Cosa Resources Corp. announced that it has entered into an agreement with Haywood Securities Inc., on behalf of itself and a syndicate of underwriters and on a bought deal private placement basis,, pursuant to which the company will issue 2,128,000 hard-dollar units at a price of CAD 0.47 per hard dollar unit for the gross proceeds of CAD 1,000,160 and 5,603,000 charity flow-through units at a price of CAD 0.714 per unit for the gross proceeds of CAD 4,000,542; aggregate gross proceeds of CAD 5,000,702 on February 12, 2024. Each hard-dollar unit will consist of one common share and one-half of one common share purchase warrant.

Each charity flow-through unit will consist of one share and one-half of one warrant. Each warrant will entitle the holder thereof to purchase one share at an exercise price of CAD 0.67 for 24 months following the completion of the Offering. In addition, the Company has agreed to grant the Underwriters an option exercisable in whole or in part by Haywood, at any time up to 48 hours prior to the Closing Date to purchase 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 Offering is expected to close on or about March 5, 2024. The Company will pay to the Underwriters a cash commission of 5.0% of the gross proceeds raised in respect of the Offering, other than in respect of Units issued to certain purchasers on a president's list to be agreed upon by the Company and the Underwriters in which case the commission in respect of such issuance shall be equal to 3.0%. In addition, the Company will issue to the Underwriters compensation options, exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of Shares which is equal to 6%of the number of Units sold under the Offering at an exercise price equal to the Hard Dollar Issue Price, other than in respect of Units issued to purchasers on the President's List, in which case the Company will not issue any compensation options.