Cosa Resources Announces C$5 Million Private Placement

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, May 30, 2023 (GLOBE NEWSWIRE) -- Cosa Resources Corp. (CSE: COSA) (“Cosa Resources” or the “Company”) is pleased to announce that it has entered into an agreement with Haywood Securities Inc. (“Haywood” or the “Agent”) who has agreed to sell, on a commercially reasonable efforts private placement basis, 2,857,200 hard dollar units of the Company (the “Hard Dollar Units”) at a price of C$0.35 per Hard Dollar Unit (the “Hard Dollar Issue Price”), and 7,767,000 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$0.515 per Charity FT Unit (the “Charity FT Issue Price”), for aggregate gross proceeds to the Company of C$5,000,025 (collectively, the “Offering”).

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 common share” within the meaning of the Income Tax Act (Canada) 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$0.50 for 24 months following the completion of the Offering.

In addition, the Company has agreed to grant the Agent an option (the “Over-Allotment Option”), exercisable in whole or in part by Haywood, at any time up to 48 hours prior to the Closing Date (as defined below), to sell up to an additional number of Units, in any combination of Hard Dollar Units and/or Charity FT Units, equal to 15% of the total Units issuable pursuant to the Offering at the respective issue prices above.

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 Agent 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) (the “Qualifying Expenditures”) related to the Company’s uranium projects in the Athabasca Basin, Saskatchewan, on or before December 31, 2024. All Qualifying Expenditures will be renounced in favour of the subscribers of the Charity FT Units effective December 31, 2023. 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 National Instrument 45-106 – Prospectus Exemptions in all of the provinces of Canada, except Québec, and/or in other jurisdictions