Totec Resources Announces Closing of Qualifying Transaction and Strategic Acquisition of White Willow Property

Vancouver, BC – January 20, 2026 – Totec Resources Ltd. (TSXV: TOTC.P), a capital pool company focused on evaluating and acquiring high-potential mineral properties, has officially closed its qualifying transaction under the rules of the TSX Venture Exchange (TSXV). This milestone marks a key transformation of the company from a capital pool vehicle into an active mining issuer with a flagship project in Northwestern Ontario.

Overview of the Transaction

The qualifying transaction was completed through the acquisition of 1540359 B.C. Ltd. (“Subco”), which indirectly holds interests in the White Willow Property, a mineral asset comprising 489 claims totaling approximately 10,220 hectares in the Thunder Bay Mining Division, approximately 170 kilometres west of Thunder Bay. The property is prospective for lithium, tantalum, rare earth elements, and other critical minerals — commodities currently in strong global demand.

The transaction was formalized under a share purchase agreement originally dated October 22, 2025 and subsequently amended on December 10, 2025. As part of the agreement, Totec issued a total of 35,500,000 common shares as consideration for the acquisition. Of these, 5,500,000 were issued to Usha Resources Ltd. (“Usha”), the seller and a strategic exploration company, and 30,000,000 were issued to investors participating in the concurrent financing. In addition, Totec paid Usha $50,000 in cash as part of the acquisition consideration.

Nature and Significance of the Qualifying Transaction

A qualifying transaction is a regulatory mechanism used by the TSXV to transition a capital pool company into an operating issuer with meaningful assets or business activities. By completing this transaction, Totec has satisfied the requirements to graduate from a capital pool entity and become an active participant in the mining sector. This transition allows the company to attract broader institutional interest and potentially unlock further investment opportunities.

Details of the Property and Royalties

The White Willow Property, now owned indirectly by Totec through Subco, is subject to two net smelter return royalties (“NSRs”):

• A 1.5% NSR in favour of 2758145 Ontario Ltd., two-thirds of which may be repurchased by Totec for $1,000,000.
• A 1.5% NSR in favour of Grid Metals Corp., two-thirds of which may be repurchased for $1,250,000.

These royalty structures provide an ongoing interest for the respective royalty holders while offering Totec flexibility to buy back portions of the royalties as the project advances.

Concurrent Financing and Investor Participation

In addition to the acquisition itself, a concurrent financing was conducted on January 19, 2026. Subco issued 30,000,000 units at a price of $0.15 per unit, raising gross proceeds of $4,500,000. Each unit comprised one common share and one common share purchase warrant exercisable at $0.25 for a period of two years from the date of issuance.

Finder’s fees and warrants were issued to eligible intermediaries involved in the financing. These included Research Capital Corporation, Ventum Financial Corp., and Haywood Securities Inc., each of which received cash fees and non-transferable finder’s warrants to acquire additional shares under specified terms.

Post-Transaction Share Consolidation and Trading Plans

Immediately prior to closing, Totec completed a 2-for-1 share consolidation of its common shares, resulting in a new structure designed to improve marketability and streamline the share register. The consolidated shares now trade with a new ISIN: CA89157M2040 and CUSIP: 89157M204.

Subject to TSXV acceptance of the final exchange bulletin, Totec’s common shares are expected to resume trading under the symbol “TOTC” on the TSXV at the opening of markets on January 21, 2026. Regulatory clearance and compliance with TSXV policies remain ongoing requirements, and trading will remain halted until such conditions are satisfied.

Leadership and Governance of the Resulting Issuer

With the closing of the qualifying transaction, Totec’s board and executive leadership team have been confirmed. Key officers and directors of the resulting issuer include:

• Deepak Varshney – Chief Executive Officer, Corporate Secretary, and Director
• Khalid Naeem – Chief Financial Officer
• James Walker – Director
• Zachary Kotowych – Director
• Rishi Kwatra – Director

These individuals bring a mix of technical expertise, corporate governance experience, and operational knowledge to help guide Totec’s strategic growth. Deepak Varshney, in particular, holds existing leadership roles within both Totec and Usha, reflecting continuity across the transaction structure.

Corporate and Regulatory Requirements

Totec has noted that it has not yet held its 2025 Annual General Meeting (AGM), a requirement under the British Columbia Business Corporations Act. The company plans to remedy this by holding the meeting on March 5, 2026, with a record date of January 29, 2026 for shareholder voting eligibility. Expected agenda items include the election of directors, appointment of auditors, and approval of equity incentive plans.

Meeting materials, including the management information circular and proxy forms, will be mailed to shareholders and filed on SEDAR+ in accordance with applicable securities laws.

About Totec Resources Ltd.

Totec Resources Ltd. is a Canadian mineral acquisition and exploration company focused on identifying and advancing high-potential mineral properties. The White Willow Project, now its flagship asset, provides exposure to key minerals such as lithium and tantalum, both of which are critical for modern technology applications including batteries and electronics.

The company’s transformation from a capital pool entity to an active mining issuer represents a strategic step in positioning itself within the junior mining sector and pursuing future exploration and development activities.

Forward-Looking Statements and Cautionary Notes

Like all mining and exploration companies, Totec’s forward progress is subject to regulatory approvals, market conditions, and operational risks. The press release emphasises that there is no assurance that trading will resume prior to the completion of all required conditions, and there can be no guarantee that additional financings or approvals will be obtained on favourable terms.

Investors are advised to review the company’s SEDAR+ filings for comprehensive filings, technical reports, and risk disclosures related to the qualifying transaction and the White Willow Property.

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