Totec Resources Announces Closing of Qualifying Transaction and Anticipated Trading Date

Executive Summary

• Totec Resources completed a qualifying transaction by acquiring Subco and the White Willow Property, issuing 35.5 million common shares plus $50,000 cash as consideration.
• The transaction triggers a two‑for‑one share consolidation; the new consolidated shares (ISIN CA89157M2040) are expected to begin trading on TSX‑V under “TOTC” on January 21 2026, subject to final Exchange acceptance.
• Concurrently, Subco raised $4.5 million through a private placement of 30 million units at $0.15 per unit, each unit consisting of one Subco share and one warrant; finder fees and additional finder warrants were also issued.

Key Details

• Acquisition Structure:
• Totec received 35,500,000 common shares (5,500,000 to Usha shareholders, 30,000,000 to private placement investors) plus $50,000 cash paid to Usha.

• The acquired assets comprise the White Willow Property (~10,220 ha) with two 1.5% NSR royalties (Ontario Ltd. and Grid Metals Corp.).

• Share Consolidation:

• Two‑for‑one consolidation of all outstanding common shares was completed immediately prior to closing.

• New ISIN: CA89157M2040; CUSIP: 89157M204.

• Exchange Acceptance & Trading:

• Final acceptance pending issuance of the Exchange’s Final Bulletin.

• Upon acceptance, Totec will be classified as a Tier 2 Mining Issuer and commence trading on TSX‑V under “TOTC” at market open on 2026‑01‑21.

• Management Team Post‑Transaction:

• Deepak Varshney – CEO, Corporate Secretary & Director
• Khalid Naeem – CFO
• James Walker – Director
• Zachary Kotowych – Director

• Rishi Kwatra – Director

• Concurrent Financing (Subco Private Placement):

• 30,000,000 units sold at $0.15 per unit → gross proceeds of $4,500,000.
• Each unit = 1 Subco common share + 1 Subco warrant (exercise price $0.25, 2‑year term).
• Finder fees & warrants:
  • Research Capital Corp.: $143,423 cash + 956,153 finder warrants
  • Ventum Financial Corp.: $999 cash + 6,660 finder warrants
  • Haywood Securities Inc.: $1,700 cash + 11,330 finder warrants

• Finder warrants exercisable for one Subco share at $0.25 for three years.

• Conversion Mechanics Post‑Transaction:

• Each Subco share exchanged for one consolidated Totec common share.
• Subco warrants automatically exercisable into one consolidated share at $0.25 (2‑year term).

• Finder warrants automatically exercisable into one consolidated share at $0.25 (3‑year term).

• Related Legal/Regulatory Notes:

• Transaction involved non‑arm’s‑length parties but did not meet the definition of a “related party transaction” under applicable TSX‑V policies.

• No disinterested shareholder approval required for either Totec or Usha.

• Shareholder Meeting:

• Annual General Meeting scheduled for 2026‑03‑05; record date set for 2026‑01‑29.

• Trading Halt:

• Trading of the consolidated shares is halted pending satisfaction of TSX‑V Policy 2.4 requirements.

Notable Quotes

(No direct quotes were provided in the release.)