Usha Resources Ltd. — Management Reports 2022

Jul 29, 2022

USHA RESOURCES LTD. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MARCH 31, 2022

The effective date of this report is July 27, 2022

Management Discussion & Analysis:

Management’s discussion and analysis (“MD&A”) provides a detailed analysis of the results and financial condition of Usha Resources Ltd. (the “Company” or “Usha”) for the year ended March 31, 2022. The following management discussion and analysis, prepared as of July 27, 2022, should be read together with the audited consolidated financial statements for the year ended March 31, 2022 with the related notes attached thereto and the audited financial statements for the year ended March 31, 2021 with the related notes attached thereto, prepared in accordance with International Financial Reporting Standards (“IFRS”). The MD&A supplements, but does not form part of the financial statements. Management is responsible for the preparation of the financial statements and the MD&A for the year ended March 31, 2022. News releases and previous filings may be found on SEDAR at www.sedar.com.

Description of Business:

The Company was incorporated as a private company by Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) on February 26, 2018. The Company was classified as a Capital Pool Company as defined in the TSX Venture Exchange (“TSX-V”) Policy 2.4 and its Qualifying Transaction was approved by the regulatory authorities was approved by the TSX-V on December 6, 2019. The Company is listed for trading on the TSX Venture Exchange (“TSX-V”) under the symbol USHA.V, on the OTCQB® under the symbol USHAF, and the Frankfurt Stock Exchange under the symbol JO0.

The Company's business is to acquire and explore interests in mineral properties located in North America.

The Company’s first project was acquired as part of its Qualifying Transaction and is the Nicobat Project in Ontario, Canada. The company initially had a 51% interest which was subsequently increased by 34% in an amendment to the initial property purchase agreement (the “Amendment Agreement”) through the issuance of an additional 500,000 common shares of the Company (the “Shares”) to the Vendor, bringing its total interest to 85%. The Amendment Agreement and issuance of the Shares was approved by the TSX-V on June 23, 2020. On May 10, 2022, the Company announced unanimous Board of Director approval and support for the spinout transaction (the “Spinout”) to transfer the Nicobat Nickel-Copper-Cobalt property to its whollyowned subsidiary, Formation Metals Corporation (“Formation Metals” or “FMC”).

The Company’s second project is the Lost Basin Project in Arizona, USA. The Company entered into a binding Letter of Intent (“LOI”) with AJA Mining LLC and Gold Basin Mining EXP LLC (collectively, the “Optionors”) on June 3, 2020, whereby the Optionors granted the Company the exclusive option (the “Option”) to acquire (the “Acquisition”) 100% interest in certain 133 mineral claims in exchange for annual lease payments of US$25,000, issuance of 1,000,000 shares upon Exchange approval of the transaction, and within three years make a final payment of US$3,000,000. The LOI was approved by the TSX-V on August 19, 2020 and the shares were issued on August 26, 2020.

USHA RESOURCES LTD. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MARCH 31, 2022

The Company’s third project is the Jackpot Lake Project in Nevada, USA. This project was acquired subsequent to March 31, 2022, on May 2, 2022, when the Company received approval from the TSX-V for its mineral property option agreement with Ares Strategic Mining Inc. (the “Vendor”) to acquire a 100% interest in 140 mineral claims located in Clark County, Nevada for total consideration of $75,000 cash and $950,000 in shares over a 12-month period. The Company completed its first payment of $75,000 cash and issued 1,678,062 common shares to the vendor on May 2, 2022.

Forward Looking Statements:

This Management Discussion and Analysis contains certain forward-looking statements and information relating to Usha that is based on the beliefs of the Company, or management, as well as assumptions made by and information currently available to the Company or management. When used in this document, the words “anticipate”, “believe”, “estimate”, “expect”, ‘implied”, “intend” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties noted and the recent outbreak of an epidemic or a pandemic, the novel coronavirus (COVID-19). Should one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, implied, expected or intended. In each instance, forward-looking information should be considered in the light of the accompanying meaningful cautionary statements herein. Usha cautions that forward-looking statements involve risk and uncertainty.

