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Usha Resources Ltd. Regulatory Filings 2024

May 7, 2024

47617_rns_2024-05-07_03131510-95d8-45ad-bc28-96ba6cdc2c11.pdf

Regulatory Filings

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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

May 6, 2024.

Item 3: News Release

A news release was issued and disseminated on May 7, 2024, and filed on SEDAR+ (www.sedarplus.ca).

Item 4: Summary of Material Changes

The Company announced that, further to its news release of April 17, 2024, wherein the Company announced the execution of an option agreement (the “ Option Agreement ”) for the right to purchase an undivided 100% interest in 38 mineral claims to the northeast of its flagship White Willow Lithium Pegmatite Project, the Abiwin Lithium Pegmatite Property, it has issued the first payment of $15,000 cash and 250,000 common shares (the “ Shares ”) to the Vendors (the “ Vendors ”). See Item 5 for further details.

Item 5: Full Description of Material Change

The Company announced that, further to its news release of April 17, 2024, wherein the Company announced the execution of the Option Agreement for the right to purchase an undivided 100% interest in 38 mineral claims to the northeast of its flagship White Willow Lithium Pegmatite Project, the Abiwin Lithium Pegmatite Property, it has issued the first payment of $15,000 cash and 250,000 Shares to the Vendors.

The Company also clarified that an aggregate of 1,000,000 Shares will be payable by the Company to the Vendors in accordance with the terms of the Option Agreement. The Option Agreement remains subject to the final approval of the TSX Venture Exchange (the “ Exchange ”). The Shares are subject to the applicable hold periods in accordance with securities laws in Canada and the Exchange policies.

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

Not applicable.

Item 7: Omitted Information

Not applicable.

Item 8: Executive Officer

Deepak Varshney, CEO and Director.

For more information please contact [email protected] or visit www.usharesources.com.

Item 9: Date of Report

May 7, 2024.