Cosa Resources Completes Agreement to Form Joint Ventures with Denison Mines on Multiple Uranium Projects
Cosa Resources Corp. (COSAF) has completed its acquisition of a 70% interest in multiple uranium projects from Denison Mines. The transaction includes three key projects in the Eastern Athabasca Basin: Murphy Lake North, Darby, and Packrat. As part of the deal, Denison becomes Cosa's largest shareholder with a 19.95% stake through the issuance of 14,195,506 shares.
The agreement includes strategic appointments with Geoff Smith joining Cosa's Board of Directors and Chad Sorba becoming Technical Advisor. Denison has committed to a minimum C$1,000,000 participation in future equity financings. Cosa will need to issue C$2,250,000 in deferred consideration shares within five years and fund specific exploration expenditures, including C$1,500,000 at Murphy Lake North by 2027 and C$5,000,000 at Darby by 2029.
The projects are strategically located near significant uranium deposits, with Murphy Lake North situated 3.2km from the Hurricane deposit, Darby 10km west of Cigar Lake Mine, and Packrat 28km east of Cigar Lake Mine. Cosa plans to commence diamond drilling at Murphy Lake North in Q1 2025.
Cosa Resources Corp. (COSAF) ha completato l'acquisizione di una partecipazione del 70% in diversi progetti di uranio da Denison Mines. La transazione include tre progetti chiave nel Bacino dell'Athabasca orientale: Murphy Lake North, Darby e Packrat. Come parte dell'accordo, Denison diventa il maggiore azionista di Cosa con una quota del 19,95% grazie all'emissione di 14.195.506 azioni.
L'accordo prevede nomine strategiche, con Geoff Smith che entra nel Consiglio di Amministrazione di Cosa e Chad Sorba che diventa Consulente Tecnico. Denison si è impegnata a una partecipazione minima di C$1.000.000 in future finanziamenti azionari. Cosa dovrà emettere C$2.250.000 in azioni di considerazione differita entro cinque anni e finanziare specifiche spese di esplorazione, inclusi C$1.500.000 a Murphy Lake North entro il 2027 e C$5.000.000 a Darby entro il 2029.
I progetti sono strategicamente situati vicino a importanti giacimenti di uranio, con Murphy Lake North posizionato a 3,2 km dal giacimento Hurricane, Darby a 10 km a ovest della Cigar Lake Mine e Packrat a 28 km a est della Cigar Lake Mine. Cosa prevede di iniziare la perforazione diamantata a Murphy Lake North nel primo trimestre del 2025.
Cosa Resources Corp. (COSAF) ha completado su adquisición del 70% de varios proyectos de uranio de Denison Mines. La transacción incluye tres proyectos clave en la Cuenca del Athabasca Oriental: Murphy Lake North, Darby y Packrat. Como parte del acuerdo, Denison se convierte en el mayor accionista de Cosa con una participación del 19.95% a través de la emisión de 14,195,506 acciones.
El acuerdo incluye nombramientos estratégicos, con Geoff Smith uniéndose a la Junta de Directores de Cosa y Chad Sorba convirtiéndose en Asesor Técnico. Denison se ha comprometido a una participación mínima de C$1,000,000 en futuras financiamientos de capital. Cosa necesitará emitir C$2,250,000 en acciones de consideración diferida dentro de cinco años y financiar gastos específicos de exploración, incluyendo C$1,500,000 en Murphy Lake North para 2027 y C$5,000,000 en Darby para 2029.
Los proyectos están estratégicamente ubicados cerca de significativos depósitos de uranio, con Murphy Lake North situado a 3.2 km del depósito Hurricane, Darby a 10 km al oeste de la Mina Cigar Lake, y Packrat a 28 km al este de la Mina Cigar Lake. Cosa planea comenzar la perforación de diamante en Murphy Lake North en el primer trimestre de 2025.
Cosa Resources Corp. (COSAF)가 Denison Mines로부터 여러 우라늄 프로젝트의 70% 지분을 인수 완료했습니다. 이번 거래에는 동부 아사바스카 분지의 세 가지 주요 프로젝트인 머피 레이크 노스, 다비 및 패크랫이 포함됩니다. 거래의 일환으로, Denison은 14,195,506주 발행을 통해 Cosa의 최대 주주가 되었으며 지분은 19.95%입니다.
