USHA RESOURCES LTD.

CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)

MARCH 31, 2025 and 2024

Horizon Assurance LLP

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of
Usha Resources Ltd.

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Usha Resources Ltd. and its subsidiaries (the "Company"), which comprise the consolidated statements of financial position as at March 31, 2025, and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity, and cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2025, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards ("IFRS").

Basis of Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to note 1 in the consolidated financial statements, which indicates that the Company incurred a net loss during the year ended March 31, 2025. As stated in note 1, these events or conditions, along with other matters as set forth in note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

219 - 7100 Woodbine Ave., Markham, ON L3R 5J2

[email protected]

www.horizonllp.ca

Horizon Assurance LLP

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. The matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter of the Material Uncertainty Related to Going Concern described above, we have determined that there are no other key audit matters to communicate in our report.

Other Matter

The consolidated financial statements of the Company for the year ended March 31, 2024, were audited by another auditor who expressed an unmodified opinion on those statements on July 29, 2024.

Other Information

Management is responsible for the other information. The other information comprises the Management's Discussion and Analysis for the year ended March 31, 2025, which we obtained prior to the date of this auditor's report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Horizon Assurance LLP

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the

Horizon Assurance LLP

Company as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Julia Zhou.

July 29, 2025
Markham, Ontario

Horizon Assurance LLP
Chartered Professional Accountant
Licensed Public Accountant

USHA RESOURCES LTD.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
AS AT

	March 31, 2025	March 31, 2024
ASSETS
Current
Cash and cash equivalents (Note 5)	$ 530,345	$ 1,152,735
Receivables	145,920	236,703
Prepaid expenses	78,223	150,485
	754,488	1,539,923
Investments (Note 11)	770,000	100,000
Exploration and evaluation assets (Note 4)	7,420,361	4,032,639
	$ 8,944,849	$ 5,672,562
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities (Note 7)	$ 139,631	$ 306,653
Flow-through premium liability (Note 6b)	-	29,527
Provisions (Note 12)	100,000	100,000
	239,631	436,180
Shareholders' equity
Share capital (Note 6)	15,420,132	11,937,653
Reserves (Note 6c)	1,012,823	1,056,219
Deficit	(7,727,737)	(7,757,490)
	8,705,218	5,236,382
	$ 8,944,849	$ 5,672,562

Nature and continuance of operations (Note 1)
Commitments and contingencies (Note 12)
Subsequent events (Note 13)

Approved and authorized for issue by the Board of Directors on July 29, 2025:

"Navin Varshney" Director "Deepak Varshney" Director
Navin Varshney Deepak Varshney

The accompanying notes are an integral part of these consolidated financial statements.

USHA RESOURCES LTD.
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)

	Year ended March 31, 2025	Year ended March 31, 2024
EXPENSES
Consulting fees (Note 7)	$ 310,375	$ 767,665
Insurance	29,950	14,900
Management fees (Note 7)	60,000	60,000
Office and miscellaneous	66,243	100,864
Professional fees (Note 7)	114,881	202,076
Property investigation (Note 4)	-	127,679
Property write-off (Note 4)	92,984	524,806
Regulatory and filing fees	30,989	31,080
Rent and administration charges (Note 7)	84,000	74,000
Share-based payments (Note 6c)	236,221	802,698
Shareholder communications	34,178	954,404
Transfer agent fees	3,850	4,200
Travel and entertainment	8,866	24,509
	1,072,537	3,688,881
Flow through premium (Note 6b)	(190,396)	(89,759)
Foreign exchange loss	2,002	10,143
Unrealised (gain) loss on investments (Note 11)	(670,000)	-
Gain from spinout (Note 4)	-	(119,108)
Other income	(51,628)	(56,298)
Loss and comprehensive loss for the year	$ 162,515	$ 3,433,859
Basic and diluted loss per common share	$ -	$ 0.07
Weighted average number of common shares outstanding - basic and diluted	84,888,206	52,599,084

The accompanying notes are an integral part of these consolidated financial statements.

USHA RESOURCES LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Expressed in Canadian Dollars)

| | Share Capital
(Note 6) | | Reserves | Deficit | Total
Shareholders’
Equity |
| --- | --- | --- | --- | --- | --- |
| | Shares | Amount | | | |
| Balance, March 31, 2023 | 47,087,394 | $ 10,902,709 | $ 530,170 | $ (4,590,329) | $ 6,842,550 |
| Private placement (Note 6b) | 8,735,714 | 736,750 | 208,250 | - | 945,000 |
| Reserve transferred for exercised of shares options (Note 6c) | - | 220,150 | (220,150) | - | - |
| Flow-through premium liability (Note 6b) | - | (119,286) | - | - | (119,286) |
| Shares issued for mineral claims (Note 6b) | 1,625,000 | 239,000 | - | - | 239,000 |
| Stock options exercised (Note 6c) | 2,600,000 | 501,750 | - | - | 501,750 |
| Share-based payments (Note 6c) | - | - | 802,698 | - | 802,698 |
| Share issue costs (Note 6b) | - | (19,449) | 1,949 | - | (17,500) |
| Stock options expired (Note 6c) | - | - | (239,622) | 239,622 | - |
| Transfer of net assets pursuant to spin-out (Note 4) | | (528,471) | - | - | (528,471) |
| Warrants exercised (Note 6d) | 15,000 | 4,500 | - | - | 4,500 |
| Warrants expired (Note 6d) | - | - | (27,076) | 27,076 | - |
| Loss and comprehensive loss for the year | - | - | - | (3,433,859) | (3,433,859) |
| Balance, March 31, 2024 | 60,063,108 | $ 11,937,653 | $ 1,056,219 | $ (7,757,490) | $ 5,236,382 |
| Flow through private placement (Note 6b) | 8,043,478 | $ 925,000 | $ - | $ - | $ 925,000 |
| Flow-through premium liability (Note 6b) | - | (160,870) | - | - | (160,870) |
| Shares issued for mineral claims (Note 6b) | 18,100,000 | 2,395,250 | - | - | 2,395,250 |
| Stock options exercised (Note 6c) | 3,500,000 | 371,020 | (98,520) | - | 272,500 |
| Share-based payments (Note 6c) | - | - | 236,221 | - | 236,221 |
| Share issue costs (Note 6b) | - | (47,921) | 11,171 | - | (36,750) |
| Stock options expired/cancelled (Note 6c) | - | - | (162,126) | 162,126 | - |
| Warrants expired (Note 6d) | - | - | (30,142) | 30,142 | - |
| Loss and comprehensive loss for the year | - | - | - | (162,515) | (162,515) |
| Balance, March 31, 2025 | 89,706,586 | $ 15,420,132 | $ 1,012,823 | $ (7,727,737) | $ 8,705,218 |

The accompanying notes are an integral part of these consolidated financial statements.

