Carmanah Minerals Corp. has announced a two (2) for one (1) stock split of its issued and outstanding common shares. Each shareholder of record as of the close of business on the record date will receive one (1) additional share for each share held on such date.
Trading will commence on an ex-distribution basis on May 7, 2024.
Upon completion of the split, there will be approximately 46,416,770 shares issued and outstanding.
All open orders will be purged from the book at the market close on May 6, 2024. Dealers are reminded to re-enter their orders.
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Carmanah Minerals Corp. a annoncé un fractionnement d'actions de deux (2) pour une (1) de ses actions ordinaires émises et en circulation. Chaque actionnaire inscrit à la fermeture des bureaux à la date d'enregistrement recevra une (1) action supplémentaire pour chaque action détenue à cette date.
La négociation débutera sur une base ex-distribution le 7 mai 2024.
Une fois le fractionnement réalisé, environ 46 416 770 actions seront émises et en circulation.
Toutes les commandes ouvertes seront supprimées du registre à la clôture du marché le 6 mai 2024. Il est rappelé aux concessionnaires de saisir à nouveau leurs commandes.
| Trading on a Split Basis/Négociation sur une base divisé : | Le 7 mai/May 2024 |
| Record Date/Date d'enregistrement : | Le 8 mai/May 2024 |
| CUSIP & ISIN : | 14317M100/CA14317M1005 |
If you have any questions or require further information please contact Listings at (416) 367-7340 or E-mail: Listings@thecse.com.
Pour toute question, pour obtenir de l'information supplémentaire veuillez communiquer avec le service des inscriptions au 416 367-7340 ou par courriel à l'adresse: Listings@thecse.com.
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Carmanah Minerals Corp. (CSE:CARM), ("Carmanah" or the "Company") wishes to announce the record date for the Company's two for one (2:1) stock split of its common shares (the "Stock Split") previously announced on November 9, 2023
The record date of the Stock Split has been fixed on May 8, 2024. (the "Record Date"). The Stock Split is conducted on a "push-out basis," with each shareholder of record of the Company as of the close of business on the Record Date receiving one (1) additional common share for each common share held on such date from the Company's transfer agent, Odyssey Trust Company. Shareholders of the Company do not need to take any action with respect to the Stock Split and there is no change to the CUSIP/ISIN number for the Company's common shares in connection with the Stock Split.
Following completion of the Stock Split, the Company will have approximately 46,416,770 common shares outstanding. The common shares will begin trading on a post-Stock Split basis under the existing stock ticker symbol effective at the opening of markets on May 7, 2024.
Outstanding stock options and share purchase warrants will also be adjusted by the Stock Split ratio and the respective exercise prices of outstanding stock options and share purchase warrants will be adjusted accordingly.
For further information, please view the Company's filings at www.sedarplus.ca.
ON BEHALF OF THE BOARD
Fraser Rieche
Chief Executive Officer, Director
Email:info@carmanahcorp.ca
Telephone: +1 (604) 716-1036
Disclaimer for Forward-Looking Information:
This news release includes certain forward‐looking statements and forward‐looking information (collectively, "forward‐looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward‐looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always, forward looking information can be identified by words such as "pro forma", "plans", "expects", "will", "may", "should", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words including negative variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. In making the forward‐looking statements in this news release, the Company has applied several material assumptions. Readers are cautioned not to place undue reliance on forward‐looking statements. The Company undertakes no obligation to update any of the forward‐looking statements in this news release except as otherwise required by law.
Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.
SOURCE:Carmanah Minerals Corp.
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February 8, 2024 TheNewswire - Vancouver, B.C. Carmanah Minerals Corp. (CSE:CARM), ( "Carmanah " or the "Company" ) is pleased to announce the appointment of Wall Street Veteran Michael Moen to the Company's board of Directors effective February 5, 2024. With over two decades of experience in financial markets and investment strategies, Moen brings a wealth of expertise to the Company's leadership team with a focus on natural resources.
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November 09, 2023 TheNewswire - Vancouver, B.C. Carmanah Minerals Corp. (CSE:CARM), ( "Carmanah " or the "Company" ) announces that it intends to forward split its common shares ("Common Shares") on the basis of two (2) new Common shares for each one (1) Common Share currently outstanding (the "Share Split"). Each shareholder of record of the Company as of the close of business on the record date will receive one (1) additional share for each share held on such date.
