• USHA Team

Usha Resources Announces Intention to Spin Out Nicobat Nickel Property to Newly Formed Subsidiary

Vancouver, British Columbia / February 9, 2022 – Usha Resources Ltd. (“Usha” or the “Company”) (TSXV: USHA) (OTCQB: USHAF) is pleased to announce that its Board of Directors is currently evaluating a proposal for Usha to transfer the Company's Nicobat Nickel property (the “Property”) located in Dobie Township, Northwest Ontario to a newly formed subsidiary ("SpinCo") and subsequently spin out the shares of SpinCo (“SpinCo Shares”) to Usha’s shareholders at a ratio yet to be determined (the “Transaction”). The Company will retain an interest in SpinCo.

Deepak Varshney, CEO stated: "With nickel prices soaring, we see this as the perfect backdrop to unlock value for investors by spinning out what was once our flagship property into a separate, battery-metals oriented public company. We don't believe the market is fully valuing the sum of our parts and we see this as the ideal solution to ensure our projects get the attention and command the valuation they deserve. Spinning out the Nicobat property will allow Usha to streamline its focus while also allowing shareholders to participate in and benefit from the creation of a new battery-metals focused exploration company. With shareholders of Usha receiving shares in the SpinCo, we feel that the contemplated transaction would create a compelling new dynamic to our investment thesis as investors would stand to own shares in two public companies that are on two clear paths."

The completion of the proposed Transaction and contemplated distribution of SpinCo Shares to Usha shareholders are subject to a number of conditions, including the completion of corporate, legal and tax structuring, completion of SpinCo financing, determination of final details of the transaction, the appointment of a Board and management team for SpinCo, required regulatory and shareholder approvals, and the subsequent listing of the SpinCo Shares on the TSX Venture Exchange.

There is no certainty that the Transaction will be completed on the terms proposed or at all. The Board of Usha may determine to not proceed with the Transaction should there be a change in market conditions or investor interest or should another opportunity arise that would similarly enhance value to Usha shareholders.

The Company will provide updates when further details of the proposed Transaction are determined.

About the Nicobat Nickel Property

The Nicobat Nickel Property is a nickel-copper-PGE project located in Dobie Township, Northwest Ontario 21 kilometres south of New Gold’s Rainy River Mine which hosts the Zone 34 nickel discovery.

Historic exploration work between 1952 and 1972 included over 15,000 metres of drilling, 220 drill holes and numerous bulk samples that identified a non-compliant historic resource of 5.3 Mt grading 0.24% Ni that contained a high-grade zone of approximately 225,000 tons grading 0.87% Ni.

Recent exploration work includes over 4,000 metres of drilling that has confirmed high-grade nickel-copper shoots do exist and are considerably better than previously recorded in the historical drilling, with drillhole A-04-15 intersecting from surface to approximately 63.75 metres a weighted average of 1.05% nickel and 2.18% copper that included an approximately 9.8-metre interval of 1.92% Ni from 53.95 to 63.75 metres.

The targeted feeder conduit measures approximately 305 metres by an average of 60 metres in width to a depth of 245 metres that is potentially open at depth and down-plunge to the north and is composed of cumulate textured olivine gabbro. This magma conduit sits in a larger norite body at the base of the Dobie Gabbro. The historical assessment data records high-grade “ribs”, one of which includes the zone described above. Future work will, therefore, focus on making the historic resource compliant current and expanding on the work completed to assess for other high-grade “ribs” and the potential high-grade feeder zone as shown in the model below.

Qualified person

The technical content of this news release has been reviewed and approved by Mr. Andrew Tims, P.Geo., a qualified person as defined by National Instrument 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 acquisition and exploration of quality precious and base metal properties and the application of advanced 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 call 778-899-1780, email info@usharesources.com, 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 may include "forward-looking information" under applicable Canadian securities legislation. Such forward-looking information reflects management's current beliefs and are based on a number of estimates and/or assumptions made by and information currently available to the Company that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that 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 metals, operating risks, accidents, labour issues, delays in obtaining governmental approvals and permits, and other risks in the mining industry.

These statements include proposed terms of the spinout transaction, proposed business plans for each of Usha and SpinCo, the listing of the SpinCo Shares, the anticipated benefits of the transaction, and disclosure of additional details concerning the transaction. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Usha cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by many material factors, many of which are beyond their respective control. Such factors include, among other things: determination of acceptable terms for the proposed spinout transaction, risks and uncertainties relating to the receipt of approvals to proceed with and complete the transaction and the satisfaction of the conditions precedent to the completion of the transaction, unexpected tax consequences, the market valuing Usha and SpinCo in a manner not anticipated by management of the Company, the benefits of the spinout transaction not being realized or as anticipated, and each of Usha and SpinCo being unable to add additional properties to their respective portfolios. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Company does not undertake to publicly update or revise forward-looking information.

The Company is presently an exploration stage company. Exploration is highly speculative in nature, involves many risks, requires substantial expenditures, and may not result in the discovery of mineral deposits that can be mined profitably. Furthermore, 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 future events could differ materially from those anticipated in such statements.

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