Usha Resources Ltd. — Management Reports 2025

Jul 30, 2025

USHA RESOURCES LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025

The effective date of this report is July 29, 2025

Management Discussion & Analysis:

Management’s discussion and analysis (“MD&A”) provides a detailed analysis of the results and financial condition of Usha Resources Ltd. (individually or collectively with its subsidiaries, as applicable, the “Company” or “Usha”) for the year ended March 31, 2025. The following management discussion and analysis, prepared as of July 29, 2025, should be read together with the audited consolidated financial statements for the year ended March 31, 2025, 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, 2025. News releases and previous filings may be found on SEDAR+ at www.sedarplus.ca.

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.

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-V under the symbol USHA.V, on the OTCQB® under the symbol USHAF, and the Frankfurt Stock Exchange under the symbol JO0.

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary, Usha Resources (USA) Corp which was incorporated on June 1, 2020.

The Company's business is to acquire and explore interests in mineral properties located in North America. Its portfolio includes Jackpot Lake, a lithium brine project in Nevada, three (3) lithium pegmatite projects in Ontario, White Willow, Triangle Lake, Gathering Lake, and Southern Arm, a copper-gold project in Quebec.

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USHA RESOURCES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED MARCH 31, 2025

Overall Performance

The Company’s loss for the year ended March 31, 2025, was $162,515 (2024: $3,433,859). Working capital at March 31, 2025, was $514,857.

During the year ended March 31, 2025, the Company issued 29,643,478 common shares pursuant to various acquisitions and exercise of stock options as stated below:

• 12,000,000 common shares valued at $1,680,000 pursuant to agreement to acquire exploration and evaluation assets in Bingo West project in Ontario.
• 3,000,000 common shares valued at $420,000 pursuant to agreement to acquire exploration and evaluation assets in Bingo East project in Ontario.
• 150,000 common shares valued at $16,500 pursuant to agreement to acquire exploration and evaluation assets in Nym lake project in Ontario.
• 250,000 common shares valued at $21,250 pursuant to agreement to acquire exploration and evaluation assets in Abiwin project in Ontario.
• 200,000 common shares valued at $20,000 pursuant to agreement to acquire exploration and evaluation assets in Rubidium Ridge project in Ontario.
• 2,500,000 common shares valued at $237,500 pursuant to agreement to acquire exploration and evaluation assets in Southern Arm Property.
• 1,000,000 stock options were exercised at a price of $0.06 per share.
• 100,000 stock options were exercised at a price of $0.285 per share.
• 2,400,000 stock options were exercised at a price of $0.10 per share.
• 8,043,478 common shares pursuant to flow-through private placement at a price of $0.115 per share.

During the year ended March 31, 2025, the Company completed a non-brokered private placement of 8,043,478 flow-through shares at $0.115 per share for gross proceeds of $925,000. The Company calculates the tax effect of the premium related to the issuance of flow-through shares by reviewing the value of the corresponding common shares and warrants issued. As a result, a premium of $160,870 was recognized as a flow-through premium liability upon issuance, which was derecognized and recognized as other income as the Company incurred eligible expenditures and renounced the corresponding tax benefits to shareholders. As at March 31, 2025, the flow-through premium liability outstanding relating to flow-through shares was $nil.

As part of the transaction, the Company granted 319,565 warrants as finders’ fees, exercisable at $0.115 for a period of two years. The warrants were valued at $11,171 using the Black-Scholes option pricing model, assuming a life expectancy of two years, a risk-free interest rate of 3.35%, a forfeiture and dividend rate of nil, and volatility of 75.14%. Following the issuance of the shares, there were 89,706,586 issued and outstanding common shares in the capital of the Company.

As at March 31, 2025, there were nil (2024: nil) shares in escrow.

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USHA RESOURCES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED MARCH 31, 2025

Summary of Exploration and Corporate Activities

Exploration and evaluation costs incurred during the year ended March 31, 2025, were as follows:

