Cosa Announces C$5 Million Bought Deal Private Placement To Fund Athabasca Basin Uranium Explora�on
Cosa Announces C$5 Million Bought Deal Private Placement To
Fund Athabasca Basin Uranium Explora�on
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, Bri�sh Columbia – February 12, 2024 – Cosa Resources Corp. ( TSX-V: COSA) (OTCQB: COSAF) (FSE: SSKU)
(“Cosa” or the “Company”) is pleased to announce that it has entered into an agreement with Haywood Securi�es Inc.,
on behalf of itself and a syndicate of underwriters (collec�vely, the “Underwriters”) who have agreed to purchase, or
arrange for subs�tute purchasers, on a “bought deal ” private placement basis, 2,128,000 hard dollar units of the
Company (the “Hard Dollar Units”) at a price of C$0.47 per Hard Dollar Unit (the “Hard Dollar Issue Price”), and 5,603,000
charity flow-through units of the Company (the “Charity FT Units”, and together with the Hard Dollar Units, the “Units”)
at a price of C$0.714 per Charity FT Unit (the “Charity FT Issue Price”), for aggregate gross proceeds to the Company of
C$5,000,702 (collec�vely, the “Offering”).
Each Hard Dollar Unit will consist of one common share of the Company (a “Share”) plus one-half of one common share
purchase warrant (each whole such warrant, a “Warrant”). Each Charity FT Unit will consist of one Share of the Company
that qualifies as a “flow-through share” within the meaning of the Income Tax Act (Canada) and will qualify as an “eligible
flow-through share” as defined in The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) plus one-half of
one Warrant.
Each Warrant will en�tle the holder thereof to purchase one Share (a “Warrant Share”) at an exercise price of C$0.67 for
24 months following the comple�on of the Offering. The Warrants will be subject to an accelera�on provision whereby,
if for any ten consecu�ve trading days, the closing price of the Shares exceeds $1.20 per Share on the TSX Venture
Exchange, the Company may announce by way of press release that the expiry date of the Warrants will be accelerated
to 30 days therea�er.
In addi�on, the Company has agreed to grant the Underwriters an op�on (the “Over-Allotment Op�on”), exercisable in
whole or in part by Haywood, at any �me up to 48 hours prior to the Closing Date (as defined below), to purchase up to
an addi�onal number of Units, in any combina�on of Hard Dollar Units and/or Charity FT Units, equal to 15% of the total
Units issuable pursuant to the Offering at the respec�ve issue prices above.
The Company understands that purchasers of the Charity FT Units may immediately resell or donate some or all of the
Charity FT Units to registered chari�es, who may sell such units (the “ Resale Units”) concurrent with closing of the
Offering to purchasers arranged by the Underwriters at a price per Resale Unit equal to the Hard Dollar Issue Price.
The gross proceeds from the sale of Charity FT Units will be used by the Company to incur eligible “Canadian explora�on
expenses” that qualify as “flow -through cri�cal mineral mining expenditures” as such terms are defined in the Income
Tax Act (Canada), and to incur “eligible flow-through mining expenditures” pursuant to The Mineral Exploration Tax Credit
Regulations, 2014 (Saskatchewan) (collec�vely, the “ Qualifying Expenditures”) related to the Company’s uranium
projects in the Athabasca Basin, Saskatchewan, on or before December 31, 2025. All Qualifying Expenditures will be
renounced in favour of the subscribers of the Charity FT Units effec�ve December 31, 2024. The net proceeds from the
sale of Hard Dollar Units will be used to fund explora�on and for addi�onal working capital purposes.
The Units will be offered to purchasers pursuant to Na�onal Instrument 45 -106 – Prospectus Exemptions in all of the
provinces of Canada, except Québec, and/or in other jurisdic�ons as agreed to between the Company and the
Underwriters. The Units will be subject to the statutory hold period of four months and one day from the date of issuance
in accordance with applicable Canadian securi�es laws.
The Offering is expected to close on or about March 5 , 2024 (the “ Closing Date ”). The Company will pay to the
Underwriters a cash commission of 5.0% of the gross proceeds raised in respect of the Offering, other than in respect of
Units issued to certain purchasers on a president’s list to be agreed upon by the Company and the Underwriter s (the
“President’s List”), in which case the commission in respect of such issuance shall be equal to 3.0%. In addi�on, the
Company will issue to the Underwriters compensa�on op�ons, exercisable for a period of 24 months following the
Closing Date, to acquire in aggregate that number of Shares which is equal to 6.0% of the number of Units sold under
the Offering at an exercise price equal to the Hard Dollar Issue Price, other than in respect of Units issued to purchasers
on the President’s List, in which case the Company will not issue any compensa�on op�ons.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United
States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended
(the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S.
Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such
registration is available.
About Cosa Resources Corp.
Cosa Resources is a Canadian uranium explora�on company opera�ng in northern Saskatchewan. The por�olio comprises
roughly 200,000 ha across mul�ple projects in the Athabasca Basin region, all of which are underexplored, and the
majority reside within or adjacent to established uranium corridors.
Cosa’s award-winning management team has a long track record of success in Saskatchewan. In 2022, members of the
Cosa team were awarded the AME Colin Spence Award for their previous involvement in discovering IsoEnergy’s
Hurricane deposit. Prior to Hurricane, Cosa personnel led teams or had integral roles in the discovery of Denison Mines’
Gryphon deposit and 92 Energy's Gemini Zone and held key roles in the founding of both NexGen and IsoEnergy.
Cosa’s primary focus through 2024 is ini�al drilling at their Ursa Project, which captures over 60 -kilometres of strike
length of the Cable Bay Shear Zone, a regional structural corridor with known mineraliza�on and limited historical drilling.
It poten�ally represents the last remaining eastern Athabasca corridor to not yet yield a major discovery. Modern
geophysics completed by Cosa in 2023 iden�fied mul�ple high- priority target areas characterized by conduc�ve
basement stra�graphy beneath or adjacent to broad zones of inferred sandstone altera�on – a se�ng that is typical of
most eastern Athabasca uranium deposits.
Contact
Keith Bodnarchuk, President & CEO
+1 888-899-2672 (COSA)
Neither the TSX Venture Exchange nor its Regula�on Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Any statements
that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assu mptions or
future events or performance (often, but not always, identified by words or phrases such as "believes", "anticipates", "expec ts", "is
expected", "scheduled", "estimates", "pending", "intends", "plans", "forecasts", "targets", or "hopes", or variations of such words and
phrases or statements that certain actions, events or results "may", "could", "would", "will", "should" "might", "will be tak en", or
"occur" and similar expressions) are not statements of historical fact and may be forward- looking statements. Forward- looking
information herein includes, but is not limited to, statements that address activities, events or developments that Cosa expects or
anticipates will or may occur in the future including the closing date of the Offering, proposed use of proceeds of the Offering and the
tax treatment of the Charity FT Units.
Forward-looking statements and forward-looking information relating to any future mineral production, liquidity, enhanced value and
capital markets profile of the Company, future growth potential for the Company and its business, and future exploration plans are
based on management’s reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management’s
experience and perception of trends, current conditions and expected developments, and other factors that management believes are
relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, amon g
other things, the price of metals; no escalation in the severity of the COVID -19 pandemic; costs of exploration and develo pment; the
estimated costs of development of exploration projects; the Company’s ability to operate in a safe and effective manner.
These statements reflect the Company’s respective current views with respect to future events and are necessarily based upon a
number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to signific ant
business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could
cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are
or may be expressed or implied by such forward- looking statements or forward- looking information and the Company has made
assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the future tax
treatment of the Charity FT Units, competitive risks and the availability of financing; precious metals price volatility; ris ks associated
with the conduct of the Company's mining activities; regulatory, consent or permitting delays; risks relating to r eliance on the
Company's management team and outside contractors; the Company's inability to obtain insurance to cover all risks, on a commercially
reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash f low from operations; risks
relating to project financing and equity issuances; risks and unknowns inherent in all mining projects; contests over title to properties,
particularly title to undeveloped properties; laws and regulations governing the environme nt, health and safety; the ability of the
communities in which the Company operates to manage and cope with the implications of COVID -19; the economic and financial
implications of COVID -19 to the Company; operating or technical difficulties in connection with mining or development activities;
employee relations, labour unrest or unavailability; the Company's interactions with surrounding communities; the speculative nature
of exploration and development; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for
shareholders of the Company; litigation risk; and the factors identified in the Company’s public disclosure documents. Reader s are
cautioned against attributing undue certainty to forward-looking statements or forward-looking information. Although the Company
has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause
results not to be anticipated, estimated or intended. The Com pany does not intend, and does not assume any obligation, to update
these forward-looking statements or forward- looking information to reflect changes in assumptions or changes in circumstances or
any other events affecting such statements or information, other than as required by applicable law.