Usha Resources to Acquire Company with High-Grade Cobalt-Copper Project and Launch Financing

Not for distribution to U.S. news wire services or dissemination in the United States

VANCOUVER, August 12, 2021 - Usha Resources Ltd. ("Usha" or the "Company") (TSXV:USHA)(OTCQB:USHAF) is pleased to announce that it has entered into a share exchange agreement dated August 11, 2021 (the "Share Exchange Agreement") with 1236598 B.C. Ltd. ("1236") and the shareholders of 1236 (the "1236 Shareholders"). Pursuant to the Share Exchange Agreement, it is intended that 1236 will become a wholly-owned subsidiary of the Company (the "Transaction"). 1236 has an option to acquire a 100% interest in a Copper-Cobalt Property (the "Property") located in Silver Bow and Madison Counties, Montana, subject to a 2% net smelter returns royalty.

The Property

The Property is located within Silver Bow and Madison Counties, 32 kilometres south of Butte, Montana and is comprised of 65 Federal Unpatented Lode Claims that total over 1,342 acres.

The various claims comprising the Property have over 10,000 metres of historical drilling, including by majors such as BHP, Cominco, Homestake, Phelps Dodge and Rio Tinto. Significant drill and trench results include:

• 1.2% copper, 0.036% cobalt, and 200 ppb gold over 11.7 metres of massive sulfides in DH WCC?4
• 0.15% to 0.3% cobalt and up to 1.14% copper over 96.3 metres in DH K-1 (note, only 1 ft was assayed for every 10 ft)
• 1.8% copper and 450 ppb gold over 1.25 metres in DH PD-1
• 19.0% zinc over 0.7 metres in DH M-1
• 19.8% zinc over 0.4 metres in DH 79-1
• Up to 4.7% copper, 0.07% cobalt, and 2.3 g/t gold in trenches advanced by BHP-Utah

Figure 1: Location map showing historical drilling and trenching result locations.

The land package is underlain by Proterozoic meta-sedimentary rocks with SEDEX style mineralization that is interpreted to be age-equivalent and part of the same Belt Supergroup that includes the world-class past-producing Sullivan Mine in British Columbia.

Recent airborne geophysical survey work (Geotech's Helicopter Borne VTEM) has delineated a series of high-priority electromagnetic anomalies within the Property (often indicative of sulphide mineralization), and numerous major and minor structures, which require follow-up exploration and possibly drilling. The Company's plan over the coming months is to build on the geophysical work completed through further geophysical mapping and interpretation, sampling, and other techniques in order to launch a comprehensive drill program with the goal of completing a maiden resource at one or more areas.

Figure 2: Map overlaying VTEM and EM Anomalies with areas without historical drilling highlighted.

"We are thrilled to have acquired such a significant project at a time when the demand for cobalt and copper is increasing so dramatically," stated Deepak Varshney, CEO of the Company. "This project checks off all the boxes - a mining-friendly jurisdiction, easy year-round access, great historic results, and world-class vendors.

The vendor group includes Jim Greig, President of Benchmark Metals, who stated "The cobalt and copper property has significant anomalous targets with world-class potential for large new discoveries. We look forward to working with the USHA team to advance the project in a proven and prolific region of the USA."

The Transaction

Under the terms of the Share Exchange Agreement, the Company proposes to acquire all of the issued and outstanding shares of 1236 from the 1236 Shareholders in exchange for 5,800,000 common shares of the Company (the "Consideration Shares"). The Consideration Shares will be issued to the 1236 Shareholders on a pro rata basis at a deemed price of $0.30 per Consideration Share. The Consideration Shares will be subject to "lock-up" provisions wherein 1,160,000 Consideration Shares will be released to the 1236 Shareholders every 4 months from the closing of the Transaction. Upon completion of the Transaction, 1236 will become a wholly-owned subsidiary of the Company.

Closing of the Transaction is subject to the TSX Venture Exchange acceptance, as well as other conditions precedents, including the closing of the Private Placement. There can be no assurance that the Transaction will be completed as proposed, or, at all.

Non-Brokered Private Placement

The Company is also pleased to announce that is has launched a non-brokered private placement for gross proceeds of up to $3,000,000 through the issuance of up to 10,000,000 units (the "Units") at a price of $0.30 per Unit.

Each Unit will consist of one common share (a "Share") and one-half of one transferable share purchase warrant (a "Warrant") with each whole Warrant exercisable at $0.45 per share for a period of two (2) years from the date of closing, subject to an accelerated expiry if the closing trading price of the Company's shares is greater than $0.75 per Share for a period of 10 consecutive trading days (the "Acceleration Event"). The Company will give notice to the holders of the Acceleration Event and the warrants will expire 30 days thereafter.

Finder's fees may be paid in accordance with applicable securities laws. The net proceeds from the Private Placement will be used for exploration on the Company's new and existing portfolio of properties and for working capital and general corporate purposes.

Qualified Person

The technical content of this news release has been reviewed and approved by Mr. Dean Besserer, P.Geol., a qualified person as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 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 phone James Berard, Investor Relations, at 778-228-2314, email jberard@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 includes "forward-looking information" under applicable Canadian securities legislation including, but not limited to, the anticipated closing of the Transaction and private placement. Such forward-looking information reflects management's current beliefs and are based on a number of estimates and 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 which 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, labor issues, delays in obtaining governmental approvals and permits, and other risks in the mining industry. There are no assurances that the Company will successfully complete the Transaction and the private placement on the terms contemplated or at all. All forward-looking information contained in this news release is qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR at www.sedar.com. Accordingly, readers should not place undue reliance on forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

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.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.

This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

SOURCE: Usha Resources Ltd.