VANCOUVER, BC — January 16, 2026 — Leads & Copy — Totec Resources Ltd. (TSXV:TOTC.P) and Usha Resources Ltd. (TSXV:USHA)(OTCQB:USHAF)(FSE:JO0) have announced that Usha’s wholly-owned subsidiary, 1540359 B.C. Ltd. (“Subco”), has completed a private placement, raising $4,500,000.
The private placement involved the issuance of 30,000,000 units of Subco at a price of $0.15 per unit. Each unit consists of one common share of Subco and one common share purchase warrant, allowing the holder to acquire an additional Subco Share at $0.25 for two years.
The financing was executed in anticipation of Totec’s acquisition of Subco, which indirectly includes Usha’s sale of the 489 mineral claims of the White Willow Property to Totec. This transaction is governed by a share purchase agreement dated October 22, 2025, and amended on December 10, 2025.
The transaction will serve as Totec’s qualifying transaction, as defined by the TSX Venture Exchange. As announced on January 13, 2026, Totec will consolidate its common shares on a 2:1 basis prior to the closing date.
Investors who acquired units in the private placement have agreed to become parties to the agreement. Upon completion of the transaction, these investors will receive one common share of Totec for each Subco Share held. Each Subco Warrant will become exercisable into one Totec Share at $0.25 for two years.
In connection with the private placement, finders received $146,122 in cash fees and 974,143 non-transferable finder’s warrants. Each finder’s warrant is exercisable into one Subco Share at $0.25 for three years from issuance. On the closing date, these warrants will become exercisable into Totec Shares at $0.25 for two years.
If the transaction is terminated, the private placement will be unwound, and funds will be returned to investors. Usha will then remain the sole shareholder of Subco.
The proceeds from the private placement will fund exploration at the White Willow Property and support the working capital of Totec and Subco. Details are available in Totec’s filing statement dated January 12, 2026, on Totec’s SEDAR+ profile. No Non-Arm’s Length Parties participated in the financing, and it was not subject to Policy 5.9 of the Exchange.
The completion of the transaction is contingent upon several conditions, including Exchange acceptance.
Trading in Totec Shares is currently halted pending compliance with Exchange Policy 2.4. Resumption of trading is not guaranteed prior to the transaction’s completion.
Totec Resources Ltd. is a Capital Pool Company without commercial operations or assets other than cash.
Usha Resources Ltd., incorporated on February 26, 2018, is focused on the acquisition and exploration of battery and precious metal properties in North America.
For further information, please contact:
Deepak Varshney, CEO and Director
Telephone: 778‐899‐1780
Source: Usha Resources Ltd.
