AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN Usha Resources Announces Change of the Share Distribution Record Date for the Spin-Out of Formation Metals Inc.
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NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
Usha Resources Announces Change of the Share Distribution Record Date
for the Spin-Out of Formation Metals Inc.
Vancouver, British Columbia / March 15, 2023 – Usha Resources L td. (“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 p recious metal projects, announces that,
further to its news release dated March 2, 2023, the Company has changed its share distribution record date
(the “Record Date”) from March 24, 2023 to April 12, 2023, with respect to the p lan of arrangement (the
“Arrangement”) among the Company, Formation Metals Inc. (“ Formation Metals” or “FMI”) and the
shareholders of the Company (the “USHA Shareholders”).
Under the terms of the Arrangement and upon completion of the share exchange prescribed by Article 3 of
the Arrangement, the USHA Shareholders of record at the close of business on the Record Date will receive
one (1) common share of FMI (each a “Formation Metals Share”) with respect to every five (5) common
shares of USHA (“ USHA Share”) held on the Record Date, wit h fractions rounded down to the nearest
whole number. For example, upon completion of the Arrangement, for each 10,000 common shares of
USHA owned on the Share Distribution Record Date, the USHA Shar eholder will own 2,000 common
shares of FMI. USHA common shares will be exchanged for new USH A common shares on a one-to-one
basis. USHA Shareholders will continue to own the same number of USHA common shares as they did on
the Record Date. The Formation Metals Shares will be issued to the USHA Shareholders on or around April
17, 2023 (the “Payment Date”).
The Arrangement is expected to become effective on the Record Date.
USHA Shareholders must hold their USHA common shares on the Rec ord Date in order to receive their
pro rata portion of the Formation Metals Shares being distributed pursuant to the Arrangement. By way of
this news release, the Company is also providing notice to its warrant holders and option holders with
respect to the Record Date. To receive Formation Metals Shares pursuant to the Arrangement, a person
must be a holder of USHA Shares as of the Record Date. If an o ption holder or a warrant holder does not
exercise his or her warrants or options on or before the Record Date, he or she will not receive Formation
Metals Shares and there will be no changes with respect to the number, terms and conditions of the issued
warrants and options of the Company.
FMI will then hold the Company’s interest in the Nicobat Nickel Project and will focus on the advancement
of this project, while USHA will retain and focus on the advancement of exploration projects in the lithium
space, including the Jackpot Lake Lithium Brine Project where t he Company is presently undertaking is
maiden drill program with a goal of defining a 43-101 resource. For updates on the drill program and its
recent land expansion, please see the Company’s news release da ted February 7, 2023 , February 16,
2023, February 21, 2023 and February 28, 2023.
USHA Shares will trade on a “due bill” basis until the close of trading on the Payment Date, i.e. the Due
Bill Trading Period. The details of the Due Bills Trading will be announced later by a separate news release.
Additional information regarding the terms of the Arrangement a re set out in the Company’s management
information circular dated November 15, 2022, and the news rele ases dated February 9, 2022, November
17, 2022, November 29, 2022, December 21, 2022, January 10, 202 3 and March 2, 2023, all of which are
available for viewing on the Company’s SEDAR profile at www.sedar.com.
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The Nicobat Nickel Property
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 1 5,000 metres of drilling, 220 drill holes
and numerous bulk samples that identified a non-compliant histo ric 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 b y 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.
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IR Agreement
The Company also announces the en gagement of Winning Media LLC (“Winning Media”) to provide
digital advertising services to the Company. Winning Media is b ased in Houston, Texas USA and its
principal is Ty Hoffer. Services to be provided by Winning Media include copywriting and design fees and
digital advertising. Winning Media has been paid US$150,000 in advance of the initiation of services, of
which amount US$75,000 is dedicated to media placement costs an d US$75,000 to services. Neither
Winning Media nor any of its principals currently own any interest, directly or indirectly, in the Company.
The Company utilized cash on hand to finance the payment to Winning Media. To date Winning Media has
produced a landing page and done some test marketing, however h as not commenced any advertising
programs.
Qualified person
The technical content of this ne ws release has been reviewed an d approved by Mr. Andrew Tims, P.Geo.,
a qualified person as defined by National Instrument 43-101.
About Usha Resources Ltd.
Usha Resources Ltd. is a North American mineral acquisition and exploration compan y focused on the
development of quality battery and precious metal properties th at are drill-ready with high-upside and
expansion potential. Based in Vancouver, BC, Usha’s portfolio o f 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 Ar izona. Usha trades on the TSX Venture
Exchange under the symbol USHA, the OTCQB Exchange under the sy mbol 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 Relation s, 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 "f orward-looking information" un der applicable Canadian securities
legislation. Such forward-looking information re flects 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. Read ers are cautioned that such forwar d-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 availabl e 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.
Suite #400 – 1681 Chestnut Street, Vancouver, BC V6J 4M6
www.usharesources.com
These statements include proposed t erms of the spinout transaction, proposed business plans for each of
Usha and FMI, the listing of FMI’s Shares, the anticipat ed benefits of the transaction, and disclosure of
additional details concerning the transaction. These st atements 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: determination of acceptable terms for the proposed spinout transaction, 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 FMI in a manner not anticipated by manageme nt of the Company, the benefits of the spinout
transaction not being realized or as anticipated, and each of Usha and FMI 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, intent ions and expectations express ed 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 expenditu res, and may not result in the discovery of mineral
deposits that can be mined profitably. Furthermo re, 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 fu ture 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 (“Re gulation S”), except pursuant to an exemption from
or in a transaction not subject to the registration requirements of the Securities Act.