Usha Resources Ltd. — Board/Management Information 2021

Aug 26, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1: Name and Address of Reporting Issuer

Usha Resources Ltd. (the “ Company ”) Suite 400 – 1681 Chestnut Street Vancouver, BC V6J 4M6

Item 2: Date of Material Change

August 25, 2021.

Item 3: News Release

A new release was issued and disseminated on August 25, 2021 and filed on SEDAR (www.sedar.com).

Item 4: Summary of Material Changes

The Company announced a change in directors. See Item 5 for details.

Item 5: Full Description of Material Change

The Company announced the appointment of Adrian Smith as a director of the Company, effective immediately.

Mr. Smith is currently the CEO of ArcPacific Resources Corp. and President and director of M3 Metals Corp. Mr. Smith is a professional geologist with over a decade of experience in the capital markets and mineral exploration and development sector. He has successfully executed multiple exploration programs and corporate strategies, including the acquisition, development and optioning of the Mohave Gold project in Arizona, USA during his time as CEO of M3 Metals Corp.

The Company also announces the resignation of Brian Moore as a director of the Company. The Company wishes to thank Mr. Moore for his contributions to the Company and wishes him the best in his future endeavors.

Mr. Smith will assist in the development of the Company’s Lost Basin gold-copper project (the “ Lost Basin Property ”) in Mohave County, Arizona and the Green Hills copper-cobalt project (the “ Green Hills Property ”) in Silver Bow and Madison Counties, Montana.

Item 6: Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7: Omitted Information

The update on the Company’s Green Hills Property and Lost Basin Property was omitted from this Material Change Report.

Item 8: Executive Officer

Deepak Varshney, CEO and Director T: 778.899.1780 E: info@usharesources.com

Item 9: Date of Report

August 26, 2021.