Usha Resources and Totec Resources Enter Definitive Agreement for Qualifying Transaction

Totec will pay $50,000 cash and issue 5,500,000 post-consolidation common shares valued at $0.15 each to Usha. The White Willow Property carries 3.0% and 1.5% net smelter return royalties to two entities, with buyback options at $1,250,000 and $1,000,000 respectively.

Prior to closing, Totec will consolidate shares on a 2-for-1 basis. The resulting issuer is expected to list as a Tier 2 Mining Issuer on the TSX Venture Exchange.

Proposed leadership includes CEO Deepak Varshney, CFO Khalid Naeem, and directors James Walker, Zachary Kotowych, and Rishi Kwatra. A concurrent private placement targets up to $4.2 million through issuance of 28,000,000 units at $0.15 per unit, with each unit comprising one share and one warrant exercisable at $0.25 for two years.

Closing remains contingent on regulatory approvals, minimum $1 million in concurrent financing, completion of an independent technical report, and satisfaction of customary conditions. Post-closing, current Totec shareholders would hold 8.4%, investors 76.6%, and Usha 15.0% of approximately 36.563 million outstanding shares.