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Usha Resources Ltd. Capital/Financing Update 2022

Sep 26, 2022

47617_rns_2022-09-26_a17968b3-2c4d-4050-ac03-18c67e46a87b.pdf

Capital/Financing Update

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Form 51-102F3 Material Change Report

1. Name and Address of Company

Madoro Metals Corp.

Suite 700 – 838 West Hastings Street Vancouver, BC, V6C 0A6

(the “Company”)

2. Dates of Material Change(s)

September 26, 2022

3. News Release(s)

A news release was issued on September 26, 2022 and disseminated by Stockwatch pursuant to section 7.1 of National Instrument 51–102.

4. Summaries of Material Changes

The Company is pleased to announce that it has closed a non-brokered private placement financing in the amount of $483,500 (the “Placement”).

5. Full Description of Material Changes

News Release dated September 26, 2022 – See Schedule “A”.

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

Not applicable.

7. Omitted Information

No information has been omitted.

8. Executive Officer

Mr. Dusan Berka, President & CEO of the Company, is knowledgeable about the material change contained herein and may be reached at (604)-681-1568.

9. Date of Report

This report is dated September 26, 2022.

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SCHEDULE “A” to the Material Change Report dated September 26, 2022

MADORO CLOSES $483,500 PRIVATE PLACEMENT FINANCING

FOR RELEASE: SEPTEMBER 26, 2022

Vancouver, BC, Canada - Madoro Metals Corp. (“ Madoro ” or the “ Company ”) is pleased to announce that it has closed a non-brokered private placement financing in the amount of $483,500 (the “Placement”).

Under the terms of the Placement, Megastar has issued 9,670,000 units at a price of $0.05 per unit (a “Unit”). Each Unit comprises one common share in the capital of the Company and one-half of one transferable share purchase warrant. Each whole warrant (a “Warrant”) will allow the holder to purchase an additional common share of the Company at a price of $0.08 for a period of 24 months.

The proceeds of the Placement will be used towards exploration expenditures and general working capital. The securities issued under the Placement will be subject to a four-month and one-day hold period expiring on January **, 2023. The Placement remains subject to the final approval of the TSX Venture Exchange.

About Madoro Metals Corp.

Madoro Metals Corp. ( MDM | TSX Venture Exchange; MSTXF | OTC) is a Mexico-focused precious metals company engaged in exploration and development of three gold-silver projects in the state of Oaxaca, Mexico. The Yautepec, Magdalena, and Rama de Oro projects each consist of large epithermal systems that are highly prospective for precious metals in structural and geologic settings like those of nearby producing mines. Systematic exploration has advanced two of the projects towards drilling with the goal of discovering an economic mineral deposit.

ON BEHALF OF THE BOARD OF DIRECTORS

“DUŠAN BERKA”

Dušan Berka, P. Eng., President & CEO

For more information, please contact: Investor Relations via email at [email protected] ;

www.madorometals.com

#1450 – 789 West Pender Street Vancouver, BC, Canada V6C 1H2 Tel: +1 (604) 681-1568 Email: [email protected]

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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