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TSX.V: USHA | OTCQB: USHAF | FSE: JO0

Usha Resources Announces Intention to Spin Out Nicobat Nickel Property to Newly Formed Subsidiary

Vancouver,BritishColumbia/February9,2022UshaResourcesLtd.(“Usha”or the “Company”)(TSXV:USHA)(OTCQB:USHAF)is pleased to announce that its Board of Directors is currently evaluating a proposal for Usha to transfer the Company’s Nicobat Nickel property (the “Property”) located in Dobie Township, Northwest Ontario to a newly formed subsidiary (“SpinCo“) and subsequently spin out the shares of SpinCo (“SpinCoShares”) to Usha’s shareholders at a ratio yet to be determined (the “Transaction”). The Company will retain an interest in SpinCo.

DeepakVarshney,CEOstated:“Withnickelpricessoaring,weseethisastheperfectbackdroptounlockvalueforinvestorsbyspinningoutwhatwasonceourflagshippropertyintoaseparate,battery-metalsorientedpubliccompany.Wedon’tbelievethemarketisfullyvaluingthesumofourpartsandweseethisastheidealsolutiontoensureourprojectsgettheattentionandcommandthevaluationtheydeserve.SpinningouttheNicobatpropertywillallowUshatostreamlineitsfocuswhilealsoallowingshareholderstoparticipateinandbenefitfromthecreationofanewbattery-metalsfocusedexplorationcompany.WithshareholdersofUshareceivingsharesintheSpinCo,wefeelthatthecontemplatedtransactionwouldcreateacompellingnewdynamictoourinvestmentthesisasinvestorswouldstandtoownsharesintwopubliccompaniesthatareontwoclearpaths.”

The completion of the proposed Transaction and contemplated distribution of SpinCo Shares to Usha shareholders are subject to a number of conditions, including the completion of corporate, legal and tax structuring, completion of SpinCo financing, determination of final details of the transaction, the appointment of a Board and management team for SpinCo, required regulatory and shareholder approvals, and the subsequent listing of the SpinCo Shares on the TSX Venture Exchange.

There is no certainty that the Transaction will be completed on the terms proposed or at all. The Board of Usha may determine to not proceed with the Transaction should there be a change in market conditions or investor interest or should another opportunity arise that would similarly enhance value to Usha shareholders.

The Company will provide updates when further details of the proposed Transaction are determined.

AbouttheNicobatNickelProperty

The Nicobat Nickel Property is a nickel-copper-PGE project located in Dobie Township, Northwest Ontario 21 kilometres south of New Gold’s Rainy River Mine which hosts the Zone 34 nickel discovery.

Historic exploration work between 1952 and 1972 included over 15,000 metres of drilling, 220 drill holes and numerous bulk samples that identified a non-compliant historic resource of 5.3 Mt grading 0.24% Ni that contained a high-grade zone of approximately 225,000 tons grading 0.87% Ni.

Recent exploration work includes over 4,000 metres of drilling that has confirmed high-grade nickel-copper shoots do exist and are considerably better than previously recorded in the historical drilling, with drillhole A-04-15 intersecting from surface to approximately 63.75 metres a weighted average of 1.05% nickel and 2.18% copper that included an approximately 9.8-metre interval of 1.92% Ni from 53.95 to 63.75 metres.

The targeted feeder conduit measures approximately 305 metres by an average of 60 metres in width to a depth of 245 metres that is potentially open at depth and down-plunge to the north and is composed of cumulate textured olivine gabbro. This magma conduit sits in a larger norite body at the base of the Dobie Gabbro. The historical assessment data records high-grade “ribs”, one of which includes the zone described above. Future work will, therefore, focus on making the historic resource compliant current and expanding on the work completed to assess for other high-grade “ribs” and the potential high-grade feeder zone as shown in the model below.

Qualifiedperson

The technical content of this news release has been reviewed and approved by Mr. Andrew Tims, P.Geo., a qualified person as defined by National Instrument 43-101.