계약에는 전략적 임명이 포함되어 있으며, Geoff Smith가 Cosa의 이사회에 합류하고 Chad Sorba가 기술 자문가가 됩니다. Denison은 향후 자본 조달에 최소 C$1,000,000 참여를 약속했습니다. Cosa는 5년 이내에 C$2,250,000의 연기된 대가 주식을 발행해야 하며, 2027년까지 머피 레이크 노스에서 C$1,500,000, 2029년까지 다비에서 C$5,000,000의 특정 탐사 지출을 자금을 조달해야 합니다.
프로젝트는 주요 우라늄 매장지 근처에 전략적으로 위치해 있으며, 머피 레이크 노스는 허리케인 매장지에서 3.2km, 다비는 시가 호수 광산에서 10km 서쪽, 패크랫은 시가 호수 광산에서 28km 동쪽에 있습니다. Cosa는 2025년 1분기에 머피 레이크 노스에서 다이아몬드 드릴링을 시작할 계획입니다.
Cosa Resources Corp. (COSAF) a finalisé son acquisition de 70 % d'intérêts dans plusieurs projets d'uranium auprès de Denison Mines. La transaction comprend trois projets clés dans le bassin d'Athabasca oriental : Murphy Lake North, Darby et Packrat. Dans le cadre de l'accord, Denison devient le plus grand actionnaire de Cosa avec une participation de 19,95 % grâce à l'émission de 14.195.506 actions.
L'accord comprend des nominations stratégiques, avec Geoff Smith rejoignant le conseil d'administration de Cosa et Chad Sorba devenant conseiller technique. Denison s'est engagée à une participation minimale de C$1.000.000 dans des financements futurs en actions. Cosa devra émettre C$2.250.000 en actions de considération différée dans un délai de cinq ans et financer des dépenses d'exploration spécifiques, y compris C$1.500.000 à Murphy Lake North d'ici 2027 et C$5.000.000 à Darby d'ici 2029.
Les projets sont stratégiquement situés près de dépôts d'uranium significatifs, Murphy Lake North étant situé à 3,2 km du dépôt Hurricane, Darby à 10 km à l'ouest de la mine Cigar Lake et Packrat à 28 km à l'est de la mine Cigar Lake. Cosa prévoit de commencer le forage diamanté à Murphy Lake North au premier trimestre de 2025.
Cosa Resources Corp. (COSAF) hat die Akquisition einer 70%igen Beteiligung an mehreren Uranprojekten von Denison Mines abgeschlossen. Die Transaktion umfasst drei wichtige Projekte im östlichen Athabasca-Becken: Murphy Lake North, Darby und Packrat. Im Rahmen des Deals wird Denison mit einem Anteil von 19,95% zum größten Aktionär von Cosa, durch die Emission von 14.195.506 Aktien.
Die Vereinbarung umfasst strategische Ernennungen, wobei Geoff Smith dem Vorstand von Cosa beitritt und Chad Sorba technischer Berater wird. Denison hat sich verpflichtet, mindestens C$1.000.000 an zukünftigen Eigenkapitalfinanzierungen teilzunehmen. Cosa muss innerhalb von fünf Jahren C$2.250.000 in aufgeschobenen Vergütungsaktien ausgeben und spezifische Erschließungsausgaben finanzieren, darunter C$1.500.000 in Murphy Lake North bis 2027 und C$5.000.000 in Darby bis 2029.
Die Projekte sind strategisch in der Nähe bedeutender Uranlagerstätten gelegen, wobei Murphy Lake North 3,2 km vom Hurricane-Lager, Darby 10 km westlich der Cigar Lake Mine und Packrat 28 km östlich der Cigar Lake Mine liegt. Cosa plant, im ersten Quartal 2025 mit der Diamantbohrung in Murphy Lake North zu beginnen.