Overall Performance

During the year ended March 31, 2022, the Company issued 8,066,335 common shares pursuant to the private placement, exercise of warrants and stock option as stated below:

• i. 3,414,335 shares were issued in a non-brokered private placement at a price of $0.30 per share.

• ii. 320,000 warrants were exercised at a price of $0.19 per share.

• iii. 3,007,000 warrants were exercised at a price of $0.19 per share.

• iv. 1,200,000 warrants were exercised at a price of $0.26 per share.

• v. 5,000 warrants were exercised at a price of $0.30 per share.

• vi. 50,000 stock options were exercised at a price of $0.10 per share.

• vii. 70,000 stock options were exercised at a price of $0.20 per share.

Following the issuance of the shares, there were 23,145,605 issued and outstanding common shares in the capital of the Company.

The Company’s loss for the year ended March 31, 2022 was $942,440 (2021: $467,622). Working capital at March 31, 2022 was $1,307,885.

USHA RESOURCES LTD. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MARCH 31, 2022

Summary of Exploration and Corporate Activities

The Company entered into an agreement dated March 7, 2019 with Emerald Lake Development Corporation (the “Vendor”) for the right to purchase an undivided 51% interest in a copper-nickelcobalt-polymetallic sulphide deposit referred to as the Nicobat Project, located in the Dobie Township in the Kenora Mining Division, Ontario. The Property consists of two combined surface and mining right patents which comprise 48 hectares. The purchase price of the Property was the issuance of 1,500,000 common shares of the Company to the Vendor at a fair value of $150,000; these shares were issued on December 6, 2019 and the Company acquired a 51% interest in the Property. In addition, the Company and a third-party company that holds a 15% interest in the Property shall pay the Vendor a 2.0% net smelter returns royalty upon the commencement of commercial production from the Property. The Company and the third-party company shall have the right at any time to acquire up to 1.5% of the royalty from the Vendor for the price of USD $2,000,000. This agreement constituted the Company’s Qualifying Transaction under the Capital Pool Companies policy of the TSX-V and the Qualifying Transaction has been approved by the TSX-V.

On May 11, 2020, the Company entered into an amendment agreement (the “Amendment Agreement”) with Emerald Lake Development Corporation (“Emerald Lake”) to the mineral property purchase agreement dated March 7, 2019, whereby Emerald Lake granted the Company the right to acquire an additional 34% interest in the Nicobat Property located in Northwest Ontario, for a total interest of 85%, in exchange for the issuance of 500,000 common shares at a price of $0.19 per Shares (issued) of the Company (the “Shares”). The Amendment Agreement and issuance of the Shares to Emerald Lake was approved by the TSX Venture Exchange on June 23, 2020.

On June 3, 2020, the Company entered into a binding Letter of Intent (“LOI”) with AJA Mining LLC and Gold Basin Mining EXP LLC (collectively, the “Optionors”) whereby the Optionors granted the Company the exclusive option (the “Option”) to acquire (the “Acquisition”) 100% interest in certain 133 mineral claims in exchange for annual lease payments of US$25,000, issuance of 1,000,000 shares upon Exchange approval of the transaction, and within three years make a final payment of US$3,000,000; which can be made in cash or with separate Exchange approval in shares. The LOI was approved by the TSX Venture Exchange on August 19, 2020 and the shares were issued on August 26, 2020.

During the year ended March 31, 2022, the Company issued 8,066,335 common shares pursuant to the private placement, exercise of warrants and stock option as stated below:

• i) 3,414,335 shares were issued in a non-brokered private placement at a price of $0.30 per share.

• ii) 320,000 warrants were exercised at a price of $0.19 per share. iii) 3,007,000 warrants were exercised at a price of $0.19 per share.

• iv) 1,200,000 warrants were exercised at a price of $0.26 per share.

• v) 5,000 warrants were exercised at a price of $0.30 per share. vi) 50,000 stock options were exercised at a price of $0.10 per share. vii) 70,000 stock options were exercised at a price of $0.20 per share.

