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Totec Resources Announces Closing of Qualifying Transaction and Anticipated Trading Date
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES ...
About this update from Usha Resources Ltd
[{"type":"text","content":"Totec Resources Announces Closing of Qualifying Transaction and Anticipated Trading DateNOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES VANCOUVER, BC / ACCESS Newswire / January 20, 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 announce the closing of the sale (the \"Transaction\") of 1540359 B.C. Ltd. (\"Subco\") to Totec and, indirectly, Totec's acquisition of the 489 mineral claims constituting the White Willow Property (the \"Property\"), which covers approximately 10,220 hectares in the Thunder Bay Mining Division, approximately 170 kilometres west of Thunder Bay.The Transaction was completed pursuant to a share purchase agreement dated October 22, 2025, as amended December 10, 2025, among Totec, Usha and Subco (the \"Definitive Agreement\"). The purchase price paid by Totec for the Transaction was an aggregate of 35,500,000 Common Shares (defined herein) issued to the shareholders of Subco (5,500,000 of which were issued to Usha and 30,000,000 of which were issued to the Investors (defined herein)) and $50,000 in cash paid to Usha. The Transaction constitutes the qualifying transaction of Totec (the \"Qualifying Transaction\"), as such term is defined in the rules and policies of the TSX Venture Exchange (the \"Exchange\"). The name of the resulting issuer (the \"Resulting Issuer\") is \"Totec Resources Ltd.\" No finder's fees were paid in connection with the Transaction.The Property is now indirectly owned by the Company through Subco and is subject to the following net smelter return royalties (\"NSRs\"): (i) a 1.5% NSR in favour of 2758145 Ontario Ltd., two-thirds of which can be repurchased for $1,000,000, and (ii) a 1.5% NSR in favour of Grid Metals Corp., two-thirds of which can be repurchased for $1,250,000.Immediately prior to the closing of the Qualifying Transaction, the Company consolidated its issued and outstanding common shares on a two (2) to one (1) basis (each post-consolidation common share, a \"Common Share\"). The new ISIN and CUSIP of the Common Shares following are CA89157M2040 and 89157M204, respectively.Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin by the Exch...