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August 22, 2023 TheNewswire - Vancouver, B.C. Carmanah Minerals Corp. (CSE:CARM), ( "Carmanah " or the "Company" ) is pleased to announce the commencement of a detailed regional and property specific structural geophysical interpretation of the corporation's Saskatchewan Uranium Project with its Joint Venture partner Marvel Discovery. The Interpretation includes using advanced technology leveraging machine learning to transform the mineral discovery process.
Fraser Rieche, Interim Chief Executive Officer, commented, "Carmanah's Walker Project presents a tremendous opportunity in Canada's Athabasca Basin. The project is perfectly situated along the Key Lake fault and is home to some of the largest Uranium Reserves in Canada. Using AI-drill-targeting allows us to get a better in-depth understanding of the structural traps which is vital to our drill-target selection process. We are pleased to be working with Marvel Discovery and their geological team, giving us an edge and a better chance for success with the common goal of a tier 1 discovery."
The claims coincide with a regional-scale NNE-trending shear zone that forms the tectonic boundary between the Mudjatik Domain and Wollaston Domain of the Hearne Province. The shear zone can be mapped from regional aeromagnetic images and has a strike length of at least 400 kilometres extending beneath cover rocks of the Athabasca Basin, approximately 60 km to the north. The highly prospective Athabasca Basin is home to numerous unconformity-type uranium deposits whose locations are controlled by the positions of major faults in the underlying crystalline basement rocks.
The pattern of structures within the claims, indicate that the two major rock groups are intensely polydeformed with complex fold interference patterns suggesting a regional east-dipping, sinistral transpressional belt that is now preserved as the Wollaston-Mudjatik Transition Zone (WMTZ), a prospective zone, along which the majority of known Uranium and REE occurrences are documented.
Like its neighbor to the west, the Arrow deposit, owned by NexGen Energy, lies along a similar structural corridor as the Carmanah property. The Arrow deposit, which has undergone a positive feasibility study with robust economics, contains probable reserves of 239.6 million pounds of U3O8 at an average of 2.37 per cent U3O8, and measured and indicated resources of 256.7 million pounds at an average grade of 3.1 per cent U3O8. The Arrow deposit is the largest undeveloped uranium deposit in Canada of 256.7 million lb at an average grade of 3.1 per cent U3O8. The Arrow deposit is the largest undeveloped uranium deposit in Canada.
Carmanah signed a joint venture agreement with Marvel Discovery on October 5, 2022, to earn a 50-per-cent interest in the Walker claims located in the Athabasca basin, Saskatchewan. Upon completion of the earn-in by Carmanah, Marvel and Carmanah would each own 50 per cent of the project.
Click Image To View Full Size
Figure 1.
Location of Walker JV, the Highway North and KLR claim groups along the Key Lake Fault with prominent VTEM conductor trends.
Qualified Person
Mike Kilbourne, P. Geo, an independent qualified person as defined in National Instrument 43-101, has reviewed, and approved the technical contents of this news release on behalf of the Company.
About Carmanah Minerals Corp.
Carmanah Minerals Corp. is a Canadian junior exploration company focused on a diversified portfolio covering Precious Metals, Energy, and Critical Elements. The Company recently signed a Joint Venture agreement with Marvel Discovery Corp. to earn a 50% interest in the Walker Claims located along the prolific Key Lake fault adjacent to Cameco's Mine and Mill in the Athabasca Basin, Saskatchewan. The Walker Properties lie within the Wollaston‐Mudjactic transition zone (WMTZ) of the eastern Athabasca basin, which is host to the highest‐grade uranium mines in the world. The company also holds a 100% interest in the Hare Hill Pluton Rare Earth Project. This project comprises 162 claims totaling 4,050 hectares in Central Newfoundland and is directly contiguous to the "Bottom Brook Acquisition" by York Harbour Metals Inc. Carmanah has also entered an option agreement to acquire the Baie Verte Brompton Project in Central Newfoundland. This project is strategically located on a peninsula that hosts all of Newfoundland's current gold production, including Anaconda Mining Inc.'s Point Rousse gold mine and Rambler Metals Mining operations.
