Usha Resources Non-Brokered Private Placement of Convertible Debentures

Executive Summary

• Usha Resources Ltd. closed a non‑brokered private placement on December 11, 2025, raising $500,000 in gross proceeds.
• The financing was effected through the issuance of unsecured convertible debentures with a one‑year term and a conversion price of $0.05 per share.
• Proceeds are earmarked for general working capital, and the debentures carry forced conversion rights tied to future qualifying business combinations.

Key Details

• Private Placement Size: $500,000 gross proceeds.
• Instrument: Unsecured convertible debentures (the “Debentures”).
• Term / Maturity: One‑year term; maturity date = December 11, 2026.
• Conversion Price: $0.05 per common share.
• Forced Conversion Rights:
• Interest payable may be converted into shares at the interest conversion price (greater of VWAP for prior 15 days or market price at payment).
• If a qualifying business transaction (market cap ≥ $10 M and pre‑announcement VWAP > $0.10) is announced before maturity, Usha may force conversion of all (or not less than all) principal into shares with 10‑day notice.
• Statutory Hold Period: Four months and one day from issuance; expires April 12, 2026.
• Finder’s Fee: $500 cash paid to an eligible finder in compliance with securities regulations.
• Use of Proceeds: General working capital for the Company’s exploration and acquisition activities.
• Regulatory Conditions: Closing remains subject to final approval by the TSX Venture Exchange; interest conversion into shares requires exchange acceptance at time of payment.

Notable Quotes

(No executive quotes were included in the release.)