AboutUshaResourcesLtd.

Usha Resources Ltd. is a Canadian mineral acquisition and exploration company based in Vancouver, BC, Canada. Usha is exploring for commercially exploitable mineral deposits and is currently focused on deposits located in Northwest Ontario, Canada and the Lost Basin Gold Mining District in Mohave County, Arizona, U.S.A. Usha increases shareholder value through the acquisition and exploration of quality precious and base metal properties and the application of advanced state-of-the-art exploration methods. Usha’s portfolio of strategic properties provides diversification and mitigates investment risk.

We seek Safe Harbor.

USHARESOURCESLTD.

“Deepak Varshney” CEO and Director

For more information, please call 778-899-1780, email info@usharesources.com, or visit www.usharesources.com.

NeitherTSXVentureExchangenoritsRegulationServicesProvider(asthattermisdefinedinpoliciesoftheTSXVentureExchange)acceptsresponsibilityfortheadequacyoraccuracyofthisrelease.

Forward-lookingstatements:

Thisnewsreleasemayinclude“forward-lookinginformation”underapplicableCanadiansecuritieslegislation.Suchforward-lookinginformationreflectsmanagement’scurrentbeliefsandarebasedonanumberofestimatesand/orassumptionsmadebyandinformationcurrentlyavailabletotheCompanythat,whileconsideredreasonable,aresubjecttoknownandunknownrisks,uncertainties,andotherfactorsthatmaycausetheactualresultsandfutureeventstodiffermateriallyfromthoseexpressedorimpliedbysuchforward-lookinginformation.Readersarecautionedthatsuchforward-lookinginformationareneitherpromisesnorguaranteesandaresubjecttoknownandunknownrisksanduncertaintiesincluding,butnotlimitedto,generalbusiness,economic,competitive,politicalandsocialuncertainties,uncertainandvolatileequityandcapitalmarkets,lackofavailablecapital,actualresultsofexplorationactivities,environmentalrisks,futurepricesofbaseandothermetals,operatingrisks,accidents,labourissues,delaysinobtaininggovernmentalapprovalsandpermits,andotherrisksintheminingindustry.

Thesestatementsincludeproposedtermsofthespinouttransaction,proposedbusinessplansforeachofUshaandSpinCo,thelistingoftheSpinCoShares,theanticipatedbenefitsofthetransaction,anddisclosureofadditionaldetailsconcerningthetransaction.Thesestatementsreflectmanagement’scurrentestimates,beliefs,intentionsandexpectations.Theyarenotguaranteesoffutureperformance.Ushacautionsthatallforward-lookingstatementsareinherentlyuncertainandthatactualperformancemaybeaffectedbymanymaterialfactors,manyofwhicharebeyondtheirrespectivecontrol.Suchfactorsinclude,amongotherthings:determinationofacceptabletermsfortheproposedspinouttransaction,risksanduncertaintiesrelatingtothereceiptofapprovalstoproceedwithandcompletethetransactionandthesatisfactionoftheconditionsprecedenttothecompletionofthetransaction,unexpectedtaxconsequences,themarketvaluingUshaandSpinCoinamannernotanticipatedbymanagementoftheCompany,thebenefitsofthespinouttransactionnotbeingrealizedorasanticipated,andeachofUshaandSpinCobeingunabletoaddadditionalpropertiestotheirrespectiveportfolios.Accordingly,actualandfutureevents,conditionsandresultsmaydiffermateriallyfromtheestimates,beliefs,intentionsandexpectationsexpressedorimpliedintheforward-lookinginformation.Exceptasrequiredunderapplicablesecuritieslegislation,theCompanydoesnotundertaketopubliclyupdateorreviseforward-lookinginformation.

The Company is presently an exploration stage company. Exploration is highly speculative in nature, involves many risks, requires substantial expenditures, and may not result in the discovery of mineral deposits that can be mined profitably. Furthermore, the Company currently has no reserves on any of its properties. As a result, there can be no assurance that such forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

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