Acquisition Costs	Nicobat, Ontario	Lost Basin, Arizona	Jackpot Lake, Nevada	Southern Arm, Quebec	Ontario Lithium Pegmatite Portfolio		Total
					White Willow, Ontario	Other properties, Ontario
Balance, March 31, 2023	$ 245,000	$ 299,162	$ 1,086,384	$ -	$ 351,025	$ -	$ 1,981,571
Issuance of common shares	-	-	-	-	94,500	144,000	238,500
Cash consideration	-	-	-	-	50,000	110,350	160,350
Impairment	-	(299,162)	-	-	-	(18,500)	(317,662)
Transfer of property on spin-out	(245,000)	-	-	-	-	-	(245,000)
Balance, March 31, 2024	-	-	1,086,384	-	495,525	235,850	1,817,759
Issuance of common shares	-	-	-	237,500	-	2,157,750	2,395,250
Cash consideration	-	-	-	-	-	20,000	20,000
Impairment	-	-	-	-	-	(48,750)	(48,750)
Balance, March 31, 2025	-	-	1,086,384	237,500	495,525	2,364,850	4,184,259

Exploration Advances:

Balance, March 31, 2023 and March 31, 2024	-	-	60,667	-	-	-	60,667
Balance, March 31, 2025	-	-	60,667	-	-	-	60,667

Exploration Expenditures:

Balance, March 31, 2023	283,472	202,551	1,171,273	-	-	-	1,657,296
Assay sampling	-	-	-	-	68,940	19,548	88,488
Consulting fees	-	-	23,954	-	122,570	-	146,525
Claim stacking	-	-	15,132	-	-	-	15,132
Drilling expenses	-	-	221,208	-	-	-	221,208
Exploration expenses	-	-	115,174	-	463,215	114,797	693,186
Ministry grant	-	-	-	-	(200,000)	-	(200,000)
Impairment	-	(202,551)	-	-	-	(4,592)	(207,143)
Transfer of property on spin-out	(283,472)	-	-	-	-	-	(283,472)
Transportation and road work	-	-	21,993	-	-	1,000	22,993
Balance, March 31, 2024	-	-	1,568,734	-	454,725	130,753	2,154,213
Assay sampling	-	-	-	-	1,674	-	1,674
Consulting fees	-	-	21,302	80,000	47,783	-	149,085
Claim stacking	-	-	50,702	-	-	-	50,702
Drilling expenses	-	-	538	-	-	-	538
Exploration expenses	-	-	(79,115)	925,080	5,700	-	851,665
Impairment	-	-	-	-	-	(32,441)	(32,441)
Balance, March 31, 2025	-	-	1,562,161	1,005,080	509,882	98,312	3,175,436
Total costs, March 31, 2024	$ -	$ -	$ 2,715,785	$ -	$ 950,250	$ 366,603	$ 4,032,639
Total costs, March 31, 2025	$ -	$ -	$ 2,709,212	$ 1,242,580	$ 1,005,407	$ 2,463,162	$ 7,420,361

Nicobat Nickel Project

The Company’s first acquisition was the Nicobat Project in Ontario, Canada in which it assembled an 85% interest through two (2) transactions:

1. On March 7, 2019, the Company entered into an agreement with Emerald Lake Development Corporation (the “Emerald Lake”) for the right to purchase an undivided 51% interest for consideration of 1,500,000 common shares of the Company and 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 Emerald Lake for the price of USD $2,000,000.

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USHA RESOURCES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED MARCH 31, 2025

1. On May 11, 2020, the Company entered into an amendment agreement with 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 in exchange for the issuance of 500,000 common shares at a price of $0.19 per shares (issued) of the Company.

On March 10, 2022, the Company entered into an arrangement agreement with Formation Metals Inc. (“FMI”) to transfer the Nicobat property to FMI whereby USHA shareholders were to be issued one (1) share of FMI with respect to every five (5) shares of USHA owned on April 12, 2023. Pursuant to the arrangement agreement and on the payable date of April 20, 2023, USHA completed the transfer of the Nicobat property and distributed 9,480,476 common shares of FMI to the USHA shareholders on a pro rata basis.

Lost Basin Gold-Copper Project

The Company’s second acquisition was the Lost Basin Project in Arizona, USA. The Company entered into a binding Letter of Intent with AJA Mining LLC and Gold Basin Mining EXP LLC on June 3, 2020, whereby the Company was granted the exclusive option to acquire 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 in cash or common shares.

During the year ended March 31, 2024, the Company did not make the final payment, dropping the option, and recorded an impairment of $501,714 as property write-off costs for the acquisition and exploration expenditures related to the asset, reducing the value to $nil.

Jackpot Lake Lithium Brine Project

The Company’s third acquisition is the Jackpot Lake Lithium Brine Property located within Clark County, 35 kilometres northeast of Las Vegas, Nevada, and is comprised of 140 mineral claims (the “core claims”) that total 2,800 acres (approximately 11.3 km²). The Company has also staked 302 claims totalling 5,914 acres surrounding the 140 optioned claims. The total footprint of the project now comprises 442 mineral claims with a total area footprint of approximately 35.3 km² or 8,714 acres.

