Usha Resources Ltd., a lithium exploration company operating in North America, is delighted to declare its agreement through a Letter of Intent (the “LOI”) with Stardust Power, Inc. (“Stardust Power”) dated March 15, 2024, enabling Stardust Power to earn a potential 90% interest, subject to a 2% Net Smelter Royalty (“NSR”), in Usha’s Jackpot Lake Lithium Brine Project (“Jackpot Lake” or the “Project”).

Should the parties finalize definitive agreements for the transaction, (i) depending on the earn-in level, the overall consideration could amount to a maximum of US$26,025,000 over a five-year period, comprising payments of US$1,525,000 in cash, US$750,000 in stock, US$15,750,000 in stock or cash, at the discretion of Stardust Power, and a work commitment of (US$8M). Upon the successful completion of the full earn-in, including the NSR buyback, Usha would retain a 10% stake in the Project along with a 2% NSR, and would be carried in the Joint Venture (“JV”) established between Usha and Stardust Power until a formal Decision to Mine is made subsequent to the completion of a Feasibility Study. Stardust would have the option to repurchase a 1% NSR for a cash payment of US$7.5M.

Stardust Power has paid a non-refundable sum of US$75,000 to Usha as per the terms of the LOI. While the LOI is non-binding, Usha has agreed not to engage or communicate with any other party regarding the Project until September 2024. The completion of the transaction is contingent upon several conditions, including the satisfactory completion of Stardust Power's commercial and legal due diligence, the negotiation and signing of definitive agreements (the “Definitive Agreement”), and approval from the TSX Venture Exchange. However, the company advises that there is no assurance that the Definitive Agreement will be finalized or that other conditions will be met.

Stardust Power is in the process of establishing a lithium refinery facility in Muskogee, Oklahoma, with the capability to produce up to 50,000 tons per annum of battery-grade lithium carbonate (“BGLC”) once fully operational. The refinery aims to promote greater energy independence with reduced carbon footprint for the United States. Stardust Power aims to position itself as a sustainable and cost-efficient supplier of BGLC, primarily targeting the electric vehicle (“EV”) market. The facility, designed for flexibility, will accommodate various types of lithium brine inputs, including concentrated lithium brine, lithium chloride, or technical and crude grade lithium feedstocks. Upon completion, the facility is expected to receive inputs from multiple lithium producers, establishing itself as one of the largest lithium refineries in the United States.

In accordance with the LOI, the Company has committed to compensating 2818390 Ontario Corp (the “Finder”) with a finder’s fee for their aid in the potential sale of the Jackpot Lake Project. The fee structure entails (i) 10% on the initial $300,000 in Transaction Value, (ii) 7.5% on Transaction Values ranging from $300,000 to $1,000,000, and (iii) 5% on Transaction Values exceeding $1,000,000 in the consideration received directly from Stardust Power, Inc. by Usha.