USHA RESOURCES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)

	Year ended March 31, 2025	Year ended March 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Loss and comprehensive loss for the year	$ (162,515)	$ (3,433,859)
Adjustments for items not involving cash:
Share-based payments	236,221	802,698
Property investigation costs	-	524,806
Unrealised gain on investments	(670,000)	-
Property write-off	92,984	-
Gain on spin-off	-	(119,108)
Recovery of flow through share premium liability	(190,397)	(89,759)
Changes in non-cash working capital items:
(Increase) decrease in accounts receivable	90,780	(206,492)
(Increase) decrease in prepaid expenses	72,262	544,106
Increase in accounts payable and accruals	(167,022)	205,031
Increase in provisions	-	100,000
Net cash and cash equivalents used in operating activities	(697,687)	(1,672,577)
CASH FLOWS FROM INVESTING ACTIVITIES
Exploration and evaluation assets	(1,085,454)	(1,147,382)
Net cash and cash equivalents used in investing activities	(1,085,454)	(1,147,382)
CASH FLOWS FROM FINANCING ACTIVITIES
Share issue costs	(36,749)	(17,500)
Proceeds from the issuance of share capital	1,197,500	1,451,250
Net cash and cash equivalents provided (used) in financing activities	1,160,751	1,433,750
Increase (decrease) in cash and cash equivalents for the year	(622,390)	(1,386,209)
Cash and cash equivalents, beginning of year	1,152,735	2,538,944
Cash and cash equivalents, end of year	$ 530,345	$ 1,152,735
Cash paid during the year for interest	$ -	$ -
Cash paid during the year for income taxes	$ -	$ -

Supplemental information:

During the year ended March 31, 2025, the Company issued 18,100,000 common shares valued at $2,395,250 pursuant to agreements to acquire exploration and evaluation assets (Note 4,6), and issued warrants valued at $11,171 as finders' fees.

During the year ended March 31, 2024, the Company issued 1,625,000 common shares valued at $239,000 pursuant to agreement to acquire exploration and evaluation assets (Note 6), received an investment valued at $100,000 in settlement of debts (Note 11), distributed the Nicobat property valued at $528,471 to investors (Note 4) and issued warrants valued at $1,949 as finders' fees.

The accompanying notes are an integral part of these consolidated financial statements.

USHA RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Expressed in Canadian Dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Usha Resources Ltd. (the "Company" or "USHA") was incorporated under the Business Corporations Act (British Columbia) on February 26, 2018.

The Company is listed for trading on the TSX Venture Exchange ("TSX-V") under the symbol USHA.V, the OTCQB Exchange under the symbol USHAF and the Frankfurt Stock Exchange under the symbol JO0. The Company's head office address is 1575 Kamloops Street, Vancouver BC, V5K 3W1, Canada. The registered and records office address is Bentall 5, 1008 – 550 Burrard Street, Vancouver, BC, V6C 2B5, Canada.

The Company's business is to acquire and explore interests in mineral properties located in North America. Its portfolio includes Jackpot Lake, a lithium brine project in Nevada, three (3) lithium pegmatite projects in Ontario, White Willow, Triangle Lake, Gathering Lake, and Southern Arm, a copper-gold project in Quebec.

The Company also owns 2,000,000 shares of Formation Metals Inc. ("FMI") with whom the Company completed an Arrangement Agreement (the "Agreement") whereby in exchange for transferring its 85% interest in the Nicobat Nickel Project, USHA shareholders were issued one (1) share of FMI with respect to every five (5) shares of USHA owned on April 12, 2023. Pursuant to the Arrangement and on the payable date of April 20, 2023, USHA completed the transfer of the Nicobat property and distributed 9,480,476 common shares of FMI to the USHA shareholders on a pro rata basis (Note 4).

The Company's exploration and evaluation properties are at the exploration stage. The business of exploring for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. Major expenses may be required to establish ore reserves, to develop metallurgical processes, to acquire construction and operating permits and to construct mining and processing facilities.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of operations of such properties, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, unregistered prior agreements, unregistered claims, aboriginal claims, and non-compliance with regulatory and environmental requirements. The Company's assets may also be subject to increases in taxes and royalties, renegotiation of contracts, political uncertainty and currency exchange fluctuations and restrictions.

These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company.

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. Different basis of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at March 31, 2025, the Company had not advanced its properties to commercial production and is not able to finance day to day activities through operations. The Company's ability to continue as a going concern is dependent upon successful results from its exploration activities and its ability to raise equity capital or borrowings sufficient to meet current and future obligations. There are many external factors that can adversely affect general workforces, economies and financial markets globally. Examples include but are not limited to the COVID-19 global pandemic from March 2020 and political conflicts in other regions. While the Company has been successful in obtaining its required financing in the past, there is no assurance that such financing will be available or be available on favourable terms. An inability to raise additional financing may impact the future assessment of the Company as a going concern. The consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. These material uncertainties may cast significant doubt upon the Company's ability to continue as a going concern.

2. BASIS OF PREPARATION

These consolidated financial statements have been prepared using accounting policies consistent with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB"). These consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, these

USHA RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Expressed in Canadian Dollars)

consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Critical accounting estimates and judgments

The preparation of these consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these judgments, estimates and assumptions could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in future periods.

The information about significant areas of judgment considered by management in preparing the consolidated financial statements is as follows:

i) The carrying value and the recoverability of exploration and evaluation assets included in the statements of financial position. The cost model is utilized and the value of the exploration and evaluation assets is based on the expenditures incurred. At every reporting period, management assesses the potential impairment which involves assessing whether or not facts or circumstances exist that suggest the carrying amount exceeds the recoverable amount.

ii) The inputs used in calculating the fair value for share-based payments expense included in profit or loss and share-based share issuance costs included in shareholders' equity. The share-based payments expense is estimated using the Black-Scholes options-pricing model as measured on the grant date to estimate the fair value of stock options. This model involves the input of highly subjective assumptions, including the expected price volatility of the Company's common shares, the expected life of the options, and the estimated forfeiture rate.

iii) The valuation of shares issued in non-cash transactions. Generally, the valuation of non-cash transactions is based on the value of the goods or services received. When this cannot be determined, it is based on the fair value of the non-cash consideration. When non-cash transactions are entered into with employees and those providing similar services, the non-cash transactions are measured at the fair value of the consideration given up using market prices.

iv) Deferred tax assets are recognized in respect of tax losses and other temporary differences to the extent it is probable that taxable income will be available against which the losses can be utilized. Judgment is required to determine the amount of deferred tax assets that can be recognized based upon the likely timing and level of future taxable income together with future tax planning strategies.

Segment information

The Company has one reportable operating segment, being the acquisition and exploration of mineral properties. The Company's non-current assets on a geographic basis are as follows:

	March 31, 2025	March 31, 2024
Canada	$ 5,481,149	$ 1,416,854
USA	2,709,212	2,715,785
	$ 8,190,361	$ 4,132,639

3. MATERIAL ACCOUNTING POLICY INFORMATION

The Company has consistently applied the following accounting policies to all periods presented in these consolidated financial statements, except if mentioned otherwise.

In addition, the Company adopted Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2). The amendments require the disclosure of 'material' rather than 'significant', accounting policies. Although the amendments did not result in any changes to the accounting policies themselves, they impacted the accounting policy information disclosed in Note 3 in certain instances.

USHA RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Expressed in Canadian Dollars)

Basis of consolidation

These consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary, Usha Resources (USA) Corp. which was incorporated on June 1, 2020. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All material intercompany transactions and balances have been eliminated.

Foreign exchange

The functional currency is the currency of the primary economic environment in which the entity operates and has been determined for the Company and its subsidiaries to be the Canadian dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of changes in Foreign Exchange Rates.

Transactions in currencies other than the Canadian dollar are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, the monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the exchange rate at the reporting date, while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in the statement of operations in the period in which they arise.

Cash and cash equivalents

Cash and cash equivalents comprise cash on deposit with banks and highly liquid short-term interest-bearing investments that may be redeemed at any time or with a term to maturity at the date of purchase of 90 days or less which are subject to an immaterial risk of change in value.