The Company has exercised its option to acquire a 100% interest in the core claims and is now the legal and beneficial owner of the core claims subject to a 1% Gross Overriding Royalty, which can be repurchased by the Company for $1,000,000. The Company made the following payments to Ares Strategic Mining Inc. to earn 100%:

• On May 2, 2022, the Company completed its first payment of $75,000 cash and issued 1,678,062 common shares valued at $570,541.
• On September 14, 2022, the Company completed its second payment and issued 745,033 common shares valued at $225,000.
• On March 9, 2023, the Company completed its final payment and issued 654,070 common shares valued at $215,843.

During the year ended March 31, 2024, the Company completed two (2) drill programs at the Jackpot Lake Lithium Brine Project.

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USHA RESOURCES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED MARCH 31, 2025

Following the completion of the second drill program, on March 15, 2024, the Company entered into a non-binding Letter of Intent (LOI) with Stardust Power granting Stardust Power the right to earn up to a 90-per-cent interest, subject to a 2-per-cent net smelter royalty.

A non-refundable sum of $75,000 (U.S.) has been paid to Usha by Stardust Power pursuant to the LOI. The LOI is non-binding. The transaction is subject to the satisfaction of a number of conditions, including Stardust Power's satisfactory commercial and legal due diligence, the negotiation and execution of definitive agreements, and the approval of the TSX-V. The Company cautions that there is no guarantee that the definitive agreement will be completed or that the other conditions will be satisfied.

White Willow Property, Ontario

The Company’s fourth project is the White Willow Lithium Pegmatite Property located within the Thunder Bay Mining Division near Atikokan, Ontario.

The option agreement comprised 712 unpatented mining claims totalling 15,510 hectares that were optioned through two (2) agreements, an Option Agreement (“Willow Option”) and Assignment Agreement (“Willow Assignment”), whereby for total consideration of $220,000 cash and 3,600,000 common shares of the Company as indicated in the table below it would acquire 100% interest in the claims:

	Vendor		Assignor		Total
Payment	Cash	Shares	Cash	Shares	Cash	Shares
Signing	$50,000^{1}	500,000	$20,000^{1}	350,000	$70,000	850,000
1st Anniversary	$50,000	500,000^{2}	-	500,000^{2}	$50,000	1,000,000
2^{nd} Anniversary	$50,000	500,000^{2}	-	750,000^{2}	$50,000	1,250,000
3^{rd} Anniversary	$50,000	500,000^{2}	-	-	$50,000	500,000
Total	$200,000	2,000,000	$20,000	1,600,000	$220,000	3,600,000
Notes	1. Payable within five (5) days from receipt of approval to the Agreements from the Exchange (the “Approval”).
2. Shares of the Company are to be issued at a deemed value based on the Discounted Market Price at the time of issuance.

The Company has granted to each of the Vendor and Assignor a 1.5% net-smelter returns royalty of which the Company may purchase two-thirds at any time for consideration of $1.25-million and $1-million, respectively.

The Company completed its first payment of $70,000 cash and issued 850,000 common shares valued at $0.25 per share for a total consideration of $280,500 to the Vendor and Assignor on March 28, 2023.

The Company completed its second payment of $50,000 cash and issued 1,000,000 common shares valued at $0.095 per share for a total consideration of $145,000 to the Vendor and Assignor on March 27, 2024.

The Company completed its third payment and issued 750,000 common shares valued at $0.035 to the Assignor on May 1, 2025 and completed partial third payment of $25,000 cash to the Vendor on June 16, 2025.

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USHA RESOURCES LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025

Other Properties, Ontario, Canada

The other properties comprise of the following option agreements:

• Nym Lake, 8 unpatented mining claims, March 29, 2023
• Rubidium Ridge, 141 unpatented mining claims, July 31, 2023
• Bingo East, 21 unpatented mining claims, March 23, 2024
• Bingo West, 86 unpatented mining claims, March 23, 2024
• Abiwin, 38 unpatented mining claims, April 16, 2024
• Lee Lake, Mead, Bluett, Gathering Lake and Triangle Lake projects, Ontario, Canada

Nym Lake

The option agreement comprised 8 unpatented mining claims within the centre of the property whereby for total consideration of $100,000 cash and 600,000 common shares of the Company as indicated in the table below it would acquire 100% interest in the claims:

Payment	Cash	Shares
Signing	$15,000^{1}	150,000^{2}
1st Anniversary	$20,000	150,000^{2}
2^{nd} Anniversary	$25,000	150,000^{2}
3^{rd} Anniversary	$40,000	150,000^{2}
Total	$100,000	600,000
Notes	1. Payable within five (5) days from receipt of approval to the Agreements from the Exchange (the “Approval”).
2. Shares of the Company are to be issued at a deemed value based on the Discounted Market Price at the time of issuance.

