Usha Resources Ltd.

BINDING LETTER OF INTENT

1575 Kamloops Street Vancouver, BC V5K 3W1

PRIVATE AND CONFIDENTIAL

Date for reference June 3, 2020

AJA MINING LLC 10923 Vallerosa Street LAS Vegas, Nevada 89141 Tax ID# 45 3933741

GOLD BASIN MINING EXP LLC 10923 Vallerosa Street LAS Vegas, Nevada 89141 Tax ID#: 46 0590208

Dear Sirs:

This binding letter of intent (" LOI ") sets out the terms and conditions pursuant to which AJA MINING LLC and GOLD BASIN MINING EXP LLC (collectively the " Optionors ") wish to grant to Usha Resources Ltd. (the " Optionee ") an exclusive option to acquire a 100% interest in certain 133 mineral claims (the “Mineral Claims” ), as more particularly described in Schedule "A" attached hereto (the " Property "), free and clear of any and all encumbrances and referred together herein as the " Acquisition ".

This LOI will constitute a legally binding and enforceable agreement between the Optionors and the Optionee.

1. The Optionors’ Representations and Warranties

The Optionor represent and warrants that:

(a) the Property is fully and accurately described in Schedule "A";
(b) the Optionors are duly incorporated companies in their jurisdiction and have obtained all the applicable approvals to enter into this LOI and grant the Option (defined below) to the Optionee;
(c) the Optionors are the sole legal and beneficial holders of the mineral rights on the Property;
(d)
the Optionors will have existing drill core access on the Property;
(e) the mineral claims (the " Mineral Claims ") comprising the Property are free and clear of all encumbrances;

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(f) the Mineral Claims have been properly and legally acquired and all payments with respect to the Mineral Claims have been paid in full on time; and
(g) there is no adverse claim including environmental claims or challenge against or to ownership of or title to any of the Mineral Claims, nor is there any basis therefore or interest therein, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof, and, no person has any royalty or other interest whatsoever in production from any of the Mineral Claims comprising the Property.

2. The Option

The Optionors hereby grant to the Optionee the exclusive right to earn a 100% undivided interest in the Property (the " Option "), which the Optionee may exercise, in its sole discretion, by completing the following:

(a) making a total payment in the amount of $USD 25,000 with respect to the lease of the Mineral Claims on or before the date that is 3 business days after the date upon which the Optionee has received approval from the TSX Venture Exchange of this LOI (the " Effective Date ");
(b) issuing a total of 1,000,000 (one million) common shares of the Optionee to the Optionors on or before the date that is 10 days from the Effective Date;
(c) making all annual payments and fees to the government with respect to the Property, which currently amount to USD 25,000 per year;
(d) making a total payment in the amount of USD 3,000,000 (three million United States dollars) to the Optionors in cash or common shares of the Optionee or a combination of cash and common shares of the Optionee within three years from the Effective Date. The common shares will be issued at a price which the closing price on the TSX Venture Exchange or another Canadian share exchange where the shares of the Optionee are listed as of the date preceding the date of the issuance of such common shares.

Upon the Optionee completing the exercise of the Option as provided for in subsections 3(a), 3(b) and 3(c) above, the Optionee will have earned a 100% ownership interest in the Property and the Optionors shall transfer the interest and title to the Property to the Optionee or to a subsidiary of the Optionee.

From the Effective Date, the Optionee shall have the exclusive right to operate and explore the Property directly or through a subsidiary of the Optionee. The Optionee shall comply with all applicable laws including the environmental and safety laws while exploring the Property.

3. Exercise of Option

Upon the date that the Optionee exercises the Option by fulfilling the requirements of Section 2:

(a) the Optionee shall be vested with a 100% undivided beneficial interest in the Property; and
(b) the Optionors shall deliver to the Optionee or a subsidiary of the Optionee (as indicated by the Optionee) a duly authorized and initiated and/or executed transfer of all right, title and interest in and to the Property in proper form for recording pursuant to the provisions

of applicable laws, conveying legal title to the Property free and clear of all encumbrances.

4. Exclusivity and Due Diligence

Subject to the termination of this LOI, from the date hereof the Optionors will:

(a) not, directly or indirectly, solicit, engage in, enter into agreements with, or initiate any discussions with any third party with respect to any transactions or proposed transactions that, directly or indirectly, involve a disposition of any rights or interests in and to the Property;
(b) promptly advise the Optionee of any material change in the condition of the Property; and
(c) permit the Optionee, through its agents and representatives, to carry out such due diligence investigations of the Property, as the Optionee considers necessary or advisable, and provide the Optionee with access to such of the Optionors’ books, records, documents and personnel relating to the Property as the Optionee may reasonably require.

5. Confidentiality and Disclosure

Each of the Optionors and the Optionee will keep strictly confidential the existence of this LOI and the subject matter hereof and will not make any disclosure thereof without the prior written consent of the others, except as may be required by any securities commission or stock exchange having jurisdiction over the Optionors or the Optionee or as may be required to comply with securities legislation applicable to the Optionors or the Optionee.

6. Termination by Notice

The Optionee may terminate this LOI at any time by giving written notice to that effect to the Optionors and, on receipt of such notice by the Optionors, this LOI will be terminated and the Optionee will have no obligation to make any of the payments in respect of the Option, or any portion thereof, that have not yet been made as of the date of termination.

7. Termination by Expiry

If the Optionee fails to make payments pursuant to Section 2 of this LOI on a timely basis, then this LOI will expire and the Optionee will have no obligation to make any of the payments in respect of the Option, or any portion thereof, that have not yet been made as of the date of termination.

8. Regulatory Approval

This LOI is subject to regulatory approval, including all required acceptances of the TSX Venture Exchange.

9. Currency

All references to currency herein are to lawful money of the United States of America.

10. Assignment

The Optionee shall have the right to assign this LOI and/or any of its rights pursuant to this LOI to a subsidiary of the Optionee without any prior consent of the Optionors. The Optionee shall provide notice to the Optionors of such assignment.

11. Governing Law

This LOI will be governed by, and is to be construed and interpreted in accordance with, the laws of the State of Arizona applicable therein notwithstanding the principles that would otherwise govern the choice of applicable law.

12. Independent Legal Advice

The parties to this LOI have been asked to obtain independent legal advice before signing this LOI and the parties represent, by signing this LOI that the have obtained such advice or have declined to seek independent legal advice on this LOI, despite having been given the opportunity to do so.

13. Counterparts

This LOI may be signed by the parties in one or more counterparts (and delivered by fax or email), each of which so signed will be deemed to be an original, and such counterparts together will constitute one and the same document.

If the foregoing correctly states your understanding of our agreement, please initial every page, sign and return the enclosed duplicate of this LOI to the undersigned.

Yours truly,