VANCOUVER, British Columbia, Nov. 13, 2025 (GLOBE NEWSWIRE) -- Cosa Resources Corp. (TSX-V: COSA) (OTCQB: COSAF) (FSE: SSKU) ("Cosa" or the "Company") is pleased to announce that it has entered into an agreement with Haywood Securities Inc., on behalf of itself and a syndicate of agents to include Velocity Capital Partners (collectively, the "Agents") who have agreed to sell, on a commercially reasonable efforts private placement basis, any combination of: (i) hard dollar units of the Company (the "Units") at a price of C$0.26 per Unit (the "Unit Issue Price") for minimum gross proceeds of C$2,000,000, (ii) charity flow-through units of the Company (the "Charity FT Units") at a price of C$0.398 per Charity FT Unit, and (iii) flow-through common shares of the Company (the "FT Shares", and together with the Units and Charity FT Units, the "Offered Securities") at a price of C$0.30 per FT Share, for aggregate gross proceeds to the Company of up to C$5,000,000 (collectively, the "Offering").
Cosa's largest shareholder, Denison Mines Corp. (TSX: DML, NYSE American: DNN) ("Denison"), has indicated that it will participate in the Offering at a price of C$0.26 per Unit up to an amount that will maintain its holdings in Cosa at approximately 19.95% (on a partially diluted basis) following the completion of 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$3 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.
Immediately prior to the date hereof, Denison beneficially owned, directly or indirectly, or exercised control or direction over, 16,723,172 Common Shares and warrants to purchase an additional 1,263,833 Common Shares, representing approximately 18.8% of the issued and outstanding Common Shares on a non-diluted basis and approximately 19.9% on a partially diluted basis. Denison does not yet know the exact number of Common Shares and warrants it will beneficially own, directly or indirectly, or exercise control or direction upon closing of the Offering, nor the percentage of the issued and outstanding Common Shares on a non-diluted basis and, assuming the exercise of all warrants now held by Denison on a partially diluted basis.
Denison's purchase of the Units under the Offering is being made for investment purposes. Denison may determine to increase or decrease its investment in the Company depending on market conditions and any other relevant factors. This release is required to be issued under the early warning requirements of applicable securities laws. Denison's head office is located at 1100, 40 University Avenue, Toronto, Ontario M5J 1T1. In satisfaction of the requirements of National Instrument 62-104, Take-Over Bids And Issuer Bids and National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an early warning report respecting the acquisition of Common Shares and Warrants to purchase additional Common Shares by Denison will be filed under the Company's SEDAR+ at www.sedarplus.ca.
Keith Bodnarchuk, President and CEO of Cosa, commented: "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, which Cosa operates in partnership with our largest shareholder Denison. 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. Denison's ongoing commitment as both a large shareholder and joint venture partner continues to provide Cosa with the technical and financial support to pursue our objective of making the next great uranium discovery in Saskatchewan's Athabasca Basin."
Each FT Share will qualify as a "flow-through share" within the meaning of the Income Tax Act (Canada) and will qualify as an "eligible flow-through share" as defined in The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan). Each Unit will consist of one common share of the Company (a "Unit Share") plus one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Charity FT Unit will consist ...