The Company has granted a 2-per-cent net smelter returns royalty of which it may purchase two-thirds at any time for consideration of $1-million.

On April 26, 2023, the Company completed its first payment of $15,000 cash and issued 150,000 common shares valued at $0.285 for a total consideration of $57,750 to the Vendor of the Nym Claims.

On February 22, 2024, the Company completed its first anniversary payment of $20,000 cash to the Vendor of the Nym Claims. On April 16, 2024, the Company completed its first anniversary payment of shares and issued 150,000 common shares valued at $0.11 for a total consideration of $16,500 to the Vendor of the Nym Claims.

Rubidium Ridge

The option agreement comprised 141 unpatented mining claims adjacent to the west of the property whereby for total consideration of $100,000 cash and 800,000 common shares of the Company as indicated in the table below it would acquire 100% interest in the claims:

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USHA RESOURCES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED MARCH 31, 2025

Payment	Cash	Shares
Signing	$15,000^{1}	200,000^{2}
1st Anniversary	$20,000	200,000^{2}
2^{nd} Anniversary	$25,000	200,000^{2}
3^{rd} Anniversary	$40,000	200,000^{2}
Total	$100,000	800,000
Notes	1. Payable within five (5) days from receipt of approval to the Agreements from the Exchange (the “Approval”).
2. Shares of the Company are to be issued at a deemed value based on the Discounted Market Price at the time of issuance.

The Company has granted a 2-per-cent net smelter returns royalty of which it may purchase one-half at any time for consideration of $1-million. The Company has also granted a bonus payment of $1-million in cash should it be able to delineate an inferred resource totalling at least 10 million tonnes at a minimum grade of 1 per cent Li₂O.

On July 18, 2023, the Company completed part of the first payment for the Rubidium Ridge option, paying $15,000 cash to the optionors. On August 22, 2023 the Company completed its first payment for the option by issuing 200,000 common shares valued at $0.135 for a total consideration of $42,000 to the optionors.

On May 14, 2024, the Company issued 200,000 common shares valued at $0.10 for a total consideration of $20,000 to the optionors. On May 31, 2024, the Company paid $20,000 cash to the optionors completing the 1st Anniversary payments.

Bingo East

The acquisition comprised 21 unpatented mining claims adjacent to the east of the Bingo target whereby for total consideration of 3,000,000 common shares the Company earned a 100% interest in the claims.

The Company completed payment for the Bingo East claims by issuing 3,000,000 common after receiving approval from the TSX Venture Exchange on April 11, 2024.

Bingo West

The acquisition comprised 86 unpatented mining claims adjacent to the west of the Bingo target whereby for total consideration of 12,000,000 common shares the Company earned a 100% interest in the claims.

The Company completed payment for the Bingo West claims by issuing 12,000,000 common shares after receiving approval from the TSX Venture Exchange on April 11, 2024.

Abiwin Lake

The sixth acquisition comprised 38 unpatented mining claims to the immediate northwest of the property whereby for total consideration of $100,000 cash and 1,000,000 common shares of the Company as indicated in the table below it would acquire 100% interest in the claims:

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USHA RESOURCES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED MARCH 31, 2025

Payment	Cash	Shares
Signing	$15,000^{1}	250,000^{2}
1st Anniversary	$20,000	250,000^{2}
2^{nd} Anniversary	$25,000	250,000^{2}
3^{rd} Anniversary	$40,000	250,000^{2}
Total	$100,000	1.000,000
Notes	1. Payable within five (5) days from receipt of approval to the Agreements from the Exchange (the “Approval”).
2. Shares of the Company are to be issued at a deemed value based on the Discounted Market Price at the time of issuance.

The Company has granted a 2-per-cent net smelter returns royalty of which it may purchase one-half at any time for consideration of $1-million.

The Company paid $15,000 cash and issued 250,000 common shares valued at $0.085 for a total consideration of $21,250 for the Abiwin Lake claims after receiving approval from the TSX Venture Exchange on May 6, 2024.