- Acquisition of 70% interest in three strategic uranium projects near major deposits
- Strategic partnership with Denison Mines including C$1,000,000 minimum future investment commitment
- Addition of experienced industry executives to management team
- Fully funded winter drilling campaign planned at Murphy Lake North
- Significant future funding obligations: C$1.5M for Murphy Lake North and C$5M for Darby
- Risk of ownership reduction to 49% if funding obligations are not met
- C$2.25M in deferred consideration shares still to be issued
- Darby Project subject to potential 60% buyback by Denison
Highlights
- Cosa has acquired a
70% interest in, and will operate, multiple prospective uranium projects in the infrastructure rich Eastern Athabasca Basin - Cosa anticipates the commencement of diamond drilling in the coming weeks at the Murphy Lake North Project, located within 4 km of the Hurricane Deposit
- Geoff Smith, Denison's VP Corporate Development and Commercial, joins Cosa's Board of Directors
- Chad Sorba, Denison's VP Technical Services and Project Evaluation; a critical member of the Denison team which discovered both the Phoenix and Gryphon uranium deposits, joins Cosa as Technical Advisor
- Denison is now Cosa's largest shareholder at
19.95% ownership and is committed to a minimum of C$1,000,000 participation in future equity financings
Vancouver, British Columbia--(Newsfile Corp. - January 14, 2025) - Cosa Resources Corp. (TSXV: COSA) (OTCQB: COSAF) (FSE: SSKU) ("Cosa" or the "Company") is pleased to announce that it has completed its previously announced acquisition (the "Transaction") from Denison Mines Corp. ("Denison") (TSX: DML) (NYSE American: DNN) of a
Keith Bodnarchuk, Cosa President and CEO, commented: "We are thrilled to have completed this transaction and are eager to continue our exploration efforts with our new joint venture partner and largest strategic shareholder Denison Mines. With a growing portfolio of highly prospective and drill-ready projects in the Eastern Athabasca Basin paired with strong corporate, technical, and financial support from Denison, there has never been a more exciting time for Cosa and our shareholders. Cosa welcomes Geoff Smith to our Board of Directors, with his extensive experience in capital markets, finance, and the mining sector as a whole. Additionally, we welcome Chad Sorba as a Technical Advisor. Among his various accomplishments, Mr. Sorba is an instrumental member of the Denison team which discovered and is developing Denison's Phoenix and Gryphon uranium deposits at its Wheeler River project. We thank the team at Denison for working to complete this transaction in a timely manner, allowing us to prepare for a highly anticipated and fully funded winter drilling campaign at the Murphy Lake North project. We encourage our shareholders to stay tuned as we finalize our upcoming exploration plans and prepare for what is sure to be an exciting year for Cosa."
Additions to the Cosa Team
The following appointments have been made in connection with the Transaction:
Geoff Smith, Director
Mr. Smith brings to Cosa extensive experience in capital markets and the mining and resource sector. Mr. Smith currently serves as the VP of Corporate Development and Commercial for Denison focusing on investor and customer engagement, the evaluation and execution of growth opportunities and financing arrangements, and the development and oversight of the Company's uranium sales and contracting strategies. Mr. Smith previously served as Managing Director in the Global Mining & Metals group at Scotiabank. Mr. Smith holds an Honours Bachelor of Commerce from Queen's University and is a CFA Charterholder. Mr. Smith also serves as a Director of EMX Royalty Corporation (TSXV: EMX) (NYSE American: EMX).
Chad Sorba, Technical Advisor
Mr. Sorba is a Professional Geoscientist with almost two decades of experience in Canadian and international uranium exploration, evaluation, and development. As a Project Geologist for Denison Mines, Mr. Sorba was a project lead and critical team member for the discovery of Denison's Gryphon and Phoenix uranium deposits at their flagship Wheeler River project. Appointed as Vice President Technical Services & Project Evaluation in 2024, Mr. Sorba leads the Denison team that is pioneering the use of the In-Situ Recovery ("ISR") mining method for extraction of high-grade unconformity style uranium deposits in the Athabasca Basin. Mr. Sorba has previously worked alongside several of Cosa's team members, including Chairman Steve Blower and President and CEO Keith Bodnarchuk, and is expected to bring a wealth of experience in uranium exploration and development to Cosa's award-winning technical team.
Transaction
The Transaction was completed pursuant to the terms of an acquisition agreement dated November 26, 2024 (the "Acquisition Agreement") between the Company and Denison.
The Projects consist of (a) the Murphy Lake North Project, located within four kilometres of IsoEnergy's Hurricane Deposit, (b) the Darby Project, located ten kilometres west of Cameco's Cigar Lake Mine, and (c) the Packrat Project, located 19 kilometres southwest of the Rabbit Lake Mill.
