Usha Resources to Acquire Company with High-Grade Cobalt-Copper Project and Launch Financing
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News Release
Usha Resources to Acquire Company with High-Grade Cobalt-Copper Project and
Launch Financing
Vancouver, British Columbia / August 12, 2021 – Usha Resources Ltd. (“Usha” or the “Company”)
(TSXV: USHA) (OTCQB: USHAF) is pleased to announce that it has entered into a share exchang e
agreement dated August 11, 2021 (the “ Share Exchange Agreement”) with 1236598 B.C. Ltd. (“ 1236”)
and the shareholders of 1236 (the “ 1236 Shareholders”). Pursuant to the Share Exchange Agreement, it
is intended that 1236 will become a wholly-owned subsidiary of the Company (the "Transaction"). 1236
has an option to acquire a 100% interest in a Copper-Cobalt Pro perty (the " Property") located in Silver
Bow and Madison Counties, Montana, subject to a 2% net smelter returns royalty.
The Property
The Property is located within Silver Bow and Madison Counties, 32 kilometres south of Butte, Montana
and is comprised of 65 Federal Unpatented Lode Claims that total over 1,342 acres.
The various claims comprising the Property have over 10,000 met res of historical drilling, including by
majors such as BHP, Cominco, Homestake, Phelps Dodge and Rio Tinto. Significant drill and trench results
include:
1.2% copper, 0.036% cobalt, and 200 ppb gold over 11.7 metres of massive sulfides in DH WCC-4
0.15% to 0.3% cobalt and up to 1.14% copper over 96.3 metres in DH K-1 (note, only 1 ft was
assayed for every 10 ft)
1.8% copper and 450 ppb gold over 1.25 metres in DH PD-1
19.0% zinc over 0.7 metres in DH M-1
19.8% zinc over 0.4 metres in DH 79-1
Up to 4.7% copper, 0.07% cobalt, and 2.3 g/t gold in trenches advanced by BHP-Utah
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Figure 1: Location map showing historical drilling and trenching result locations.
The land package is underlain by Proterozoic meta-sedimentary r ocks with SEDEX style mineralization
that is interpreted to be age-equivalent and part of the same B elt Supergroup that includes the world-class
past-producing Sullivan Mine in British Columbia.
Recent airborne geophysical survey work (Geotech’s Helicopter B orne VTEM) has delineated a series of
high-priority electromagnetic anomalies within the Property (of ten indicative of sulphide mineralization),
and numerous major and minor structures, which require follow-u p exploration and possibly drilling. The
Company’s plan over the coming months is to build on the geophy sical work completed through further
geophysical mapping and interpretation, sampling, and other techniques in order to launch a comprehensive
drill program with the goal of completing a maiden resource at one or more areas.
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Figure 2: Map overlaying VTEM and EM Anomalies with areas without historical drilling highlighted.
“We are thrilled to have acquired such a significant project at a time when the demand for cobalt and copper
is increasing so dramatically,” stated Deepak Varshney, CEO of the Company. “This project checks off all
the boxes – a mining-friendly jurisdiction, easy year-round acc ess, great historic results, and world-class
vendors.
The vendor group includes Jim Greig, President of Benchmark Metals, who stated “The cobalt and copper
property has significant anomalous targets with world-class pot ential for large new discoveries. We look
forward to working with the USHA team to advance the project in a proven and prolific region of the USA.”
The Transaction
Under the terms of the Share Exchange Agreement, the Company proposes to acquire all of the issued and
outstanding shares of 1236 from the 1236 Shareholders in exchan ge for 5,800,000 common shares of the
Company (the "Consideration Shares"). The Consideration Shares will be issued to the 1236 Shareholders
on a pro rata basis at a deemed price of $0.30 per Consideratio n Share. The Consideration Shares will be
subject to "lock-up" provisions w herein 1,160,000 Consideration Shares will be released to the 1236
Shareholders every 4 months from the closing of the Transaction . Upon completion of the Transaction,
1236 will become a wholly-owned subsidiary of the Company.
Closing of the Transaction is subject to the TSX Venture Exchange acceptance, as well as other conditions
precedents, including the closing of the Private Placement. The re can be no assurance that the Transaction
will be completed as proposed, or, at all.
Non-Brokered Private Placement
The Company is also pleased to announce that is has launched a non-brokered private placement for gross
proceeds of up to $3,000,000 through the issuance of up to 10,000,000 units (the “Units”) at a price of $0.30
per Unit.
Each Unit will consist of one common share (a “ Share”) and one-half of one transferable share purchase
warrant (a “Warrant”) with each whole Warrant exercisable at $0.45 per share for a period of two (2) years
from the date of closing, subject to an accelerated expiry if t he closing trading price of the Company’s
shares is greater than $0.75 per Share for a period of 10 conse cutive trading days (the “ Acceleration
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Event”). The Company will give notice to the holders of the Acceler ation Event and the warrants will
expire 30 days thereafter.
Finder’s fees may be paid in accordance with applicable securities laws. The net proceeds from the Private
Placement will be used for exploration on the Company’s new and existing portfolio of properties and for
working capital and general corporate purposes.
Qualified Person
The technical content of this news release has been reviewed and approved by Mr. Dean Besserer, P.Geol.,
a qualified person as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects
(“NI 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.
USHA RESOURCES LTD.
“Deepak Varshney” CEO and Director
For more information, please phon e James Berard, Investor Relat ions, at 778-228-2314, 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 includes "forward-looking information" under applicable Canadian securities legislation
including, but not limited to, the anticipated closin g of the Transaction and private placement. Such
forward-looking information reflects management's current beliefs and are based on a number of estimates
and assumptions made by and information currently av ailable to the Company that, while considered
reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the
actual results and future events to differ materially from those expressed or implied by such forward-
looking information. Readers are cautioned that such forward-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 available capital, actual results of exploration activities, environmental risks,
future prices of base and other meta ls, operating risks, accidents, la bor issues, delays in obtaining
governmental approvals and permits, and other risks in the mining industry. There are no assurances that
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the Company will successfully co mplete the Transaction and the private placement on the terms
contemplated or at all. All forward-looking information contained in this news release is qualified by these
cautionary statements and those in our c ontinuous disclosure filings available on SEDAR
at www.sedar.com. Accordingly, readers should not place undue reliance on forward-looking information.
The Company disclaims any intention or obligation to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise, except as required by law.
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.
The securities referred to in this news release have not been, nor will they be, registered under the United
States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons absen t U.S. registration or an applicable exemption from
the U.S. registration requirements.
This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers
to buy any securities. Any public offering of securiti es in the United States must be made by means of a
prospectus containing detailed information about th e company and management, as well as financial
statements.