For further information, please view the Company's filings at www.sedar.com .
ON BEHALF OF THE BOARD
Chief Executive Officer and Director
Disclaimer for Forward-Looking Information:
This news release includes certain forward‐looking statements and forward‐looking information (collectively, "forward‐looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding future capital expenditures, anticipated content, commencement, and cost of exploration programs in respect of the Company's projects and mineral properties, anticipated exploration program results from exploration activities, resources and/or reserves on the Company's projects and mineral properties, the anticipated business plans and timing of future activities of the Company, anticipated completion of the Private Placements, including the approval of the Canadian Securities Exchange for the Private Placements, are forward‐looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always, forward looking information can be identified by words such as "pro forma", "plans", "expects", "will", "may", "should", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words including negative variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. In making the forward‐looking statements in this news release, the Company has applied several material assumptions, including without limitation, that market fundamentals will result in sustained precious and base metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future exploration of the Company's properties, that the COVID19 global pandemic will not affect the ability of the Company to conduct the exploration program on its mineral properties, the availability of financing on suitable terms, and the Company's ability to comply with environmental, health and safety laws.
Forward‐looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward‐looking statements. Such risks and other factors include, among others, statements as to the anticipated business plans and timing of future activities of the Company, including the Company's proposed expenditures for exploration work on its mineral projects, the ability of the Company to obtain sufficient financing to fund its business activities and plans, delays in obtaining governmental and regulatory approvals (including of the Canadian Securities Exchange), permits or financing, changes in laws, regulations and policies affecting mining operations, risks relating to epidemics or pandemics such as COVID–19, as well as those factors discussed under the heading "Risk Factors" in the Company's prospectus dated April 4, 2022, and other filings of the Company with the Canadian Securities Authorities, copies of which can be found under the Company's profile on the SEDAR website at www.sedar.com.
Readers are cautioned not to place undue reliance on forward‐looking statements. The Company undertakes no obligation to update any of the forward‐looking statements in this news release except as otherwise required by law.
Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.
Copyright (c) 2023 TheNewswire - All rights reserved.
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Cosa Resources Corp. (TSX-V: COSA ) (OTCQB: COSAF ) (FSE: SSKU ) (" Cosa " or the " Company ") is pleased to announce that it has entered into an agreement with Haywood Securities Inc., on behalf of itself and a syndicate of agents (collectively, the " Agents ") who have agreed to sell, on a commercially reasonable efforts private placement basis, up to 8,000,000 units of the Company (the " Units ") at a price of C$0.25 per Unit (the " Unit Issue Price "), and up to 7,058,824 charity flow-through units of the Company (the " Charity FT Units " and, together with the Charity FT Units, the " Offered Securities ") at a price of C$0.425 per Charity FT Unit, for aggregate gross proceeds to the Company of up to C$5,000,000.20 (collectively, the " Offering ").
Cosa's largest shareholder, Denison Mines Corp. (TSX:DML, NYSE American: DNN) (" Denison "), has indicated that it will participate in the Offering up to an amount that will maintain its holdings in Cosa at approximately 19.95% following the completion of the Offering, pursuant to its pre-emptive and top-up rights under the investor rights agreement between Denison and Cosa dated January 14, 2025. Denison is a leading Athabasca Basin-focused uranium mining, development, and exploration company with a market capitalization of over C$2 billion. Denison's current focus is advancing the development-stage Wheeler River project, which represents one of the largest undeveloped uranium mining projects in the infrastructure rich eastern portion of the Athabasca Basin.
Each Unit will consist of one common share of the Company (a " Unit Share ") plus one-half of one common share purchase warrant (each whole warrant, a " Warrant "). Each Charity FT Unit will consist of one common share of the Company (a " FT Share ") that qualifies as a "flow-through share" within the meaning of the Income Tax Act (Canada) and will qualify as an "eligible flow-through share" as defined in The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) plus one-half of one Warrant. Each Warrant will entitle the holder thereof to purchase one common share of the Company (a " Warrant Share ") at an exercise price of C$0.37 for 24 months following the Closing Date (as defined below).
