The TSX Venture Exchange has accepted for filing documentation related to a share purchase agreement dated Oct. 22, 2025, as amended on Dec. 10, 2025, among Usha Resources Ltd., 1540359 B.C. Ltd. (Subco) and Totec Resources Ltd. (the purchaser). Pursuant to the agreement, the company has sold its legal and beneficial interest in Subco to the purchaser.

Prior to the closing of the transaction, the company transferred its 100-per-cent interest in the White Willow property to Subco. The property consists of 489 unpatented mineral claims in the Thunder Bay mining division, Ontario.

As consideration for the company's interest in Subco, the purchaser has paid a total of $50,000 to the company and issued 5.5 million common shares in the capital of the purchaser to the company at a deemed price of 15 cents per share.

The transaction was non-arm's length in nature and no finders' fees are payable in connection with the disposition.

For further information, please refer to the company's news releases dated May 13, 2025, Oct. 24, 2025, Jan. 9, 2026, Jan. 13, 2026, Jan. 16, 2026, and Jan. 20, 2026.