Star Metro - Usha Resources and Totec Resources Provide Supplemental Disclosure for Qualifying Transaction

VANCOUVER, BC / ACCESS Newswire / January 9, 2026 / Totec Resources Ltd. ("Totec" or the "Company") (TSXV:TOTC.P), a capital pool company, and Usha Resources Ltd. ("Usha") (TSXV:USHA)(OTCQB:USHAF)(FSE:JO0), are pleased to provide supplemental disclosure, further to the news release dated October 24, 2025, respecting the proposed sale (the "Transaction") of Usha's interest in 1540359 B.C. Ltd. ("Subco") to Totec and, indirectly, Usha's sale of the 489 mineral claims constituting the White Willow Property (the "Property"), which covers approximately 10,220 hectares in the Thunder Bay Mining Division, approximately 170 kilometres west of Thunder Bay, to Totec. The Transaction will constitute the qualifying transaction of Totec, as such term is defined in the rules and policies of the TSX Venture Exchange (the "Exchange").

Pursuant to the Transaction, Totec will purchase all of the issued and outstanding securities of Subco held by Usha in consideration for the payment of $50,000 to Usha and the issuance of 5,500,000 common shares in the capital of Totec (the "Totec Shares") to Usha (on a post-2:1 consolidation basis) at a deemed price of $0.15 per Totec Share.

Non-Arm's Length Nature of Transaction

Deepak Varshney, CEO and a director of Totec, currently serves as the CEO and as a director of the Company and beneficially owns a total of 2,169,500 common shares of Usha, representing 2.4% of the issued and outstanding common shares of Usha. Also, Khalid Naeem, CFO of Totec, currently serves as CFO of Usha and holds no common shares of Usha. In this regard:

1. the Transaction will involve "Non-Arm's Length Parties" (as such term is defined in the rules and policies of the Exchange);

2. the Transaction will not be a "related party transaction" (as such term is defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions) or be subject to TSXV Policy 5.9 Protection of Minority Security Holders in Special Transactions as neither of Mr. Varshney nor Mr. Naeem, nor their Associates nor Affiliates, are Control Persons (as such terms are defined in the Exchange's policies) in both Totec and in relation to Subco or the Property;

3. the Transaction will not be considered a "Non-Arm's Length Qualifying Transaction" for Totec, as neither of Mr. Varshney nor Mr. Naeem, nor their Associates nor Affiliates, are Control Persons (as such terms are defined in the Exchange's policies) in both Totec and in relation to Subco or the Property; and

4. the Transaction will not be subject to disinterested shareholder approval of Usha or Totec.

Upsize to Concurrent Financing

Usha and Totec also announce that the size of the concurrent financing (the "Concurrent Financing") to be completed by Subco in connection with the Transaction has been increased from (i) up to 28,000,000 units of Subco (each, a "Unit") at a price of $0.15 per Unit, for gross proceeds of up to $4,200,000, to (ii) up to 30,000,000 Units at a price of $0.15 per Unit, for gross proceeds of up to $4,500,000. Each Unit will be comprised of one (1) common share of Subco (an "Investor Share") and one (1) common share purchase warrant of Subco that will entitle the holder thereof to acquire one additional Investor Share at an exercise price of $0.25 for a period of two (2) years from the date of issuance. No subscriptions under the Concurrent Offering will be accepted by Subco until the Transaction has been approved by the Exchange.

Additional Information

Trading in the Totec Shares has been halted, and will remain halted, pending the satisfaction of all applicable requirements of Policy 2.4 of the Exchange. There can be no assurance that trading of the Totec Shares will resume prior to the completion of the Qualifying Transaction.

About Totec Resources Ltd.

Totec is a Capital Pool Company within the meaning of TSXV Policy 2.4, has not commenced commercial operations, and has no assets other than cash.

For further information, please contact:

Deepak Varshney, CEO and Director
Telephone: 778‐899‐1780

Usha Resources Ltd.

Usha was incorporated under the Business Corporations Act (British Columbia) on February 26, 2018. Usha is a North American mineral acquisition and exploration company that focuses on the development of battery and precious metal properties.

Deepak Varshney, CEO and Director
Telephone: 778‐899‐1780

Forward Looking Statements:

The information provided in this press release regarding Usha has been provided to Totec by Usha and has not been independently verified by Totec.

The information provided in this press release regarding Totec has been provided to Usha and has not been independently verified by Totec.

Completion of the Transaction is subject to a number of conditions including but not limited to Exchange acceptance. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement (or other applicable disclosure document) to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions that all conditions to the closing of the Transaction will be satisfied and that the Transaction will be completed on the terms set forth in the definitive agreement governing the same. Although Totec and Usha consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward‐looking statements in this news release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward‐ looking statements. Such risk factors may include, among others, the risk that required approvals and the satisfaction of material conditions are not obtained in connection with the Transaction, the risk that the Transaction is not approved or completed on the terms set out in the Definitive Agreement or at all and that sufficient funds may not be raised pursuant to the Concurrent Financing. Although Totec and Usha believe that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward‐looking statements will prove to be correct. Except as required by law, Totec and Usha disclaim any intention and assume no obligation to update or revise any forward‐looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward‐looking statements or otherwise.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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.

SOURCE: Totec Resources Ltd.

View the original press release on ACCESS Newswire

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