USHA RESOURCES LTD. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MARCH 31, 2022

On November 12, 2021, the Company closed the first tranche of the non-brokered private placement, issuing an aggregate of 2,967,668 non-flow through units at $0.30 per unit raising gross proceeds of $890,300. On December 21, 2021, the Company closed the final tranche of the nonbrokered private placement, issuing an aggregate of 446,667 non-flow through units at $0.30 per unit raising gross proceeds of $134,000.

Each Unit consisted of one common share and one-half of one transferable share purchase warrant with each whole warrant exercisable at $0.45 per share for a period of two (2) years from the date of closing, provided that in the event that the closing price of the Company’s Shares on the TSXV (or such other exchange on which the Company’s Shares may become traded) is $0.75 or greater per share during any thirty (30) consecutive trading day period at any time subsequent to four months and one day after the closing date, the warrants will expire at 4:00 p.m. on the 30th day after the date on which the Company provides notice of such accelerated expiry. No value was attributed to the warrant component of the units.

On March 31, 2022, the Company announced that, subject to approval from the TSX-V, it had entered into a mineral property option agreement with Ares Strategic Mining Inc. of Vancouver, British Columbia, whereby the Company has been granted the exclusive option to acquire a 100% interest in 140 mineral claims located in Jackpot Lake, Clark County, Nevada in exchange for $75,000 cash and $950,000 in share payments over a 12-month period. The transaction was approved by the TSX-V on April 25, 2022 and the Company completed its first payment of $75,000 cash and 1,678,062 common shares on May 2, 2022 at a deemed price of $0.30 per Share, which price is based on the Company’s 10-day VWAP. The completed payments are recognized as an adjusting event on the reporting date for the year ended March 31, 2022.

As at March 31, 2022, there were 660,000 (2021: 1,320,000) shares in escrow.

The Company received share subscriptions of $34,000 for a non-brokered private placement announced in April 2022, subject to the approval of the Exchange.

Critical accounting policies and estimates

The preparation of the annual financial statements in accordance with International Financial Reporting Standards requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements. Actual results could differ from these estimates. A detailed description of these matters, as well as the significant accounting policies adopted by the Company are disclosed in the notes to the audited financial statements for the year ended March 31, 2022.

Financial Instruments

IFRS 9 establishes three primary measurement categories for financial assets: fair value through profit and loss (“FVTPL”), fair value through other comprehensive income (“FVOCI”) and amortized cost. The basis for classification depends on the entity’s business model and the contractual cash flow characteristics of the instrument.

USHA RESOURCES LTD. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MARCH 31, 2022

The Company determines the classification of its financial instruments at initial recognition. Upon initial recognition, a financial asset is classified as measured at: amortized cost, fair value through profit and loss (“FVTPL”), or fair value through other comprehensive income (loss) (“FVOCI”). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial liability is classified and measured at amortized cost or FVTPL.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as FVTPL:

• it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

An equity investment that is held for trading is measured at FVTPL. For other equity investments that are not held for trading, the Company may irrevocably elect to designate them as FVOCI. This election is made on an investment-by-investment basis.

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has elected to measure them at FVTPL.

The Company classifies its financial instruments as follows:

	IFRS 9
Asset or Liability	Classification
Cash	FVTPL
Receivables	Amortized cost
Accounts payable and accrued liabilities	Amortized cost

USHA RESOURCES LTD. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MARCH 31, 2022

A fuller description of financial instrument is provided in Note 3 to the audited financial statements for the year ended March 31, 2022.

Leases

The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For new leases, a right-of-use asset is initially measured at the amount of the liability plus any initial direct costs. After lease commencement, the lessee shall measure the right-of-use asset at cost less accumulated depreciation and accumulated impairment.

Selected Annual Information

The following table sets out certain audited financial information for the Company for each of the last three fiscal years.

ast three fiscal years.
Fiscal year ended March 31	2022	2021	2020
Loss and comprehensive loss	$ 942,440	$ 467,622	$ 178,959
Exploration & evaluation assets	988,645	939,622	161,568
Total assets	2,387,040	1,201,488	591,517
Deficit	1,690,497	748,057	280,435

Summary of Quarterly Results & Results of Operations

The table below provides, for each of the last eight quarterly periods, a summary of corporate losses and is derived from unaudited quarterly financial statements prepared by management. The Company’s condensed interim financial statements are prepared in accordance with IFRS applicable to interim financial statements and are expressed in Canadian dollars.