Lee Lake, Mead, Bluett, Gathering Lake and Triangle Lake Projects, Ontario

On May 3, 2023, the Company entered into five (5) option agreements to acquire a 100% interest in five lithium pegmatite projects located in Ontario: Lee Lake, Mead, Bluett, Gathering Lake and Triangle Lake. The Company can acquire a 100% interest in the property by making payments of cash and common shares of the Company as follows:

Property	Lee Lake		Bluett		Mead		Gathering Lake		Triangle Lake
Payment	Cash	Shares	Cash	Shares	Cash	Shares	Cash	Shares	Cash	Shares
Signing	$10,000	75,000	$5,000	50,000	$5,000	50,000	$12,000	50,000	$13,350	50,000
1^{st} Anniversary	$20,000	100,000	$12,500	75,000	$12,500	75,000	$12,500	75,000	$12,500	75,000
2^{nd} Anniversary	$40,000	125,000	$20,000	100,000	$20,000	100,000	$20,000	100,000	$20,000	100,000
3^{rd} Anniversary	$60,000	150,000	$25,000	187,500	$25,000	187,500	$25,000	187,500	$25,000	187,500
Total	$130,000	450,000	$62,500	412,500	$62,500	412,500	$69,500	412,500	$70,850	412,500

The Company has granted a 2-per-cent net smelter returns royalty on each of the projects of which it may purchase one-half at any time for consideration of $1-million.

The Company completed its initial payment for each of Lee Lake, Mead, Bluett, Gathering Lake and Triangle Lake projects after receiving approval from the TSX Venture Exchange on June 6, 2023 by paying $45,350 cash and issuing 275,000 common shares valued at $0.27 each for a total consideration of $74,250.

During the year ended March 31, 2024, the Company elected to not proceed with the Bluett project, dropping the option, and recorded an impairment of $23,092 as property write-off for the acquisition and exploration expenditures related to the asset, reducing the value to $nil.

During the year ended March 31, 2025, the Company elected to not proceed with the Lee Lake and Mead Lake project, dropping the option, and recorded an impairment of $81,191 as property write-off for the acquisition and exploration expenditures related to the asset, reducing the value to $nil.

Subsequent to the year ended March 31, 2025, the Company entered into an amendment agreement (the “Amendment”) to the Triangle and Gathering Lake option agreements with the vendor. Pursuant to the Amendment, the parties agreed to amend the payment terms of the option

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USHA RESOURCES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED MARCH 31, 2025

agreements whereby the Company will pay the vendor $5,000 cash and 5% of the consideration paid to the Company if the Company sells the Triangle Lake Property and Gathering Lake Property within one year from the date of execution of the Amendment. These amended payment terms replace all payment obligations of the Company under the Option Agreement that have not been paid to the Vendor. This payment of $5,000 was completed by the Company in May 2025.

Subsequent to the year ended March 31, 2025, the Company entered into a mineral option agreement with Molten Metals Corp. (“MMC”) whereby MMC can earn up to 100% interest in the Triangle Lake and Gathering Lake Property. The consideration due is a total of $5,000 cash and the issuance of 1,375,000 shares of MMC, to be issued as to (i) 1,306,250 to the Company and (ii) 68,750 to the original property owner, to earn 100%. In May 2025, the Company received total consideration from MMC consisting of $5,000 in cash and 1,306,250 common shares, and the vendor received their consideration directly from MMC.

Southern Arm Property

The Company’s sixth acquisition is a copper-gold project in Quebec. The property was optioned from Abitibi Metals Corp. and comprises of 200 hectares of prospective ground in the metal-rich northwest Abitibi sub province.

On July 17, 2024, the Company entered into an option agreement with Abitibi Metals Corp. to acquire a 100% interest in the Southern Arm Project for the following consideration:

• 2,500,000 shares to be issued within fifteen (15) days of acceptance of the agreement by the TSX-V;
• 2,500,000 shares to be issued on or before the first anniversary of the date of approval by the TSX-V; and
• $2,000,000 in work expenditures before the second anniversary of the date of approval by the TSX-V.

On August 8, 2024, the Company issued 2,500,000 common shares at a price of $0.095 to Abitibi Metals after receiving approval from the TSX Venture 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, 2025.

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.