In addition, the Company has granted the Agents an option (the " Over-Allotment Option "), exercisable in whole or in part by the Agents, at any time up to 48 hours prior to the Closing Date (as defined below), to purchase up to an additional C$1,000,000 worth of Offered Securities.
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 Agents at a price per Resale Unit equal to the Unit Issue Price.
The Company intends to use the net proceeds from the sale of Units to fund exploration and for additional working capital purposes. 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), and to incur "eligible flow-through mining expenditures" pursuant to The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (collectively, the " Qualifying Expenditures ") related to the Company's uranium projects in the Athabasca Basin, Saskatchewan, on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers of the Charity FT Units effective December 31, 2025.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (" NI 45-106 "), the Offered Securities (collectively, the " LIFE Securities ") sold to purchasers who are not on the President's List (including the Offered Securities sold pursuant to the Over-Allotment Option) will be offered pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the " Listed Issuer Financing Exemption "). The Unit Shares, FT Shares and Warrant Shares issuable pursuant to the sale of the LIFE Securities will be immediately freely tradeable under applicable Canadian securities legislation.
Any Offered Securities sold to purchasers who are on the President's List (including any Offered Securities sold to Denison) (collectively, the " Non-LIFE Securities ") will be offered by way of the "accredited investor", "family, friends and business associates" and "minimum amount investment" exemptions under NI 45-106 in all of the provinces of Canada, except Québec, or in the case of the Units, also in offshore jurisdictions and the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the U.S. Securities Act. The Unit Shares, FT Shares and Warrant Shares issuable pursuant to the sale of the Non-LIFE Securities will be subject to a hold period ending on the date that is four months plus one day following the Closing Date under applicable Canadian securities laws.
The Offering is expected to close on or about February 26, 2025 (the " Closing Date "), or such other date as the Company and the Agents may agree, and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange.
The Company will pay to the Agents a cash commission of 5.0% of the gross proceeds raised in respect of the Offering, other than in respect of Offered Securities issued to certain purchasers on a president's list to be agreed upon by the Company and the Agents (the " President's List "), in which case the commission in respect of such issuance shall be equal to 3.0%. In addition, the Company will issue to the Agents compensation options, exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of common shares which is equal to 6.0% of the number of Offered Securities sold under the Offering at an exercise price equal to the Unit Issue Price, other than in respect of Offered Securities issued to purchasers on the President's List, in which case the Company will not issue any compensation options.
There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.cosaresources.ca. Prospective investors should read this offering document before making an investment decision.
The Offered securities described in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any United States state securities laws, and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons absent registration or an exemption from registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States, not in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
The terms "Unites States" and "U.S. person" used herein are as defined in Regulation S under the U.S. Securities Act.
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 100% owned and Cosa operated Joint Venture projects in the Athabasca Basin region, all of which are underexplored, and the majority reside within or adjacent to established uranium corridors.
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 GMZ zone and held key roles in the founding of both NexGen and IsoEnergy.
In January of 2025, the Company entered a transformative strategic collaboration with Denison that has secured Cosa 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.
Cosa's primary focus through 2024 was initial drilling at the 100% owned Ursa Project, which captures over 60-kilometres of strike length of the Cable Bay Shear Zone, a regional structural corridor with known mineralization and limited historical drilling. It potentially represents the last remaining eastern Athabasca corridor to not yet yield a major discovery, which the Company believes is primarily due to a lack of modern exploration. Modern geophysics completed by Cosa in 2023 identified multiple high-priority target areas characterized by conductive basement stratigraphy beneath or adjacent to broad zones of inferred sandstone alteration – a setting that is typical of most eastern Athabasca uranium deposits. Guided by a recently completed Ambient Noise Tomography (ANT) survey, Cosa's second and most recent drilling campaign at Ursa intersected a significant zone of unconformity-style sandstone hosted structure and alteration underlain by several intervals of anomalous radioactivity in the basement rocks.
Contact
Keith Bodnarchuk, President & CEO
+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.
Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "believes", "anticipates", "expects", "is expected", "scheduled", "estimates", "pending", "intends", "plans", "forecasts", "targets", or "hopes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "will", "should" "might", "will be taken", or "occur" and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking information herein includes, but is not limited to, statements that address activities, events or developments that Cosa expects or anticipates will or may occur in the future including the closing date of the Offering, proposed use of proceeds of the Offering and the tax treatment of the Charity FT Units.
Forward-looking statements and forward-looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of the Company, future growth potential for the Company and its business, and future exploration plans are based on management's reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of metals; costs of exploration and development; the estimated costs of development of exploration projects; the Company's ability to operate in a safe and effective manner.
These statements reflect the Company's respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or forward-looking information and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the future tax treatment of the Charity FT Units, competitive risks and the availability of financing; precious metals price volatility; risks associated with the conduct of the Company's mining activities; regulatory, consent or permitting delays; risks relating to reliance on the Company's management team and outside contractors; the Company's inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; operating or technical difficulties in connection with mining or development activities; employee relations, labour unrest or unavailability; the Company's interactions with surrounding communities; the speculative nature of exploration and development; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified in the Company's public disclosure documents. Readers are cautioned against attributing undue certainty to forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.
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Cosa Resources Corp. (TSX-V: COSA ) (OTCQB: COSAF ) (FSE: SSKU ) (" Cosa " or the " Company ") is pleased to announce that it has entered into an agreement with Haywood Securities Inc., on behalf of itself and a syndicate of agents (collectively, the " Agents ") who have agreed to sell, on a commercially reasonable efforts private placement basis, up to 8,000,000 units of the Company (the " Units ") at a price of C$0.25 per Unit (the " Unit Issue Price "), and up to 7,058,824 charity flow-through units of the Company (the " Charity FT Units " and, together with the Charity FT Units, the " Offered Securities ") at a price of C$0.425 per Charity FT Unit, for aggregate gross proceeds to the Company of up to C$5,000,000.20 (collectively, the " Offering ").
Cosa's largest shareholder, Denison Mines Corp. (TSX:DML, NYSE American: DNN) (" Denison "), has indicated that it will participate in the Offering up to an amount that will maintain its holdings in Cosa at approximately 19.95% following the completion of the Offering, pursuant to its pre-emptive and top-up rights under the investor rights agreement between Denison and Cosa dated January 14, 2025. Denison is a leading Athabasca Basin-focused uranium mining, development, and exploration company with a market capitalization of over C$2 billion. Denison's current focus is advancing the development-stage Wheeler River project, which represents one of the largest undeveloped uranium mining projects in the infrastructure rich eastern portion of the Athabasca Basin.
Each Unit will consist of one common share of the Company (a " Unit Share ") plus one-half of one common share purchase warrant (each whole warrant, a " Warrant "). Each Charity FT Unit will consist of one common share of the Company (a " FT Share ") that qualifies as a "flow-through share" within the meaning of the Income Tax Act (Canada) and will qualify as an "eligible flow-through share" as defined in The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) plus one-half of one Warrant. Each Warrant will entitle the holder thereof to purchase one common share of the Company (a " Warrant Share ") at an exercise price of C$0.37 for 24 months following the Closing Date (as defined below).
In addition, the Company has granted the Agents an option (the " Over-Allotment Option "), exercisable in whole or in part by the Agents, at any time up to 48 hours prior to the Closing Date (as defined below), to purchase up to an additional C$1,000,000 worth of Offered Securities.
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 Agents at a price per Resale Unit equal to the Unit Issue Price.
The Company intends to use the net proceeds from the sale of Units to fund exploration and for additional working capital purposes. 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), and to incur "eligible flow-through mining expenditures" pursuant to The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (collectively, the " Qualifying Expenditures ") related to the Company's uranium projects in the Athabasca Basin, Saskatchewan, on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers of the Charity FT Units effective December 31, 2025.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (" NI 45-106 "), the Offered Securities (collectively, the " LIFE Securities ") sold to purchasers who are not on the President's List (including the Offered Securities sold pursuant to the Over-Allotment Option) will be offered pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the " Listed Issuer Financing Exemption "). The Unit Shares, FT Shares and Warrant Shares issuable pursuant to the sale of the LIFE Securities will be immediately freely tradeable under applicable Canadian securities legislation.
