Cosa Resources increases offering to $12.01-million

Executive Summary

• COSA Resources Corp. has upsized its previously announced bought deal private placement to aggregate gross proceeds of approximately C$12.01 million, adding Haywood Securities Inc. as co-lead underwriter.
• The offering comprises four distinct share classes priced between C$0.60 and C$0.99 per share, with major shareholder Denison Mines Corp. participating via pre-emptive rights.
• Proceeds will fund exploration and development of uranium projects in the Athabasca basin, with flow-through portions designated for eligible Canadian exploration expenses to be renounced by December 31, 2026.

Key Details

• Offering Structure & Pricing:
• 5,835,000 non-flow-through common shares at C$0.60/share
• 3,045,000 Saskatchewan charity flow-through common shares at C$0.99/share
• 4,020,000 national charity flow-through common shares at C$0.87/share
• 2,860,000 flow-through common shares at C$0.70/share
• Aggregate Gross Proceeds: C$12,014,950
• Underwriters: Velocity Trade Capital Ltd. (lead/syndicate) and Haywood Securities Inc. (co-lead underwriter)
• Shareholder Participation: Denison Mines Corp. (largest shareholder, >$4.5B market cap) will exercise pre-emptive and top-up rights under a Jan. 14, 2025 investor rights agreement.
• Use of Proceeds:
• Net proceeds from non-flow-through shares: Exploration, development, and working capital.
• Gross proceeds from flow-through/charity shares: Incur eligible Canadian exploration expenses (critical mineral mining expenditures) for uranium projects in the Athabasca basin.
• Renunciation Deadline: All qualifying expenditures will be renounced to subscribers by Dec. 31, 2026.
• Indemnification: Company will indemnize subscribers for additional income taxes if renunciation fails or CRA reduces expenditures.
• Regulatory & Hold Periods:
• Offered under NI 45-106 exemptions (accredited investor, family/friends/business associates, minimum amount).
• Flow-through shares: 4-month + 1 day hold period post-closing.
• Non-flow-through & charity shares: No hold period (subject to TSX-V rules).
• US/offshore resale permitted under available exemptions.
• Closing & Conditions: Expected to close on or about June 24, 2026, subject to TSX-V approval and other customary conditions.
• Operational Focus: Primary focus for remainder of 2026 is drilling at Murphy Lake North and Darby projects in the eastern Athabasca basin to follow up on uranium mineralization, geochemistry, and hydrothermal alteration zones.