Mr. Keith Bodnarchuk reports

COSA RESOURCES COMPLETES AGREEMENT TO FORM JOINT VENTURES WITH DENISON MINES ON MULTIPLE URANIUM PROJECTS

Cosa Resources Corp. has completed its previously announced acquisition from Denison Mines Corp. of a 70-per-cent interest in a portfolio of prospective uranium projects.

Keith Bodnarchuk, Cosa president and chief executive officer, 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 adviser. 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 vice-president 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 and metals group at Scotiabank. Mr. Smith holds a bachelor of commerce (honours) degree from Queen's University and is a CFA charterholder. Mr. Smith also serves as a director of EMX Royalty Corp.

Chad Sorba, technical adviser

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 its flagship Wheeler River project. Appointed as vice-president, technical services and 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 Mr. 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 Nov. 26, 2024, 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 10 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 70-per-cent interest in each of the projects from Denison. Cosa and Denison have entered into a joint venture on each of the projects with Cosa as operator of all projects. In addition, Denison has agreed to participate in subsequent equity financings of Cosa for aggregate total proceeds of a minimum of $1-million, the timing and amount to be at Cosa's discretion.

As consideration for the transaction, Cosa issued to Denison 14,195,506 common shares at a deemed price of 22.5 cents per share, equivalent to 19.95 per cent of the outstanding common shares of Cosa as of the closing date.

Additionally, Cosa will be required to:

• Issue to Denison a further $2.25-million in 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 exceeding 19.95 per cent of Cosa's issued and outstanding shares). Notwithstanding the foregoing, if required by the TSX Venture Exchange, the deferred consideration shares will be issued at a floor price of 17 cents;
• 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;
• Finance 100 per cent of the first $1.5-million in exploration expenditures on the Murphy Lake North project by Dec. 31, 2027. Failure to do so will result in Denison's ownership in the Murphy Lake North project increasing to 51 per cent and Denison assuming operatorship;
• Post a deficiency deposit in the amount of up to $35,000 to maintain the Murphy Lake North mineral claims and, if required, reimburse Denison for any deficiency deposit posted or for expenses incurred toward exploration at Murphy Lake North up to a maximum of $150,000;
• Finance 100 per cent of the first $5-million 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 to 51 per cent and Denison will assume operatorship; and
• Appoint a technical adviser 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, which permits Denison to reclaim up to 60 per cent of the Darby project and is to be the greater of: (i) $50-million or (ii) 450 per cent of Cosa's exploration expenditures to date (excluding the initial $5-million in Cosa-financed expenditures) incurred on the Darby claim(s) for the proportion of the property interest subject to the buydown. The buydown can be completed through a combination of cash payments and Denison sole-financed project expenditures, and must be a minimum of 25 per cent cash. The buydown will be extinguished if Denison's interest in the Darby project claims subject to the buydown fall below 10 per cent or upon commercial production of 500,000 pounds of U3O8 (triuranium octoxide) from the claims subject to the buydown.

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 TSX Venture Exchange.

Ancillary agreements

In connection with closing of the transaction, Cosa and Denison have entered into a royalty agreement for each project, an investor rights agreement and a joint venture agreement for each project.

The royalty agreements provide Denison with a 2-per-cent net smelter royalty (NSR) on the Darby and Packrat projects, and a 0.5-per-cent NSR on the Murphy Lake North project. Cosa retains the right to repurchase 50 per cent of the royalties on the Darby project and the Packrat project in exchange for a cash payment of $2-million per project.

The investor rights agreement provides, among other things, that, for so long as Denison holds at least 5 per cent of the issued and outstanding common shares, it will have a pre-emptive right and top-up rights entitling it to maintain and/or otherwise acquire up to a 19.95-per-cent interest in Cosa. Additionally, Denison may nominate one director to Cosa's board of directors for so long as Denison holds at least 5 per cent of the issued and outstanding common shares, and an additional director to Cosa's board of directors for so long as Denison holds at least 10 per cent of the issued and outstanding common shares.

Pursuant to the joint venture agreements, the parties have formed joint ventures in which Cosa owns a 70-per-cent interest and Denison owns a 30-per-cent interest in each project. Cosa will be the operator for all projects and is entitled to charge an industry standard operator fee to the joint venture.

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. 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 advisers 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 subparallel 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 first quarter of 2025.

The depth to the unconformity at Murphy Lake North is approximately 250 metres.

The Darby project

The Darby project is located 10 kilometres west of the Cigar Lake mine and 17 kilometres north of the McArthur River mine. Darby is interpreted to contain more than 25 kilometres of conductive strike length, including the eight-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 metres 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. 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.

About Cosa Resources Corp.

Cosa Resources is a Canadian uranium exploration company operating in Northern Saskatchewan. The portfolio comprises roughly 237,000 hectares across multiple 100-per-cent-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 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 100-per-cent-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.

In January of 2025, the company entered a transformative strategic collaboration with Denison Mines involving the acquisition of a 70-per-cent interest in and the formation of multiple joint ventures for highly prospective eastern Athabasca uranium exploration projects. Denison is Cosa's largest shareholder, and gains exposure to Cosa's potential for exploration success and its pipeline of uranium deposits.

We seek Safe Harbor.