Any Offered Securities sold to purchasers who are on the President's List (including any Offered Securities sold to Denison) (collectively, the " Non-LIFE Securities ") will be offered by way of the "accredited investor", "family, friends and business associates" and "minimum amount investment" exemptions under NI 45-106 in all of the provinces of Canada, except Québec, or in the case of the Units, also in offshore jurisdictions and the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the U.S. Securities Act. The Unit Shares, FT Shares and Warrant Shares issuable pursuant to the sale of the Non-LIFE Securities will be subject to a hold period ending on the date that is four months plus one day following the Closing Date under applicable Canadian securities laws.
The Offering is expected to close on or about February 26, 2025 (the " Closing Date "), or such other date as the Company and the Agents may agree, and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange.
The Company will pay to the Agents a cash commission of 5.0% of the gross proceeds raised in respect of the Offering, other than in respect of Offered Securities issued to certain purchasers on a president's list to be agreed upon by the Company and the Agents (the " President's List "), in which case the commission in respect of such issuance shall be equal to 3.0%. In addition, the Company will issue to the Agents compensation options, exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of common shares which is equal to 6.0% of the number of Offered Securities sold under the Offering at an exercise price equal to the Unit Issue Price, other than in respect of Offered Securities issued to purchasers on the President's List, in which case the Company will not issue any compensation options.
There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.cosaresources.ca. Prospective investors should read this offering document before making an investment decision.
The Offered securities described in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any United States state securities laws, and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons absent registration or an exemption from registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States, not in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
The terms "Unites States" and "U.S. person" used herein are as defined in Regulation S under the U.S. Securities Act.
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 100% owned and Cosa operated Joint Venture projects in the Athabasca Basin region, all of which are underexplored, and the majority reside within or adjacent to established uranium corridors.
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 GMZ zone and held key roles in the founding of both NexGen and IsoEnergy.
In January of 2025, the Company entered a transformative strategic collaboration with Denison that has secured Cosa 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.
Cosa's primary focus through 2024 was initial drilling at the 100% owned Ursa Project, which captures over 60-kilometres of strike length of the Cable Bay Shear Zone, a regional structural corridor with known mineralization and limited historical drilling. It potentially represents the last remaining eastern Athabasca corridor to not yet yield a major discovery, which the Company believes is primarily due to a lack of modern exploration. Modern geophysics completed by Cosa in 2023 identified multiple high-priority target areas characterized by conductive basement stratigraphy beneath or adjacent to broad zones of inferred sandstone alteration – a setting that is typical of most eastern Athabasca uranium deposits. Guided by a recently completed Ambient Noise Tomography (ANT) survey, Cosa's second and most recent drilling campaign at Ursa intersected a significant zone of unconformity-style sandstone hosted structure and alteration underlain by several intervals of anomalous radioactivity in the basement rocks.
Contact
Keith Bodnarchuk, President & CEO
+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.
Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "believes", "anticipates", "expects", "is expected", "scheduled", "estimates", "pending", "intends", "plans", "forecasts", "targets", or "hopes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "will", "should" "might", "will be taken", or "occur" and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking information herein includes, but is not limited to, statements that address activities, events or developments that Cosa expects or anticipates will or may occur in the future including the closing date of the Offering, proposed use of proceeds of the Offering and the tax treatment of the Charity FT Units.
Forward-looking statements and forward-looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of the Company, future growth potential for the Company and its business, and future exploration plans are based on management's reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of metals; costs of exploration and development; the estimated costs of development of exploration projects; the Company's ability to operate in a safe and effective manner.
These statements reflect the Company's respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or forward-looking information and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the future tax treatment of the Charity FT Units, competitive risks and the availability of financing; precious metals price volatility; risks associated with the conduct of the Company's mining activities; regulatory, consent or permitting delays; risks relating to reliance on the Company's management team and outside contractors; the Company's inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; operating or technical difficulties in connection with mining or development activities; employee relations, labour unrest or unavailability; the Company's interactions with surrounding communities; the speculative nature of exploration and development; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified in the Company's public disclosure documents. Readers are cautioned against attributing undue certainty to forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.