Exploration and evaluation assets

Pre-exploration costs are expensed as incurred. Costs related to the acquisition and exploration of mineral properties are capitalized by property until the commencement of commercial production. If commercially profitable ore reserves are developed, capitalized costs of the related property are reclassified as mining assets after an impairment test and amortized using the unit of production method. If, after management review, it is determined that capitalized acquisition, exploration and evaluation costs are not recoverable over the estimated economic life of the property, or the property is abandoned, or management deems there to be an impairment in value, the property is written down to its net realizable value.

Any option payments received by the Company from third parties or tax credits refunded to the Company are credited to the capitalized cost of the mineral property. If payments received exceed the capitalized cost of the mineral property, the excess is recognized as income in the year received. The amounts shown for mineral properties do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development, and future profitable production or proceeds from the disposition thereof.

Impairment

At the end of each reporting period, the Company's assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than the carrying amount, the carrying amount of the asset is reduced to the recoverable amount and the impairment loss is recognized in the profit or loss for the period. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

USHA RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Expressed in Canadian Dollars)

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Provision for environmental rehabilitation

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of mineral properties and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future rehabilitation cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to mining assets along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The rehabilitation asset is depreciated on the same basis as mining assets.

The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to mining assets with a corresponding entry to the rehabilitation provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates. Changes in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to profit and loss for the year. The Company had no provisions for environmental rehabilitation as at March 31, 2025.

Loss per share

The Company presents basic loss per share for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

Share-based payments

The Company may grant stock options to acquire common shares of the Company to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes or provides services similar to those performed by an employee.

The fair value of stock options is measured on the date of grant, using the Black-Scholes option pricing model, and is recognized over the vesting period. Consideration paid for the shares on the exercise of stock options is credited to share capital.

In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received.

Flow-through common shares

Resource expenditure deductions for income tax purposes related to exploration activities funded by flow-through share arrangements are renounced to investors in accordance with Canadian income tax legislation. On issuance, the Company bifurcates the flow-through share into i) a flow-through share premium, equal to the estimated premium, if any, investors pay for the flow-through feature, which is recognized as a liability and ii) share capital. Upon expenses being incurred, the Company derecognizes the flow-through premium liability for the amount of tax reduction renounced to the shareholders. The premium is recognized as other income.

Proceeds received from the issuance of flow-through shares are restricted to be used for only Canadian resource property exploration expenditures within a two-year period. The Company may also be subject to a Part XII.6 tax on flow-through proceeds renounced under the "Look-back" Rule, in accordance with the Government of Canada flow-through regulations. When applicable, this tax is accrued as a financial expense until paid.

Income taxes

Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized

USHA RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Expressed in Canadian Dollars)

in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded by providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities which affect neither accounting nor taxable loss as well as differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Financial instruments

IFRS 9 establishes three primary measurement categories for financial assets: fair value through profit and loss ("FVTPL"), fair value through other comprehensive income ("FVOCI") and amortized cost. The basis for classification depends on the entity's business model and the contractual cash flow characteristics of the instrument.

Classification

The Company determines the classification of its financial instruments at initial recognition. Upon initial recognition, a financial asset is classified as measured at: amortized cost, fair value through profit and loss ("FVTPL"), or fair value through other comprehensive income (loss) ("FVOCI"). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial liability is classified and measured at amortized cost or FVTPL.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:

it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as FVTPL:

it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

An equity investment that is held for trading is measured at FVTPL. For other equity investments that are not held for trading, the Company may irrevocably elect to designate them as FVOCI. This election is made on an investment-by-investment basis.

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has elected to measure them at FVTPL.

The Company classifies its financial instruments as follows:

USHA RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Expressed in Canadian Dollars)

Asset or Liability	IFRS 9 Classification
Cash and cash equivalents	Amortized cost
Receivables (excluding sales taxes receivable)	Amortized cost
Investments	FVTPL
Accounts payable and accrued liabilities	Amortized cost
Due to related parties	Amortized cost

Measurement

Initial measurement

On initial recognition, all financial assets and financial liabilities are measured at fair value adjusted for directly attributable transaction costs except for financial assets and liabilities classified as FVTPL, in which case the transaction costs are expensed as incurred.

Subsequent measurement

The following accounting policies apply to the subsequent measurement of financial instruments:

Financial assets at FVTPL

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

Financial assets at amortized cost

These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

Equity investments at FVOCI

These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.

Debt investments at FVOCI

These assets are subsequently measured at fair value. Interest income is calculated using the effective interest rate method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

Impairment of financial instruments

Impairment of financial assets at amortized cost: The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a material increase in credit risk. To assess whether there is a material increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information.

Leases

The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For new leases, a right-of-use asset is initially measured at the amount of the liability plus any initial direct costs. After lease commencement, the lessee shall measure the right-of-use asset at cost less accumulated depreciation and accumulated impairment.

USHA RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Expressed in Canadian Dollars)

IFRS 18 Presentation and Disclosure in the Financial Statements

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in the Financial Statements, to replace IAS 1, Presentation of Financial Statements. This new standard sets out requirements for the presentation and disclosure of information in financial statements, including:

i) classifying all income and expense into specified categories and provide specified totals and subtotals in the statement of income or loss,
ii) how information is aggregated or disaggregated, and
iii) the disclosure of management-defined performance measures.

Retrospective application of this standard is mandatory for annual periods starting from January 1, 2027 onwards but earlier application is permitted provided that this fact is disclosed. The Company has not applied this standard in preparing these consolidated financial statements as it plans to adopt the standard at its effective date. As at March 31, 2025, the impact of adopting this standard on the consolidated financial statements is currently under assessment.

4. EXPLORATION AND EVALUATION ASSETS

The Company incurred expenditures on the properties as follows:

USHA RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2025 AND 2024

(Expressed in Canadian Dollars)

Acquisition Costs	Nicobat, Ontario	Lost Basin, Arizona	Jackpot Lake, Nevada	Southern Arm, Quebec	Ontario Lithium Pegmatite Portfolio		Total
					White Willow, Ontario	Other properties, Ontario
Balance, March 31, 2023	$ 245,000	$ 299,162	$ 1,086,384	$ -	$ 351,025	$ -	$ 1,981,571
Issuance of common shares	-	-	-	-	94,500	144,000	238,500
Cash consideration	-	-	-	-	50,000	110,350	160,350
Impairment	-	(299,162)	-	-	-	(18,500)	(317,662)
Transfer of property on spin-out	(245,000)	-	-	-	-	-	(245,000)
Balance, March 31, 2024	-	-	1,086,384	-	495,525	235,850	1,817,759
Issuance of common shares	-	-	-	237,500	-	2,157,750	2,395,250
Cash consideration	-	-	-	-	-	20,000	20,000
Impairment	-	-	-	-	-	(48,750)	(48,750)
Balance, March 31, 2025	-	-	1,086,384	237,500	495,525	2,364,850	4,184,259
Exploration Advances:
Balance, March 31, 2023 and March 31, 2024	-	-	60,667	-	-	-	60,667
Balance, March 31, 2025	-	-	60,667	-	-	-	60,667
Exploration Expenditures:
Balance, March 31, 2023	283,472	202,551	1,171,273	-	-	-	1,657,296
Assay sampling	-	-	-	-	68,940	19,548	88,488
Consulting fees	-	-	23,954	-	122,570	-	146,525
Claim stacking	-	-	15,132	-	-	-	15,132
Drilling expenses	-	-	221,208	-	-	-	221,208
Exploration expenses	-	-	115,174	-	463,215	114,797	693,186
Ministry grant	-	-	-	-	(200,000)	-	(200,000)
Impairment	-	(202,551)	-	-	-	(4,592)	(207,143)
Transfer of property on spin-out	(283,472)	-	-	-	-	-	(283,472)
Transportation and road work	-	-	21,993	-	-	1,000	22,993
Balance, March 31, 2024	-	-	1,568,734	-	454,725	130,753	2,154,213
Assay sampling	-	-	-	-	1,674	-	1,674
Consulting fees	-	-	21,302	80,000	47,783	-	149,085
Claim stacking	-	-	50,702	-	-	-	50,702
Drilling expenses	-	-	538	-	-	-	538
Exploration expenses	-	-	(79,115)	925,080	5,700	-	851,665
Impairment	-	-	-	-	-	(32,441)	(32,441)
Balance, March 31, 2025	-	-	1,562,161	1,005,080	509,882	98,312	3,175,436
Total costs, March 31, 2024	$ -	$ -	$ 2,715,785	$ -	$ 950,250	$ 366,603	$ 4,032,639
Total costs, March 31, 2025	$ -	$ -	$ 2,709,212	$ 1,242,580	$ 1,005,407	$ 2,463,162	$ 7,420,361

Title to exploration and evaluation assets

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties is in good standing.

