for gross proceeds of up to $4.5-million. Each unit will comprised one common share of Subco and one common share purchase warrant of Subco that will entitle the holder thereof to acquire one additional investor share at an exercise price of 25 cents for a period of two years from the date of issuance. No subscriptions under the concurrent offering will be accepted by Subco until the transaction has been approved by the exchange. Additional information Trading in the Totec shares has been halted and will remain halted pending the satisfaction of all applicable requirements of Policy 2.4 of the exchange. There can be no assurance that trading of the Totec shares will resume prior to the completion of the qualifying transaction. About Totec Resources Ltd. Totec, a capital pool company within the meaning of TSX-V Policy 2.4, has not commenced commercial operations and has no assets other than cash. About Usha Resources Ltd. Usha was incorporated under the Business Corporations Act (British Columbia) on Feb. 26, 2018. Usha is a North American mineral acquisition and exploration company that focuses on the development of battery and precious metal properties. We seek Safe Harbor.