Usha Resources Provides Update for Proposed Spin-Out of Nicobat Nickel Project

VANCOUVER, BC / ACCESSWIRE / November 29, 2022 / Usha Resources Ltd. ("USHA" or the "Company") (TSXV:USHA) (OTCQB:USHAF) (FSE:JO0), a North American mineral acquisition and exploration company focused on the development of drill-ready battery and precious metal projects, is pleased to announce that it has filed and mailed an information circular (the "Circular") for an annual general and special meeting of its shareholders which will be held on December 16, 2022 (the "Meeting"), to, amongst other matters, consider and approve the proposed plan of Arrangement ("Arrangement") between USHA and Formation Metals Inc. ("Formation Metals" or "FMI"), a wholly-owned subsidiary of USHA, whereby USHA shareholders upon completion of the share exchange described in the Arrangement will receive one (1) share of FMI with respect to every five (5) shares of USHA while continuing to own the same number of USHA common shares as they did on the Share Distribution Record Date (the "Share Distribution Record Date").

Upon completion of the Arrangement, FMI will hold the Company's interest in the Nicobat Nickel Project and will focus on the advancement of this project. Subject to obtaining the required approvals and completion of the Arrangement, over time it is expected that FMI may add new exploration-stage projects to its portfolio. USHA will retain and focus on the advancement of its exploration projects in the USA, including the Jackpot Lake Lithium Brine Project where the Company will begin drilling next week.

The Board of Directors of the Company (the "Board") has determined that the Arrangement is fair and in the best interests of the Company and the Company's shareholders and recommends that the Company's shareholders vote in favour of the Arrangement. The Arrangement is expected to allow USHA to focus on the further advancement of its exploration projects in the USA and minimize dilution of those interests. In addition, the Arrangement is expected to allow the market to value the Company's mineral interests in the USA independently of the Nicobat Nickel Project, permit the independent development of both portfolios, and provide capacity for new acquisitions.

The mailing of the Circular has been completed and shareholders should receive them shortly. The Circular is also available under the Company's profile on SEDAR at www.sedar.com. The Circular describes the Arrangement in detail. The shareholders are encouraged to review the Circular.

Shareholder Consideration

In connection with the proposed Arrangement, subject to certain conditions, USHA shareholders will receive one (1) share of FMI with respect to every five (5) shares of USHA owned on the Share Distribution Record Date, which will be predetermined by USHA's Board of Directors and announced by a news release in advance, subject to TSX Venture Exchange approval. Holders of USHA options and warrants, who exercise their options and/or warrants before the Share Distribution Record Date, will also be entitled to receive one (1) share of FMI with respect to every five (5) shares of USHA.

Upon completion of the Arrangement, USHA shareholders will ultimately own shares in two public companies:

• USHA, which will be focused on its US-based assets, including the Jackpot Lake Lithium Brine Project; and
• Formation Metals, which will be focused on nickel at the Nicobat Project in Ontario.

For example, upon completion of the Arrangement, for each 10,000 shares of USHA owned on the Share Distribution Record Date, the shareholder will own 2,000 shares of FMI. USHA shareholders will continue to own the same number of USHA common shares as they did on the Share Distribution Record Date.

Completion of the Arrangement is subject to a number of conditions, including the following conditions which must be met:

• the approval by the shareholders of USHA at a special general meeting;
• the approval of the Supreme Court of British Columbia; and
• the acceptance of the Arrangement by the TSX Venture Exchange.

The Arrangement cannot be completed until all of the above conditions are met.

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 North American mineral acquisition and exploration company focused on the development of quality battery and precious metal properties that are drill-ready with high-upside and expansion potential. Based in Vancouver, BC, USHA's portfolio of strategic properties provides target-rich diversification and consist of Jackpot Lake, a lithium project in Nevada; Nicobat, a nickel-copper-cobalt project in Ontario; and Lost Basin, a gold-copper project in Arizona. USHA trades on the TSX Venture Exchange under the symbol USHA, the OTCQB Exchange under the symbol USHAF and the Frankfurt Stock Exchange under the symbol JO0.

USHA RESOURCES LTD.

"Deepak Varshney" CEO and Director

For more information, please call Tyler Muir, Investor Relations at 1-888-772-2452, email tmuir@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 contains "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 FMC, the listing of FMC's 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 FMC 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 FMC 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.

No Offer or Solicitation to Purchase Securities in the United States

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons, as such term is defined in Regulation S under the Securities Act ("Regulation S"), except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act.

SOURCE: Usha Resources Ltd.