Nicobat property, Ontario, Canada

The Company's first acquisition was the Nicobat Project in Ontario, Canada. The Company had an 85% interest that was subsequently spun-out into its former subsidiary, Formation Metals Inc., whereby through an Arrangement Agreement, USHA shareholders were issued one (1) share of FMI with respect to every five (5) shares of USHA owned on April 12, 2023. Pursuant to the arrangement agreement and on the payable date of April 20, 2023, USHA

USHA RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Expressed in Canadian Dollars)

completed the transfer of the Nicobat property and distributed 9,480,476 common shares of FMI to the USHA shareholders on a pro rata basis.

The carrying value of the net assets transferred to FMI, pursuant to the Arrangement, consisted of the following assets:

Carrying value of exploration and evaluation assets	$ 528,471
Fair value of net assets transferred	647,579
Gain on transfer of spin-out assets	$ 119,108

In accordance with IFRIC 17, Distribution of Non-cash Assets to Owners, the Company recognized the transfer of net assets to Usha shareholders at carrying amount of the net assets recognized in the consolidated statement of loss and comprehensive loss. The Arrangement resulted in a reduction of share capital amounting to $528,471 during the year ended March 31, 2024.

Lost Basin property, Arizona, USA

The Company's second acquisition was the Lost Basin Project in Arizona, USA. The Company entered into a binding Letter of Intent with AJA Mining LLC and Gold Basin Mining EXP LLC on June 3, 2020, whereby the Company was granted the exclusive option to acquire 100% interest in 133 mineral claims in exchange for annual lease payments of US$25,000, issuance of 1,000,000 shares upon Exchange approval of the transaction, and within three years make a final payment of US$3,000,000 in cash or common shares.

During the year ended March 31, 2024, the Company did not make the final payment and therefore, terminated the agreement. The Company recorded an impairment of $501,714 as property write-off for the acquisition and exploration expenditures related to the asset, reducing the value to $nil.

Jackpot Lake, Nevada, USA

The Company's third acquisition was the Jackpot Lake Lithium Brine Property ("Jackpot Lake") located within Clark County, 35 kilometres northeast of Las Vegas, Nevada, and is comprised of 140 mineral claims (the "core claims") that total 2,800 acres (approximately 11.3 km²). The Company has also staked 302 claims totalling 5,914 acres surrounding the 140 optioned claims. The total footprint of the project now comprises 442 mineral claims with a total area footprint of approximately 35.3 square kilometres or 8,714 acres.

The Company has exercised its option to acquire a 100% interest in the core claims and is now the legal and beneficial owner of the core claims subject to a 1% Gross Overriding Royalty, which can be repurchased by the Company for $1,000,000. The Company made the following payments to Ares Strategic Mining Inc. to earn 100%:

On May 2, 2022, the Company completed its first payment of $75,000 cash and issued 1,678,062 common shares valued at $570,541.
On September 14, 2022, the Company completed its second payment and issued 745,033 common shares valued at $225,000.
On March 9, 2023, the Company completed its final payment and issued 654,070 common shares valued at $215,843.

On March 15, 2024, the Company entered into a letter of intent (LOI) with Stardust Power Inc. ("Stardust Power") granting Stardust Power the right to earn up to a 90-per-cent interest, subject to a 2-per-cent net smelter royalty (NSR), in Jackpot Lake.

A non-refundable sum of $75,000 (U.S.) has been paid to Usha by Stardust Power pursuant to the LOI. The LOI is non-binding. The transaction is subject to the satisfaction of a number of conditions, including Stardust Power's satisfactory commercial and legal due diligence, the negotiation and execution of definitive agreements, and the approval of the TSX-V. The Company cautions that there is no guarantee that the definitive agreement will be completed or that the other conditions will be satisfied. The Company paid a finder fee of $7,500 (U.S.) in relation to the LOI.

USHA RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2025 AND 2024

(Expressed in Canadian Dollars)

White Willow Property, Ontario, Canada

The Company’s fourth project is the White Willow Lithium Pegmatite Property located within the Thunder Bay Mining Division near Atikokan, Ontario.

The option agreement comprised 712 unpatented mining claims totalling 15,510 hectares that were optioned through two (2) agreements, an option agreement and assignment agreement, whereby for total consideration of $220,000 cash and 3,600,000 common shares of the Company as indicated in the table below it would acquire 100% interest in the claims:

	Vendor		Assignor		Total
Payment	Cash	Shares	Cash	Shares	Cash	Shares
Signing	$50,000^{1}	500,000	$20,000^{1}	350,000	$70,000	850,000
1st Anniversary	$50,000	500,000^{2}	-	500,000^{2}	$50,000	1,000,000
2^{nd} Anniversary	$50,000	500,000^{2}	-	750,000^{2}	$50,000	1,250,000
3^{rd} Anniversary	$50,000	500,000^{2}	-	-	$50,000	500,000
Total	$200,000	2,000,000	$20,000	1,600,000	$220,000	3,600,000
Notes	1. Payable within five (5) days from receipt of approval to the Agreements from the Exchange (the “Approval”).
2. Shares of the Company are to be issued at a deemed value based on the Discounted Market Price at the time of issuance.

The Company completed its first payment of $70,000 cash and issued 850,000 common shares valued at $0.25 per share for a total consideration of $280,500 to the Vendor and Assignor on March 28, 2023.

The Company completed its second payment of $50,000 cash and issued 1,000,000 common shares valued at $0.095 per share for a total consideration of $145,000 to the Vendor and Assignor on March 27, 2024.

The Company completed its third payment and issued 750,000 common shares valued at $0.035 to the Assignor on May 1, 2025 and completed partial third payment of $25,000 cash to the Vendor on June 16, 2025.

Other Properties, Ontario, Canada

The other properties comprise of the following option agreements:

Nym Lake, 8 unpatented mining claims, March 29, 2023
Rubidium Ridge, 141 unpatented mining claims, July 31, 2023
Bingo East, 21 unpatented mining claims, March 23, 2024
Bingo West, 86 unpatented mining claims, March 23, 2024
Abiwin, 38 unpatented mining claims, April 16, 2024
Lee Lake, Mead, Bluett, Gathering Lake and Triangle Lake projects, Ontario, Canada

Nym Lake

The option agreement comprised 8 unpatented mining claims within the centre of the property, whereby for total consideration of $100,000 cash and 600,000 common shares of the Company as indicated in the table below it would acquire 100% interest in the claims:

Payment	Cash	Shares
Signing	$15,000^{1}	150,000^{2}
1st Anniversary	$20,000	150,000^{2}
2^{nd} Anniversary	$25,000	150,000^{2}
3^{rd} Anniversary	$40,000	150,000^{2}
Total	$100,000	600,000
Notes	1. Payable within five (5) days from receipt of approval to the Agreements from the Exchange (the “Approval”).
2. Shares of the Company are to be issued at a deemed value based on the Discounted Market Price at the time of issuance.