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

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USHA RESOURCES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED MARCH 31, 2025

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:

Asset or Liability	IFRS 9 Classification
Cash and cash equivalents	Amortized cost
Receivables	Amortized cost
Investments	FVTPL
Accounts payable and accrued liabilities	Amortized cost
Due to related parties	Amortized cost

A fuller description of financial instrument is provided in Note 3 to the audited consolidated financial statements for the year ended March 31, 2025.

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USHA RESOURCES LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025

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 consolidated financial information for the Company for each of the last three fiscal years.

Fiscal year ended March 31	2025	2024	2023
Loss and comprehensive loss	$ 162,515	$ 3,433,859	$ 2,977,621
Exploration & evaluation assets	7,420,361	4,032,639	3,699,534
Total assets	8,944,849	5,672,562	6,944,172
Deficit	7,727,737	7,757,490	4,590,329

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 were prepared in accordance with IFRS applicable to interim financial statements and are expressed in Canadian dollars.

	Profit (loss) per quarter	Profit (loss) per share	Property costs
Apr. 1, 2023 - Jun. 30, 2023	$ 1,806,944	$ 0.04	$ 282,538
July. 1, 2023 - Sep. 30, 2023	(835,850)	(0.02)	347,637
Oct. 1, 2023 - Dec. 31, 2023	(619,248)	(0.01)	210,981
Jan. 1, 2024 - Mar. 31, 2024	(171,819)	(0.00)	329,909
Apr. 1, 2024 - Jun. 30, 2024	(321,782)	(0.01)	2,209,789
Jul. 1, 2024 - Sep. 30, 2024	(303,905)	(0.01)	249,955
Oct. 1, 2024 - Dec. 31, 2024	150,858	0.01	399,548
Jan. 1, 2025 - Mar. 31, 2025	312,314	0.00	609,622

Discussion of Operations for the year ended March 31, 2025

The Company had a net loss and comprehensive loss of $162,515 for the year ended March 31, 2025, (2024 - $3,433,859). The Company's significant operating expenses include the following:

• Consulting and management fees of $370,375 (2024 - $827,665)
• Shareholder communications' expenses of $34,178 (2024 - $954,404)
• Share-based payments of $236,221 (2024 - $802,698)
• Office and miscellaneous of $66,243 (2024 - $100,864)
• Professional fees of $114,881 (2024 - $202,076)

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USHA RESOURCES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED MARCH 31, 2025

The overall expenses during the period were lower than the comparative period. The decrease is mostly attributable to lower share-based compensation expense, consulting and management fees, and shareholder communications’ expenses.

Consulting and management fees of $370,375 (2024 – $827,665) relate to fees paid to consultants for the Company’s business advisory, management (see “Transaction with Related Parties”), and corporate compliance services. These general consulting expenses cannot be directly attributed to any particular project and relate to the Company’s activity; therefore, they have been expensed as general consulting. Consulting fees were lower than in the comparative period due to a slowdown in corporate activity during the year.

Shareholder communications’ expense of $34,178 (2024 – $954,404) consist of payments for corporate development and payments to consultants for various marketing and promotional activities of the Company and its projects. The budget for shareholder communications and related expenses was quite lower than the comparative period due to lower financing activity and a slowdown in corporate activity during the year.

Share-based payments of $236,221 (2024 – $802,698) relates to the vested fair value of the restricted share units issued to consultants, officers, and directors of the Company pursuant to the Company’s Share Option Plan. The decrease in the share-based payment expense belongs to the pro-rated vesting of the restricted share units which were granted in the comparative period.

Office and miscellaneous expense of $66,243 (2024 - $100,864) relate to office expenses. The decrease from the prior year reflects the reduced activity at the Company during the year.

Professional fees of $114,881 (2024 – $202,076) consist of the legal, financial reporting, and audit expenses. The decrease pertains to the decline in fees for auditing and secretarial services incurred during the year.

During the year ended March 31, 2025, the Company granted nil stock options (2024 – $8,625,000) having a total fair value of $nil (2024 - $476,328) and a weighted average exercise price of $nil (2024 – $0.13) per option. During the year ended March 31, 2025, the Company recognized share-based compensation of $nil (2024 – $486,010) relating to options vested during the year.

The fair value of options granted was estimated on the date of grant using the Black-Scholes option pricing model, with the following weighted average assumptions:

	March 31, 2025	March 31, 2024
Risk-free interest rate	Nil%	4.34%
Expected dividend yield	Nil	Nil
Expected stock price volatility	Nil%	71.28%
Expected life	Nil	2 years
Expected forfeiture rate	Nil	Nil

During the year ended March 31, 2025, $3,500,000 (2024 - $2,600,000) of the outstanding stock options were exercised. The corresponding amount of $98,520 (2024 - $220,150) was transferred from reserves to share capital.

