Cosa Resources closes $7.5-million private placement

Executive Summary

• Cosa Resources Corp. has closed an upsized brokered private placement for aggregate gross proceeds of $7,500,000.74, led by Haywood Securities Inc., Velocity Capital Partners, and CIBC Capital Markets.
• The offering was significantly oversubscribed, resulting in the issuance of hard-dollar units, charity flow-through units, and flow-through common shares, with Denison Mines Corp. participating as the largest shareholder.
• Net proceeds will finance exploration and working capital, while gross proceeds from flow-through instruments will be used for eligible Canadian exploration expenses related to Cosa's uranium projects in the Athabasca basin.

Key Details

• Gross Proceeds: $7,500,000.74.
• Agents: Haywood Securities Inc. (lead), Velocity Capital Partners, and CIBC Capital Markets.
• Securities Issued:
  • Hard-Dollar Units: 11,538,462 units at $0.26 per unit.
  • Charity Flow-Through Units: 7,537,690 units at $0.398 per unit.
  • Flow-Through Common Shares: 5,000,000 shares at $0.30 per share.
• Warrant Terms: Each unit and charity FT unit includes one-half of one common share purchase warrant. Warrants allow purchase of one common share at an exercise price of $0.37 until December 4, 2027.
• Use of Proceeds:
  • Net proceeds from units: Exploration and working capital.
  • Gross proceeds from charity FT units and FT shares: Eligible Canadian exploration expenses (flow-through critical mineral mining expenditures) for uranium projects in the Athabasca basin, renounced to subscribers effective December 31, 2025.
• Agent Compensation:
  • Cash commission: 5.0% of gross proceeds (3.0% for president's list purchasers).
  • Compensation options: Issued to agents equal to 6.0% of offered securities sold (excluding president's list), exercisable at $0.26 until December 4, 2027.
• Hold Period: Securities are subject to a hold period expiring on April 5, 2026.
• Insider Participation: Directors, officers, and Denison insiders subscribed for 2,607,692 units and 616,669 FT shares for gross proceeds of $863,000.62. This constitutes a related-party transaction exempt from formal valuation and minority approval requirements under MI 61-101.
• Denison Mines Corp. Position:
  • Acquired 2,307,692 units.
  • Post-offering ownership: 18.59% on a partially diluted basis.
  • Share count: 19,030,864 shares (16.85% of issued/outstanding shares) and 2,417,679 warrants (9.81% of warrants).
  • Denison will file an early warning report under NI 62-103.
• Future Operations: Cosa plans to drill at the Darby and Murphy Lake North projects in the eastern Athabasca basin in 2026. Both are 70/30 joint ventures with Denison.

Notable Quotes

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