Press Release · January 9, 2026 · Vancouver, BC

Usha Resources and Totec Resources Provide Supplemental Disclosure for Qualifying Transaction

Totec Resources Ltd. (TSXV:TOTC.P), a capital pool company, and Usha Resources Ltd. (TSXV:USHA)(OTCQB:USHAF)(FSE:JO0) announced supplemental details regarding Usha's proposed sale of its interest in 1540359 B.C. Ltd. to Totec. The transaction involves Totec purchasing all issued and outstanding Subco securities held by Usha for $50,000 cash plus 5,500,000 Totec common shares (post-2:1 consolidation) at $0.15 per share deemed price.

The White Willow Property comprises 489 mineral claims covering approximately 10,220 hectares in Ontario's Thunder Bay Mining Division, roughly 170 kilometres west of Thunder Bay.

Regarding related-party concerns, Deepak Varshney serves as CEO and director of both entities while beneficially owning 2.4% of Usha. Khalid Naeem serves as CFO of both companies. Neither qualifies as a Control Person under Exchange policies, so the transaction avoids related-party transaction classification and disinterested shareholder approval requirements.

The concurrent financing was increased from $4.2 million to $4.5 million (30,000,000 units at $0.15 per unit). Each unit includes one common share and one warrant exercisable at $0.25 for two years. Trading in Totec shares remains halted pending Exchange approval satisfaction.

Forward-Looking Information This release contains forward-looking information within the meaning of applicable Canadian securities legislation. Such information reflects management's current expectations and is subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially. Forward-looking information speaks only as of the date hereof and the Company disclaims any obligation to update it except as required by law.

Source: Accesswire wire syndication — view original