The TSX Venture Exchange has accepted for filing Totec Resources Ltd.'s qualifying transaction (QT) and related transactions, as described in its filing statement dated Jan. 12, 2026.

As a result, at the opening on Thursday, Jan. 22, 2026, the company will no longer be considered a capital pool company.

The QT includes the following matters, all of which have been accepted by the exchange.

Qualifying transaction -- completed/new symbol

Pursuant to a share purchase agreement dated Oct. 22, 2025, as amended Dec. 10, 2025, the company has acquired all of the issued and outstanding shares of 1540359 B.C. Ltd. (Subco), a wholly owned subsidiary of Usha Resources Ltd. Subco holds a 100-per-cent interest in the White Willow lithium project, located in the Thunder Bay mining division of Ontario.

The acquisition was completed through the issuance of 5.5 million postconsolidation common shares of the company to Usha and a cash payment of $50,000. In conjunction with the QT, Subco completed a non-brokered private placement of 30 million units at a price of 15 cents per unit for aggregate gross proceeds of $4.5-million. Each unit comprised one common share and one share purchase warrant. Upon closing of the QT, these securities were exchanged for equivalent securities of the resulting issuer on a one-for-one basis. Consequently, the company issued 30 million postconsolidation common shares and the 30 million warrants. Each warrant entitles the holder to acquire one additional common share at an exercise price of 25 cents for a period of two years from issuance.

In connection with the financing, Subco issued 974,143 finders' warrants, which were exchanged for equivalent securities of the resulting issuer on a one-for-one basis. Each finder's warrant is exercisable at an exercise price of 25 cents for a period of three years from issuance.

For additional information, please refer to the filing statement dated Jan. 12, 2026, available under the company's profile on SEDAR+ ,and the company's news release dated May 13, 2025, Oct. 24, 2025, Jan. 9, 2026, Jan. 13, 2026, Jan. 16, 2026, and Jan. 19, 2026.