Financings

Usha, Totec file supplemental disclosure for QT

By The Northwire Desk — AI Analysis Jan 09, 2026 · 19:54 USHA · 0.065 Usha Resources Ltd.

USHA · Price

Totem Resources Ltd. will acquire Usha Resources Ltd.’s interest in Subco (1540359 B.C. Ltd.) and the White Willow mineral claims for $50,000 cash plus 5.5 million Totem common shares at a deemed price of C$0.15 per share.
The transaction is classified as a qualifying transaction on the TSX‑V but involves non‑arm’s‑length parties; it does not require disinterested shareholder approval under TSX‑V policies.
Concurrent financing for Subco has been increased to up to 30 million units at C$0.15 per unit, targeting gross proceeds of up to $4.5 million, with each unit including a common share and a warrant (exercise price C$0.25, two‑year term).

Consideration:
Cash payment of $50,000 to Usha.
Issuance of 5.5 million Totem common shares to Usha (post‑consolidation basis 1:2) at a deemed price of C$0.15 per share.
Non‑Arm’s‑Length Nature:
Deepak Varshney – CEO & Director of Totem, also CEO 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.
Regulatory Assessment:
Transaction is non‑arm’s‑length but not a related‑party transaction under MI 61‑101.
Neither Varshney nor Naeem are “control persons” for both entities, so the deal does not trigger TSX‑V Policy 5.9 or require disinterested shareholder approval.
Concurrent Financing Upsize:
Original: up to 28 million units at C$0.15/unit → max $4.2 M gross proceeds.
Revised: up to 30 million units at C$0.15/unit → max $4.5 M gross proceeds.
Each unit = 1 Subco common share + 1 warrant (right to purchase an additional share at C$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 Status:
Totem is a capital pool company on the TSX‑V, has not commenced commercial operations and holds only cash.
Usha is an exploration company focused on battery and precious‑metal properties.

(No direct quotes were provided in the release.)

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