Star Metro - Usha Resources Sells Projects to Molten Metals for 19.9% Stake, Extends Exclusivity for the Sale of the Jackpot Lake Project for Total Consideration of up to US$26,025,000

The Agreement aligns with Usha's strategy to streamline its portfolio and focus on its core assets, including its drill-ready Southern Arm copper project where it has a fully funded maiden drill program planned for FY2025. By optioning the Properties to Molt, Usha secures immediate and staged financial benefits while transferring exploration risk to a capable partner with expertise in lithium exploration.

Deepak Varshney, CEO of Usha Resources, commented: "We are very excited to partner with Molt to advance the Triangle and Gathering Lake properties. This strategic stake gives us significant upside and further fortifies our balance sheet."

This is the Company's second divestment of a non-core asset in the past 24 months. The first transaction was the divestment of the Nicobat nickel-copper project to Formation Metals Inc. (FOMO.CN) where the Company received 2 million shares and 2 million warrants with a strike of $0.20, the present value of which is ~C$1.14M.

Mr. Varshney continued: "We are very excited by the growth of Formation Metals over the past six months. We believe they have significant further upside and our goal in completing this transaction with Molt is to receive the same upside. With almost $2.6M in cash, cash equivalents and equities as of today, Usha is in a very strong position moving forward. We will continue to monetize our non-core assets while we sharpen our focus on our core copper assets."

To earn 100% interest in the Properties, within 10 days of receipt of approval from the Canadian Securities Exchange, Molt will:

• Make a cash payment of $5,000 and issue 1,306,250 common shares in the capital of Molt (the "MoltShares") to Usha; and

• issue 68,750 Molt Shares to the original owner of the Properties as per Usha's underlying acquisition agreement.

In accordance with the underlying acquisition agreement, Usha will also make a cash payment of $5,000 to the original owner of the Properties.

Stardust Power Transaction Update

The Company is also pleased to provide an update on the proposed sale announced on March 15, 2024 of an up to 90% interest in Usha's Jackpot Lake Lithium Brine Project ("Jackpot Lake" or the "Project") to Stardust Power, Inc. ("Stardust Power") for up to USD $26,025,000 in total consideration. The Company would retain a 2% Net Smelter Royalty ("NSR") under the announced Letter of Intent (the "LOI").

The Company and Stardust have continued to work through a comprehensive review of financial, legal, operational, and technical due diligence since April 2024. As the two parties are continuing to work through the transaction, the Company has extended its exclusivity period with respect to the transaction to June 30, 2025. The Company will provide further updates as the process progresses.

Usha remains committed to a seamless transition and will continue working closely with regulatory bodies, legal teams, and the buyer to meet all closing requirements. There are still a number of conditions to be met, including Stardust Power's satisfactory commercial and legal due diligence, the negotiation and execution of definitive agreements (the "Definitive Agreement") and the approval of the TSX Venture Exchange. The Company cautions that there is no guarantee that the Definitive Agreement will be completed or that the other conditions will be satisfied.

About Usha Resources Ltd.

Usha Resources Ltd. is a North American mineral acquisition and exploration company focused on the development of quality critical 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 includes Southern Arm, a copper-gold VMS project in Quebec, Jackpot Lake, a lithium brine project in Nevada and White Willow, a lithium pegmatite project in Ontario. 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.

For more information, please call 778-899-1780, 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 may include "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.

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.

SOURCE: Usha Resources Ltd.

View the original press release on ACCESS Newswire

S.Belanger--SMC