Under the terms of the Acquisition Agreement, Cosa has acquired a
As consideration for the Transaction, Cosa issued to Denison 14,195,506 common shares (the "Consideration Shares") at a deemed price of
Additionally, Cosa will be required to:
Issue Denison a further C
$2,250,000 in deferred consideration shares (the "Deferred Consideration Shares") within five years of the Closing Date. The Deferred Consideration Shares will be issuable every six months after the Closing Date at the price which is equal to the volume weighted average price of the Company's common shares for the five-trading day period prior to the issuance date (provided that any further issuance to Denison of Cosa common shares will not result in Denison's ownership exceeding19.95% of Cosa's issued and outstanding shares). Notwithstanding the foregoing, if required by the TSX Venture Exchange (the "TSXV"), the Deferred Consideration Shares will be issued at a floor price of$0.17 ;Pay Denison the remainder of the value of the Deferred Consideration Shares in cash should the Company fail, or otherwise be unable, to issue the full value of the Deferred Consideration Shares within the required timeline;
Fund
100% of the first C$1,500,000 in exploration expenditures on the Murphy Lake North Project by December 31, 2027. Failure to do so will result in Denison's ownership in the Murphy Lake North Project increasing to51% and Denison assuming operatorship;Post a deficiency deposit in the amount of up to C
$35,000 t o maintain the Murphy Lake North mineral claims and, if required, reimburse Denison for any deficiency deposit posted or for expenses incurred towards exploration at Murphy Lake North up to a maximum of C$150,000 ;Fund
100% of the first C$5,000,000 in exploration expenditures on the Darby Project by June 30, 2029. Failure to do so will result in Denison's ownership in the Darby Project increasing to51% and Denison will assume operatorship; andAppoint a technical advisor nominated by Denison for a period of five years from the Closing Date or until all of Cosa's obligations under the Acquisition Agreement have been fulfilled.
The Darby Project is subject to a buydown (the "Buydown") which permits Denison to reclaim up to
The Consideration Shares are subject to a statutory hold period of four months and one day from the Closing Date. The Deferred Consideration Shares will be subject to a statutory hold period of four months and one day from the date of issuance thereof.
The Transaction is an Arm's Length Transaction under the policies of the TSXV.
Ancillary Agreements
In connection with closing of the Transaction, Cosa and Denison have entered into a royalty agreement for each Project (the "Royalty Agreements"), an investor rights agreement (the "Investor Rights Agreement"), and a joint venture agreement for each Project (the "Joint Venture Agreements").
The Royalty Agreements provide Denison with a
The Investor Rights Agreement provides, among other things, that for so long as Denison holds at least
Pursuant to the Joint Venture Agreements, the parties have formed Joint Ventures in which Cosa owns a
The Projects
Murphy Lake North
Murphy Lake North covers a portion of the Larocque Lake trend and is located 3.2 kilometres east of the Hurricane deposit (Figure 2). The Hurricane deposit is the world's highest-grade Indicated mineral resource for uranium and was discovered and delineated for IsoEnergy Ltd. by current members of Cosa's management, board of directors, and advisors from 2018 through 2022. The Larocque Lake trend also hosts the Larocque Lake zone, the Yelka Prospect, and the Alligator Lake zone. Murphy Lake North contains approximately six kilometres of conductive strike length oriented sub-parallel to conductive features associated with the Hurricane Deposit. Limited historical drilling completed on Murphy Lake North intersected weak mineralization in the basement and zones of alteration and structure in the sandstone and basement. Historical drilling, completed prior to the discovery of Hurricane, focused on the western extremity of the property and left most of the conductive strike length untested. Abundant drill targets exist at Murphy Lake North and diamond drilling is planned for Q1 of 2025.
The depth to the unconformity at Murphy Lake North is approximately 250 metres.
The Darby Project
The Darby Project is located ten kilometres west of the Cigar Lake Mine and 17 kilometres north of the McArthur River Mine (Figure 3). Darby is interpreted to contain more than 25 kilometres of conductive strike length, including the 8-kilometre-long 95B trend oriented parallel to the Cigar Lake - Tucker Lake trend. Historical drilling on 95B defined more than 25 metres of unconformity offset where a package of metasedimentary rocks hosting graphitic brittle structure, hydrothermal alteration, and weak uranium mineralization lies in fault contact with underlying granitic rocks. Only one drill hole completed along strike is interpreted to have intersected the optimal target in this prospective geological setting. Weak uranium mineralization has also been intersected in the northeast portion of Darby proximal to the Cigar Lake - Tucker Lake trend, and along the northern extension of the 4A trend north of Darby. Initial work will include diamond drilling to follow-up historical drilling results and geophysical surveying to refine conductive drill targets.
The depth to the unconformity at Darby is between 480 and 650 metres.
