Totec Resources Announces Closing of Qualifying Transaction and Anticipated Trading Date

Core Viewpoint - Totec Resources Ltd. has successfully completed the acquisition of the White Willow Property through a transaction with Usha Resources Ltd., marking a significant step in its development as a mining issuer [1][2]. Group 1: Transaction Details - The transaction involved the purchase of 1540359 B.C. Ltd. by Totec, which includes 489 mineral claims covering approximately 10,220 hectares in the Thunder Bay Mining Division [1]. - The total purchase price for the transaction was 35,500,000 Common Shares and $50,000 in cash, with shares distributed to Usha and other investors [2]. - The transaction is classified as a qualifying transaction under TSX Venture Exchange rules, and the resulting issuer will be named Totec Resources Ltd. [2][5]. Group 2: Property and Royalties - The White Willow Property is subject to net smelter return royalties of 1.5% in favor of two entities, with options to repurchase two-thirds of these royalties for $1,000,000 and $1,250,000 respectively [3]. Group 3: Corporate Structure and Management - Following the transaction, the company consolidated its common shares on a two-for-one basis, with new ISIN and CUSIP numbers assigned [4]. - The management team of the resulting issuer includes Deepak Varshney as CEO, Khalid Naeem as CFO, and several directors [6]. Group 4: Financing and Shareholder Information - A concurrent financing was completed prior to the transaction, raising $4,500,000 through the issuance of 30,000,000 units at $0.15 per unit [7]. - The company plans to hold its 2026 annual general meeting on March 5, 2026, to address various shareholder matters [12].