During the year ended March 31, 2025, the Company granted nil restricted share units (RSUs) (2024 - $3,050,000) having a total fair market value of $nil (2024 - $553,250) and recognized a pro-rated share-based compensation of $236,221 (2024 - $317,029) based on the vesting period of one year from the date of grant.

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USHA RESOURCES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED MARCH 31, 2025

During the year ended March 31, 2025, 1,327,547 (2024 – 2,170,000) of the outstanding stock options were cancelled or expired. The corresponding amount of $162,126 (2024- $239,622) was transferred from reserves to deficit.

During the year ended March 31, 2025, 286,227 (2024 – 157,337) of the outstanding agent’s warrants expired. The corresponding amount of $30,142 (2024- $27,067) was transferred from reserves to deficit.

Liquidity, Capital Resources and Capital Expenditures

At March 31, 2025, the Company’s working capital, defined as current assets less current liabilities, was $514,857 (March 31, 2024: $1,103,743).

Other sources of funds potentially available to the Company are through:

• Exercise of 150,000 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);
• Exercise of 185,227 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);
• Exercise of the non-flow through warrants to purchase up to 3,450,000 common shares at a price of $0.20 per share expiring on November 3, 2025
• Exercise of the non-flow through warrants to purchase up to 2,500,000 common shares at a price of $0.20 per share expiring on November 6, 2025.
• Exercise of the non-flow through warrants to purchase up to 9,230,769 common shares at a price of $0.50 per share expiring on March 22, 2026.

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.

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USHA RESOURCES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED MARCH 31, 2025

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.

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, 2025	Year ended March 31, 2024
Deepak Varshney, CEO	Castello Q Development Corporation	Management fees/consulting fees	$ 180,000	$ 180,000
Navin Varshney, Director	N.K.V. Engineering & Consulting Ltd	Rent and administration charges	84,000	74,000
Khalid Naeem, CFO	Aterna Advisors Inc.	Accounting fees	40,000	36,000

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.

During the year ended March 31, 2024, the Company granted 1,650,000 RSUs to related parties as follows:

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USHA RESOURCES LTD.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025

Name of the Key management personnel	Company’s Name	Number of RSUs issued
Deepak Varshney, CEO	Castello Q Development Corporation	1,000,000
Navin Varshney, Director	N.K.V. Engineering & Consulting Ltd	500,000
Khalid Naeem, CFO	Aterna Advisors Inc.	150,000

Outstanding Share Data

Authorized Capital

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

Issued and Outstanding Capital

89,706,586 common shares were issued and outstanding at March 31, 2025 and 90,581,586 at July 29, 2025.

Stock Options, Restricted Share Units & Warrants Outstanding (at March 31, 2025):

	Number	Exercise Price	Expiry Date
Directors’ stock options	150,000	$0.20	September 17, 2025
Directors’ stock options	185,227	$0.20	July 5, 2026
Agent’s stock options	100,000	$0.29	April 12, 2025
Agent’s stock options	575,000	$0.16	August 3, 2025
Agent’s stock options	500,000	$0.20	August 28, 2025
Agent’s stock options	200,000	$0.16	August 29, 2025
Agent’s stock options	100,000	$0.18	September 6, 2025
Agent’s stock options	50,000	$0.20	November 9, 2025
Agent’s stock options	50,000	$0.06	March 13, 2026
Agent’s stock options	50,000	$0.06	March 13, 2026
Agent’s stock options	500,000	$0.06	March 13, 2026
Agent’s RSUs	50,000	$ -	February 28, 2026
Agent’s RSUs	3,000,000	$ -	February 28, 2026
Agent’s warrants	125,000	$0.20	October 17, 2025
Agent’s warrants	510,305	$0.50	March 22, 2026
Agent’s warrants	319,565	$0.115	August 08, 2026
Non-flow through warrants	3,450,000	$0.20	November 03, 2025
Non-flow through warrants	2,500,000	$0.20	November 06, 2025
Non-flow through warrants	9,230,769	$0.50	March 22, 2026

Investments

During the year ended March 31, 2024, the Company received 2,000,000 units of Formation Metals Inc. valued at $100,000, to settle $100,000 in debt with the Company. Each unit consisted of one share and one warrant, exercisable at $0.20 per share until November 3, 2025. The fair value as at March 31, 2025 is as follows:

