USHA Resources Ltd. and Totec Resources Ltd. Announce Strategic Partnership via Letter of Intent FOR White Willow Property Qualifying Transaction
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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES
USHA RESOURCES LTD. AND TOTEC RESOURCES LTD. ANNOUNCE STRATEGIC PARTNERSHIP VIA
LETTER OF INTENT FOR WHITE WILLOW PROPERTY QUALIFYING TRANSACTION
FOR IMMEDIATE RELEASE
Vancouver, British Columbia – May 13, 2025 – Totec Resources Lt d. ("Totec") (TSXV: TOTC.P), a capital
pool company, and Usha Resources Ltd. (" Usha") (TSXV: USHA) (OTCQB: USHAF) (FSE: JO0), are pleased
to jointly announce that they have entered into a non‐binding l etter of intent (the " LOI") dated May 13,
2025. Pursuant to the LOI, Totec proposes to acquire (the “Transaction” ) f r o m U s h a a n o p t i o n ( t h e
“Assigned Option Interest”) to acquire a 100% interest in 240 claims (the “Acquired Property”) currently
forming part of Usha’s White Willow Pegmatite Property (the “ White Willow Property ”), located in the
Thunder Bay Mining Division near Atikokan, Ontario.
As currently contemplated, the Transaction will be structured as follows: (i) Usha will assign the Assigned
Option Interest to a newly incorporated, wholly‐owned subsidiary of Usha (“Usha SubCo”); and (ii) Totec
will then acquire all of the issued and outstanding shares of U sha SubCo. The Transaction is intended to
constitute Totec's qualifying transaction (the “Qualifying Transaction”), as defined in Policy 2.4 of the TSX
Venture Exchange (the "Exchange"). For Usha, the Transaction represents a strategic step to fo cus on its
other core assets, while retaining exposure to the Acquired Property through an equity interest in Totec.
Usha’s Interest in the White Willow Property
Usha’s White Willow Property consists of 469 mineral claims opt ioned on March 15, 2023. The White
Willow Property covers approximately 9,978 hectares in the Thunder Bay Mining Division, approximately
170 kilometres west of Thunder Ba y. To date, Usha has incurred approximately $454,000 in exploration
expenditures on the Property, including several rounds of prospecting, mapping and other grassroots
fieldwork in preparation for a maiden drill program.
The White Willow Property is subject to an underlying option agreement requiring cash payments totaling
$220,000 and the issuance of 3,600,000 common shares of Usha. P ayments made to date include
$120,000 and the issuance of 2,600,000 common shares of Usha. The White Willow Property is also
subject to net smelter return royalties (“ NSR”) of 3.0%, 1.5% to each of 2758145 Ontario Ltd. and Grid
Metals Corp. Two‐thirds of the NSR may be purchased from 275814 5 Ontario Ltd. and Grid Metals Corp.
at any time for consideration of $1,250,000 and $1,000,000, respectively.
In connection with the Transaction, Usha will commission an ind ependent technical report on the
Acquired Property prepared in accordance with National Instrument 43‐101 – Standards of Disclosure for
Mineral Projects. The costs associated with this r e p o r t s h a l l b e b o r n e b y T o t e c. Completion of the
Technical Report is a condition precedent to closing.
Overview of the Proposed Transaction
The LOI contemplates that Usha will first transfer the Assigned Option Interest to Usha SubCo, a wholly‐
owned subsidiary governed under the laws of British Columbia. T otec will then acquire all of the issued
and outstanding shares of Usha SubCo, thereby indirectly acquir ing the Assigned Option Interest in the
Acquired Property. The final structure and form of the Transact ion remains subject to satisfactory tax,
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corporate and securities law advice for both the Company and Us ha and will be set forth in a definitive
agreement (the "Definitive Agreement") to be entered into among the parties, which will replace the LOI.
It is anticipated that, prior to completion of the Transaction, Totec will complete a consolidation of its
share capital (the “Consolidation”), whereby every two (2) common shares will be consolidated in to one
(1) common share (each, a “Common Share”).
The consideration for the acquisition of Usha SubCo will be sat isfied through the issuance by Totec to
Usha of 5,750,000 Common Shares (on a Post‐Consolidation basis) at a deemed price of $0.075 per share
(the “Consideration Shares”), representing an aggregate deemed value of $431,250.
