Cosa Announces Upsized C$6.5 Million Bought Deal Private Placement to Fund Athabasca Basin Uranium Exploration

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VANCOUVER, British Columbia, Feb. 13, 2024 (GLOBE NEWSWIRE) — Cosa Resources Corp. (TSX-V: COSA) (OTCQB: COSAF) (FSE: SSKU) (“Cosa” or the “Company“) is pleased to announce that, in connection with its previously announced bought deal private placement offering (the “Offering“), it has entered into an amended agreement with Haywood Securities Inc., on behalf of itself and a syndicate of underwriters (collectively, the “Underwriters“) to increase the size of the Offering to: (i) 2,128,000 hard dollar units of the Company (the “Hard Dollar Units“) at a price of C$0.47 per Hard Dollar Unit (the “Hard Dollar Issue Price“), and (ii) 7,704,000 charity flow-through units of the Company (the “Charity FT Units“, and together with the Hard Dollar Units, the “Units“) at a price of C$0.714 per Charity FT Unit (the “Charity FT Issue Price“), for aggregate gross proceeds to the Company of C$6,500,816.

Each Hard Dollar Unit will consist of one common share of the Company (a “Share“) plus one-half of one common share purchase warrant (each whole such warrant, a “Warrant“). Each Charity FT Unit will consist of one Share of the Company that qualifies 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) plus one-half of one Warrant.

Each Warrant will entitle the holder thereof to purchase one Share (a “Warrant Share“) at an exercise price of C$0.67 for 24 months following the completion of the Offering. The Warrants will be subject to an acceleration provision whereby, if for any ten consecutive trading days, the closing price of the Shares exceeds $1.20 per Share on the TSX Venture Exchange, the Company may announce by way of press release that the expiry date of the Warrants will be accelerated to 30 days thereafter.

The Company understands that purchasers of the Charity FT Units may immediately resell or donate some or all of the Charity FT Units to registered charities, who may sell such units (the “Resale Units“) concurrent with closing of the Offering to purchasers arranged by the Underwriters at a price per Resale Unit equal to the Hard Dollar Issue Price.

The gross proceeds from the sale of Charity FT Units 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 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, 2025. All Qualifying Expenditures will be renounced in favour of the subscribers of the Charity FT Units effective December 31, 2024. The net proceeds from the sale of Hard Dollar Units will be used to fund exploration and for additional working capital purposes.

The Units will be offered to purchasers pursuant to National Instrument 45-106 – Prospectus Exemptions in all of the provinces of Canada, except Québec, …

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