Cosa Closes Upsized C$7.5 Million Private Placement
Cosa Closes Upsized C$7.5 Million Private
Placement
Vancouver, British Columbia--(Newsfile Corp. - December 4, 2025) -
Cosa Resources Corp.
(TSXV:
COSA) (OTCQB: COSAF) (FSE: SSKU) ("
Cosa
" or the "
Company
") is pleased to announce that it has
closed the brokered private placement previously announced by the Company on November 13, 2025,
as upsized on November 14, 2025, for aggregate gross proceeds to the Company of C$7,500,000.74
(the "
Offering
"). The Offering was completed through a syndicate of agents, led by Haywood Securities
Inc. and including Velocity Capital Partners and CIBC Capital Markets (collectively, the "
Agents
").
Cosa's largest shareholder, Denison Mines Corp. (TSX: DML) (NYSE American: DNN) ("
Denison
"),
participated in the Offering pursuant to its rights under the investor rights agreement between Denison
and the Company dated January 14, 2025 (the "
Investor Rights Agreement
"). With closing of the
Offering, Denison now owns 18.59% of Cosa on a partially-diluted basis. Denison is a leading
Athabasca Basin-focused uranium mining, development, and exploration company with a market
capitalization of approximately C$3 billion. Denison's current focus is advancing the development-stage
Wheeler River project, which represents one of the largest undeveloped uranium mining projects in the
infrastructure rich eastern portion of the Athabasca Basin.
Pursuant to the Offering, the Company issued: (i) 11,538,462 hard dollar units of the Company (the
"
Units
") at a price of C$0.26 per Unit (the "
Unit Issue Price
"); (ii) 7,537,690 charity flow-through units of
the Company (the "
Charity FT Units
") at a price of C$0.398 per Charity FT Unit; and (iii) 5,000,000
flow-through common shares of the Company (the "
FT Shares
", and together with the Units and Charity
FT Units, the "
Offered Securities
") at a price of C$0.30 per FT Share.
Each FT Share 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). Each Unit consists of one common share of the Company (a "
Unit
Share
") plus one-half of one common share purchase warrant (each whole warrant, a "
Warrant
"). Each
Charity FT Unit consists of one FT Share plus one-half of one Warrant. Each Warrant entitles the holder
thereof to purchase one common share of the Company (a "
Warrant Share
") at an exercise price of
C$0.37 until December 4, 2027.
The Company will use the net proceeds from the sale of Units to fund exploration and for additional
working capital purposes. The gross proceeds from the sale of Charity FT Units and FT Shares will be
used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through
critical 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) (collectively, the "
Qualifying Expenditures
") related to the
Company's uranium projects in the Athabasca Basin, Saskatchewan, on or before December 31, 2026.
All Qualifying Expenditures will be renounced in favour of the subscribers of the Charity FT Units and FT
Shares effective December
31, 2025.
In consideration for the services provided by the Agents in connection with the Offering, on closing the
Company: (i) paid to the Agents a cash commission equal to 5.0% of the gross proceeds of the Offering,
other than in respect of Offered Securities issued to certain purchasers on a president's list agreed upon
by the Company and the Agents (the "
President's List
"), in which case the commission in respect of
such issuance was equal to 3.0%; and (ii) issued compensation options of the Company (the
"
Compensation Options
") to the Agents to acquire that number of common shares in the capital of the
Company (each a "
Compensation Option Share
") which is equal to 6.0% of the number of Offered
Securities sold under the Offering, other than in respect of Offered Securities issued to purchasers on
the President's List, in which case the Company did not issue any Compensation Options. Each
Compensation Option entitles the holder to acquire one Compensation Option Share until December 4,
2027, at an exercise price of C$0.26.
The Offered Securities are subject to a hold period expiring on April 5, 2026.
Certain directors and officers of the Company, Denison, and certain officers of Denison subscribed for
an aggregate of 2,607,692 Units and 616,669 FT Shares for gross proceeds of C$863,000.62 under
the Offering. Participation by these insiders of the Company in the Offering constitutes a related-party
transaction as defined under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in
Special Transactions
("
MI 61-101
"). The issuance of these securities is exempt from the formal
valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 as the
Shares are listed on the TSX Venture Exchange. The issuance of these securities is also exempt from
the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(b) of MI
61-101 as the fair market value was less than C$2,500,000.