On April 26, 2023, the Company completed its first payment of $15,000 cash and issued 150,000 common shares valued at $0.285 for a total consideration of $57,750 to the Vendor of the Nym Claims.

USHA RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2025 AND 2024

(Expressed in Canadian Dollars)

On February 22, 2024, the Company completed its first anniversary payment of $20,000 cash to the Vendor of the Nym Claims. On April 16, 2024, the Company completed its first anniversary payment of shares and issued 150,000 common shares valued at $0.11 for a total consideration of $16,500 to the Vendor of the Nym Claims.

Rubidium Ridge

The option agreement comprised 141 unpatented mining claims adjacent to the west of the property whereby for total consideration of $100,000 cash and 800,000 common shares of the Company as indicated in the table below it would acquire 100% interest in the claims:

Payment	Cash	Shares
Signing	$15,000^{1}	200,000^{2}
1st Anniversary	$20,000	200,000^{2}
2^{nd} Anniversary	$25,000	200,000^{2}
3^{rd} Anniversary	$40,000	200,000^{2}
Total	$100,000	800,000
Notes	1. Payable within five (5) days from receipt of approval to the Agreements from the Exchange (the “Approval”).
2. Shares of the Company are to be issued at a deemed value based on the Discounted Market Price at the time of issuance.

On July 18, 2023, the Company completed part of the first payment for the Rubidium Ridge option, paying $15,000 cash to the optionors. On August 22, 2023 the Company completed its first payment for the option by issuing 200,000 common shares valued at $0.135 for a total consideration of $42,000 to the optionors.

On May 14, 2024, the Company issued 200,000 common shares valued at $0.10 for a total consideration of $20,000 to the optionors. On May 31, 2024, the Company paid $20,000 cash to the optionors completing the 1st Anniversary payments.

Bingo East

The acquisition comprised 21 unpatented mining claims adjacent to the east of the Bingo target whereby for total consideration of 3,000,000 common shares the Company earned a 100% interest in the claims.

The Company completed payment for the Bingo East claims by issuing 3,000,000 common after receiving approval from the TSX Venture Exchange on April 11, 2024.

Bingo West

The acquisition comprised 86 unpatented mining claims adjacent to the west of the Bingo target whereby for total consideration of 12,000,000 common shares the Company earned a 100% interest in the claims.

The Company completed payment for the Bingo West claims by issuing 12,000,000 common shares after receiving approval from the TSX Venture Exchange on April 11, 2024.

Abiwin Lake

The option agreement comprised 38 unpatented mining claims to the immediate northwest of the property whereby for total consideration of $100,000 cash and 1,000,000 common shares of the Company as indicated in the table below it would acquire 100% interest in the claims:

Payment	Cash	Shares
Signing	$15,000^{1}	250,000^{2}
1st Anniversary	$20,000	250,000^{2}
2^{nd} Anniversary	$25,000	250,000^{2}
3^{rd} Anniversary	$40,000	250,000^{2}
Total	$100,000	1,000,000
Notes	1. Payable within five (5) days from receipt of approval to the Agreements from the Exchange (the “Approval”).
2. Shares of the Company are to be issued at a deemed value based on the Discounted Market Price at the time of issuance.

The Company paid $15,000 cash and issued 250,000 common shares valued at $0.085 for a total consideration of $21,250 for the Abiwin Lake claims after receiving approval from the TSX Venture Exchange on May 6, 2024.

Lee Lake, Mead, Bluett, Gathering Lake and Triangle Lake projects, Ontario, Canada

USHA RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2025 AND 2024

(Expressed in Canadian Dollars)

On May 3, 2023, the Company entered into five (5) option agreements to acquire a 100% interest in five lithium pegmatite projects located in Ontario: Lee Lake, Mead, Bluett, Gathering Lake and Triangle Lake. The Company can acquire a 100% interest in the property by making payments of cash and common shares of the Company as follows:

Property	Lee Lake		Bluett		Mead		Gathering Lake		Triangle Lake
Payment	Cash	Shares	Cash	Shares	Cash	Shares	Cash	Shares	Cash	Shares
Signing	$10,000	75,000	$5,000	50,000	$5,000	50,000	$12,000	50,000	$13,350	50,000
1st Anniversary	$20,000	100,000	$12,500	75,000	$12,500	75,000	$12,500	75,000	$12,500	75,000
2nd Anniversary	$40,000	125,000	$20,000	100,000	$20,000	100,000	$20,000	100,000	$20,000	100,000
3rd Anniversary	$60,000	150,000	$25,000	187,500	$25,000	187,500	$25,000	187,500	$25,000	187,500
Total	$130,000	450,000	$62,500	412,500	$62,500	412,500	$69,500	412,500	$70,850	412,500

The Company completed its initial payment for each of Lee Lake, Mead, Bluett, Gathering Lake and Triangle Lake projects after receiving approval from the TSX Venture Exchange on June 6, 2023 by paying $45,350 cash and issuing 275,000 common shares valued at $0.27 each for a total consideration of $74,250.

During the year ended March 31, 2024, the Company elected to not proceed with the Bluett project, dropping the option, and recorded an impairment of $23,092 as property write-off for the acquisition and exploration expenditures related to the asset, reducing the value to $nil.

During the year ended March 31, 2025, the Company elected to not proceed with the Lee Lake and Mead Lake project, dropping the option, and recorded an impairment of $81,191 as property write-off for the acquisition and exploration expenditures related to the asset, reducing the value to $nil.

Subsequent to the year ended March 31, 2025, the Company entered into an amendment agreement (the "Amendment") to the Triangle and Gathering Lake option agreements with the vendor. Pursuant to the Amendment, the parties agreed to amend the payment terms of the option agreements whereby the Company will pay the vendor $5,000 cash and 5% of the consideration paid to the Company if the Company sells the Triangle Lake Property and Gathering Lake Property within one year from the date of execution of the Amendment. These amended payment terms replace all payment obligations of the Company under the Option Agreement that have not been paid to the Vendor. This payment of $5,000 was completed by the Company in May 2025.

Subsequent to the year ended March 31, 2025, the Company entered into a mineral option agreement with Molten Metals Corp. ("MMC") whereby MMC can earn up to 100% interest in the Triangle Lake and Gathering Lake Property. The consideration due is a total of $5,000 cash and the issuance of 1,375,000 shares of MMC, to be issued as to (i) 1,306,250 to the Company and (ii) 68,750 to the original property owner, to earn 100%. In May 2025, the Company received total consideration from MMC consisting of $5,000 in cash and 1,306,250 common shares, and the vendor received their consideration directly from MMC.

Southern Arm Property

The Company's sixth acquisition is a copper-gold project in Quebec. The property was optioned from Abitibi Metals Corp. and comprises of 200 hectares of prospective ground in the metal-rich northwest Abitibi sub province.

On July 17, 2024, the Company entered into an option agreement with Abitibi Metals Corp. to acquire a 100% interest in the Southern Arm Project for the following consideration:

2,500,000 shares to be issued within fifteen (15) days of acceptance of the agreement by the TSX-V;
2,500,000 shares to be issued on or before the first anniversary of the date of approval by the TSX-V; and
$2,000,000 in work expenditures before the second anniversary of the date of approval by the TSX-V.

