An anonymous director reports

USHA RESOURCES NON-BROKERED PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES

Usha Resources Ltd., further to its news release of Oct. 27, 2025, closed its non-brokered private placement on Dec. 11, 2025, raising gross proceeds of $500,000 through the issuance of unsecured convertible debentures.

Each debenture has a one-year term and is convertible into common shares of the company on the maturity date at a conversion price of five cents per share, subject to the force conversion rights detailed below.

Forced conversion rights

Subject to the terms and conditions of the debentures, all interest payable to the debentureholder on becoming due shall be payable in shares at the interest conversion price per share, subject to compliance with all applicable legislation and receipt of TSX Venture Exchange approval, which approvals may or may not be granted, and, if not granted, such interest will only be payable in cash.

If, at any time prior to the maturity date, the company announces a business combination with a corporation that has a market capitalization at least $10-million (calculated at the time of the announcement) and the volume-weighted average closing price of the shares on the exchange for the 15 days immediately prior to the date of announcement of the qualifying business transaction is greater than 10 cents per share, the company may force conversion of all but not less than all of the principal of the then outstanding debentures at the conversion price, upon either: (i) giving the holder 10 days of advance written notice; or (ii) the issuance of a news release advising all holders of debentures of the company's exercise of the mandatory conversion right.

The interest conversion price is the greater of: (i) the volume-weighted average closing price of the shares on the exchange for the 15 days prior to the date immediately before the date the accrued interest becomes payable; and (i) the market price of the shares at the time the accrued interest becomes payable.

Any payment of accrued but unpaid interest owing to the holder by the company payable in shares pursuant to the debentures is subject to prior exchange acceptance with the application to be made by the company at the time the accrued interest is payable. Any unaccrued interest pursuant to the debenture agreement will be paid in cash only.

The company paid finders' fees of $500 cash to an eligible finder in accordance with applicable securities laws and the policies of the exchange. The proceeds from the private placement will be used for general working capital. The debentures are subject to a four-month-and-one-day statutory hold period from the date of issuance expiring on April 12, 2026.

The private placement remains subject to the final approval of the exchange.

About Usha Resources Ltd.

Usha Resources is a North American mineral acquisition and exploration company focused on the development of quality critical metal properties that are drill ready with high upside and expansion potential. Based in Vancouver, B.C., Usha's portfolio of strategic properties provides target-rich diversification and includes Southern Arm, a copper-gold VMS project in Quebec, Jackpot Lake, a lithium brine project in Nevada, and White Willow, a lithium pegmatite project in Ontario. Usha trades on the TSX Venture Exchange under the symbol USHA, the OTCQB Exchange under the symbol USHAF and the Frankfurt Stock Exchange under the symbol JO0.