Loss per quarter Loss per share Property costs

April 1, 2020 - June 30, 2020	23,505.00	-	-
July 1, 2020 - Sept. 30, 2020	136,914.00	0.02	24,543.00
Oct. 1, 2020 - Dec. 31, 2020	177,892.00	0.01	372,825.00
Jan. 1, 2021 - March 31, 2021	129,311.00	0.01	51,772.00
Apr. 1, 2021 - Jun. 30, 2021	61,725.00	-	2,618.00
Jul. 1, 2021 - Sep. 30, 2021	322,319.00	0.02	31,988.00
Oct. 1, 2021 - Dec. 31, 2021	277,408.00	0.02	-
Jan 1,2022 - Mar 31,2022	280,988.00	0.01	14,418.00

USHA RESOURCES LTD. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MARCH 31, 2022

Discussion of Operations for the year ended March 31, 2022

Loss and comprehensive loss for the year ended March 31, 2022 was $942,440 (2021: $467,622) of which $71,569 (2021: $67,713) was spent on audit, accounting and legal fees. Regulatory and filing fees of $31,686 (2021: $40,948) were incurred for the year ended March 31, 2022. During the year ended March 31, 2022, the Company granted 435,227 incentive stock options with a fair value of $67,641 using the Black-Scholes option pricing model assuming a life expectancy of five years, a risk free interest rate of 0.99%, a forfeiture rate of nil, and volatility of 107.70%, the Company granted 25,000 incentive stock options with a fair value of $6,598 using the BlackScholes option pricing model assuming a life expectancy of two years, a risk free interest rate of 1.13%, a forfeiture rate of nil, and volatility of 110.13%, the Company granted 50,000 incentive stock options with a fair value of $13,808 using the Black-Scholes option pricing model assuming a life expectancy of two years, a risk free interest rate of 1.45%, a forfeiture rate of nil, and volatility of 110.37%, the Company granted 200,000 incentive stock options with a fair value of $53,087 using the Black-Scholes option pricing model assuming a life expectancy of two years, a risk free interest rate of 1.45%, a forfeiture rate of nil, and volatility of 110.42%, the Company granted 75,000 incentive stock options with a fair value of $7,750 using the Black-Scholes pricing model assuming a life expectancy of two years, a risk free interest rate of 1.50%, a forfeiture rate of nil, and volatility of 61.15%, the Company granted 100,000 incentive stock options with a fair value of $12,970 using the Black-Scholes pricing model assuming a life expectancy of two years, a risk free interest rate of 1.68%, a forfeiture rate of nil, and volatility of 75.89% . The Company expensed $161,854 as share-based compensation for stock options. Rent and administration charges of $45,000 (2021: $19,000) were paid to a private company that has a director in common with the Company and $18,500 (2021: $20,000) accounting fee paid to the officer of the Company (see related party transactions).

Discussion of Operations for the three months ended March 31, 2022

Loss and comprehensive loss for the three-month period ended March 31, 2022 was $280,988 (2021: $129,311) of which $24,557 (2021: $20,208) was spent on audit, accounting and legal fees. The Company granted 75,000 incentive stock options with a fair value of $7,750 using the BlackScholes pricing model assuming a life expectancy of two years, a risk free interest rate of 1.50%, a forfeiture rate of nil, and volatility of 61.15%, the Company granted 100,000 incentive stock options with a fair value of $12,970 using the Black-Scholes pricing model assuming a life expectancy of two years, a risk free interest rate of 1.68%, a forfeiture rate of nil, and volatility of 75.89%. The Company expensed $20,720 as share-based compensation for stock options. Rent and administration charges of $15,000 (2021: $5,500) were paid to a private company that has a director in common with the Company (see related party transactions).

Liquidity, Capital Resources and Capital Expenditures

At March 31, 2022, the Company’s working capital, defined as current assets less current liabilities, was $1,307,885 (March 31, 2021: $160,575).