On August 8, 2024, the Company issued 2,500,000 common shares at a price of $0.095 to Abitibi Metals after receiving approval from the TSX Venture Exchange.

USHA RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Expressed in Canadian Dollars)

5. CASH AND CASH EQUIVALENTS

Cash and cash equivalents of $530,345 (2024 – $1,152,735) consist of:

	March 31, 2025	March 31, 2024
Bank balances	$ 530,345	$ 142,156
Short term deposits	-	1,010,579
	$ 530,345	$ 1,152,735

6. SHARE CAPITAL

a) Authorized:

Unlimited common shares with no par value and unlimited preferred shares with no par value.

b) Issued:

During the year ended March 31, 2025, the Company issued 29,643,478 common shares pursuant to various acquisitions and exercise of stock options as stated below:

i) 12,000,000 common shares valued at $1,680,000 pursuant to agreement to acquire exploration and evaluation assets in Bingo West project in Ontario.

ii) 3,000,000 common shares valued at $420,000 pursuant to agreement to acquire exploration and evaluation assets in Bingo East project in Ontario.

iii) 150,000 common shares valued at $16,500 pursuant to agreement to acquire exploration and evaluation assets in Nym lake project in Ontario.

iv) 250,000 common shares valued at $21,250 pursuant to agreement to acquire exploration and evaluation assets in Abiwin project in Ontario.

v) 200,000 common shares valued at $20,000 pursuant to agreement to acquire exploration and evaluation assets in Rubidium Ridge project in Ontario.

vi) 2,500,000 common shares valued at $237,500 pursuant to agreement to acquire exploration and evaluation assets in Southern Arm Property.

vii) 1,000,000 stock options were exercised at a price of $0.06 per share.

viii) 100,000 stock options were exercised at a price of $0.285 per share.

ix) 2,400,000 stock options were exercised at a price of $0.10 per share.

x) 8,043,478 common shares pursuant to flow-through private placement at a price of $0.115 per share.

Following the issuance of the shares, there were 89,706,586 issued and outstanding common shares in the capital of the Company.

During the year ended March 31, 2025, as mentioned in (x) above, the Company completed a non-brokered private placement of 8,043,478 flow-through shares at $0.115 per share for gross proceeds of $925,000. The Company calculates the tax effect of the premium related to the issuance of flow-through shares by reviewing the value of the corresponding common shares and warrants issued. As a result, a premium of $160,870 was recognized as a flow-through premium liability upon issuance, which was derecognized and recognized as other income as the Company incurred eligible expenditures and renounced the corresponding tax benefits to shareholders. As at March 31, 2025, the flow-through premium liability outstanding relating to flow-through shares was $nil.

As part of the transaction, the Company granted 319,565 warrants as finders' fees, exercisable at $0.115 for a period of two years. The warrants were valued at $11,171 using the Black-Scholes option pricing model, assuming a life expectancy of two years, a risk-free interest rate of 3.35%, a forfeiture and dividend rate of nil, and volatility of 75.14%.

USHA RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Expressed in Canadian Dollars)

During the year ended March 31, 2024, the Company issued 12,975,714 common shares pursuant to the private placements, various acquisitions and exercise of warrants and stock options as stated below:

i) 300,000 stock options were exercised at a price of $0.29 per share.
ii) 300,000 stock options were exercised at a price of $0.26 per share.
iii) 600,000 stock options were exercised at a price of $0.16 per share.
iv) 50,000 stock options were exercised at a price of $0.355 per share.
v) 50,000 stock options were exercised at a price of $0.30 per share.
vi) 1,300,000 stock options were exercised at a price of $0.16 per share.
vii) 15,000 common shares pursuant to exercise of warrants at $0.30 per share
viii) 625,000 common shares valued at $144,000 pursuant to agreements to acquire exploration and evaluation assets in Nym Lake, Lee Lake, Mead, Bluett, Gathering Lake and Triangle Lake and Rubidium Ridge, lithium projects in Ontario.
ix) 1,785,714 common shares pursuant to flow-through private placement at a price of $0.14 per share.
x) 1,000,000 common shares pursuant to flow-through private placement at a price of $0.10 per share.
xi) 5,950,000 units pursuant to non-flow-through private placement at a price of $0.10 per unit. Each unit consisted of one common share in the capital of the Company and one transferable share purchase warrant exercisable at $0.20 per share for a period of two (2) years from the closing date of the private placement. No value was attributed to the warrant component of the units.
xii) 1,000,000 common shares valued at $95,000 pursuant to agreement to acquire exploration and evaluation assets in White Willow project in Ontario.

During the year ended March 31, 2024, as mentioned in (ix) and (x) above, the Company completed two non-brokered private placements of flow-through shares: (i) 1,785,714 shares at $0.14 per share for gross proceeds of $250,000, and (ii) 1,000,000 shares at $0.10 per share for gross proceeds of $100,000. In connection with the first placement, completed on October 17, 2023, the Company granted 125,000 finders' warrants exercisable at $0.20 for two years. The warrants were valued at $1,949 using the Black-Scholes option pricing model, based on a life expectancy of two years, a risk-free interest rate of 4.89%, a forfeiture and dividend rate of nil, and volatility of 67.92%.

The Company calculates the tax effect of the premium related to the issuance of flow-through shares by reviewing the value of the corresponding common shares and warrants issued. As a result, a total flow-through premium of $119,286 was recognized as a liability upon issuance. The premium is derecognized and recognized as other income as eligible expenditures are incurred and the related tax benefits are renounced to shareholders. As at March 31, 2024, $29,527 of the flow-through premium liability remained outstanding, representing the portion related to eligible expenditures not yet incurred.

As at March 31, 2025, there were nil (2024: nil) shares in escrow.

c) Stock options and Restricted share units

The Company maintains a Stock Option and Restricted Share Unit Plan (the "Plan") under which it is authorized to grant stock options and restricted share units to executive officers, directors, employees, and consultants. Under the Plan, the number of stock options that may be issued is limited to no more than 10% of the Company's issued and outstanding shares immediately prior to the grant, and the number of restricted share units that may be issued is limited to no more than 3,522,004 plan shares.

The exercise price of each stock option shall equal the market price of the Company's shares, less any applicable discount, as calculated on the date of grant. The options can be granted for a maximum term of five years and vest at the discretion of the Board of Directors.

During the year ended March 31, 2025, the Company granted nil stock options (2024 - 8,625,000) having a total fair value of $nil (2024 - $476,328) and a weighted average grant-date value of $nil (2024 - $0.13) per option. During the

USHA RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2025 AND 2024

(Expressed in Canadian Dollars)

year ended March 31, 2025, the Company recognized share-based compensation of $nil (2024 - $486,010) relating to options vested during the year.

The fair value of stock options granted was estimated on the date of grant using the Black-Scholes option pricing model, with the following weighted average assumptions:

	March 31, 2025	March 31, 2024
Risk-free interest rate	Nil%	4.34%
Expected dividend yield	Nil	Nil
Expected stock price volatility	Nil%	71.28%
Expected life	Nil	2 years
Expected forfeiture rate	Nil	Nil

During the year ended March 31, 2025, 3,500,000 (2024 - 2,600,000) of the outstanding stock options were exercised. The corresponding amount of $98,520 (2024 - $220,150) was transferred from reserves to share capital.

