Usha Resources Announces Particulars of the “Due Bills” Trading with Respect to the Plan of Arrangement
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Usha Resources Announces Particulars of the “Due Bills” Trading with
Respect to the Plan of Arrangement
Vancouver, British Columbia / April 5, 2023 – Usha Resources Lt d. (“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 is pleased to
announce the particulars of the “Due Bills” trading with respect to the plan of arrangement.
Pursuant to special resolutions passed by the shareholders of t he Company on December 16, 2022, and
approval by the Supreme Court of British Columbia on January 6, 2023, the Company and Formation
Metals Inc. ( “Spinco”), a wholly-owned subsidiary of the Company intend to complete a plan of
arrangement under Part 9, Division 5 of the Business Corporatio ns Act (British Columbia) (the
“Arrangement”). The Arrangement is anticipated to be completed on April 25, 2023, and will result in the
spinout of the Company’s Nicobat Property to Spinco.
Pursuant to the Arrangement, as c onsideration for the transfer of the Nicobat Property, Company
shareholders, will receive for e very one Company share held, on e share of Spinco ( “Spinco Share” )
multiplied by a conversion factor of 0.2. The number of Company shares held by each shareholder will not
change as a result of the Arrangement.
For further information, refer t o the Company’s management info rmation circular dated November 15,
2022 and news releases dated March 30, 2023, March 15, 2023, March 2, 2023, February 28, 2023, January
10, 2023, December 21, 2022, November 29, 2022, November 17, 2022, October 13, 2022, May 11, 2022,
and February 9, 2022, which are available under the Company’s profile on SEDAR.
Notice of Distribution - Due Bill Trading
Distribution per Share: 0.2 of a Spinco Share for every one Com pany share
Payable Date: April 20, 2023
Record Date: April 12, 2023
Ex-Distribution Date: April 21, 2023
Due Bill Period: April 11, 2023 to April 20, 2023, inclusively
Due Bill Redemption Date: April 24, 2023
Trades that are executed during the Due Bill Period will be identified to ensure purchasers of the Company
shares receive the distribution.
No fractional shares of Spinco will be distributed to the share holders of the Company and, as a result, all
fractional amounts arising under the Arrangement will be rounde d down to the nearest whole number
without any compensation therefor.
Substitutional Listing
In accordance with the Arrangement, Company shareholders who pr eviously held one common share of
Usha (the “Old Usha Shares”) will be issued one new common share of Usha (“New Usha Shares”) on a
one for one basis.
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Accordingly, the New Usha Shares will be listed on the Exchange at the market opening on Tuesday, April
25, 2023.
Capitalization: Unlimited common shares with no par value of wh ich
4 7 , 0 8 7 , 3 9 4 c o m m o n s h a r e s a r e i s s u e d a n d o u t s t a n d i n g
Escrowed Shares: nil
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: USHA (UNCHANGED)
CUSIP Number: 91735H103 (NEW)
Delist
In conjunction with the closing of the Arrangement, the Old Ush a Shares will be delisted from the
Exchange. Accordingly, effective at the close of business on Monday, April 24, 2023, the Old Usha Shares
will be delisted.
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
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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 Spinco’s 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: 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 be ing realized or as anticipated, and each of Usha
and Spinco being unable to add additio nal properties to their respective portfolios. Accordingly, actual
and future events, conditions and results may differ materi ally from the estimates, beliefs, intentions and
expectations expressed or implied in the forward-looking information. Except as required under applicable
securities legislation, the Company does not undert ake 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.