Mr. Deepak Varshney reports

USHA RESOURCES AND TOTEC RESOURCES COMPLETE CONCURRENT FINANCING FOR GROSS PROCEEDS OF $4,500,000

1540359 B.C. Ltd. (Subco), a wholly owned subsidiary of Usha Resources Ltd., has closed its private placement, through the issuance of 30 million units of Subco at a price of 15 cents per unit for gross proceeds of $4.5-million. Each unit is composed of one common share of Subco and one common share purchase warrant of Subco entitling the holder thereof to acquire one additional Subco share at an exercise price of 25 cents for a period of two years from the date of issuance.

The concurrent financing was completed in anticipation of the sale of Subco to Totec Resources Ltd. and, indirectly, Usha's sale to Totec of the 489 mineral claims constituting the White Willow property, pursuant to a share purchase agreement dated Oct. 22, 2025, as amended Dec. 10, 2025, among Totec, Usha and Subco (as amended). The transaction will constitute the qualifying transaction of Totec as such term is defined in the rules and policies of the TSX Venture Exchange. Pursuant to the agreement, and as announced on Jan. 13, 2026, in advance of the closing date (defined herein), Totec will consolidate its common shares on a one-for-two basis.

Each person who acquired units under the concurrent financing has agreed to become a party to, and bound by, the agreement as an investor by executing an adoption agreement. Accordingly, on completion of the transaction: (i) the investors will receive one common share in the capital of Totec (on a postconsolidation basis) for each Subco share held; and (ii) each Subco warrant will automatically become exercisable into one Totec share at an exercise price of 25 cents for a period of two years from the date of issuance.

In connection with the concurrent financing, certain eligible finders received aggregate cash fees of $146,122 and an aggregate of 974,143 non-transferable finders' warrants, each finder's warrant exercisable into one Subco share at 25 cents for a period of three years from the date of issuance. On the closing date, each finder's warrant will automatically become exercisable into one Totec share at an exercise price of 25 cents for a period of two years from the date of issuance.

In the event the transaction is abandoned or terminated, the concurrent financing will be unwound, such that all funds received by Subco in connection with the concurrent financing will be returned to the investors in accordance with the applicable subscription agreements, and Usha will remain the sole shareholder of Subco.

The net proceeds from the concurrent financing are expected to be used to finance exploration at the property and for general working capital of Totec (which will be the owner of Subco upon completion of the transaction) and Subco, all as set forth in more detail in the filing statement of Totec, dated Jan. 12, 2026, a copy of which is available on Totec's SEDAR+ profile. No non-arm's-length parties (as such term is defined in the rules and policies of the exchange) participated in the concurrent financing, and the concurrent financing was not subject to Policy 5.9 (Protection of Minority Security Holders in Special Transactions) of the exchange.

Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange acceptance.

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.

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 conditions, including, but not limited to, exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the transaction, any 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.

We seek Safe Harbor.