	Number	Weighted Average Exercise Price
Outstanding, March 31, 2023	3,432,774	$ 0.26
Granted	8,625,000	0.13
Exercised	(2,600,000)	0.19
Expired/Cancelled	(2,170,000)	0.26
Outstanding, March 31, 2024	7,287,774	$ 0.13
Exercised	(3,500,000)	0.08
Expired/Cancelled	(1,327,547)	0.29
Outstanding, March 31, 2025	2,460,227	$ 0.16

The following stock options were outstanding and exercisable as at March 31, 2025:

	Number of options outstanding	Number of options exercisable	Exercise Price	Expiry Date	Remaining contractual life (years)
Options	150,000	150,000	$ 0.20	September 17, 2025	0.47
Options	185,227	185,227	$ 0.20	July 5, 2026	1.26
Options	100,000	100,000	$ 0.29	April 12, 2025	0.03
Options	575,000	575,000	$ 0.16	August 3, 2025	0.34
Options	500,000	500,000	$ 0.20	August 28, 2025	0.41
Options	200,000	200,000	$ 0.16	August 29, 2025	0.41
Options	100,000	100,000	$ 0.18	September 6, 2025	0.44
Options	50,000	50,000	$ 0.20	November 9, 2025	0.61
Options	50,000	50,000	$ 0.06	March 13, 2026	0.95
Options	50,000	50,000	$ 0.06	March 13, 2026	0.95
Options	500,000	500,000	$ 0.06	March 13, 2026	0.95

During the year ended March 31, 2025, 1,327,547 (2024 - 2,170,000) of the outstanding stock options were cancelled or expired. The corresponding amount of $162,126 (2024 - $239,622) was transferred from reserves to deficit.

During the year ended March 31, 2025, the Company granted nil restricted share units (RSUs) (2024 - 3,050,000) having a total fair market value of $nil (2024 - $553,250) and recognized a pro-rated share-based compensation of $236,221 (2024 - $317,029) based on the vesting period of one year from the date of grant.

USHA RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2025 AND 2024

(Expressed in Canadian Dollars)

A summary of changes in outstanding restricted share units is as follows:

	Number	Weighted Average Exercise Price
Outstanding, March 31, 2023	-	$ -
Granted	3,050,000	0.18
Outstanding, March 31, 2024 and March 31, 2025	3,050,000	$ 0.18

The following restricted share units were outstanding as at March 31, 2025:

	Number of RSUs outstanding	Number of RSUs exercisable	Expiry Date	Remaining contractual life (years)
RSUs	50,000	50,000	February 28, 2026	0.92
RSUs	3,000,000	3,000,000	February 28, 2026	0.92

d) Warrants

As at March 31, 2025, the Company had 16,135,639 warrants outstanding.

A summary of changes in outstanding warrants is as follows:

	Warrants outstanding	Weighted Average Exercise Price
Outstanding and exercisable at March 31, 2023	18,163,813	$ 0.47
Warrants issued	6,075,000	0.20
Warrants expired	(3,295,822)	0.39
Warrants exercised	(15,000)	0.30
Outstanding and exercisable at March 31, 2024	20,927,991	$ 0.40
Warrants issued	319,565	0.12
Warrants expired	(5,111,917)	0.45
Outstanding and exercisable at March 31, 2025	16,135,639	$ 0.38

The following warrants were outstanding at March 31, 2025:

	Number of Shares	Exercise Price	Expiry Date
Warrants:
Agent’s warrants	510,305	$ 0.50	March 22, 2026
Agent’s warrants	125,000	$ 0.20	October 17, 2025
Agent’s warrants	319,565	$ 0.115	August 08, 2026
Non-flow through warrants	3,450,000	$ 0.20	November 03, 2025
Non-flow through warrants	2,500,000	$ 0.20	November 06, 2025
Non-flow through warrants	9,230,769	$ 0.50	March 22, 2026

During the year ended March 31, 2025, 286,227 (2024 - 157,337) of the outstanding agent's warrants expired. The corresponding amount of $30,142 (2024 - $27,067) was transferred from reserves to deficit.

RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer

USHA RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2025 AND 2024

(Expressed in Canadian Dollars)

of resources or obligations between related parties. Related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

The aggregate amount of expenses paid or payable to key management personnel consisting of directors, former directors or companies with common directors was as follows:

Name of the Key management personnel	Company's Name	Nature of Transaction	Year ended March 31, 2025	Year ended March 31, 2024
Deepak Varshney, CEO	Castello Q Development Corporation	Management fees/consulting fees	$ 180,000	$ 180,000
Navin Varshney, Director	N.K.V. Engineering & Consulting Ltd	Rent and administration charges	84,000	74,000
Khalid Naeem, CFO	Aterna Advisors Inc.	Accounting fees	40,000	36,000

Accounts payable included $17,963 (2024: $15,078) owed to directors and officers of the Company for operating expenses paid on behalf of the Company during the year ended March 31, 2025.

Accounts payable also included $3,515 (2024: $3,515) owed to Formation Metal Inc., an entity with common directors.

During the year ended March 31, 2024, the Company granted 1,650,000 RSUs to related parties as follows:

Name of the Key management personnel	Company's Name	Number of RSUs issued
Deepak Varshney, CEO	Castello Q Development Corporation	1,000,000
Navin Varshney, Director	N.K.V. Engineering & Consulting Ltd	500,000
Khalid Naeem, CFO	Aterna Advisors Inc.	150,000

8. FINANCIAL INSTRUMENTS

Fair value

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 – Inputs that are not based on observable market data.

The recorded values of cash and cash equivalents, receivables, prepaid expenses, investments, accounts payable and accrued liabilities approximate their fair values due to their short term to maturity.

Financial risk management

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below.

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company limits its exposure to credit risk by placing its cash and cash equivalents with a major financial institution. Management feels that the Company’s credit risk with respect to cash and cash equivalents is remote.

USHA RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Expressed in Canadian Dollars)

Interest rate risk

The Company is exposed to interest rate risk to the extent that the cash and cash equivalents maintained at the financial institutions is subject to a floating rate of interest. The interest rate risk on cash and cash equivalents is not considered significant.

Liquidity risk

All of the Company’s financial liabilities are classified as current and are anticipated to mature within the next fiscal year. The Company intends to settle these with funds from its positive working capital position. The Company manages its liquidity risk by forecasting cash flow requirements for its planned exploration and corporate activities and anticipating investing and financing activities. The risk to the going concern assumption is outlined in Note 1.

Foreign currency risk

Currency risk is the risk that the fair value or future cash flows from a financial instrument will fluctuate due to changes in foreign exchange rates. As at March 31, 2024, the Company did not have any financial instruments denominated in foreign currencies and considers foreign currency risk to be insignificant.

Price risk

Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

9. INCOME TAXES

A reconciliation of income taxes at statutory rates with reported taxes is as follows:

	2025	2024
Loss before income taxes	$ (162,515)	$ (3,433,859)
Combined Canadian federal and provincial statutory rate	27%	27%
Expected income tax recovery	$ (44,000)	$ (927,000)
Change in statutory, foreign tax, foreign exchange rates and other	(47,000)	(91,000)
Adjustment to prior years provision	25,000	(3,000)
Permanent difference	(116,000)	164,000
Impact of flow through shares	(51,000)	95,000
Share issue cost	(18,000)	(5,000)
Change in unrecognized deductible temporary differences	251,000	767,000
Net income tax recovery	$ -	$ -

The significant components of the Company’s unrecorded deferred tax assets are as follows:

	March 31, 2025	March 31, 2024
Deferred tax assets (liabilities):
Exploration and evaluation assets	$ -	$ -
Share issue costs	38,000	46,000
Non-capital losses available for future period	2,072,000	1,837,000
Total unrecognized deferred tax assets	$ 2,110,000	$ 1,883,000

USHA RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2025 AND 2024

(Expressed in Canadian Dollars)

The significant components of the Company’s unrecognized temporary differences and tax losses are as follows:

	2025	Expiry Date Range	2024	Expiry Date Range
Temporary differences
Exploration and evaluation assets	$ 4,055,000	No expiry date	$ 600,000	No expiry date
Share issue costs	141,000	2026 to 2029	185,000	2024 to 2048
Non-capital losses available for future period	7,673,000	2026 to 2045	6,306,000	2026 to 2044

Tax attributes are subject to review, and potential adjustment, by tax authorities.

