USHA Resources Ltd. Completes Qualifying Transaction and Concurrent Financing FOR $472,065
USHA RESOURCES LTD.
1575 Kamloops Street
Vancouver, BC V5K 3W1
NEWS RELEASE
December 9, 2019 SYMBOL – USHA
USHA RESOURCES LTD. COMPLETES QUALIFYING TRANSACTION AND CONCURRENT
FINANCING FOR $472,065
Usha Resources Ltd. (the “ Company”) is pleased to announce that it completed its Qualifying
Transaction on December 6, 2019 resulting in the acquisition of a direct 51% legal and
beneficial interest in the Nicobat Project in Northwest Ontario from Emerald Lake Development
Corporation (“ Emerald Lake ”). As consideration for the acquisition, the Company issued a n
aggregate of 1,500,000 common shares to Emerald Lake at a deeme d price of $0.10 per
common share for aggregate consideration of $150,000. In addit ion, the Company has agreed
to pay Emerald Lake a 2% Net Smelter Returns royalty (“ NSR”) upon commencement of
commercial production. A third party company that holds a 15% interest in the Nicobat Project
has also agreed to pay Emerald Lake a 2% NSR on the Nicobat Pro ject. The Company and the
third party company may buy back up to 1.5% of the NSR from Eme rald Lake, on a pari passu
basis, by paying $2,000,000 to the Emerald Lake at any time.
The Company expects to resume trading under the symbol “USHA” on December 11, 2019.
Concurrent Financing
The Company is also pleased to announce that it has completed i ts non-brokered private
placement of 4,527,000 units (the “ Private Placement”), consisting of 1,200,000 flow-through
units (“FT Units”) at a price of $0.13 per FT Unit and 3,327,000 non-flow throu gh units (“Units”)
at a price of $0.095 per Unit (the FT Units and the Units, coll ectively the “ Private Placement
Units”).
Each FT Unit consists of one flow-through share in the capital of the Company and one
common share purchase warrant (a “ Warrant”) with each Warrant exercisable to purchase one
common share in the capital of The Company (a “ Share”) at a price of $0.26 and expiring 24
months from the date of issuance. Each Unit consists of one Sh are and one Warrant, with each
Warrant exercisable to purchase a Share at a price of $0.19 and expiring 24 months from the
date of issuance.
The proceeds from the flow-through portion of Private Placement will be used for Canadian
exploration expenses that will qualify as flow-through mining e xpenditures, as defined in the
Income Tax Act (Canada).
Net proceeds from the non flow-through portion of the Private P lacement will be utilized to fund
the Company’s business, as further described in the Company’s F iling Statement dated
September 30, 2019 and filed on the Company’s SEDAR profile. T he Company paid a cash
finder’s fee in the amount of $875 to an arm’s length finder in connection with the Private
Placement.
Two “related parties” to the Company (as defined in Multilatera l Instrument 61-101 Protection of
Minority Security Holders in Special Transactions ( “MI 61-101 ”)) participated in Private
Placement, subscribing for 527,700 Private Placement Units for net proceeds to the Company
of $57,131.50 and representing approximately 11.66% of the fund s raised. Participation by
such related parties in the Private Placement constitutes a rel ated party transaction as defined
under MI 61-101. However, as neither the fair market value of the Private Placement Units
acquired by the related parties, nor the consideration for the Private Placement Units paid by
such related parties, exceeds 25% of the Company’s market capit alization, the issuance of
securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101
pursuant to Subsection 5.5(a) of MI 61-101 and exempt from the minority approval requirements
of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101.
Following the closing of the acquisition and the Private Placem ent, the Company has
10,227,000 common shares issued and outstanding. All securities issued in connection with the
Private Placement and the acquisition are subject to a hold period expiring on April 7, 2020.
Board and Management of the Company
The directors and officers of the Company following completion of the Qualifying Transaction
are as follows:
Deepak Varshney Director, Chief Executive Officer and Corpora te Secretary
Khalid Naeem Chief Financial Officer
Navin Varshney Director
David Ellet Director
Leif Smither Director
ON BEHALF OF THE BOARD
Usha Resources Ltd.
Deepak Varshney
Chief Executive Officer, Corporate Secretary and Director
For further information contact:
Deepak Varshney
Chief Executive Officer, Corporate Secretary and Director
Tel: 778-899-1780
Statements in this press release regarding the Company which are not historical facts are
“forward-looking statements” that involve risks and uncertainties, including that the Company’s
expenditures will qualify as “flow-through mining expenditures”. Such information can generally
be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”,
“anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Since
forward-looking statements address future events and conditions, by their very nature, they
involve inherent risks and uncertainties. The forward-looking statements contained in this press
release are made as of the date hereof and the Company undertakes no obligation to update
publicly or revise any forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable securities laws.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of this press release.