Early Warning Report Filed Pursuant to National Instrument 62-103
White Willow Spin-Out Completed; Usha Converts Exploration Asset into Equity Stake Amidst Cash Crunch
On January 22, 2026, and January 20, 2026, Usha Resources Ltd. confirmed the closing of a "Qualifying Transaction" with Totec Resources Ltd. (trading as "TOTC" on TSXV). * The Deal: Usha sold its subsidiary holding the White Willow Property (Lithium-Tantalum-REE in Ontario) to Totec. * Consideration: Usha received $50,000 CAD cash and 5,500,000 common shares of Totec. This gives Usha a 14.3% ownership stake in Totec on a non-diluted basis. * Totec Financing: Concurrently, Totec closed a financing raising $4.5 million at $0.15 per unit. This capital is earmarked to explore White Willow. * Corporate Update: This effectively removes the exploration burn of White Willow from Usha’s books while retaining upside through the equity position.
This transaction is Material - Positive for Usha Resources, principally as a balance sheet preservation maneuver. * Reduction of Liabilities: By spinning out White Willow, Usha avoids the capital expenditure required to drill the property, transferring that burden to Totec. * Validation: Totec successfully raising $4.5 million to explore White Willow validates the asset's potential, which Usha was previously unable to fully monetize due to capital constraints. * Asset Conversion: Usha has converted a non-producing land asset into a liquid marketable security (5.5M shares of TOTC). Assuming Totec trades near its financing price of $0.15, this stake is theoretically valued at ~$825,000, which exceeds Usha’s cash position reported in September 2025 ($336k). * Focus Shift: This forces Usha to pivot focus back to its remaining assets, specifically Jackpot Lake, following the failed sale to Stardust Power (terminated Dec 5, 2025).
Usha Resources Ltd. is a junior exploration company focused on critical metals. * Former Flagship (Now Spun-out): White Willow (Lithium) is now held via a 14.3% equity stake in Totec Resources. * Current Primary Asset: Jackpot Lake (Nevada, USA). This is a lithium brine project. * Status: Stalled. A deal to sell 90% of this project to Stardust Power Inc. for up to US$26M was terminated in December 2025. Usha is now retaining it and planning its own exploration, pending capital. * Other Assets: Southern Arm (Copper, Quebec) and equity investments in Formation Metals and now Totec.