• USHA Team

Usha Resources Files Filing Statement and Technical Report and Provides Update

Updated: Feb 7

Usha Resources Ltd. (“Usha” or the “Company”) is pleased to announce that further to the

Company's news release on April 17, 2019, the Company has received conditional approval

from the TSX Venture Exchange (the “Exchange”) for the proposed Qualifying Transaction

involving the acquisition of a direct 51% legal and beneficial interest in the Nicobat Project in Northwest Ontario from Emerald Lake Development Corporation (“Emerald Lake”).


The Company has posted its Filing Statement disclosing the proposed Qualifying Transaction and the Technical Report for the Nicobat Project under its SEDAR profile at www.sedar.com. The expected closing date for the Qualifying Transaction is on or around October 29, 2019.


Concurrent Financing


Further to the Company’s April 17, 2019 news release, the Company has updated the terms of the concurrent non-brokered financing (the “Private Placement”). The Private Placement will be for minimum gross proceeds of $472,065 and will consist of 1,200,000 flow-through units (“FT Units”) at a price of $0.13 per FT Unit and 3,327,000 non-flow through units (“Units”) at a price of $0.095 per Unit. Each FT Unit shall consist of one flow-through share in the capital of Usha and one common share purchase warrant (a “Warrant”) with each Warrant exercisable to purchase one common share in the capital of Usha (a “Share”) at a price of $0.26 and expiring 24 months from the date of issuance.


Each Unit will consist of one Share 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.

Following the closing of the Qualifying Transaction and the Private Placement, the Company will have 10,227,000 Shares issued and outstanding. The proceeds from the Private Placement will be utilized as further described in the Company’s Filing Statement.


Changes to the Board and Management of the Company The board of directors of the Company upon the completion of the Qualifying Transaction will remain the same, but Navin Varshney will resign from his positions as Chief Executive Officer, Chief Financial Officer and Corporate Secretary. Deepak Varshney will be appointed Chief Executive Officer and Corporate Secretary, and Khalid Naeem will be appointed Chief Financial Officer.


The directors and officers of the Company upon completion of the Qualifying Transaction will be as follows:


Deepak Varshney Director, Chief Executive Officer and Corporate Secretary

Khalid Naeem Chief Financial Officer

Navin Varshney Director

David Ellet Director

Leif Smither Director


Mr. Khalid Naeem has over 15 years of experience, Mr. Naeem started his career in public

practice and has held progressively more senior roles in junior mining, oil and gas public

companies. He moved on and started working for Canada Revenue Agency (CRA) in 2008,

where he worked in tax and compliance areas and held progressive senior positions before

leaving CRA in October 2018. Mr. Naeem has extensive experience in tax and compliance,

public and private enterprises’ financial policy, management and internal financial reporting.


ON BEHALF OF THE BOARD


Usha Resources Ltd.

Navin Varshney CEO, CFO, President, Corporate Secretary and Director


For further information contact:

Navin Varshney CEO, CFO, President, Corporate Secretary and Director 604 251-6320


Statements in this press release regarding Usha which are not historical facts are “forward looking statements” that involve risks and uncertainties, such as the completion of the proposed Qualifying Transaction. Such information can generally be identified by the use of for warding 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 such as the risk that the closing may not occur for any reason. Forwarding-looking statements in this news release include the statements that: (i) the Qualifying Transaction will be completed; (ii) the management of Usha will change; and (iii) list out the terms of the Private Placement.


Actual results in each case could differ materially from those currently anticipated in such

statements due to factors such as: (i) the decision to not close the Qualifying Transaction or

Private Placement for any reason, including adverse due diligence results and Exchange refusal of the Qualifying Transaction; (ii) adverse market conditions; (iii) the need for additional financing. Except as required by law, Usha does not intend to update any changes to such statements. Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.


Investors are cautioned that, except as disclosed in the management information circular or

filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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. The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying. Transaction and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.