Usha Resources Ltd. — Capital/Financing Update 2023

Mar 22, 2023

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1:

Name and Address of Reporting Issuer

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

Item 2: Date of Material Change

March 22, 2023.

Item 3: News Release

A news release was issued and disseminated on March 22, 2023, and filed on SEDAR (www.sedar.com).

Item 4: Summary of Material Changes

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

Item 5: Full Description of Material Change

The Company announced that, further to its news releases of March 3, 2023 and March 16, 2023 and subject to approval of the TSX Venture Exchange (the “ Exchange ”), it has closed its Private Placement issuing 9,230,769 units (each a “ Unit ”) at $0.325 per Unit for the full increase in the Private Placement of total gross proceeds of $3,000,000 raised, due to investor demand.

Each Unit consisted of one common share (a “ Share ”) of the Company and one transferable common share purchase warrant exercisable at $0.50 per Share for a period of three (3) years from the closing date (the “ Closing Date ”) of the Private Placement.

The Company paid an aggregate of $167,130,56 cash and 510,302 finder’s warrants (the “ Finder’s Warrants ”) to Canaccord Genuity Corp., Research Capital Corporation, PI Financial Corp., Haywood Securities Inc., Leede Jones Gable Inc., Richardson Wealth Limited, Aligned Capital Partners Inc., GloRes Securities Inc., Hampton Securities Inc., and Gerhard Merkel.

The Finder’s Warrants are non-transferable, exercisable at $0.50 per Share for a period of three (3) years from the Closing Date and subject to a hold period of four months and one day from the Closing Date expiring on July 23, 2023.

The Company anticipates using the proceeds from the Private Placement for exploration activities on the Company’s properties in Nevada and Arizona and general working capital.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“ NI 45-106 ”), the securities were offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “ LIFE Exemption ”), which securities are not subject to a hold period pursuant to applicable Canadian securities laws, except for the securities issued to directors, officers, promoters, consultants, insiders and other persons whose shares will be subject to the hold period required by the Policies of the Exchange. In connection with the LIFE Exemption, the Company filed an offering document dated March 3, 2023, as amended March 16, 2023 on SEDAR under the Company’s profile at www.sedar.com and at www.usharesources.com.

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

Not applicable.

Item 7: Omitted Information

Not applicable.

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Item 8: Executive Officer

Deepak Varshney, CEO and Director.

For more information, please phone Tyler Muir, Investor Relations at 1.888.772.2452, email tmuir@usharresresources.com or visit www.usharesources.com.

Item 9: Date of Report

March 22, 2023.