Additionally, Totec will agree to make an aggregate $100,000 cash payment due to the underlying
optionor (the “Underlying Optionor”) of the White Willow Property by March 2026, an obligation wh ich
would otherwise be Usha's. Usha will remain responsible for an aggregate 1,000,000 Usha common share
issuance to the Underlying Optionor due by March 2026.
Closing of the Transaction is subject to a number of conditions including but not limited to satisfactory
due diligence investigations, the negotiation and execution of the Definitive Agreement, receipt of all
required shareholder, regulatory and third‐party approvals and consents, including that of the Exchange
and the Underlying Optionor, satisfactory completion by Totec of the Concurrent Financing (defined
below), and satisfaction of other customary closing conditions. The Transaction cannot close until the
required approvals are obtained. There can be no assurance that the Transaction will be completed as
proposed or at all.
No finders fees will be payable in connection with the Transaction.
Additional information concerning the Transaction, including fi nancial information respecting the
Acquired Property, will be provided in a subsequent news release.
Non‐Arm’s Length Qualifying Transaction and Shareholder Approval
Mr. Deepak Varshney, the Chief Executive Officer of both Totec and Usha, is a common director and officer
of the two companies. As such, the Transaction constitutes a "N on‐Arm’s Length Qualifying Transaction"
under Exchange Policy 2.4. Consequently, Majority of the Minority Approval (as defined in Exchange policy
2.4) will be required. Totec intends to seek such approval either through a special meeting of shareholders
or via written consent from shareholders holding more than 50% of the Company’s issued and outstanding
shares, excluding any shares beneficially owned or controlled by Mr. Varshney and any other person
required to be excluded by the policies of the Exchange.
Similarly, Usha will obtain approval for the transaction from s hareholders holding more than 50% of its
issued and outstanding shares, excluding shares held by common directors and officers and any other
person required to be excluded by the policies of the Exchange. The independent directors of each of
Totec and Usha have determined the proposed terms of the Transaction to be fair and reasonable.
Notwithstanding is characterization as a “Non‐Arm’s Length Qualifying Transaction" under Exchange
Policy 2.4, the Transaction is not expected to constitute a “Re lated Party Transaction” under MI 61‐101
Protection of Minority Security Holders in Special Transactions.
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Concurrent Financing
Prior to or concurrent with completion of the Transaction, Tote c will complete a non‐brokered private
placement (the " Concurrent Financing ") of up to 20,000,000 units of Totec (each, a " Unit") on a Post‐
Consolidation basis at a price of $0.075 per Unit, for aggregat e gross proceeds of up to $1,500,000. Each
Unit will be comprised of one (Post‐Consolidation) Common Share and one (Post‐Consolidation) Common
Share purchase warrant (a "Warrant" ) . E a c h W a r r a n t w i l l e n t i t l e t h e h o l d e r t h e r e o f t o a c q u i r e o n e
additional Post‐Consolidation Common Share at an exercise price of $0.20 for a period of three (3) years
from the date of issuance. The proceeds from the Concurrent Fin ancing are expected to be used to fund
the costs associated with completing the Transaction, carrying out the phase 1 exploration program on
the Acquired Property (as will be recommended in the Technical Report), the $100,000 option payment
due by March 2026, and for general working capital, as will be set out in more detail in the Form 3B2 Filing
Statement or Form 3B1 information circular to be filed on SEDAR+ in connection with the Transaction.
The pricing of the Concurrent Financing at $0.075 per Unit has been determined based on current market
conditions and arm's length negot iations with potential investo rs and has been reviewed and approved
by the independent directors of each of Totec and Usha.
Subject to Exchange approval, Totec may pay commissions on proceeds raised under the Concurrent
Financing commensurate with industry norms. No finders fees will be payable in connection with the
Transaction itself. All securiti es issued in connection with th e Concurrent Financing will be subject to a
statutory hold period of four months and one day from the date of issuance.
Resulting Issuer
Upon completion of the Transaction, and assuming the full subsc ription of the Concurrent Financing on
the terms described above, the resulting issuer (the “ Resulting Issuer”) will have 28,813,000 Common
Shares issued and outstanding. The anticipated share ownership of the Resulting Issuer will be
approximately as follows:
Group of Shareholders
Number of Common Shares
Held
Ownership Percentage of
Resulting Issuer
Existing Totec shareholders 3,063,000 10.63%
Participants in the
Concurrent Financing 20,000,000 69.41%
Usha 5,750,000 19.96%
Total 28,813,000 100.0%
The Resulting Issuer will be engaged in the business of mineral exploration and the development of the
Acquired Property. Upon completion of the Transaction, subject to receipt of all requisite approvals, it is
anticipated that the Resulting Issuer will be listed on the Exchange as a Tier 2 ‐ Mining issuer.
