Mr. Deepak Varshney reports

USHA RESOURCES AND TOTEC RESOURCES ENTER DEFINITIVE AGREEMENT FOR QUALIFYING TRANSACTION

Further to the news release dated May 13, 2025, Totec Resources Ltd. and Usha Resources Ltd. have entered into a share purchase agreement dated Oct. 22, 2025, in respect of Totec's previously announced qualifying transaction, as defined in Policy 2.4 of the TSX Venture Exchange. In this news release, the term resulting issuer refers to the company after the closing of the qualifying transaction.

Key terms of the definitive agreement and qualifying transaction

On Oct. 22, 2025, the definitive agreement in respect of the qualifying transaction was entered into by Totec, Usha and 1540359 B.C. Ltd. (Subco), a wholly owned subsidiary of Usha incorporated for the purpose of completing the transaction (as defined herein).

Subco is the holder of 489 mineral claims comprising the White Willow property, which covers approximately 10,220 hectares in the Thunder Bay mining division, approximately 170 kilometres west of Thunder Bay. Subco acquired the White Willow property on Oct. 22, 2025, from Usha in exchange for 5.5 million common shares of Subco. The White Willow property is subject to net smelter return royalties (NSRs) of 3.0 per cent and 1.5 per cent to each of 2758145 Ontario Ltd. and Grid Metals Corp. Two-thirds of the NSRs may be purchased from 2758145 Ontario and Grid Metals at any time for consideration of $1.25-million and $1-million, respectively.

In connection with the qualifying transaction, Subco will commission an independent technical report on the White Willow property, to be prepared in accordance with National Instrument 43-101 -- Standards of Disclosure for Mineral Projects.

The definitive agreement provides for, among other things, the acquisition by Totec from Usha of Subco, pursuant to which, among other things:

• Totec will purchase all of the issued and outstanding securities of Subco;
• The consideration for the acquisition of Subco will be satisfied through the payment of $50,000 to Usha and the issuance of 5.5 million common shares in the capital of Totec to Usha (on a postconsolidation (as defined herein) basis) at a deemed price of 15 cents per share.

Additionally, Totec will issue to each of the investors (as defined herein) one Totec share (on a postconsolidation basis) for each investor share (as defined herein) held by the investor as of the closing date (as defined herein) after giving effect to the concurrent financing (as defined herein) at a deemed price of 15 cents per share (the investor consideration).

Prior to completion of the transaction, Totec will complete a consolidation of its share capital, whereby every two Totec shares will be consolidated into one Totec share.

Upon completion of the qualifying transaction, it is anticipated that the resulting issuer will be listed as a Tier 2 mining issuer on the exchange (as defined by the policies of the exchange). In connection with the transaction and pursuant to the requirements of the exchange, Totec intends to file a Form 3B2 filing statement on its issuer profile on SEDAR+, which will include comprehensive information regarding the transaction and the resulting issuer.

The closing of the qualifying transaction will be subject to the receipt of all requisite regulatory approvals (including the approval of the exchange), completion of the concurrent financing for minimum gross proceeds of $1-million, completion of the technical report, clearance of the filing statement by the exchange and the satisfaction of other customary conditions.

Deepak Varshney, chief executive officer and a director of Totec, currently serves as CEO and a director of Usha and Khalid Naeem, chief financial officer of Totec, currently serves as CFO of Usha. Accordingly, the transaction will involve non-arm's-length parties (as such term is defined in the exchange's policies). Notwithstanding, the qualifying transaction will not be a related party transaction (as such term is defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions) or be subject to TSX-V Policy 5.9 -- Protection of Minority Security Holders in Special Transactions and will no be considered a non-arm's-length qualifying transaction, as neither of Mr. Varshney nor Mr. Naeem, nor their associates nor affiliates, are control persons (as such terms are defined in the exchange's policies) in both Totec and in relation to Subco or the White Willow property.

For additional terms relating to the terms of the qualifying transaction, please refer to a copy of the definitive agreement, which will be filed and made available in due course on its issuer profile on SEDAR+.

Resulting issuer

Upon completion of the transaction, and assuming $4.2-million in gross proceeds are raised in connection with the concurrent financing, the company (as the resulting issuer) will have 36,563,000 common shares issued and outstanding. The anticipated share ownership of the resulting issuer will be approximately as shown in the attached table.

It is anticipated that the leadership of the resulting issuer will be composed of: (i) Deepak Varshney as chief executive officer, corporate secretary and a director; (ii) Khalid Naeem as chief financial officer and a director; (iii) James Walker as a director; (iv) Zachary Kotowych as a director; and (v) Rishi Kwatra as a director. Biographic information respecting each of these individuals is provided herein.

Deepak Varshney

Mr. Varshney brings a wealth of experience in mineral exploration and corporate leadership to Totec. As a professional geologist with over 15 years of experience in the mineral exploration industry, Mr. Varshney has demonstrated a keen ability to 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 as a director of Doubleview Gold Corp., showcasing his capacity to manage and drive growth across multiple ventures simultaneously. With an educational background from Simon Fraser University, Mr. Varshney combines academic knowledge with practical industry experience.

