Usha Resources : Material Change Report - Announces Red Cloud Securities Inc. & Investor Relations

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1: Name and Address of Reporting Issuer

Usha Resources Ltd. (the "Company") Suite 400 - 1681 Chestnut Street Vancouver, BC V6J 4M6

Item 2: Date of Material Change

April 15, 2022 and April 18, 2022.

Item 3: News Release

A new release was issued and disseminated on April 19, 2022 and filed on SEDAR (www.sedar.com).

Item 4: Summary of Material Changes

The Company announced that it has retained Red Cloud Securities Inc. ("Red Cloud" or "RCSI") to provide marketing services and has entered into a consulting agreement with Mr. Tyler Muir of TMM Capital Advisory for investor relations and communications services. See Item 5 for details.

Item 5: Full Description of Material Change

The Company announced that it has retained Red Cloud to provide market-making services while adding TMM Capital Advisory to spearhead investor relations..

Market Making Services Agreement

RCSI will assist the Company, helping to ensure a fair, tight and liquid public trading market is always maintained. Red Cloud's experienced team of professional traders will work actively and regularly with Company management offering trading advice, reporting, and tracking of their stock. Having professionals overseeing the day-to-day trading and activity of the Company stock will help create a strong level of comfort and assurances the markets are being maintained every day.

RCSI's engagement is for a one-year period, effective April 15, 2022, for a monthly fee of $12,000.00. Red Cloud will not receive any Common Shares or options as compensation. The agreement is principally for the purposes of maintaining market stability and liquidity for the Company's common shares and is not a formal market-making agreement.The engagement of Red Cloud remains subject to the approval of the TSX Venture Exchange.

Investor Relations Agreement

The Company is also pleased to announce that it has entered into a consulting agreement with Mr. Tyler Muir of TMM Capital Advisory for investor relations and communications services. Mr. Muir has been deeply involved with the capital markets since 2015. Having developed an extensive retail and institutional network, Mr. Muir is known for his intuitive business ideas and for keeping investors informed and educated with open and continuous engagement.

The initial agreement is for a six-month term, with monthly fees of $3,500.00. The Company also announces a grant of 50,000 stock options to Mr. Muir at an exercise price of $0.30. The stock options will be in effect for two years and will vest in accordance with the policies of, and are subject to approval by, the TSX Venture Exchange. The Agreement may be extended with the prior written consent of both parties or terminated at any time with 30-day notice.

Item 6:

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

Not applicable.

Item 7: Omitted Information

Not applicable.

2

Item 8:Executive Officer

Deepak Varshney, CEO and Director

For more information, please phone Tyler Muir, Investor Relations at 1.888.772.2452, [e-mail] or visit www.usharesources.com.

Item 9:

Date of Report

April 21, 2022