en.Wedoany.com Reported - Cosa Resources Corp. has launched a bought-deal private placement financing, with Velocity Trade Capital Ltd. (on its own behalf and on behalf of a syndicate including Haywood Securities Inc. as co-lead underwriter) acting as underwriter, planning to issue three types of offered securities: 1,670,000 common shares (non-flow-through shares) at C$0.60 per share; 3,045,000 charity flow-through common shares (charity flow-through shares) at C$0.99 per share; and 1,430,000 flow-through common shares (flow-through shares) at C$0.70 per share, for aggregate gross proceeds of up to C$5,017,550.
Cosa's largest shareholder, Denison Mines Corp. (TSX: DML, NYSE American: DNN), is expected to participate in the offering pursuant to the right of first refusal and top-up right under the investor rights agreement dated January 14, 2025. Denison is a company with a market capitalization exceeding C$4.5 billion, focused on uranium mining, development, and exploration in the Athabasca Basin, and is currently advancing the development-stage Wheeler River project.
The underwriter has also been granted an over-allotment option to purchase up to an additional C$750,000 of offered securities at the issue price within 48 hours prior to the closing date, which option may be exercised in any combination of non-flow-through shares, charity flow-through shares, and/or flow-through shares. The charity flow-through shares and flow-through shares qualify as flow-through shares under the Income Tax Act (Canada) and the Saskatchewan Mineral Exploration Tax Credit Regulations, 2014 for mineral exploration.
The company intends to use the net proceeds from the non-flow-through share offering for exploration development and additional working capital. The gross proceeds from the charity flow-through shares and flow-through shares will be used to incur qualifying expenditures on uranium projects in the Athabasca Basin, Saskatchewan, which expenditures must be incurred on or before December 31, 2027. All qualifying expenditures will be renounced to the subscribers of the charity flow-through shares and flow-through shares effective December 31, 2026. If the company fails to renounce an equivalent amount of qualifying expenditures on or before December 31, 2026, or if the amount of qualifying expenditures is reduced as a result of a reassessment by the Canada Revenue Agency, the company will indemnify each original subscriber for any additional income taxes payable as a result of such failure or reduction.
The offering is expected to close on or about June 24, 2026, and is subject to regulatory approvals, including from the TSX Venture Exchange. The flow-through shares are subject to a hold period of four months and one day from the closing date in Canada; the non-flow-through shares and charity flow-through shares are not subject to a hold period in Canada, only to the hold period required by the TSXV. Potential investors in the non-flow-through shares and charity flow-through shares may access the relevant offering documents on SEDAR+ (www.sedarplus.ca) or the company's website (www.cosaresources.ca).
Cosa Resources is a Canadian uranium exploration company operating in northern Saskatchewan, with a portfolio of multiple underexplored 100%-owned and Cosa-operated joint venture projects in the Athabasca Basin region, covering approximately 237,000 hectares. In January 2025, the company entered into a strategic partnership with Denison, securing access to several promising eastern Athabasca uranium exploration projects. The company's primary exploration focus for 2026 is drilling at the Murphy Lake North and Darby projects to follow up on uranium mineralization and anomalous geochemical and structural alteration zones. Cosa's management team has achieved multiple successes in Saskatchewan, including receiving the AME Colin Spence Award for the discovery of the Hurricane uranium deposit, playing leadership or core roles in the discovery of Denison's Gryphon deposit, and playing key roles in the founding of NexGen and IsoEnergy.
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