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USHA RESOURCES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED MARCH 31, 2025

	Investment in Formation Metals Inc.
Fair value as at March 31, 2023	$ -
Additions	100,000
Fair value as at March 31, 2024	100,000
Fair value adjustment	670,000
Fair value as at March 31, 2025	$ 770,000

Commitments and Contingencies

From time to time, the Company is engaged in various legal proceedings and claims that have arisen in the normal course of business. These matters are evaluated individually based on their nature, status, and potential financial impact, in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets. During the year ended March 31, 2024, the Company received a demand letter from a vendor related to the Jackpot Lake project, claiming payment for certain invoices issued during the year. Management believes these invoices should not have been billed, as the related work arose from the vendor’s own error, and the vendor had previously agreed to perform the corrective work at their own cost. As the parties were unable to reach a settlement and the vendor has indicated an intention to pursue litigation, the Company has recognized a provision of $100,000 in connection with this matter. The ultimate outcome of the dispute is uncertain and may differ from the amount accrued.

Additionally, the Company may enter into contracts for services in the normal course of operations. The Company’s current contractual commitments vary in terms and can be terminated upon sufficient notice.

In connection with the flow-through share financings in 2024, the Company is committed to incur qualifying Canadian Exploration Expenditures (as such term is defined in the Income Tax Act (Canada) totaling $925,000 by December 31, 2026. If the Company does not incur the required qualifying expenditures, it will be required to indemnify the holders of the flow-through shares for any tax and other costs payable by them as a result of the Company not making the required expenditures. As at March 31, 2025, the Company has fulfilled its necessary qualifying exploration expenditures required in connection with the flow-through share financings.

On March 15, 2024, Usha Resources Ltd. signed a Letter of Intent with Stardust Power, Inc. granting Stardust Power exclusivity with respect to negotiations related to the Jackpot Lake Lithium Brine Project until June 30, 2025.

Subsequent Events and Proposed Transactions

Subsequent to March 31, 2025:

On May 1, 2025, the Company completed its third payment and issued 750,000 common shares valued at $0.035 to the Assignor.

On May 4, 2025, the Company entered into an amendment agreement to the Triangle and Gathering Lake option agreements with the vendor. Pursuant to the Amendment, the parties agreed to amend the payment terms of the option agreements whereby the Company will pay the vendor $5,000 cash and 5% of the consideration paid to the Company if the Company sells the Triangle Lake Property and Gathering Lake Property within one year from the date of execution of the Amendment. These amended payment terms replace all payment obligations of the Company

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USHA RESOURCES LTD.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED MARCH 31, 2025

under the Option Agreement that have not been paid to the Vendor. This payment of $5,000 was completed by the Company in May 2025.

On May 5, 2025, the Company entered into a mineral option agreement with Molten Metals Corp. whereby MMC can earn up to 100% interest in the Triangle Lake and Gathering Lake Property. The consideration due is a total of $5,000 cash and issue of $1,375,000 shares of MMC, to be issued as to (i) 1,306,250 to the Company and (ii) 68,750 to the original property owner, to earn 100%. In May 2025, the Company received total consideration from MMC consisting of $5,000 in cash and 1,306,250 common shares, and the vendor received their consideration directly from MMC.

On March 15, 2024, the Company signed a Letter of Intent with Stardust Power, Inc. granting Stardust Power exclusivity with respect to negotiations related to the Jackpot Lake Lithium Brine Project until December 31, 2024. The exclusivity has been extended to June 30, 2025.

On May 1, 2025, the Company granted 250,000 RSUs to a Consultant, of which 50% vested immediately and were exercised on May 6, 2025. The remaining 50% will vest within six months from the grant date.

On May 13, 2025, the Company entered into a non-binding letter of intent with Totec Resources Ltd. (“Totec”) for Totec to acquire from the Company an option to acquire a 100% interest in 240 claims currently forming part of the Company’s White Willow Property.

On May 26, 2025, the Company decided to change its auditor from Davidson & Company LLP, Chartered Professional Accountants (the “Former Auditors”) to Horizon Assurance LLP, Chartered Professional Accountant (the “Successor Auditors”).

On June 12, 2025, the Company announced the appointment of Ram Kumar as a member of the Board of the Company.

On June 12, 2025, the Company announced the resignation of Adrian Smith as a member of the Board of the Company.

On June 16, 2025, the Company completed partial third payment of $25,000 cash to the Vendor in connection with the White Willow property.