Vancouver, British Columbia / April 5, 2023 – Usha Resources Ltd. (“USHA” or the “Company”) (TSXV: USHA) (OTCQB: USHAF) (FSE: JO0), a North American mineral acquisition and exploration company focused on the development of drill-ready battery and precious metal projects is pleased to announce the particulars of the “Due Bills” trading with respect to the plan of arrangement.
Pursuant to special resolutions passed by the shareholders of the Company on December 16, 2022, and approval by the Supreme Court of British Columbia on January 6, 2023, the Company and Formation Metals Inc. (“Spinco”), a wholly-owned subsidiary of the Company intend to complete a plan of arrangement under Part 9, Division 5 of the Business Corporations Act (British Columbia) (the “Arrangement”). The Arrangement is anticipated to be completed on April 25, 2023, and will result in the spinout of the Company’s Nicobat Property to Spinco.
Pursuant to the Arrangement, as consideration for the transfer of the Nicobat Property, Company shareholders, will receive for every one Company share held, one share of Spinco (“Spinco Share”) multiplied by a conversion factor of 0.2. The number of Company shares held by each shareholder will not change as a result of the Arrangement.
For further information, refer to the Company’s management information circular dated November 15, 2022 and news releases dated March 30, 2023, March 15, 2023, March 2, 2023, February 28, 2023, January 10, 2023, December 21, 2022, November 29, 2022, November 17, 2022, October 13, 2022, May 11, 2022, and February 9, 2022, which are available under the Company’s profile on SEDAR.
Notice of Distribution – Due Bill Trading
Distribution per Share: 0.2 of a Spinco Share for every one Company share
Payable Date: April 20, 2023
Record Date: April 12, 2023
Ex-Distribution Date: April 21, 2023
Due Bill Period: April 11, 2023 to April 20, 2023, inclusively
Due Bill Redemption Date: April 24, 2023
Trades that are executed during the Due Bill Period will be identified to ensure purchasers of the Company shares receive the distribution.
No fractional shares of Spinco will be distributed to the shareholders of the Company and, as a result, all fractional amounts arising under the Arrangement will be rounded down to the nearest whole number without any compensation therefor.
Substitutional Listing
In accordance with the Arrangement, Company shareholders who previously held one common share of Usha (the “Old Usha Shares”) will be issued one new common share of Usha (“New Usha Shares”) on a one for one basis.
Accordingly, the New Usha Shares will be listed on the Exchange at the market opening on Tuesday, April 25, 2023.
Capitalization: Unlimited common shares with no par value of which 47,087,394 common shares are issued and outstanding
Escrowed Shares: nil
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: USHA (UNCHANGED)
CUSIP Number: 91735H103 (NEW)
Delist
In conjunction with the closing of the Arrangement, the Old Usha Shares will be delisted from the Exchange. Accordingly, effective at the close of business on Monday, April 24, 2023, the Old Usha Shares will be delisted.
About Usha Resources Ltd.
Usha Resources Ltd. is a North American mineral acquisition and exploration company focused on the development of quality battery and precious metal properties that are drill-ready with high-upside and expansion potential. Based in Vancouver, BC, Usha’s portfolio of strategic properties provides target-rich diversification and consist of Jackpot Lake, a lithium project in Nevada; Nicobat, a nickel‑copper‑cobalt project in Ontario; and Lost Basin, a gold-copper project in Arizona. Usha trades on the TSX Venture Exchange under the symbol USHA, the OTCQB Exchange under the symbol USHAF and the Frankfurt Stock Exchange under the symbol JO0.
USHA RESOURCES LTD.
“Deepak Varshney” CEO and Director
For more information, please call Tyler Muir, Investor Relations, at 1-888-772-2452, email [email protected], or visit www.usharesources.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking statements This news release contains “forward-looking information” under applicable Canadian securities legislation. Such forward-looking information reflects management’s current beliefs and are based on a number of estimates and/or assumptions made by and information currently available to the Company that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Readers are cautioned that such forward-looking information are neither promises nor guarantees and are subject to known and unknown risks and uncertainties including, but not limited to, general business, economic, competitive, political and social uncertainties, uncertain and volatile equity and capital markets, lack of available capital, actual results of exploration activities, environmental risks, future prices of base and other metals, operating risks, accidents, labour issues, delays in obtaining governmental approvals and permits, and other risks in the mining industry.
These statements include proposed terms of the spinout transaction, proposed business plans for each of Usha and Spinco, the listing of Spinco’s Shares, the anticipated benefits of the transaction, and disclosure of additional details concerning the transaction. These statements reflect management’s current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Usha cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by many material factors, many of which are beyond their respective control. Such factors include, among other things: risks and uncertainties relating to the receipt of approvals to proceed with and complete the transaction and the satisfaction of the conditions precedent to the completion of the transaction, unexpected tax consequences, the market valuing Usha and Spinco in a manner not anticipated by management of the Company, the benefits of the spinout transaction not being realized or as anticipated, and each of Usha and Spinco being unable to add additional properties to their respective portfolios. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Company does not undertake to publicly update or revise forward-looking information.
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.
No Offer or Solicitation to Purchase Securities in the United States
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons, as such term is defined in Regulation S under the Securities Act (“Regulation S”), except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act.