Usha Resources Ltd. — Capital/Financing Update 2023

Nov 8, 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

November 3, 2023 and November 6, 2023.

Item 3: News Release

A newsrelease wasissued and disseminated on November 8, 2023, and filed on SEDAR+ (www.sedarplus.ca).

Item 4: Summary of Material Changes

The Company announced that, subject to the final approval of the TSX Venture Exchange (the "Exchange"), the Company has closed its non-brokered private placement of \$595,000 through the issuance of 5,950,000 units (each a "Unit") at \$0.10 per Unit (the "Private Placement"). See Item 5 for further details.

Item 5: Full Description of Material Change

The Company announced that, subject to the final approval of the Exchange, the Company has closed the first tranche of its Private Placement of \$595,000 through the issuance of 5,950,000 Units at \$0.10 per Unit.

No finder's fees were paid in connection with the private placement.

Each Unit consisted of one common share (a "Share") of the Company and one transferable common share purchase warrant exercisable at \$0.20 per Share for a period of two (2) years from the closing date (the "Closing Date") of the Private Placement. The Company intends to use the net proceeds from the Private Placement for exploration activities on the Company's properties in Nevada and Ontario and for general working capital. All securities issued are subject to the Exchange Hold Period and a four-month and one day hold period pursuant to securities laws in Canada expiring on March 4, 2024 and March 7, 2024.

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

Not applicable.

Item 7: Omitted Information

The Company omitted the White Willow update included in the news release dated November 8, 2023 from this material change report.

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

November 8, 2023.