Cosa Resources Issues Deferred Payment Shares to Denison Mines

Rhea-AI Summary

Cosa Resources issued 2,154,476 common shares ("Deferred Consideration Shares") to Denison Mines (NYSE American: DNN) at a deemed price of $0.69036 per share as full satisfaction of deferred consideration under their November 26, 2024 acquisition agreement. The shares are subject to a four‑month‑plus‑one‑day hold period.

According to Cosa, this, together with a recently completed $12 million bought deal financing, leaves the company debt free and funded through 2027. Denison’s holdings increased from 21,740,864 to 23,895,340 shares, moving its partially diluted ownership from 17.5% to 18.9%, while it continues to hold 2,417,679 warrants (13.5% of Cosa’s outstanding warrants). Denison remains Cosa’s largest shareholder and joint venture partner, with Cosa holding an irrevocable 70% interest in the Murphy Lake North joint venture and conducting its largest drilling program to date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Positive

• Deferred consideration settled via 2,154,476 shares with no cash outlay
• $12 million bought deal financing leaves Cosa debt free and funded through 2027
• Denison ownership rises to 18.9%, strengthening strategic shareholder alignment
• Cosa holds irrevocable 70% ownership in Murphy Lake North joint venture

Negative

• Issuance of 2,154,476 new shares dilutes existing Cosa shareholders
• Denison’s increased stake to 18.9% heightens ownership concentration risk

Market Context

Set against low short positioning, as indicated by platform data, this Denison-related share issuanc...

Analysis

Set against low short positioning, as indicated by platform data, this Denison-related share issuance mainly adjusts ownership while the Company reports being debt free and financed through 2027. Investors may watch whether future Denison filings signal additional ownership changes.

Key Figures

Bought deal financing: $12 million Deferred Consideration Shares: 2,154,476 shares Deemed issue price: $0.69036 per share +5 more

8 metrics

Bought deal financing $12 million Recently completed financing referenced as supporting funding through 2027

Deferred Consideration Shares 2,154,476 shares Common shares issued to Denison as deferred consideration under Acquisition Agreement

Deemed issue price $0.69036 per share Price applied to 2,154,476 Deferred Consideration Shares

Murphy Lake North interest 70% ownership Irrevocable interest in Murphy Lake North joint venture

Denison shares before 21,740,864 shares Denison’s holdings prior to Deferred Consideration Shares issuance

Denison ownership before 17.5% partially-diluted Cosa ownership percentage held by Denison before issuance

Denison shares after 23,895,340 shares Denison’s holdings immediately after Deferred Consideration Shares issuance

Denison ownership after 18.9% partially-diluted Cosa ownership percentage held by Denison after issuance

Historical Context

5 past events · Latest: Jun 26 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 26	Exploration survey launch	Positive	-6.9%	Partner-funded ambient noise tomography survey commenced at Astro uranium project.
Jun 25	Exploration survey launch	Positive	+5.9%	Partner-funded airborne radiometric survey initiated at Aurora uranium project.
Jun 18	Drill program launch	Positive	+19.6%	Largest drill program to date started at Murphy Lake North joint venture.
Jun 15	Drill plans update	Positive	+0.0%	Summer drill plans outlined for Darby uranium joint venture with Denison.
Jun 11	Annual meeting results	Positive	+4.1%	All AGM voting items passed with strong shareholder support above 99.8%.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Operational and partnership updates have generally led to positive or flat next-day moves, with one notable negative divergence.

Key Terms

statutory hold period, early warning report, national instrument 62-103, take-over bid, +1 more

5 terms

statutory hold period regulatory

"The Deferred Consideration Shares are subject to a statutory hold period of four months"

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

early warning report regulatory

"Denison will be filing an early warning report, under National Instrument 62-103"

An early warning report is a regulatory filing that publicly discloses when an investor or insider has taken a large or potentially influential position in a company's shares or plans significant actions with those shares. It matters to investors because it flags possible shifts in control, takeover attempts, or concentrated influence—like a neighborhood notice that someone is buying several houses on the block—helping readers reassess risk, valuation, and trading strategy.

