VANCOUVER, BC — January 14, 2026 — Leads & Copy — Totec Resources Ltd. and Usha Resources Ltd. have announced an update regarding the proposed sale of Usha’s interest in 1540359 B.C. Ltd. to Totec, which indirectly involves Usha’s sale of 489 mineral claims constituting the White Willow Property to Totec.
The White Willow Property covers approximately 10,220 hectares in the Thunder Bay Mining Division, about 170 kilometers west of Thunder Bay. This transaction will serve as Totec’s qualifying transaction, as defined by the TSX Venture Exchange rules and policies.
Totec Resources Ltd. has filed its filing statement dated January 12, 2026, on SEDAR+ at www.sedarplus.ca. The filing statement describes the transaction and provides disclosure regarding Totec, Usha, Subco, and the resulting issuer. The company has received conditional acceptance from the Exchange for the completion of the transaction and anticipates completing it around January 19, 2026.
Completion of the transaction is subject to regulatory approvals, including final Exchange acceptance, and other customary closing conditions.
Additional details about the transaction can be found in the Filing Statement and the company’s press releases dated January 9, 2026, October 24, 2025, and May 13, 2025, available on the company’s SEDAR+ profile at www.sedarplus.ca.
Totec also announced that, subject to Exchange approval, it will consolidate its common shares on the basis of one new common share for every two old common shares on or about January 19, 2026.
The shares will commence trading on the Exchange on a post-consolidation basis when the trading halt is lifted. As of the date of the announcement, there are 6,126,000 shares issued and outstanding. After the consolidation, the company will have approximately 3,063,000 shares issued and outstanding, subject to rounding. Of these, 1,350,000 will be escrowed under the CPC Escrow Agreement dated September 22, 2022.
Shareholder approval of the consolidation is not required, and it was approved by a resolution passed by the board of directors.
The company’s name and trading symbol will remain unchanged during the consolidation. The new ISIN and CUSIP of the shares following the consolidation will be CA89157M2040 and 89157M204, respectively. After the transaction, the trading symbol of the shares will change from “TOTC.P” to “TOTC”.
No fractional shares will be issued. Fractional interests less than 0.5 of a share will be rounded down, and those equal to or greater than 0.5 will be rounded up. The consolidation will uniformly affect all shareholders and will not alter their relative interest in the company’s equity securities, except for adjustments for fractional shares. The exercise or conversion price of convertible securities will be proportionately adjusted.
Registered shareholders will receive a letter of transmittal from Endeavor Trust Corporation with instructions on exchanging pre-consolidation share certificates for new certificates or Direct Registration Advice (DRS). No action is required by non-registered shareholders.
Trading in Totec’s common shares has been halted and will remain so pending satisfaction of Exchange Policy 2.4 requirements. There is no assurance that trading will resume before the completion of the Qualifying Transaction.
Totec Resources Ltd. is a Capital Pool Company without commercial operations and has no assets other than cash.
Usha Resources Ltd., incorporated on February 26, 2018, is a North American mineral acquisition and exploration company focused on developing battery and precious metal properties.
Contact:
Deepak Varshney, CEO and Director
Telephone: 778‐899‐1780
Source: Totec Resources Ltd.