Denison will be filing an early warning report, under National Instrument 62-103 -
The Early Warning
System and Related Take-Over Bid and Insider Reporting Issues
in respect of the acquisition by
Denison of 2,307,692 Units on closing of the Offering.
Prior to the issuance of the Units by Cosa,
Denison held 16,723,172 Shares and 1,263,833 common share purchase warrants, representing
19.95% of Cosa on a partially-diluted basis.
Immediately after giving effect to the Offering, Denison had
beneficial ownership of, or control and direction over, 19,030,864 Shares, representing 16.85% of the
issued and outstanding Shares of Cosa as of the date hereof and 2,417,679 common share purchase
warrants, representing 9.81% of the warrants issued and outstanding after the Offering.
The Units were
acquired by Denison for investment purposes. Denison intends to review, on a continuous basis, various
factors related to its investment in Cosa, and may decide to acquire or dispose of additional securities
of Cosa as future circumstances may dictate, including pursuant to the exercise of warrants, the terms of
the Acquisition Agreement between Denison and Cosa dated November 26, 2024 and/or its pre-
emptive rights under the Investor Rights Agreement.
Further information is available in Cosa's press
release dated January 14, 2025, in the early warning report to be filed by Denison under Cosa's profile
on SEDAR+ or by contacting Denison:
Geoff Smith, Vice President Corporate Development & Commercial
Denison Mines Corp.
Suite 1100 - 40 University, Toronto, Ontario M5J 1T1
The Offered securities described in this news release have not been, nor will they be, registered under
the United States Securities Act of 1933, as amended (the "
U.S. Securities Act
"), or any United
States state securities laws, and may not be offered or sold, directly or indirectly, within the United
States or to, or for the account or benefit of, U.S. persons absent registration or an exemption from
registration requirements. This news release does not constitute an offer for sale of securities, nor a
solicitation for offers to buy any securities
in the United States, not in any other jurisdiction in which
such offer, solicitation or sale would be unlawful.
The terms "Unites States" and "U.S. person" used herein are as defined in Regulation S under the
U.S. Securities Act.
About Cosa Resources Corp.
Cosa Resources is a Canadian uranium exploration company operating in northern Saskatchewan. The
portfolio comprises roughly 237,000 ha across multiple underexplored 100% owned and Cosa-operated
joint venture projects in the Athabasca Basin region, the majority of which reside within or adjacent to
established uranium corridors.
In January of 2025, the Company entered a transformative strategic collaboration with Denison Mines
that has secured Cosa access into several additional highly prospective eastern Athabasca uranium
exploration projects. As Cosa's largest shareholder, Denison gains exposure to Cosa's potential for
exploration success and its pipeline of uranium projects.
Cosa's award-winning management team has a track record of success in Saskatchewan. In 2022,
members of the Cosa team were awarded the AME Colin Spence Award for the discovery of the
Hurricane uranium deposit. Cosa personnel led teams or had integral roles in the discovery of Denison's
Gryphon deposit and 92 Energy's GMZ zone and held key roles in the founding of both NexGen and
IsoEnergy.
The Company's focus throughout 2026 is drilling at the Darby and Murphy Lake North projects in the
eastern Athabasca Basin. Both projects are operated by Cosa and are 70/30 joint ventures between
Cosa and Denison respectively. Drilling at Darby is planned to test priority targets identified by thorough
review of historical data and drill core and will target areas with anomalous uranium, clay alteration, and
historical mineralization intersected nearby. Drilling at Murphy Lake North will follow up 2025 drilling
which intersected broad zones of structurally controlled alteration over roughly 2 kilometres of strike
length.
Contact
Keith Bodnarchuk, President & CEO
Suite 1723 - 595 Burrard Street, Vancouver, BC
V7X 1L4
+1 888-899-2672 (COSA)
Neither the TSX Venture Exchange nor its Regulation 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, assumptions or future events or performance
(often, but not always, identified by words or phrases such as "believes", "anticipates", "expects", "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 taken", 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 final approval of the Offering
by the TSX Venture Exchange, the proposed use of proceeds of the Offering and the tax treatment of
the Charity FT Units and FT Shares.
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, among other things, the price of
metals; costs of exploration and development; 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 significant 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 and FT Shares, competitive risks and the availability of financing;
precious metals price volatility; risks associated with the conduct of the Company's mining activities;
regulatory, consent or permitting delays; risks relating to reliance 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 flow 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 environment, health and safety;
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. Readers 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 Company 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.
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