Upon completion of the Transaction, Totec’s board of directors and officers will remain in their current
roles. Totec’s current officers are Deepak Varshney, CEO, and K halid Naeem, CFO, and Totec’s board is
currently comprised of Deepak Varshney, Andres Abogado, James Walker, and Paul McGuigan. Biographic
information respecting each of these individuals is provided below:
Deepak Varshney – Chief Executive Officer and Director
Deepak Varshney brings a wealth of experience in mineral exploration and corporate leadership. As a
professional geologist with over a decade of experience, Mr. Varshney has demonstrated a keen ability to
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identify and develop high‐potential mineral assets. Mr. Varshney’s expertise spans across various roles in
the mining sector. He currently serves as part of the leadership of multiple resource companies, including
Doubleview Gold Corp., showcasing his capacity to manage and dr ive growth across multiple ventures
simultaneously. With an educational background from Simon Frase r University, Mr. Varshney combines
academic knowledge with practica l industry experience. Mr. Vars hney has been instrumental in raising
over $40 million in the last three years and is part of the Varshney Family Office, known for their successful
ventures in the mining and real estate industries, which has su ccessfully founded and funded projects
worth over $100 million over the past three decades.
Khalid Naeem – Chief Financial Officer
Khalid Naeem brings over 18 years of financial expertise to his role as CFO. His extensive experience as a
Canadian Chartered Professional Accountant has provided him with a deep understanding of financial
management, tax compliance, mergers & acquisitions, risk management, and financial reporting. Mr.
Naeem’s career in the resource sector is marked by his ability to navigate the complex financial landscapes
o f e x p l o r a t i o n a n d m i n i n g c o m p a n i e s . H i s c u r r e n t p o r t f o l i o i n c ludes serving as CFO for several public
issuers, including Usha Resources Ltd., Xander Resources Inc., and Formation Resources Inc. This multi‐
company experience demonstrates his capacity to manage diverse financial challenges and opportunities
within the mining industry. Prior to joining the public company sector, Mr. Naeem held several positions
of progressively increasing seniority at the Canada Revenue Agency (CRA).
Andres Abogado – Director
Andres Abogado is a lawyer in Mexico and Canada. He holds an LLB in Mexican Law, an NCA issued by the
Federation of Law Societies of Canada, and a Masters of Law from the University of British Columbia, with
specialization in international and immigration law. He has 12 years’ experience as counsel both in Mexico
and Canada. He advises junior mining companies and Canadian companies with legal needs in Mexico and
Latin America, including regulatory compliance, permits, comple x corporate structures and agreements.
Mr. Abogado has also acted as counsel on a wide variety of matters, such as contract and settlement
advice, immigration applications, regulatory compliance and com plex settlement agreements in México,
Spain and Latin American countries. He has also acted as counse l for individuals both in the Provincial
Court and the Supreme Court of British Columbia in the applicat ion and interpretation of international
treaties and he has prevented extraditions to Spanish speaking countries. Mr. Abogado is a member of
the Law Society of British Columbia, the Vancouver Bar Associat ion, the Canadian Bar Association, the
British Columbia Arbitration and Mediation Institute and he has been appointed by the Mexican
government as external counsel for the Mexican Consulate in Vancouver.
James Walker – Director
James Walker has extensive experience in engineering and project management; particularly within
mining engineering, mechanical engineering, construction, manuf acturing, engineering design,
infrastructure, safety management, and nuclear engineering. He is also the CEO and President and
Director of Ares Strategic Mining and a Director of Bayhorse Si lver Inc. and Xander Resources Inc. Mr.
W a l k e r ’ s p r o f e s s i o n a l e x p e r i e n c e i n c l u d e s d e s i g n i n g n u c l e a r r e actors, submarines, chemical plants,
factories, mine processing facilit ies, infrastructure, automoti ve machinery, and testing rigs. Mr. Walker
holds degrees in Mechanical Engineering, Mining Engineering, an d Nuclear Engineering, as well as
qualifications in Project Management and Accountancy, and is a Chartered Engineer with the IMechE, and
registered as a Project Manager Professional with the Association for Project Management.
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Paul McGuigan – Director
Paul McGuigan is a Professional Geoscientist registered with th e Association of Engineers and
Geoscientists of British Columbia, with 45 years of international experience in mineral exploration, deposit
evaluation, mine operations, and corporate governance. As a geochemical researcher, he developed
mineral separation techniques commonly employed in exploration and heavy mineral sands mapping.
