Usha Resources Ltd. — Capital/Financing Update 2023

Oct 20, 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

October 17, 2023.

Item 3: News Release

A news release was issued and disseminated on October 20, 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 ”), it has closed its non-brokered private placement of $249,999.96 through the issuance of 1,785,714 flowthrough shares (each, a “ FT Share ”) at $0.14 per FT Share (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, it has closed its Private Placement of $249,999.96 through the issuance of 1,785,714 FT Shares at $0.14 per FT Share.

The FT Shares qualify as flow-through shares for purposes of the Income Tax Act (Canada). The Company will renounce said expenditures to the investors for the taxation year ending December 31, 2023.

The Company intends to use the net proceeds from the Private Placement to incur Canadian exploration expenses on its projects in Ontario prior to December 31, 2023.

The Company paid finder’s fees in the amount of $17,500 and issued 125,000 non-transferable finder’s warrant (the “ Finder’s Warrants ”) to GloRes Securities Inc. Each Finder’s Warrant is exercisable at $0.20 per common share for a period of two years from the date of closing of the Private Placement.

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 February 18, 2024.

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.

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

October 20, 2023.