Usha Resources Non-Brokered Private Placement of Convertible Debentures

The debentures feature a one-year term and are convertible into common shares at $0.05 per share. Interest payments may be paid in shares subject to TSX Venture Exchange approval, otherwise paid in cash.

The Company included a mandatory conversion right triggered if it announces a qualifying business transaction (target company valued at $10 million-plus) and the stock's 15-day weighted average price exceeds $0.10. The Company may force conversion of all but not less than all of the principal of the then outstanding Debentures at the Conversion Price with 10 days' notice or public announcement.

Usha paid $500 in finder's fees and will use proceeds for general working capital. The securities carry a four-month, one-day hold period expiring April 12, 2026, and remain subject to Exchange final approval.

The Vancouver-based company explores critical metal properties including Southern Arm (copper-gold in Quebec), Jackpot Lake (lithium brine in Nevada), and White Willow (lithium pegmatite in Ontario).