Cosa Resources increases offering to $12.01-million

Mr. Keith Bodnarchuk reports COSA ANNOUNCES UPSIZED C$12 MILLION BOUGHT DEAL PRIVATE PLACEMENT INCLUDING PARTICIPATION BY DENISON MINES In connection with its previously announced bought deal private placement, Cosa Resources Corp. has entered into an amended agreement with Velocity Trade Capital Ltd., on behalf of itself and a syndicate of underwriters to include Haywood Securities Inc. as co-lead underwriter to increase the size of the offering to: (i) 5,835,000 common shares of the company at a price of 60 cents per non-flow-through share; (ii) 3,045,000 Saskatchewan charity flow-through common shares of the company at a price of 99 cents per Saskatchewan charity flow-through share; (iii) 4.02 million national charity flow-through common shares of the company at a price of 87 cents per national charity flow-through share; and (iv) 2.86 million flow-through common shares of the company at a price of 70 cents per flow-through share for aggregate gross proceeds to the company of $12,014,950. Cosa's largest shareholder, Denison Mines Corp., has indicated that it will participate in the offering pursuant to its pre-emptive and top-up rights under the investor rights agreement between Denison and Cosa dated Jan. 14, 2025. Denison is a leading Athabasca-basin-focused uranium mining, development and exploration company with a market capitalization of over $4.5-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. Each charity flow-through share and flow-through share will qualify as a flow-through share within the meaning of the Income Tax Act (Canada) and, in respect of the Saskatchewan charity flow-through shares, will qualify as an eligible flow-through share as defined in the Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan). The company intends to use the net proceeds from the sale of non-flow-through shares to finance exploration and development and for additional working capital purposes. The gross proceeds from the sale of charity flow-through shares and flow-through 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, in respect of the gross proceeds received from subscribers of the Saskatchewan charity flow-through shares and flow-through shares, to incur eligible flow-through mining expenditures pursuant to the Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan), related to the company's uranium projects in the Athabasca basin in Saskatchewan on or before Dec. 31, 2027. All qualifying expenditures will be renounced in favour of the subscribers of charity flow-through shares and flow-through shares effective Dec. 31, 2026. In the event that the company does not renounce on or prior to Dec. 31, 2026, qualifying expenditures in amount equal to the gross proceeds of the charity flow-through shares and flow-through shares purchased and/or if the amount of the qualifying expenditures is reduced upon assessment or reassessment by the Canada Revenue Agency, the company will indemnify each charity flow-through share and flow-through share initial subscriber for the additional income taxes payable by such initial subscriber as a result of the company's failure to renounce the qualifying expenditures or as a result of the reduction. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the flow-through shares 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. The flow-through shares issuable pursuant to the offering will be subject to a hold period in Canada ending on the date that is four months plus one day following the closing date under applicable Canadian securities laws. The non-flow-through shares and charity flow-through shares will be offered pursuant to Section Part 5A.2 of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, to purchasers: (i) in respect of the Saskatchewan charity flow-through shares, in the province of Saskatchewan only; and (ii) in respect of the national charity flow-through shares, in each of the provinces of Canada (other than the province of Quebec and Saskatchewan); and (iii) in respect of the non-flow-through shares, in each of the provinces of Canada (other than the province of Quebec). The underwriters will also be entitled to offer the offered securities for sale or resale in the United States pursuant to available exemptions from the registration requirements of the United States and in certain other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation, continuing reporting requirement, or requisite regulatory or governmental approval arises in such other jurisdictions. The non-flow-through shares and charity flow-through shares issuable pursuant to the offering will not be subject to a hold period in Canada, other than any hold periods required by the TSX Venture Exchange. The offering is expected to close on or about June 24, 2026, or such other date as the company and the underwriters may agree, and is subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including the approval of the TSX-V. There is an offering document related to the offering of non-flow-through shares and charity flow-through shares that can be accessed under the company's profile on SEDAR+ and the company's website. Prospective investors of non-flow-through shares and charity flow-through shares should read the offering document before making an investment decision. About Cosa Resources Corp. Cosa Resources is a Canadian uranium exploration company operating in Northern Saskatchewan. The portfolio comprises roughly 237,000 hectares across multiple underexplored 100-per-cent-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, 2025, the company entered a transformative strategic collaboration with Denison that has secured access to 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. The company's primary focus through the remainder of 2026 will be drilling at the Murphy Lake North and Darby projects in the eastern Athabasca basin. Drilling at Murphy Lake North will follow up uranium mineralization within an extensive zone of strong structure and hydrothermal alteration at the Cyclone trend. Drilling at Darby will follow up on intersections of anomalous geochemistry, structure and zones of hydrothermal alteration from both winter 2026 drilling and historical drilling. Cosa's award-winning management team has a 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 held key roles in the founding of both NexGen and IsoEnergy. 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