Usha Resources Ltd. and Totec Resources Ltd. Announce Strategic Partnership Via Letter of Intent for White Willow Property Qualifying Transaction

The transaction structure involves Usha assigning its option interest to a newly created, wholly-owned subsidiary, which Totec will then acquire. This arrangement will constitute Totec's qualifying transaction under TSX Venture Exchange Policy 2.4.

Usha's White Willow Property consists of 469 mineral claims optioned March 15, 2023, covering approximately 9,978 hectares. The company has invested roughly $454,000 in exploration activities, including prospecting, mapping, and grassroots fieldwork. The property requires remaining cash payments of $100,000 (due by March 2026) and issuance of 1,000,000 Usha common shares. The property carries 3.0% net smelter return royalties to two entities, with two-thirds potentially purchasable for specified consideration.

Totec will issue 5,750,000 Common Shares (post-consolidation) at a deemed price of $0.075 per share, valued at $431,250. Totec will also assume the $100,000 cash payment obligation to the underlying optionor.

Prior to or concurrent with closing, Totec will complete a non-brokered private placement of up to 20,000,000 units at $0.075 per unit, generating up to $1,500,000. Each unit comprises one common share and one warrant exercisable at $0.20 for three years.

Upon completion, Totec's current officers and directors will remain in place: Deepak Varshney (CEO), Khalid Naeem (CFO), and directors Andres Abogado, James Walker, and Paul McGuigan. Closing is subject to satisfactory due diligence, definitive agreement execution, shareholder and regulatory approvals, and Exchange acceptance. The transaction constitutes a 'Non-Arm's Length Qualifying Transaction' requiring Majority of the Minority shareholder approval due to Deepak Varshney serving as CEO of both companies.