Early Warning Report Filed Pursuant to National Instrument 62-103

Rhea-AI Summary

Usha Resources (TSXV:USHA / OTCQB:USHAF) filed an early warning dated January 22, 2026 after completing a transaction with Totec Resources.

Under a share purchase agreement (Oct 22, 2025; amended Dec 10, 2025), Totec acquired interests in Subco by issuing 35,500,000 common shares (5,500,000 to Usha; 30,000,000 to other investors) and paying Usha $50,000 cash. Prior to closing Usha held nil Totec shares; post-closing Usha holds 5,500,000 Totec shares, or 14.3% of Totec on a non-diluted basis. Usha may buy or sell additional Totec securities subject to market conditions and securities rules. The early warning report will be available on SEDAR+.

Positive

• Acquired 5,500,000 Totec common shares
• Resulting ownership of 14.3% of Totec (non-diluted)
• Early warning filed to meet disclosure rules

Negative

• Usha received only $50,000 cash as part of the transaction
• Ownership is non-diluted percentage; future dilution possible

VANCOUVER, BC / ACCESS Newswire / January 22, 2026 / Usha Resources Ltd. ("Usha" or the "Company") (TSXV:USHA)(OTCQB:USHAF)(FSE:JO0) - on January 19, 2026, Totec Resources Ltd. ("Totec") completed its "Qualifying Transaction" (as such term is defined under TSX Venture Exchange Policy 2.4 - Capital Pool Companies) with Usha, 1540359 B.C. Ltd. ("Subco") and certain shareholders of Subco (the "Investors"), pursuant to which Usha and the Investors sold their respective interests in Subco to Totec (the "Transaction").

The Transaction was completed pursuant to a share purchase agreement dated October 22, 2025, as amended December 10, 2025, among Totec, Usha, Subco and the Investors. The purchase price paid by Totec for the Transaction was an aggregate of 35,500,000 common shares of Totec (the "Common Shares") issued to the shareholders of Subco (5,500,000 of which were issued to Usha and 30,000,000 of which were issued to the Investors) and $50,000 in cash paid to Usha.

Prior to the completion of the Transaction, Usha beneficially owned and controlled nil Common Shares. Upon completion of the Transaction, Usha beneficially owns and controls 5,500,000 Common Shares, representing 14.3% of the issued and outstanding Common Shares on a non-diluted basis.

Usha may acquire additional securities or dispose of existing securities on the basis of Usha's assessment of market conditions, reformulation of plans and/or other relevant factors, in each case in accordance with applicable securities regulatory requirements.

This disclosure is being made pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers in connection with the filing of an early warning report regarding the Company's acquisition of securities of Totec. A copy of the Usha's early warning report will be available on Totec's profile on SEDAR+ at www.sedarplus.ca.

Contact:

Deepak Varshney
778-899-1780
deepakvarshney101@gmail.com

SOURCE: Usha Resources Ltd.

View the original press release on ACCESS Newswire

FAQ

What did Usha announce about Totec shares on January 22, 2026 (USHAF)?

Usha completed a sale of Subco interests to Totec and now holds 5,500,000 Totec shares (14.3% non-diluted).

How much cash did Usha receive in the Totec transaction (USHAF)?

Usha received $50,000 in cash as part of the transaction consideration.

How many Totec shares were issued in the Qualifying Transaction?

Totec issued an aggregate of 35,500,000 common shares (5.5M to Usha; 30M to other investors).

Where can investors find Usha's early warning report about Totec (USHAF)?

The early warning report will be available on Totec's SEDAR+ profile at www.sedarplus.ca.

Can Usha change its Totec ownership after this filing (USHAF)?

Yes. Usha stated it may acquire or dispose of Totec securities based on market conditions and applicable rules.