Cosa Resources Announces C$5 Million Private Placement
Cosa Resources Announces C$5 Million Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia – May 30, 2023 – Cosa Resources Corp. (CSE: COSA) (“Cosa Resources” or the “Company”)
is pleased to announce that it has entered into an agreement with Haywood Securities Inc. (“Haywood” or the “Agent”)
who has agreed to sell, on a commercially reasonable efforts private placement basis, 2,857,200 hard dollar units of the
Company (the “Hard Dollar Units”) at a price of C$0.35 per Hard Dollar Unit (the “Hard Dollar Issue Price”), and 7,767,000
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$0.515 per Charity FT Unit (the “ Charity FT Issue Price”), for aggregate gross proceeds to the Company of
C$5,000,025 (collectively, 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 common share” within the meaning of the Income Tax Act (Canada) plus one-half of one
Warrant. Each Warrant will entitle the holder thereof to purchase one Share (a “Warrant Share”) at an exercise price of
C$0.50 for 24 months following the completion of the Offering.
In addition, the Company has agreed to grant the Agent an option (the “ Over-Allotment Option”), exercisable in whole
or in part by Haywood, at any time up to 48 hours prior to the Closing Date (as defined below), to sell up to an additional
number of Units, in any combination of Hard Dollar Units and/or Charity FT Units, equal to 15% of the total Units issuable
pursuant to the Offering at the respective 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 charities, who may sell such units (the “ Resale Units”) concurrent with closing of the
Offering to purchasers arranged by the Agent 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 exploration
expenses” that qualify as “flow -through critical mineral mining expenditures” as such terms are defined in the Income
Tax Act (Canada) (the “ Qualifying Expenditures ”) related to the Company’s uranium projects in the Athabasca Basin,
Saskatchewan, on or before December 31, 2024. All Qualifying Expenditures will be renounced in favour of the
subscribers of the Charity FT Units effective December 31, 2023. The net proceeds from the sale of Hard Dollar Units will
be used to fund exploration and for additional working capital purposes.
The Units will be offered to purchasers pursuant National Instrument 45 -106 – Prospectus Exemptions in all of the
provinces of Canada , except Québec, and/or in other jurisdictions as agreed to between the Company and the Agent.
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 securities laws.
The Offering is expected to close on or about June 21, 2023 (the “Closing Date”). The Company will pay to the Agent a
cash commission of 6.0% of the gross proceeds raised in respect of the Offering, other than in respect of up to a maximum
of C$500,000 worth of Units issued to certain purchasers on a president’s list to be agreed upon by the Company and the
Agent (the “ President’s List”), in which case the commission in respect of such issuance shall be equal to 3.0% . In
addition, the Company will issue to the Agent compensation options, 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 of C$0.35 per Share, other than in respect of Units issued to purchasers on the President’s
List, in which case the Company will not issue any compensation options.
About Cosa Resources
Cosa Resources is a Canadian mineral exploration company based in Vancouver, BC and is focused on the exploration of
its uranium and copper properties in northern Saskatchewan. The portfolio includes six uranium exploration properties:
Ursa, Orion, Castor, Charcoal, Helios, and Astro, totaling 140,677 ha in the eastern and northern Athabasca Basin.
The team behind Cosa Resources has a track record of success in Saskatchewan, with several decades of combined
experience in uranium exploration, discovery, and development in the province.
For further information on Cosa Resources, please contact:
Keith Bodnarchuk, President & CEO
Tel: +1 888-899-2672 (COSA)
Email: [email protected]
Website: www.cosaresources.ca
Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian
Securities 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", "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 fac t 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 Reso urces
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 a re
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 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 signific ant
business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, co uld
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 rel iance 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 flo w 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; 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 wi th 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 c ertain 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 Compa ny 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.