Usha
Resources to Acquire Company with High-Grade
Cobalt-Copper
Project and
Launch Financing
Vancouver,
British Columbia, Canada -- August 12, 2021 -- InvestorsHub
NewsWire -- 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.
Usha Resources (TSXV:USHA)
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