Cosa Announces Upsized C$12 Million Bought Deal Private Placement Including Participation by Denison Mines
Vancouver, British Columbia--(Newsfile Corp. - June 4, 2026) - Cosa Resources Corp. (TSXV: COSA) (OTCQB: COSAF) (FSE: SSKU) ("Cosa" or the "Company") is pleased to announce that, in connection with its previously announced "bought deal" private placement (the "Offering"), it 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 (collectively, the "Underwriters") to increase the size of the Offering to: (i) 5,835,000 common shares of the Company (the "Non-FT Shares") at a price of C$0.60 per Non-FT Share, (ii) 3,045,000 Saskatchewan charity flow-through common shares of the Company (the "Saskatchewan Charity FT Shares") at a price of C$0.99 per Saskatchewan Charity FT Share, (iii) 4,020,000 national charity flow-through common shares of the Company (the "National Charity FT Shares" and together with the Saskatchewan Charity FT Shares, the "Charity FT Shares") at a price of C$0.87 per National Charity FT Share and (iv) 2,860,000 flow-through common shares of the Company (the "FT Shares", and together with the Non-FT Shares and Charity FT Shares, the "Offered Securities") at a price of C$0.70 per FT Share, for aggregate gross proceeds to the Company of C$12,014,950.
Cosa's largest shareholder, Denison Mines Corp. (TSX: DML) (NYSE American: DNN) ("Denison"), 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 January 14, 2025. Denison is a leading Athabasca Basin-focused uranium mining, development, and exploration company with a market capitalization of over C$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 FT Share and FT Share will qualify as a "flow-through share" within the meaning of the Income Tax Act (Canada), and in respect of the Saskatchewan Charity FT 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-FT Shares to fund exploration and development and for additional working capital purposes. The gross proceeds from the sale of Charity FT Shares and FT 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 FT Shares and FT Shares, to incur "eligible flow-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, 2027. All Qualifying Expenditures will be renounced in favour of the subscribers of Charity FT Shares and FT Shares effective December 31, 2026. In the event that the Company does not renounce on or prior to December 31, 2026 Qualifying Expenditures in amount equal to the gross proceeds of the Charity FT Shares and FT 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 FT Share and FT 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.

