Usha Resources Ltd. — Capital/Financing Update 2020

Oct 22, 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

October 21, 2020.

Item 3: News Release

A new release was issued and disseminated on October 16, 2020 and filed on SEDAR (www.sedar.com).

Item 4: Summary of Material Changes

The Company announced that it has closed the first 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 release of September 17, 2020, it is proceeding with the close of the first tranche of its Private Placement issuing an aggregate of 2,065,830 units (the “ Units ”) at $0.20 per Unit raising gross proceeds of $413,166.

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 TSX Venture Exchange (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 ”).

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 will pay finders' fees totaling $1,050 cash and 5,250 non-transferable finder warrants (the " Finder Warrants ") to PI Financial Corp. in accordance with applicable securities laws. The Finder’s Warrants are exercisable on the same terms as the Warrants issued in the Private Placement.

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 Company expects to close the second and final tranche of the Private Placement shortly.

The Company also announces that it is amending the terms of its flow-through private placement (the “ FT Private Placement ”) reducing the issuance price of the flow-through units (a “ FT Unit ”) from $0.30 per FT Unit to $0.25 per FT Unit. Each FT Unit will consist of one flow-through common share in the capital of the Company and one-half of one transferable Warrant, with each whole Warrant exercisable at $0.35 per Share, instead of $0.40 per Share as previously announced, for a period of 2 years subject to the Accelerated Expiry Provisions. The Company expects to raise up to $120,000 in the FT Private Placement through the issuance of up to 480,000 FT Units.

Closing of the Private Placement and FT Private Placement is subject to the approval of the TSXV.

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

Not applicable.

2

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

October 22, 2020.