Usha Resources Announces Creation of Formation Metals Spinout through Signing of Arrangement Agreement
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News Release
Usha Resources Announces Creation of Formation Metals Spinout
through Signing of Arrangement Agreement
VANCOUVER, BC / ACCESSWIRE / May 11, 2022 / Usha Resources Ltd. ( " U S H A " o r t h e
"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 unanimous Board of Director approval and support for its previously announced spin-
out transaction (the “Spinout”) and that the Company has now entered into an arrangement agreement (the
“Arrangement”) with its wholly-owned subsidiary, Formation Metals Corporation (“Formation Metals”
or “FMC”), to transfer the Nicobat Nickel-Copper-Cobalt property to FMC.
Under the terms of the Arrangement dated May 10, 2022, USHA shareholders will be issued one (1) share
of FMC with respect to every five (5) shares of USHA owned on t he share distribution record date (the
“Share Distribution Record Date” ), which will be predetermined by USHA’s Board of Directors and
announced by a news release -in advance. Holders of USHA optio ns and warrants, who exercise their
options and/or warrants before the Share Distribution Record Da te, will also be entitled to receive one (1)
share of FMC with respect to every five (5) shares of USHA.
Upon completion of the Arrangement, USHA shareholders will ulti mately own shares in two public
companies:
USHA, which will be focused on its US-based assets, including t he Jackpot Lake lithium brine
project.
Formation Metals, which will be focused on nickel at the Nicobat project.
Deepak Varshney, CEO of Usha Resources stated: “Form ation Metals was conceived with the idea of
expanding our investor base while creating additional shareholder value. This move will provide our
investors with an ownership stake in two separate companies, while allowing each entity to pursue separate
growth paths and unlock additional opportunities spec ific to their market. Both USHA and FMC will be
better positioned to execute on their respective strategic business plans and have the required flexibility to
allocate resources and deploy capital as each see fit. At the end of the day, I want to capitalize on the
exciting opportunities we have in motion while building sustainable value for our long-term, big picture
shareholders in both USHA and Formation Metals.”
Completion of the Arrangement is subject to a number of conditions, including the following:
the approval by the shareholders of USHA at a special general meeting (the “Meeting”);
the approval of the Supreme Court of British Columbia; and
the acceptance of the Arrangement by the TSX Venture Exchange.
The Arrangement cannot be completed until all the above conditions are met.
A copy of the Arrangement will be posted on www.sedar.com under the profile of the Company. Additional
details regarding the Arrangement will be included in the information circular of the Company, which will
be mailed to the shareholders of USHA prior to the Meeting.
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About 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.
Qualified person
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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 (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.
These statements include proposed t erms of the spinout transaction, proposed business plans for each of
Usha and FMC, the listing of FMC’s Shares, the anticipated 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 FMC in a manner not anticipated by manageme nt of the Company, the benefits of the spinout
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transaction not being realized or as anticipated, and each of Usha and FMC 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.