Cosa Resources Issues Deferred Payment Shares to Denison Mines

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.

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.

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