Star Metro - Usha Resources and Totec Resources Announce TSXV Conditional Acceptance and Filing of Filing Statement for Qualifying Transaction

VANCOUVER, BC / ACCESS Newswire / January 13, 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 an update with respect to 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, 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").

In connection with the Transaction, the Company has filed its filing statement dated January 12, 2026 (the "Filing Statement") under its profile on SEDAR+ at www.sedarplus.ca, which describes the Transaction and provides disclosure respecting the Company, Usha, Subco and the resulting issuer following the Transaction. The Company has also received conditional acceptance from the Exchange for the completion of the Transaction and anticipates completing the same on or around January 19, 2026.

Completion of the Transaction remains subject to a number of conditions including, but not limited to, receipt of all required regulatory approvals, including final Exchange acceptance, and satisfaction of other customary closing conditions.

For additional details regarding the Transaction, please see the Filing Statement and the Company's press releases dated January 9, 2026, October 24, 2025, and May 13, 2025, which are available under the Company's SEDAR+ profile at www.sedarplus.ca.

Consolidation

The Company also announces that, further to its news release of May 13, 2025, and subject to approval from the Exchange, it will effect the consolidation (the "Consolidation") of its common shares (the "Shares") on the basis of one (1) new common share for every two (2) old common shares on or about January 19, 2026.

The Shares will commence trading on the Exchange on a post-Consolidation basis when the Halt (defined herein) is lifted. As of the date hereof, there are 6,126,000 Shares issued and outstanding. On a post-Consolidation basis, the Company will have approximately 3,063,000 Shares issued and outstanding, subject to rounding. Of such Shares, a total of 1,350,000 will be escrowed pursuant to the CPC Escrow Agreement dated September 22, 2022 among the Company, Endeavour Trust Corporation and certain shareholders of the Company.

Pursuant to the Business Corporations Act (British Columbia) and the articles of the Company, shareholder approval of the Consolidation is not required, and the Consolidation was approved by way of resolution passed by the board of directors of the Company.

The Company's name and trading symbol will remain unchanged in connection with the Consolidation. The new ISIN and CUSIP of the Shares following the Consolidation will be CA89157M2040 and 89157M204, respectively. Following completion of the Transaction, the trading symbol of the Shares will be changed from "TOTC.P" to "TOTC".

No fractional Shares will be issued as a result of the Consolidation. Any fractional interest in Shares that is less than 0.5 of a Share resulting from the Consolidation will be rounded down to the nearest whole Share, and any fractional interest in Shares that is equal to or greater than 0.5 of a Share will be rounded up to the nearest whole Share. The Consolidation will affect all shareholders uniformly and will not alter any shareholders' relative interest in the Company's equity securities, except for any adjustments for fractional Shares. The exercise or conversion price of, and the number of Shares issuable under, any convertible securities of the Company will be proportionately adjusted upon the completion of the Consolidation.

Registered shareholders will receive a letter of transmittal from the Company's transfer agent, Endeavor Trust Corporation, providing instructions on how to exchange their share certificates representing pre-Consolidation Shares for new share certificates or Direct Registration Advice (DRS) representing post-Consolidation Shares to which they are entitled as a result of the Consolidation. No action is required by non-registered shareholders (shareholders who hold their Shares through an intermediary) to affect the Consolidation. The letter of transmittal will also be available on the Company's SEDAR+ profile at www.sedarplus.ca.

Additional Information

Trading in the common shares of Totec has been halted (the "Halt"), 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 common shares of Totec Shares 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 and Disclaimers

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. 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, 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, including completion of the Consolidation, will be satisfied. 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. 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 the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Totec Resources Ltd.

View the original press release on ACCESS Newswire

A.Bergeron--SMC