Cosa Resources arranges $5-million private placement

Executive Summary

• Cosa Resources Corp. announced a private placement raising up to C$5 million, including participation from its largest shareholder, Denison Mines Corp.
• The offering consists of hard-dollar units, charity flow-through units, and flow-through common shares, with Denison participating to maintain its ownership stake at approximately 19.95% on a partially diluted basis.
• Net proceeds will be used for exploration and working capital, while gross proceeds from flow-through shares will fund eligible Canadian exploration expenses renounced to subscribers by December 31, 2025.

Key Details

• Total Gross Proceeds: Up to C$5 million.
• Minimum Gross Proceeds: C$2 million.
• Securities Offered:
  • Hard-dollar units: Priced at C$0.26 per unit.
  • Charity flow-through units: Priced at C$0.398 per unit.
  • Flow-through common shares: Priced at C$0.30 per share.
• Denison Mines Participation:
  • Denison will participate at C$0.26 per unit.
  • Participation aims to maintain Denison’s holdings at approximately 19.95% on a partially diluted basis.
  • Pre-closing ownership: Denison beneficially owned 16,723,172 common shares and warrants for 1,263,833 shares (approx. 18.8% non-diluted, 19.9% partially diluted).
• Warrant Terms:
  • Each unit consists of one common share plus one-half of one common share purchase warrant.
  • Each charity FT unit consists of one FT share plus one-half of one warrant.
  • Exercise Price: C$0.37 per share.
  • Term: 24 months following the closing date.
• Over-Allotment Option:
  • Agents have an option to purchase up to an additional 15% of offered securities within 48 hours prior to closing.
• 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) related to uranium projects in the Athabasca basin.
  • Renunciation Date: December 31, 2025.
  • Expenditure Deadline: On or before December 31, 2026.
• Agent Compensation:
  • Cash Commission: 5.0% of gross proceeds (3.0% for up to $1.5 million issued to the "president's list").
  • Compensation Options: Granted to agents to acquire common shares equal to 6.0% of the number of offered securities sold (excluding president's list issuances).
  • Option Term: 24 months following closing.
  • Option Exercise Price: Equal to the unit issue price.
• Closing Date: Expected on or about December 4, 2025.
• Regulatory Conditions: Subject to TSX Venture Exchange approval and other customary conditions.
• Hold Period: Four months plus one day following the closing date.

Notable Quotes

• Keith Bodnarchuk, President and CEO: "Cosa's upcoming exploration plans will make for an active and exciting year for the company as we work towards drilling highly compelling targets at both the Murphy Lake North and Darby joint venture projects... We thank Denison for their direct participation in this financing and recognize it as a strong endorsement of our team and the upside potential of our winter drill targets."