The Packrat Project
The Packrat Project is located 28 kilometres east of the Cigar Lake Mine and 19 kilometres southwest of the Rabbit Lake Mill (Figure 4). Packrat covers a prominent magnetic break and basement-hosted resistivity low trend. Limited historical drilling on Packrat targeting the resistivity low trend and magnetic break intersected weak uranium mineralization and zones of structural disruption and alteration of basement rocks. Initial work at Packrat will include the compilation and reinterpretation of historical geophysical and drilling data.
The depth to the unconformity at Packrat is less than 100 metres.
Figure 1 - Cosa's Eastern Athabasca Uranium Projects with Joint Venture Projects
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Figure 2 - The Murphy Lake North Uranium Project
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Figure 3 - The Darby Uranium Project
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Figure 4 - The Packrat Uranium Project
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About Denison Mines
Denison is a leading uranium exploration and development company with interests focused in the Athabasca Basin region of northern Saskatchewan, Canada. Denison has an effective
Denison's interests in Saskatchewan also include a
Additionally, through its
In 2024, Denison celebrated its 70th year in uranium mining, exploration, and development, which began in 1954 with Denison's first acquisition of mining claims in the Elliot Lake region of northern Ontario.
Denison has a market capitalization of approximately ~
Denison will be filing an early warning report, under National Instrument 62-103, in respect of the acquisition by Denison of the 14,195,506 Consideration Shares on closing of the Transaction. Prior to the issuance of the Consideration Shares by Cosa, Denison held no common shares of Cosa. Immediately after giving effect to the issuance of the Consideration Shares, Denison had beneficial ownership of, or control and direction over, 14,195,506 Consideration Shares representing approximately
Further information regarding the Transaction is available in the Early Warning Report filed under Cosa's profile on SEDAR+ at www.sedarplus.ca or by contacting Denison:
Geoff Smith, Vice President Corporate Development & Commercial
info@denisonmines.com
Denison at 1100 - 40 University, Toronto, Ontario M5J 1T1
About Cosa Resources Corp.
Cosa Resources is a Canadian uranium exploration company operating in northern Saskatchewan. The portfolio comprises roughly 237,000 ha across multiple
Cosa's award-winning management team has a long track record of success in Saskatchewan. In 2022, members of the Cosa team were awarded the AME Colin Spence Award for their previous involvement in discovering IsoEnergy's Hurricane deposit. Prior to Hurricane, Cosa personnel led teams or had integral roles in the discovery of Denison's Gryphon deposit and 92 Energy's Gemini Zone and held key roles in the founding of both NexGen and IsoEnergy.
Cosa's primary focus through 2024 was initial drilling at the
In January of 2025, the Company entered a transformative strategic collaboration with Denison Mines involving the acquisition of a
Contact
Keith Bodnarchuk, President and CEO
info@cosaresources.ca
+1 888-899-2672 (COSA)
1723 - 595 Burrard Street, Vancouver, BC V7X 1L4
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements
This press release contains forward-looking information within the meaning of Canadian securities laws (collectively "forward-looking statements"). Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, plans, postulate and similar expressions, or are those, which, by their nature, refer to future events. All statements that are not statements of historical fact are forward-looking statements. These forward-looking statement or information may relate to exploration and development of the Projects; the impact of the Transaction on Cosa's business; the business plan of Cosa; and anticipated development, expansion and exploration activities.
Such forward-looking information and statements are based on numerous assumptions, including among others, that the results of planned exploration activities are as anticipated, the anticipated cost of planned exploration activities, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms, that third party contractors, equipment and supplies and governmental and other approvals required to conduct Cosa's planned exploration activities will be available on reasonable terms and in a timely manner. Although the assumptions made by Cosa in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: that there is no assurance that the parties hereto will obtain the requisite shareholder and regulatory approvals for the Transaction, and there is no assurance that the Transaction will be completed as anticipated, or at all; there is no assurance that any proposed financings will be completed or as to the actual offering price or gross proceeds to be raised in connection with such financings; following completion of the Transaction, Cosa may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; compliance with extensive government regulation; domestic and foreign laws and regulations could adversely affect Cosa's business and results of operations; the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of Cosa's securities, regardless of its operating performance; the ongoing military conflict in Ukraine, and other risk factors set out in Cosa's public disclosure documents.
The forward-looking information contained in this news release represents the expectations of Cosa as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Cosa does not undertake any obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
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FAQ
What are the key terms of Cosa Resources' (COSAF) acquisition from Denison Mines?
When will Cosa Resources (COSAF) begin drilling at Murphy Lake North?
What royalties does Denison receive from Cosa's (COSAF) uranium projects?