national instrument 62-103 regulatory

"under National Instrument 62-103 - The Early Warning System and Related Take-Over Bid"

National Instrument 62-103 is a Canadian securities rule that requires public disclosure when someone builds a large ownership stake or launches a takeover attempt for a company’s shares. Think of it as a neighborhood rule that forces anyone buying a big slice of a pie to put up a sign so neighbors know a change of ownership might be coming. For investors it matters because these filings signal potential shifts in control, can move the stock price, and trigger other regulatory steps that affect trading and governance.

take-over bid regulatory

"The Early Warning System and Related Take-Over Bid and Insider Reporting Issues"

A take-over bid is a formal offer by a buyer to purchase shares of a company, often enough to gain control of it. Think of it like someone making a public offer to buy enough houses on a block so they control the neighborhood — it can push the target’s share price up, change who runs the business, and alter future dividends or strategy, so investors care because it affects the value and control of their holdings.

insider reporting regulatory

"Related Take-Over Bid and Insider Reporting Issues in respect of its acquisition"

Insider reporting is the public disclosure of stock trades and holdings by a company’s executives, directors or large shareholders, filed with market regulators so investors can see when people with inside knowledge buy or sell. It matters because these actions can signal confidence or concern about a company’s future—much like a shop owner restocking or clearing shelves, insiders’ moves give clues about how those closest to the business view its prospects.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Vancouver, British Columbia--(Newsfile Corp. - July 15, 2026) - Cosa Resources Corp. (TSXV: COSA) (OTCQB: COSAF) (FSE: SSKU) ("Cosa" or the "Company") is pleased to announce that it has issued common shares (the "Deferred Consideration Shares") to Denison Mines Corp. ("Denison") (TSX: DML) (NYSE American: DNN) as full satisfaction of the deferred consideration (the "Deferred Consideration") pursuant to the acquisition agreement (the "Acquisition Agreement") between Cosa and Denison.

Keith Bodnarchuk, President and CEO, commented: "Working closely with Denison since January 2025 has been incredibly rewarding for the Company and we are very pleased to continue to work with Denison as our largest shareholder and joint venture partner. Full satisfaction of the Deferred Consideration combined with the recently completed $12 million bought deal financing has left the Company debt free and well financed through 2027. With an irrevocable 70% ownership in the Murphy Lake North joint venture and an ongoing drill program that is the largest in Cosa's history, we are excited for the future and thank Denison for their continued support and participation."

Deferred Consideration Shares

The Company announces that it has issued an aggregate of 2,154,476 Deferred Consideration Shares at a deemed price of $0.69036 per share as full satisfaction of the Deferred Consideration per the Acquisition Agreement between Cosa and Denison dated November 26, 2024. The Deferred Consideration Shares are subject to a statutory hold period of four months and a day.

Denison will be filing an early warning report, under National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in respect of its acquisition of the 2,154,476 Deferred Consideration Shares. Prior to the issuance of the Deferred Consideration Shares by Cosa, Denison held 21,740,864 Shares and 2,417,679 common share purchase warrants, representing 17.5% of Cosa on a partially-diluted basis. Immediately after giving effect to the issuance of the Deferred Consideration Shares, Denison had beneficial ownership of, or control and direction over, 23,895,340 Shares, representing 18.9% of the issued and outstanding Shares of Cosa on a partially-diluted basis as of the date hereof and 2,417,679 common share purchase warrants, representing 13.5% of Cosa's issued and outstanding warrants. The Deferred Consideration Shares were acquired pursuant to Denison's rights under the Acquisition Agreement and held by Denison for investment purposes. Denison intends to review, on a continuous basis, various factors related to its investment in Cosa, and may decide to acquire or dispose of additional securities of Cosa as future circumstances may dictate, including pursuant to the exercise of warrants, the terms of the Acquisition Agreement and/or its pre-emptive rights under the Investor Rights Agreement between Denison and Cosa. Further information will be available in the early warning report to be filed by Denison under Cosa's profile on SEDAR+ or by contacting Denison:

Geoff Smith, Vice President Corporate Development & Commercial
Denison Mines Corp.
info@denisonmines.com
Suite 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 underexplored 100% owned and Cosa-operated joint venture projects in the Athabasca Basin region, the majority of which reside within or adjacent to established uranium corridors.

