Usha Resources and Totec Resources Announce TSXV Conditional Acceptance and Filing of Filing Statement for Qualifying Transaction

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VANCOUVER, BC / ACCESS Newswire / January 13, 2026 / Totec Resources Ltd. ("Totec" or the "Company") (TSXV:TOTC.P), a capital pool company, and Usha Resources Ltd. ("Usha") (TSXV:USHA)(OTCQB:USHAF)(FSE:JO0), are pleased to provide an update with respect to the proposed sale (the "Transaction") of Usha's interest in 1540359 B.C. Ltd. ("Subco") to Totec and, indirectly, Usha's sale of the 489 mineral claims constituting the White Willow Property, which covers approximately 10,220 hectares in the Thunder Bay Mining Division, approximately 170 kilometres west of Thunder Bay, to Totec. The Transaction will constitute the qualifying transaction of Totec, as such term is defined in the rules and policies of the TSX Venture Exchange (the "Exchange").

In connection with the Transaction, the Company has filed its filing statement dated January 12, 2026 (the "Filing Statement") under its profile on SEDAR+ at www.sedarplus.ca, which describes the Transaction and provides disclosure respecting the Company, Usha, Subco and the resulting issuer following the Transaction. The Company has also received conditional acceptance from the Exchange for the completion of the Transaction and anticipates completing the same on or around January 19, 2026.

Completion of the Transaction remains subject to a number of conditions including, but not limited to, receipt of all required regulatory approvals, including final Exchange acceptance, and satisfaction of other customary closing conditions.

For additional details regarding the Transaction, please see the Filing Statement and the Company's press releases dated January 9, 2026, October 24, 2025, and May 13, 2025, which are available under the Company's SEDAR+ profile at www.sedarplus.ca.

Consolidation

The Company also announces that, further to its news release of May 13, 2025, and subject to approval from the Exchange, it will effect the consolidation (the "Consolidation") of its common shares (the "Shares") on the basis of one (1) new common share for every two (2) old common shares on or about January 19, 2026.

The Shares will commence trading on the Exchange on a post-Consolidation basis when the Halt (defined herein) is lifted. As of the date hereof, there are 6,126,000 Shares issued and outstanding. On a post-Consolidation basis, the Company will have approximately 3,063,000 Shares issued and outstanding, subject to rounding. Of such Shares, a total of 1,350,000 will be escrowed pursuant to the CPC Escrow Agreement dated September 22, 2022 among the Company, Endeavour Trust Corporation and certain shareholders of the Company.