Usha Resources and Totec Resources Announce TSXV Conditional Acceptance and Filing of Filing Statement for Qualifying Transaction

Executive Summary

• Totec Resources Ltd. announced a proposed qualifying transaction to acquire Usha Resources’ interest in Subco and the White Willow Property, with closing expected around January 19, 2026.
• The company will simultaneously implement a 1‑for‑2 share consolidation, reducing outstanding shares from ~6.13 M to ~3.06 M, effective on or about January 19, 2026.
• Trading of Totec’s common shares is currently halted pending completion of the transaction and related regulatory approvals.

Key Details

• Transaction Parties: Totec Resources Ltd. (TSXV:TOTC.P) acquiring Usha Resources Ltd.’s interest in 1540359 B.C. Ltd. (“Subco”) and the 489 mineral claims comprising the White Willow Property (~10,220 ha, Thunder Bay Mining Division).
• Qualifying Transaction: The acquisition will constitute Totek’s qualifying transaction under TSX‑Venture Exchange rules. Conditional acceptance received from the Exchange; anticipated completion ~January 19, 2026.
• Regulatory Conditions: Completion subject to receipt of all required regulatory approvals (final Exchange acceptance and customary closing conditions).
• Filing Statement: Filed on January 12, 2026 on SEDAR+; provides detailed disclosure on the transaction and post‑transaction issuer structure.
• Share Consolidation: 1 new common share for every 2 existing shares; board‑approved resolution; no shareholder vote required under BC Business Corporations Act.
• Post‑Consolidation Share Count: Approximately 3,063,000 shares outstanding (rounded), down from 6,126,000 pre‑consolidation.
• Escrow Shares: 1,350,000 of the post‑consolidation shares will remain escrowed per CPC Escrow Agreement dated September 22, 2022.
• Trading Details: Shares will resume trading on a post‑consolidation basis once the halt is lifted; current halt remains in effect under Exchange Policy 2.4.
• Identifiers: New ISIN CA89157M2040 and CUSIP 89157M204; ticker changes from “TOTC.P” to “TOTC” after transaction completion.
• Fractional Shares: Fractions <0.5 rounded down, ≥0.5 rounded up; no fractional shares issued.
• Convertible Securities Adjustment: Exercise/conversion price and number of shares issuable under any convertible securities will be proportionally adjusted post‑consolidation.
• Shareholder Communication: Registered shareholders to receive a transmittal letter with instructions for exchanging certificates; non‑registered shareholders require no action.

Notable Quotes

(No direct quotes were included in the release.)