USHA RESOURCES LTD. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MARCH 31, 2022

Other sources of funds potentially available to the Company are (1) through the exercise of 370,000 stock options granted to directors and officers at a price of $0.10 per share expiring five years from the grant date (until October 12, 2023) (2) through the exercise of 502,700 stock options granted to directors and officers at a price of $0.20 per share expiring five years from the grant date (until September 17, 2025) (3) through the exercise of 415,227 stock options granted to directors and officers at a price of $0.20 per share expiring five years from the grant date (until July 5, 2026) (4) through the exercise of the non-flow through warrants to purchase up to 1,032,915 common shares at a price of $0.30 per share expiring on October 20, 2022 (5) through the exercise of the non-flow through warrants to purchase up to 50,000 common shares at a price of $0.30 per share expiring on November 22, 2022 (6) through the exercise of the non-flow through warrants to purchase up to 244,720 common shares at a price of $0.30 per share expiring on December 1, 2022 (7) through the exercise of the flow through warrants to purchase up to 243,500 common shares at a price of $0.35 per share expiring on December 1, 2022, (8) through the exercise of the non-flow through warrants to purchase up to 1,483,834 common shares at a price of $0.45 per share expiring on November 12, 2023, and (9) through the exercise of the non-flow through warrants to purchase up to 223,333 common shares at a price of $0.45 per share expiring on December 17, 2023.

Contractual obligations

The Company entered into a binding Letter of Intent (“LOI”) with AJA Mining LLC and Gold Basin Mining EXP LLC (collectively, the “Optionors”) on June 3, 2020, whereby the Optionors granted the Company the exclusive option (the “Option”) to acquire (the “Acquisition”) 100% interest in certain 133 mineral claims in exchange for annual lease payments of US$25,000, issuance of 1,000,000 shares upon Exchange approval of the transaction, and within three years make a final payment of US$3,000,000. The LOI was approved by the TSX Venture Exchange on August 19, 2020 and the shares were issued on August 26, 2020 at a fair value of $200,000.

On October 7, 2021, the Company signed a consultant agreement with Michael Blanchard and granted 25,000 stock options at an exercise price of $0.335 to vest immediately.

On October 22, 2021, the Company signed a six-month consultant contract with Momentum Public Relations Inc. for strategic business development services and shall pay $15,000 a month plus 200,000 stock options at an exercise price of $0.330 to vest immediately.

On November 11, 2021, the Company signed a three-month consultant agreement with Tyler Muir of TMM Capital Advisory Inc and shall pay $3,000 a month plus 50,000 stock options at an exercise price of $0.355 to vest immediately.

On January 06, 2022, the Company signed a consultant contract with Gordon James and shall pay remuneration on an agreed basis plus 75,000 stock options at an exercise price of $0.29 to vest immediately.

On February 09, 2022, the Company signed a three-month consultant agreement with Fidel Ricardo Montagu Thomas and shall pay $3,800 a month plus 100,000 stock options at an exercise price of $0.31 to vest in three months from the date of grant.

USHA RESOURCES LTD. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MARCH 31, 2022

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements.

Financial risk factors

The Company’s risk exposures and the impact on the Company’s financial statements are summarized below.

Credit risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and interest receivable. The Company limits its exposure to credit loss by placing its cash and G.I.C.’s with major financial institutions.

Liquidity risk

All of the Company’s financial liabilities are classified as current and are anticipated to mature within the next fiscal year. The Company intends to settle these with funds from its positive working capital position.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices.

a) Interest rate risk

The Company is exposed to interest rate risk to the extent that the cash maintained at the financial institutions is subject to a floating rate of interest. The interest rate risks on cash and on the Company’s obligations are not considered significant.

b) Foreign currency risk

The Company is exposed to foreign currency risk on fluctuations related to cash, receivables and accounts payable and accrued liabilities that are denominated in a foreign currency.

c) Price risk

Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

USHA RESOURCES LTD. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MARCH 31, 2022

Related Party Transactions

The aggregate amount of expenditures paid or payable to key management personnel consisting of directors, former directors or companies with common directors was as follows:

Name of the Key management personnel	Company’s Name	Nature of Transaction	Year ended March 31, 2022	Year ended March 31, 2021
Deepak Varshney, CEO	Castello Q Development Corporation	Consulting fees	$ 99,000	$ 92,000
Navin Varshney, Director	N.K.V. Engineering & Consulting Ltd	Rent and administration charges	45,000	19,000
Khalid Naeem, CFO	KN Consulting Inc./Aterna Advisors Inc.	Accounting fees	18,500	20,000

These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Outstanding Share Data

Authorized Capital

Unlimited common shares with no par value and unlimited preferred shares with no par value.

