Source: Cosa Resources Corp

Source: Cosa Resources Corp

November 14, 2025 13:23 ET

Cosa Announces Upsized

C$7.5 Million Private

Placement

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED

STATES

VANCOUVER, British Columbia, Nov. 14, 2025 (GLOBE NEWSWIRE) -- Cosa Resources Corp. (TSX-V:

COSA) (OTCQB: COSAF) (FSE: SSKU) (“Cosa” or the “Company”) is pleased to announce that, in

connection with its previously announced commercially reasonable efforts private placement (the

“Offering”) it has entered into an amended agreement with Haywood Securities Inc., on behalf of

itself and a syndicate of agents including Velocity Capital Partners and CIBC Capital Markets

(collectively, the “Agents”) to increase the size of the Offering to: (i) up to 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) up to 7,537,690

charity ow-through units of the Company (the “Charity FT Units”) at a price of C$0.398 per Charity

FT Unit, and (iii) up to 5,000,000 ow-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, for aggregate gross proceeds to the Company of up to approximately C$7,500,000

(collectively, the “Offering”).

Each FT Share will qualify as a “ow-through share” within the meaning of the Income Tax Act

(Canada) and will qualify as an “eligible ow-through share” as dened in The Mineral Exploration

Tax Credit Regulations, 2014 (Saskatchewan). Each Unit will consist 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 will consist of one FT Share plus one-half of one Warrant.

Each Warrant will entitle the holder thereof to purchase one common share of the Company (a

“Warrant Share”) at an exercise price of C$0.37 for 24 months following the Closing Date (as dened

below).

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 Agents at a

price per Resale Unit equal to the Unit Issue Price.

The Company intends to 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 “ow-through critical mineral mining expenditures” as such terms are dened in the Income Tax

Act (Canada), and to incur “eligible ow-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.

Subject to compliance with applicable regulatory requirements and in accordance with National

Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Offered Securities will be offered by

way of the “accredited investor”, “family, friends and business associates” and “minimum amount

investment” exemptions under NI 45-106 in all of the provinces of Canada, or in the case of the

Units, also in offshore jurisdictions and the United States on a private placement basis pursuant to

one or more exemptions from the registration requirements of the U.S. Securities Act. The Unit

Shares, FT Shares and Warrant Shares issuable pursuant to the Offering will be subject to a hold

period ending on the date that is four months plus one day following the Closing Date under

applicable Canadian securities laws.

The Offering is expected to close on or about December 4, 2025 (the “Closing Date”), or such other

date as the Company and the Agents may agree, and is subject to certain conditions including, but

not limited to, receipt of all necessary approvals including the approval of the TSX Venture

Exchange.

The Company will pay to the Agents a cash commission of 5.0% of the gross proceeds raised in

respect of the Offering, other than in respect of up to C$1,500,000 in Offered Securities issued to

certain purchasers on a president’s list to be agreed upon by the Company and the Agents (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 Agents compensation options, exercisable for a period of

24 months following the Closing Date, to acquire in aggregate that number of common shares

which is equal to 6.0% of the number of Offered Securities sold under the Offering at an exercise

price equal to the Unit Issue Price, other than in respect of Offered Securities issued to purchasers

on the President’s List, in which case the Company will not issue any compensation options.

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 benet 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 dened 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

identied 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

[email protected]

+1 888-899-2672 (COSA)

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is dened 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, identied 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 closing date of the Offering, 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 prole 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 reect 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 signicant 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

nancing; 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 uctuations; risks

regarding the failure to generate sufcient cash ow from operations; risks relating to project

nancing 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 difculties 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; conicts of interest among certain directors and ofcers; lack

of liquidity for shareholders of the Company; litigation risk; and the factors identied 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 reect changes in assumptions or changes in

circumstances or any other events affecting such statements or information, other than as

required by applicable law.