Cosa Resources Closes C$5.5 Million Private Placement
Cosa Resources Closes C$5.5 Million Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, Bri�sh Columbia – June 21, 2023 – Cosa Resources Corp. (CSE: COSA) (“Cosa Resources” or the “Company”)
is pleased to announce that it has closed the brokered private placement previously announced by the Company on May
30, 2023 for aggregate gross proceeds of $5,557,795.50 (the “Offering”). The Offering was conducted by Haywood
Securi�es Inc. (the “Agent”) as sole agent and bookrunner.
Pursuant to the Offering, the Company issued 4,450,830 hard dollar units of the Company (the “Hard Dollar Units”) at a
price of C$0.35 per Hard Dollar Unit and 7,767,000 charity flow-through units of the Company (the “ Charity FT Units”,
and together with the Hard Dollar Units, the “Units”) at a price of C$ 0.515 per Charity FT Unit , which includes the full
exercise of the Agent's over-allotment op�on.
Each Hard Dollar Uni t consists 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 consists of one Share and one-half of
one Warrant, each of which qualifies as a “flow-through share” within the meaning of the Income Tax Act (Canada). Each
Warrant will en�tle the holder thereof to purchase one Share (a “Warrant Share”) at an exercise price of C $0.50 un�l
June 21, 2025.
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) (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 effec�ve December 31, 2023. The net proceeds from the sale of Hard Dollar Units will
be used to fund explora�on and for addi�onal working capital purposes.
In considera�on for the services provided by the Agent in connec�on with the Offering, on closing the Company: (i) paid
to the Agent a cash commission equal to 6 % of the gross proceeds of the Offering, o ther than in respect of Units issued
to certain purchasers on a president’s list agreed upon by the Company and the Agent (the “ President’s List”), in which
case the commission in respect of such issuance was equal to 3 %; and (ii) issued compensa�on op�ons of the Company
(the “Compensa�on Op�ons”) to the Agent to acquire that number of common shares in the capital of the Company
(each a “Compensa�on Op�on Share”) which is equal to 6% of the number of Units sold under the Offering, other than
in respect of Units issued to purchasers on the President’s List, in which case the Company did not issue any
Compensa�on Op�ons. Each Compensa�on Op�on en�tles the holder thereof to acquire one Compensa�on Op�on
Share for a period of 24 months from the closing date of the Offering, at an exercise price of C$0.35.
The securi�es issued pursuant to the Offering have a hold period of four months and one day from closing, expiring on
October 22, 2023.
Directors and officers of the Company subscribed for an aggregate of 231,431 Hard Dollar Units for gross proceeds of
$81,000.85 under the Offering. Par�cipa�on by insiders of the Company in the Offering cons�tutes a related-party
transac�on as defined under Mul�lateral Instrument 61 -101 – Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The issuance of securi�es is exempt from the formal valua�on requirements of Sec�on 5.4
of MI 61 -10 1 p u r s u a n t t o S u b s e c � o n 5 . 5 ( b ) o f M I 6 1-101 as the common shares of the Company are listed on the
Canadian Securi�es Exchange . The issuance of securi�es is also exempt from the minority approval requirements of
Sec�on 5.6 of MI 61-101 pursuant to Subsec�on 5.7(1)(b) of MI 61-101 as the fair market value was less than $2,500,000.
This press release shall not cons�tute an offer to sell or the solicita�on of an offer to buy securi�es in the United States,
nor shall there be any sale of the securi�es in any jurisdic�on in which such offer, solicita�on or sale would be unlawful.
The securi�es being offered have not been, nor will they be, registered under the United States Securi�es Act of 1933,
as amended (the “1933 Act”) or under any U.S. state securi�es laws, and may not be offered or sold in the United States
absent registra�on or an applicable exemp�on from the registra�on requirements of the 1933 Act, as amended, and
applicable state securi�es laws.
About Cosa Resources
Cosa Resources is a Canadian mineral explora�on company based in Vancouver, BC and is focused on the explora�on of
its uranium and copper proper�es in northern Saskatchewan. The por�olio includes six uranium explora�on proper�es:
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 explora�on, discovery, and development in the province.
For further informa�on 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 Securi�es Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian
Securi�es 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 Reso urces
expects or anticipates will or may occur in the future including the 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 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 cu rrent 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; 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 operatio ns; 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 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 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.