Khalid Naeem

Mr. Naeem is a Canadian chartered professional accountant (CPA) with over 15 years of financial and executive experience. Mr. Naeem is also the chief financial officer of multiple TSX Venture Exchange-listed issuers. Mr. Naeem has extensive experience in tax and compliance, public and private enterprises' financial policy, management, and internal financial reporting, including senior roles at junior mining and oil and gas public companies and the Canada Revenue Agency.

James Walker

Mr. Walker is a professional chartered engineer with an active designation from the Institution of Mechanical Engineers. He holds a degree in mechanical engineering from the University of Nottingham in the United Kingdom and a degree in mining engineering from the University of Exeter in the united Kingdom. Mr. Walker also holds a degree in nuclear physics and nuclear engineering from Cranfield University in the United Kingdom.

Mr. Walker has extensive experience in engineering and project management, particularly within mining engineering, mechanical engineering, construction, manufacturing, engineering design, infrastructure, safety management and nuclear engineering. He is currently the chief executive officer, president and director of Ares Strategic Mining and Nano Nuclear Energy Inc.

Zachary Kotowych

Mr. Kotowych brings nearly a decade of experience in the mining and capital markets sectors, combining technical expertise with financial acumen. He currently serves as the chief executive officer, corporate secretary and a director of Troubadour Resources Inc., and as the chief executive officer and a director of Bolt Metals Corp. Before joining Troubadour Resources, Mr. Kotowych held corporate development roles at several junior mining companies, most recently at Abitibi Metals Corp., where he helped advance the high-grade B26 polymetallic deposit and the Beschefer gold project. His background also includes equity research roles at Haywood Securities and Red Cloud Securities, focusing on mining equities.

Mr. Kotowych's technical experience encompasses exploration work with Great Bear Resources (now part of Kinross Gold Corp.), Carlisle Goldfields (now part of Alamos Gold) and Solstice Gold. He holds a master of science in geophysics and an honours bachelor of science in mathematics and geology from the University of Toronto.

Rishi Kwatra

Mr. Kwatra has approximately 30 years of experience with finance and business development. Mr. Kwatra's many roles have included roles in corporate finance, business development, and mergers and acquisitions for several industry leaders. He has been involved in project generation and business development along with evaluating early to advanced stage M&A (merger and acquisition) opportunities in the mining sector. His extensive network of international contacts in the institutional and capital markets also brings strong financial relationships.

Mr. Kwatra has led financings for various public and private issuers. Mr. Kwatra is also a serial entrepreneur and a seasoned investor in real estate. He has studied international trade and business administration in finance at the British Columbia Institute of Technology.

Property financial information

A summary of the acquisition costs and exploration expenditures by Usha on the White Willow property is as shown in the attached table.

Concurrent financing

In connection with the qualifying transaction, Subco intends to complete a private placement of up to 28 million units of Subco at a price of 15 cents per unit, for gross proceeds of up to $4.2-million. Each unit will comprise one common share of Subco (an investor share) and one common share purchase warrant of Subco that will entitle the holder thereof to acquire one additional investor share at an exercise price of 25 cents for a period of two years from the date of issuance. No subscriptions under the concurrent offering will be accepted by Subco until the transaction has been approved by the TSX-V.

Each person who (i) acquires units under the concurrent financing, (ii) agrees to become a party to, and bound by, the definitive agreement as an investor by executing an adoption agreement, and (iii) holds an investor share as at the completion of the transaction (the closing date), will receive the investor consideration upon completion of the transaction.

The net proceeds from the concurrent financing are expected to be used to finance exploration at the White Willow property and for general working capital of Totec (which will be the owner of Subco upon completion of the transaction) and Subco, and will be more particularly set forth in the filing statement.

Subco may pay finders' fees on the amounts raised in connection with the concurrent financing of up to 7 per cent cash and 7 per cent finders' warrants, each finder's warrant to be exercisable into one common share of Subco at 25 cents per share for a period of three years from the date of issuance. No finders' fees will be payable in connection with the transaction itself. All securities issued by Subco in connection with the concurrent financing will be subject to a statutory hold period of four months and one day from the date of issuance.

Additional information

Trading in the Totec shares has been halted, and will remain halted, pending the satisfaction of all applicable requirements of Policy 2.4 of the exchange. There can be no assurance that trading of the Totec shares will resume prior to the completion of the qualifying transaction.

About Totec Resources Ltd.

Totec is a capital pool company within the meaning of TSX-V Policy 2.4, has not commenced commercial operations and has no assets other than cash.

About Usha Resources Ltd.

Usha was incorporated under the Business Corporations Act (British Columbia) on Feb. 26, 2018. Usha is a North American mineral acquisition and exploration company that focuses on the development of battery and precious metal properties.

We seek Safe Harbor.