First employed by Resource Associates of Alaska, Pechiney Ugine Kuhlmann, and Esso Minerals Canada,
he operated in Canada and the USA. For the last 34 years, Mr. McGuigan has managed the Cambria group
of consulting companies in North and South America, Europe, Africa, the Middle East, and the SW Pacific.
In civic service, he has served as a member of the Consulting Practice and the Geoscience Committees of
the Engineers and Geoscientists of BC, as a director of the BC Neurological Centre, and, lately, as past‐
president / director of the BC Centre for Ability Foundation.
Sponsorship
The Transaction is subject to the sponsorship requirements of t he Exchange unless an exemption from
those requirements is granted. Totec intends to apply for an ex emption from the sponsorship
requirements; however, there can be no assurance that an exempt ion will be obtained. If an exemption
from the sponsorship requirements is not obtained, a sponsor wil l b e i d e n t i f i e d a t a l a t e r d a t e . A n
agreement to act as sponsor in respect of the Transaction should not be construed as any assurance with
respect to the merits of the Transaction or the likelihood of its completion.
Filing Statement
In connection with the Transaction and pursuant to the requirem ents of the Exchange, Totec intends to
file a Form 3B2 Filing Statement or Form 3B1 information circular on its issuer profile on SEDAR+
(www.sedarplus.ca), which will include comprehensive information regarding the Transaction and the
Resulting Issuer.
Additional Information
Trading in the common shares of Totec has been halted, and will remain halted, pending the satisfaction
of all applicable requirements of Policy 2.4 of the Exchange. T here can be no assurance that trading of
common shares of Totec will resume prior to the completion of t he Transaction. Further details
concerning the Transaction (including additional information re garding Usha) and other matters will be
announced when a Definitive Agreement is reached.
The securities referred to in this news release have not been, nor will they be, registered under the United
States Securities Act of 1933, a s amended, and may not be offer ed or sold within the United States or to,
or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the
U.S. registration requirements. This news release does not cons titute an offer for sale of securities, nor a
solicitation for offers to buy any securities.
About Totec Resources Ltd.
Totec is a Capital Pool Company within the meaning of TSXV Poli cy 2.4, has not commenced commercial
operations, and has no assets other than cash.
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For further information, please contact:
Deepak Varshney, CEO and Director
Telephone: 778‐899‐1780
Forward Looking Statements:
The information provided in this press release regarding Usha has been provided to Totec by Usha and has
not been independently verified by Totec.
The information provided in this press release regarding Totec has been provided to Usha and has not been
independently verified by Totec.
Completion of the Transaction is subject to a number of conditi ons including but not limited to Exchange
acceptance, and if applicable pursuant to Exchange policies, majority of the minority shareholder approval.
Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There
can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, ex cept as disclosed in the manage ment information circular or filing
statement to be prepared in connection with the Transaction, an y information released or received with
respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the
securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved
nor disapproved the contents of this press release.
The information in this news release includes certain informati on and statements about management's
view of future events, expectations, plans and prospects that constitute forward looking statements. These
statements are based upon assumptions that are subject to signi ficant risks and uncertainties, including
assumptions that all conditions to the closing of the Transaction will be satisfied and that the Transaction
will be completed on the terms set forth in the LOI. Although T otec and Usha consider these assumptions
to be reasonable based on information currently available to th em, they may prove to be incorrect, and
the forward‐looking statements in this news release are subject to numerous risks, uncertainties and other
factors that may cause future results to differ materially from those expressed or implied in such forward‐
looking statements. Such risk factors may include, among others, the risk that required approvals and the
satisfaction of material conditions are not obtained in connect ion with the Transaction, the risk that the
Transaction is not approved or completed on the terms set out i n the LOI or Definitive Agreement (which
has not or may not be entered into between Totec and Usha) or at all and that sufficient funds may not be
raised pursuant to the Concurrent Financing. Although Totec and Usha believe that the expectations
reflected in forward looking statements are reasonable, they can give no assurances that the expectations
of any forward‐looking statements will prove to be correct. Exc ept as required by law, Totec and Usha
disclaim any intention and assume no obligation to update or re vise any forward‐looking statements to
reflect actual results, whether as a result of new information, future events, changes in assumptions,
changes in factors affecting such forward‐looking statements or otherwise.
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.