Usha Resources Announces Intention to Spin Out Nicobat Nickel Property to Newly Formed Subsidiary
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News Release
Usha Resources Announces Intention to Spin Out Nicobat Nickel Property to Newly Formed
Subsidiary
Vancouver, British Columbia / February 9, 2022 – Usha Resources Ltd. (“Usha” or the “Company”)
(TSXV: USHA) (OTCQB: USHAF) is pleased to announce that its Board of Directors is currently
evaluating a proposal for Usha to transfer the Company's Nicobat Nickel property (the “Property”) located
in Dobie Township, Northwest Ontario to a newly formed subsidia ry ("SpinCo") and subsequently spin
out the shares of SpinCo (“ SpinCo Shares”) to Usha’s shareholders at a ra tio yet to be determined (the
“Transaction”). The Company will retain an interest in SpinCo.
Deepak Varshney, CEO stated: "With nickel prices soar ing, we see this as the perfect backdrop to unlock
value for investors by spinning out what was once our flagship property into a separate, battery-metals
oriented public company. We don't believe the market is fully valuing the sum of our parts and we see this
as the ideal solution to ensure our projects get the attention an d command the valuation they deserve.
Spinning out the Nicobat property will allow Usha to streamline its focus while also allowing shareholders
to participate in and benefit from the creation of a new battery-metals focused exploration company. With
shareholders of Usha receiving shares in the SpinCo, we feel that the contem plated transaction would
create a compelling new dynamic to our investment th esis as investors would stand to own shares in two
public companies that are on two clear paths."
The completion of the proposed Transaction and contemplated dis tribution of SpinCo Shares to Usha
shareholders are subject to a number of conditions, including t he completion of corporate, legal and tax
structuring, completion of SpinCo financing, determination of f inal details of the transaction, the
appointment of a Board and management team for SpinCo, required regulatory and shareholder approvals,
and the subsequent listing of the SpinCo Shares on the TSX Venture Exchange.
There is no certainty that the Transaction will be completed on the terms proposed or at all. The Board of
Usha may determine to not proceed with the Transaction should there be a change in market conditions or
investor interest or should another opportunity arise that woul d similarly enhance value to Usha
shareholders.
The Company will provide updates when further details of the proposed Transaction are determined.
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
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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
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 Canadian mineral acquisition and exploration company based in Vancouver, BC,
Canada. Usha is exploring for commercially exploitable mineral deposits and is currently focused on
deposits located in Northwest Ontario, Canada and the Lost Basin Gold Mining District in Mohave County,
Arizona, U.S.A. Usha increases shareholder value through the ac quisition and exploration of quality
precious and base metal properties and the application of advan ced state-of-the-art exploration methods.
Usha's portfolio of strategic properties provides diversification and mitigates investment risk.
We seek Safe Harbor.
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USHA RESOURCES LTD.
“Deepak Varshney” CEO and Director
For more information, pl ease 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 in formation" under 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 SpinCo, the listing of the SpinCo Shares, the anticipated benefits of the transaction, and
disclosure of additional details concerning the transaction. These statements 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 te rms 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 SpinCo in a manner not anticipated by management of the Company, the
benefits of the spinout transaction not being realized or as anticipated, and each of Usha and SpinCo being
unable to add additional properties to their respective portfolios. Accordingly, actual and future events,
conditions and results may differ materially from th e estimates, beliefs, intentions and expectations
expressed or implied in the forward-looking info rmation. 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.