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Global Atomic Corporation (" Global Atomic " or the " Company ") (TSX: GLO) (OTCQX: GLATF) (FRANKFURT: G12) is pleased to announce the closing of its previously announced non-brokered private placement (the " Offering ") for gross proceeds of C$35,600,000 . The Company sold 44,500,000 units of the Company (each, a " Unit ") at a price of C$0.80 per Unit. Red Cloud Securities Inc. and Canaccord Genuity Corp. (collectively, the " Finders ") acted as finders in connection with the Offering.
Each Unit consists of one common share of the Company (each, a " Common Share ") and one common share purchase warrant (each, a " Warrant "). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of C$1.00 at any time on or before January 31, 2028 .
The Company intends to use the net proceeds from the Offering for the advancement of the Dasa Project and for general working capital purposes. The Offering is subject to customary final approval of the Toronto Stock Exchange (the " TSX "). The Company may complete a second closing on the $400,000 available under the Offering.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions (" NI 45-106 "), 12,500,000 Units (the " LIFE Units ") were sold to purchasers resident in Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The Common Shares issuable pursuant to the sale of the LIFE Units are immediately freely tradeable under applicable Canadian securities legislation for Canadian purchasers.
As consideration for services provided in connection with the Offering, the Finders received a cash Finders Fee equal to 5% of the gross proceeds of the Offering (excluding the gross proceeds from the sale of Units to a list of select purchasers (the " President's List "). In addition, the Finders were issued that number of warrants of the Company (the " Finder's Warrants ") equal to 5% of the aggregate number of Units sold under the Offering (excluding the Units sold to purchasers under the President's List). Each Finder's Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.80 at any time on or before January 31, 2028 .
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States . The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act ") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Global Atomic
Global Atomic Corporation ( www.globalatomiccorp.com ) is a publicly listed company that provides a unique combination of high-grade uranium mine development and cash-flowing zinc concentrate production.
The Company's Uranium Division is currently developing the fully permitted, large, high grade Dasa Deposit, discovered in 2010 by Global Atomic geologists through grassroots field exploration. The "First Blast Ceremony" occurred on November 5, 2022 , and commissioning of the processing plant is scheduled for Q1, 2026. Global Atomic has also identified 3 additional uranium deposits in Niger that can be advanced with further assessment work.
Global Atomic's Base Metals Division holds a 49% interest in the Befesa Silvermet Turkey, S.L. (BST) Joint Venture, which operates a modern zinc recycling plant, located in Iskenderun, Türkiye. The plant recovers zinc from Electric Arc Furnace Dust (EAFD) to produce a high-grade zinc oxide concentrate which is sold to zinc smelters around the world. The Company's joint venture partner, Befesa Zinc S.A.U. (Befesa) holds a 51% interest in and is the operator of the BST Joint Venture. Befesa is a market leader in EAFD recycling, with approximately 50% of the European EAFD market and facilities located throughout Europe , Asia and the United States of America .
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
The information in this release may contain forward-looking information under applicable securities laws. Forward-looking information includes, but is not limited to, statements with respect to completion of any financings; Global Atomics' development potential and timetable of its operations, development and exploration assets; Global Atomics' ability to raise additional funds necessary; the future price of uranium; the estimation of mineral reserves and resources; conclusions of economic evaluation; the realization of mineral reserve estimates; the timing and amount of estimated future production, development and exploration; cost of future activities; capital and operating expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental and permitting risks. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "is expected", "estimates", variations of such words and phrases or statements that certain actions, events or results "could", "would", "might", "will be taken", "will begin", "will include", "are expected", "occur" or "be achieved". All information contained in this news release, other than statements of current or historical fact, is forward-looking information. Statements of forward-looking information are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Global Atomic to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those risks described in the annual information form of Global Atomic and in its public documents filed on SEDAR from time to time.
Forward-looking statements are based on the opinions and estimates of management at the date such statements are made. Although management of Global Atomic has attempted to identify important factors that could cause actual results to be materially different from those forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance upon forward-looking statements. Global Atomic does not undertake to update any forward-looking statements, except in accordance with applicable securities law. Readers should also review the risks and uncertainties sections of Global Atomics' annual and interim MD&As.
The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy and accuracy of this news release.
SOURCE Global Atomic Corporation
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