Usha Resources Ltd. — Capital/Financing Update 2020

Dec 2, 2020

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Reporting Issuer

Usha Resources Ltd. (the “Company”)
Suite 804 – 750 West Pender Street
Vancouver, BC V6C 2T7

Item 2: Date of Material Change

November 23 and December 2, 2020.

Item 3: News Release

A new release was issued and disseminated on December 2, 2020 and filed on SEDAR (www.sedar.com).

Item 4: Summary of Material Changes

The Company announced that it has closed the final tranche of its non-brokered private placement (the “Private Placement”). See Item 5 for details.

Item 5: Full Description of Material Change

The Company announced that, further to its news releases of September 17, 2020, October 16, 2020 and November 2, 2020 and subject to final approval of the TSX Venture Exchange (the “TSXV”), it has closed the final tranche of Private Placement, issuing an aggregate of 599,440 units (the “Units”) at $0.20 per Unit and 487,000 flow-through units (the “FT Units”) at $0.25 per FT Unit raising gross proceeds of $241,638. The Company closed its first tranche off the Private Placement on October 21, 2020 and confirms receipt of $654,804 in total gross proceeds in both tranches.

The net proceeds from the Private Placement will be used for exploration at Usha’s Lost Basin and Nicobat projects and for working capital and general corporate purposes. The primary focus of Usha’s copper and gold exploration program at the Lost Basin project will be target generation through a systematic exploration work program that includes rock sampling, soil grid sampling, channel/saw cut sampling, mapping and geophysics, while the primary focus of Usha’s copper and nickel program at the Nicobat is expanding upon historical work to further define the near-surface geometry of plunging high-grade mineralization and test for its continuation.

Each Unit consists of one common share (a “Share”) of the Company and one-half of one transferable common share purchase warrant (each whole warrant a “Warrant”). Each Warrant entitles the holder to acquire an additional Share for a period of 2 years at an exercise price of $0.30 per Share, provided that in the event that the closing price of the Company’s Shares on the TSXV (or such other exchange on which the Company’s Shares may become traded) is $0.75 or greater per Share during any thirty (30) consecutive trading day period at any time subsequent to four months and one day after the closing date, the Warrants will expire at 4:00 p.m. (Vancouver time) on the 30th day after the date on which the Company provides notice of such accelerated expiry to the holders of the Warrants (the “Accelerated Expiry Provisions”).

Each FT Unit consists of one flow-through common share of the Company and one-half of one transferable Warrant. Each whole Warrant entitles the holder to acquire an additional Share for a period of 2 years at an exercise price of $0.35 per Share, subject to the Accelerated Expiry Provisions.

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2

All securities issued in the Private Placement will be subject to a four month and one day hold period plus the TSXV hold period. The Company paid finders' fees totaling $1,732.50 cash and 7,350 non-transferable finder warrants (the "Finder Warrants") to PI Financial Corp. and Haywood Securities Inc. in accordance with applicable securities laws. The Finder's Warrants are exercisable on the same terms as the Warrants issued in the Private Placement.

Deepak Varshney, CEO and a director of the Company, and Navin Varshney, a director of the Company, each subscribed for 100,000 FT Units in the Private Placement. As a result, the Private Placement is a related party transaction (as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101")). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the FT Units acquired by Deepak Varshney and Navin Varshney, nor the consideration for the FT Units paid by the insiders, exceed 25% of the Company's market capitalization.

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

Not applicable.

Item 7: Omitted Information

None.

Item 8: Executive Officer

Deepak Varshney, CEO and Director

T: 778.899.1780

E: info@usharesources.com

Item 9: Date of Report

December 2, 2020.