In January of 2025, the Company entered a transformative strategic collaboration with Denison Mines (TSX: DML) (NYSE American: DNN) that has secured access to several additional highly prospective eastern Athabasca uranium exploration projects. As Cosa's largest shareholder, Denison gains exposure to Cosa's potential for exploration success and its pipeline of uranium projects.

The Company's primary focus through the remainder of 2026 will be drilling at the Murphy Lake North and Darby projects in the eastern Athabasca Basin. Drilling at Murphy Lake North will follow up uranium mineralization within an extensive zone of strong structure and hydrothermal alteration at the Cyclone trend. Drilling at Darby will follow up on intersections of anomalous geochemistry, structure, and zones of hydrothermal alteration from both winter 2026 drilling and historical drilling.

Cosa's award-winning management team has a track record of success in Saskatchewan. In 2022, members of the Cosa team were awarded the AME Colin Spence Award for the discovery of the Hurricane uranium deposit. Cosa personnel led teams or had integral roles in the discovery of Denison's Gryphon deposit and held key roles in the founding of both NexGen and IsoEnergy.

Contact

Keith Bodnarchuk, President & CEO
info@cosaresources.ca
+1 888-899-2672 (COSA)

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the 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 statements or information may relate to anticipated exploration, development and/or expansion activities, including exploration of the Company's current Projects; the collaboration with Denison, including the Joint Venture, and the anticipated benefits thereof; and the outlook regarding Cosa's business plans and objectives.

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 cost of planned exploration activities are as anticipated, 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: 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; Cosa may not be able to maintain compliance with its contractual obligations with third parties; Cosa may not be able to maintain compliance with extensive government regulation applicable to its operations; 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305222

FAQ

What did Cosa Resources issue to Denison Mines (NYSE American: DNN) on July 15, 2026?

Cosa Resources issued 2,154,476 Deferred Consideration Shares to Denison Mines as full settlement of deferred consideration. According to Cosa, the shares were issued at a deemed price of $0.69036 per share under their November 26, 2024 acquisition agreement.

How many Cosa Resources shares does Denison Mines (DNN) own after the July 2026 transaction?

After the issuance, Denison Mines holds 23,895,340 Cosa shares. According to Cosa, this represents 18.9% of Cosa’s issued and outstanding shares on a partially diluted basis, plus 2,417,679 warrants, or 13.5% of outstanding warrants.

How did the deferred consideration share issuance affect Denison’s ownership in Cosa Resources (DNN-related holding)?

The issuance increased Denison’s partially diluted ownership from 17.5% to 18.9% of Cosa. According to Cosa, Denison’s share count rose from 21,740,864 to 23,895,340 shares while its 2,417,679 warrants remained unchanged at 13.5% of outstanding warrants.

What does being debt free and financed through 2027 mean for Cosa Resources investors?

According to Cosa, completion of the deferred consideration settlement and a $12 million bought deal financing leave the company debt free and funded through 2027. This supports its Murphy Lake North joint venture and largest-ever drilling program without disclosed additional borrowing.

Are the Deferred Consideration Shares issued to Denison Mines (DNN) subject to a hold period?

Yes, the Deferred Consideration Shares are subject to a statutory hold period of four months and one day. According to Cosa, this restriction applies from the issuance date before Denison can freely trade these newly issued common shares in the market.

Why will Denison Mines file an early warning report related to its Cosa Resources (DNN) investment?

Denison will file an early warning report because it acquired 2,154,476 new Cosa shares, changing its ownership level. According to Denison, this filing under National Instrument 62-103 provides public disclosure of its updated share and warrant position in Cosa.

What is Cosa Resources’ ownership interest in the Murphy Lake North joint venture after working with Denison Mines (DNN)?

According to Cosa, it holds an irrevocable 70% ownership interest in the Murphy Lake North joint venture. The company highlights this position alongside Denison’s role as largest shareholder and partner, supporting Cosa’s ongoing, largest-ever drilling program at the project.