10. CAPITAL MANAGEMENT

Capital is comprised of all the components of the Company’s shareholders’ equity as at March 31, 2025, the Company’s consolidated shareholders’ equity was $8,705,218 and there was no long-term debt outstanding. The Company manages its capital structure to maximize its financial flexibility adjusting it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital. Management reviews its capital management approach on an ongoing basis and believes that this approach is reasonable given the relative size of the Company. The Company is not subject to any externally imposed capital requirements or debt covenants. There were no changes in the Company’s approach to capital management during the year ended March 31, 2025.

11. INVESTMENTS

During the year ended March 31, 2024, the Company received 2,000,000 units of Formation Metals Inc. valued at $100,000, to settle $100,000 in debt with the Company. Each unit consisted of one share and one warrant, exercisable at $0.20 per share until November 3, 2025. The fair value as at March 31, 2025 is $0.385 per share and fair value adjustment as follows:

	Investment in Formation Metals Inc.
Fair value as at March 31, 2023	$ -
Additions	100,000
Fair value as at March 31, 2024	100,000
Fair value adjustment	670,000
Fair value as at March 31, 2025	$ 770,000

12. COMMITMENTS AND CONTINGENCIES

From time to time, the Company is engaged in various legal proceedings and claims that have arisen in the normal course of business. These matters are evaluated individually based on their nature, status, and potential financial impact, in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets. During the year ended March 31, 2024, the Company received a demand letter from a vendor related to the Jackpot Lake project, claiming payment for certain invoices issued during the year. Management believes these invoices should not have been billed, as the related work arose from the vendor’s own error, and the vendor had previously agreed to perform the corrective work at their own cost. As the parties were unable to reach a settlement and the vendor has indicated an intention to pursue litigation, the Company has recognized a provision of $100,000 in connection with this matter. The ultimate outcome of the dispute is uncertain and may differ from the amount accrued.

Additionally, the Company may enter into contracts for services in the normal course of operations. The Company’s current contractual commitments vary in terms and can be terminated upon sufficient notice.

In connection with the flow-through share financings in 2024, the Company is committed to incur qualifying Canadian Exploration Expenditures (as such term is defined in the Income Tax Act (Canada) totaling $925,000 by December 31, 2026. If the Company does not incur the required qualifying expenditures, it will be required to indemnify the

USHA RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Expressed in Canadian Dollars)

holders of the flow-through shares for any tax and other costs payable by them as a result of the Company not making the required expenditures. As at March 31, 2025, the Company has fulfilled its necessary qualifying exploration expenditures required in connection with the flow-through share financings.

On March 15, 2024, Usha Resources Ltd. signed a Letter of Intent with Stardust Power, Inc. granting Stardust Power exclusivity with respect to negotiations related to the Jackpot Lake Lithium Brine Project until June 30, 2025 (note 4).

13. SUBSEQUENT EVENTS

Subsequent to March 31, 2025:

On March 15, 2024, the Company signed a Letter of Intent with Stardust Power, Inc. granting Stardust Power exclusivity with respect to negotiations related to the Jackpot Lake Lithium Brine Project until December 31, 2024. The exclusivity has been extended to June 30, 2025.

On May 1, 2025, the Company completed its third payment and issued 750,000 common shares valued at $0.035 to the Assignor.

On May 1, 2025, the Company granted 250,000 RSUs to a Consultant, of which 50% vested immediately and were exercised on May 6, 2025. The remaining 50% will vest within six months from the grant date.

On May 4, 2025, the Company entered into an amendment agreement to the Triangle and Gathering Lake option agreements with the vendor. Pursuant to the Amendment, the parties agreed to amend the payment terms of the option agreements whereby the Company will pay the vendor $5,000 cash and 5% of the consideration paid to the Company if the Company sells the Triangle Lake Property and Gathering Lake Property within one year from the date of execution of the Amendment. These amended payment terms replace all payment obligations of the Company under the Option Agreement that have not been paid to the Vendor. This payment of $5,000 was completed by the Company in May 2025.

On May 5, 2025, the Company entered into a mineral option agreement with Molten Metals Corp. whereby MMC can earn up to 100% interest in the Triangle Lake and Gathering Lake Property. The consideration due is a total of $5,000 cash and issue of $1,375,000 shares of MMC, to be issued as to (i) 1,306,250 to the Company and (ii) 68,750 to the original property owner, to earn 100%. In May 2025, the Company received total consideration from MMC consisting of $5,000 in cash and 1,306,250 common shares, and the vendor received their consideration directly from MMC.

On May 13, 2025, the Company entered into a non-binding letter of intent with Totec Resources Ltd. ("Totec") for Totec to acquire from the Company an option to acquire a 100% interest in 240 claims currently forming part of the Company's White Willow Property.

On June 16, 2025, the Company completed partial third payment of $25,000 cash to the Vendor in connection with the White Willow property.

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Usha Resources Ltd. — Audit Report / Information 2025

47617_rns_2025-07-29_200ace6b-cf38-4e60-ae19-eb35e6b84bab.pdf

INDEPENDENT AUDITOR'S REPORT

Report on the Audit of the Consolidated Financial Statements

Opinion

Basis of Opinion

Material Uncertainty Related to Going Concern

Key Audit Matter

Other Matter

Other Information

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Supplemental information:

1. NATURE AND CONTINUANCE OF OPERATIONS

2. BASIS OF PREPARATION

Critical accounting estimates and judgments

Segment information

3. MATERIAL ACCOUNTING POLICY INFORMATION

Basis of consolidation

Foreign exchange

Cash and cash equivalents

Exploration and evaluation assets

Impairment

Provision for environmental rehabilitation

Loss per share

Share-based payments

Flow-through common shares

Income taxes

Financial instruments

Classification

Measurement

Initial measurement

Subsequent measurement

Financial assets at FVTPL

Financial assets at amortized cost

Equity investments at FVOCI

Debt investments at FVOCI

Impairment of financial instruments

Leases

IFRS 18 Presentation and Disclosure in the Financial Statements

4. EXPLORATION AND EVALUATION ASSETS

Title to exploration and evaluation assets

Nicobat property, Ontario, Canada

Lost Basin property, Arizona, USA

Jackpot Lake, Nevada, USA

White Willow Property, Ontario, Canada

Other Properties, Ontario, Canada

Nym Lake

Rubidium Ridge

Bingo East

Bingo West

Abiwin Lake

Southern Arm Property

5. CASH AND CASH EQUIVALENTS

6. SHARE CAPITAL

8. FINANCIAL INSTRUMENTS

Fair value

Financial risk management

Credit risk

Interest rate risk

Liquidity risk

Foreign currency risk

Price risk

9. INCOME TAXES

10. CAPITAL MANAGEMENT

11. INVESTMENTS

12. COMMITMENTS AND CONTINGENCIES

13. SUBSEQUENT EVENTS

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Usha Resources Ltd. Audit Report / Information 2025