Issued and Outstanding Capital

23,145,605 common shares were issued and outstanding at March 31, 2022 and 34,475,005 at July 27, 2022.

Stock Options & Warrants Outstanding (at March 31, 2022):

	Number	Exercise Price	Expiry Date
Directors’ stock options	370,000	$0.10	Oct. 12, 2023
Directors’ stock options	502,700	$0.20	Sep. 17, 2025
Agent’s stock options	100,000	$0.25	Dec 3, 2022
Directors’ and Agent’s stock options	415,227	$0.20	July 5, 2026
Agent’s stock options	25,000	$0.335	Oct 7, 2026
Agent’s stock options	50,000	$0.355	Nov 11, 2026
Agent’s stock options	200,000	$0.330	Nov 19, 2026
Agent’s stock options	75,000	$0.29	Jan 07, 2024
Agent’s stock options	100,000	$0.31	Feb 09, 2024
Agent’s warrants	5,250	$0.30	Oct 21, 2022
Agent’s warrants	3,150	$0.30	Dec 2, 2022

USHA RESOURCES LTD. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MARCH 31, 2022

Agent’s warrants	4,200	$0.35	Dec 2, 2022
Agent’s warrants	134,237	$0.45	Nov 12, 2023
Agent’s warrants	10,500	$0.45	Dec 17, 2023
Non-flow-through warrants	1,032,915	$0.30	Oct 20, 2022
Non-flow-through warrants	50,000	$0.30	Nov. 22, 2022
Non-flow-through warrants	244,720	$0.30	Dec. 1, 2022
Flow-through warrants	243,500	$0.35	Dec. 1, 2022
Non-flow through warrants	1,483,834	$0.45	Nov 12, 2023
Non-flow through warrants	223,333	$0.45	Dec 17, 2023

Subsequent Events and Proposed Transactions

Subsequent to March 31, 2022, the Company:

• a) Issued 9,651,338 units at $0.30 per unit for total consideration of $2,895,401. Each unit consisted of one common share and one half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share for $0.45 for a period of two years. The Company paid cash of $85,874 and granted warrant to acquire 286,247 common shares with the same terms as the private placement warrants. The Company received private placement proceeds of $34,000 prior to March 31, 2022;

• b) Granted stock options to acquire 250,000 common shares exercisable at $0.375 expiring April 4, 2024 and 50,000 common shares exercisable at $0.30 expiring April 19, 2024 with 25% vesting every three months pursuant to investor relations agreements.

• c) Granted stock options to consultants to acquire 100,000 common shares exercisable at $0.30 expiring April 5, 2024.

• d) On May 10, 2022, the Company entered into an arrangement agreement (the “Arrangement”) with its wholly-owned subsidiary, Formation Metals Corporation (“Formation Metals” or “FMC”), to transfer the Nicobat property to FMC. Under the terms of the Arrangement, USHA shareholders will be issued one (1) share of FMC with respect to every five (5) shares of USHA owned on the share distribution record date (the “Share Distribution Record Date”), which will be predetermined by USHA’s Board of Directors. Holders of USHA options and warrants, who exercise their options and/or warrants before the Share Distribution Record Date, will also be entitled to receive one (1) share of FMC with respect to every five (5) shares of USHA.

• e) Granted stock options to consultants to acquire 471,000 common shares exercisable at $0.285 expiring May 10, 2024.

• f) Granted stock options to consultants to acquire 437,000 common shares exercisable at $0.29 expiring May 27, 2024.

USHA RESOURCES LTD. MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MARCH 31, 2022

• g) Retained Red Cloud Securities Inc. (“Red Cloud” or “RCSI”) to provide market making services and TMM Capital Advisory for investor relations.