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Usha Resources Announces Share Issuance in Payment of Debenture Interest, Adopts Semi-Annual Reporting

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Usha Resources (OTCQB: USHAF) will issue 250,000 common shares, subject to TSXV acceptance, to pay $12,500 interest on $500,000 of 5% convertible debentures, at a deemed price of $0.05 per share.

The company is also shifting to semi-annual financial reporting under CSA Blanket Order 51-933.

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Positive

  • Pays $12,500 debenture interest in shares, preserving company cash
  • Moves to semi-annual reporting, reducing frequency of interim filings and MD&A preparation

Negative

  • Issuance of 250,000 interest shares creates incremental shareholder dilution
  • Semi-annual reporting means no Q1 and Q3 interim financials or MD&A

News Market Reaction – USHAF

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In the Jun 22 session, USHAF gained 20.23%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

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VANCOUVER, BC / ACCESS Newswire / June 18, 2026 / Usha Resources Ltd. ("USHA" or the "Company") (TSXV:USHA)(OTCQB:USHAF)(FSE:JO0) announces that, subject to the acceptance of the TSX Venture Exchange (the "Exchange"), it intends to satisfy accrued interest owing under its outstanding convertible debentures through the issuance of common shares.

On December 11, 2025, the Company issued an aggregate of $500,000 principal amount of unsecured convertible debentures (the "Debentures"), bearing interest at a rate of 5% per annum, payable semi-annually in cash or, at the Company's election, in common shares of the Company.

In satisfaction of the interest that accrued on the Debentures for the period from December 11, 2025 to June 11, 2026, the Company has elected to issue an aggregate of 250,000 common shares (the "Interest Shares") to the holders of the Debentures, representing $12,500 in accrued interest. The Interest Shares are being issued at a deemed price of $0.05 per share, determined in accordance with the terms of the Debentures as the greater of (i) the volume weighted average closing price of the common shares on the Exchange for the 15 days prior to the date immediately before the interest became payable, and (ii) the Market Price of the common shares (as defined in the policies of the Exchange) at the time the interest became payable.

The issuance of the Interest Shares remains subject to the acceptance of the Exchange. All Interest Shares will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws and the policies of the Exchange.

Semi-Annual Reporting

The Company also announces that it that it has elected to rely on Coordinated Blanket Order 51-933 - Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers (the "Order") and move to semi-annual financial reporting ("SAR").

The Order allows eligible venture issuers listed on the TSX Venture Exchange (the "TSXV") to voluntarily move from a quarterly to a semi-annual financial reporting framework. The Company's fiscal year ends on March 31. Under the SAR pilot program, the Company will be exempt from filing interim financial reports and related Management's Discussion & Analysis (MD&A) for its first and third quarters.

  • Interim Period: The Company will not file an interim report for the first quarter (Q1) ending June 30 and the third quarter (Q3) ending December 31; and

  • Ongoing Reporting: The Company will continue to file audited financial statements (due within 120 days of March 31) and six-month interim financial reports (due within 60 days of September 30).

The Company confirms it meets the pilot program's eligibility criteria, which include being a venture issuer with annual revenues of less than $10 million, having a disclosure record of over 12 months and having filed all required periodic and timely continuous disclosure documents.

The first period for which the Company will not file an interim financial report and related MD&A will be for the three-month period ended June 30, 2026.

About Usha Resources Ltd.

Usha Resources Ltd. is a North American mineral acquisition and exploration company focused on the development of quality critical metal properties that are drill-ready with high-upside and expansion potential. Based in Vancouver, BC, Usha's portfolio of strategic properties provides target-rich diversification and includes Southern Arm, a copper-gold VMS project in Quebec, Jackpot Lake, a lithium brine project in Nevada and White Willow, a lithium pegmatite project in Ontario. Usha trades on the TSX Venture Exchange under the symbol USHA, the OTCQB Exchange under the symbol USHAF and the Frankfurt Stock Exchange under the symbol JO0.

For additional information, please visit www.usharesources.com or contact:
Deepak Varshney
778-899-1780
info@usharesources.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements: This news release contains forward-looking statements within the meaning of applicable securities laws, including statements regarding the issuance of the Interest Shares and receipt of Exchange acceptance. Forward-looking statements are based on assumptions and are subject to risks and uncertainties that may cause actual results to differ materially. The Company undertakes no obligation to update such statements except as required by law.

SOURCE: Usha Resources Ltd.



View the original press release on ACCESS Newswire

FAQ

What share issuance did Usha Resources (USHAF) announce on June 18, 2026?

Usha Resources plans to issue 250,000 common shares to pay $12,500 interest on its convertible debentures. According to Usha Resources, the deemed price is $0.05 per share and issuance remains subject to TSX Venture Exchange acceptance.

At what price is Usha Resources issuing interest shares for its convertible debentures?

Usha Resources will issue interest shares at a deemed price of $0.05 per share. According to Usha Resources, this price reflects the greater of the 15-day VWAP and the TSXV-defined Market Price when the interest became payable.

How will Usha Resources’ semi-annual reporting change its financial filing schedule?

Usha Resources will stop filing Q1 and Q3 interim reports and MD&A under semi-annual reporting. According to Usha Resources, it will instead file audited annual statements and six-month interim financials for the period ending September 30 each fiscal year.

When is the first period Usha Resources will not file an interim financial report?

The first period without an interim report will be the three months ended June 30, 2026. According to Usha Resources, this follows its election to rely on CSA Blanket Order 51-933 for semi-annual reporting on the TSX Venture Exchange.

What are the key terms of Usha Resources’ outstanding convertible debentures?

Usha Resources’ convertible debentures total $500,000 principal and bear 5% annual interest, payable semi-annually. According to Usha Resources, interest can be paid in cash or shares, and the current share issuance covers interest accrued from December 11, 2025 to June 11, 2026.

Will the new Usha Resources interest shares be subject to a hold period?

Yes, all interest shares will carry a four-month-and-one-day statutory hold period from issuance. According to Usha Resources, this restriction aligns with applicable securities laws and TSX Venture Exchange policies governing newly issued common shares.