Cogitore Resources Inc.
TSX VENTURE : WOO

Cogitore Resources Inc.

April 30, 2010 16:44 ET

Cogitore Resources Inc. Announces Closing of Private Placement Financing

TORONTO, ONTARIO--(Marketwire - April 30, 2010) - NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Cogitore Resources Inc. (the "Company") (TSX VENTURE:WOO) is pleased to announce that it has closed (i) the non-brokered private placement of flow-through common shares (the "Flow-Through Offering") and (ii) the non-brokered private placement of units (the "Unit Offering", and together with the Flow-Through Offering, the "Offerings"), announced in its press releases of April 8 and April 12, 2010. 

2,000,000 flow-through common shares of the Company were issued at a price of $0.35 per flow-through common share for aggregate gross proceeds of $700,000. The Company paid a cash commission equal to 6% of certain gross proceeds of the Flow-Through Offering to participating registered dealers for an aggregate total of $26,760.

1,933,335 units of the Company were issued at a price of $0.30 per unit for aggregate gross proceeds of $580,000, each unit consisting of one common share of the Company and one-half common share purchase warrant. Each whole common share purchase warrant will entitle the holder to purchase one additional common share at a price of $0.45 per common share for a period of eighteen months following the closing date, or earlier pursuant to the acceleration terms previously disclosed. The Company paid a due diligence fee (including legal fees and expenses) incurred by subscribers in connection with the Unit Offering equal to $18,288.

The proceeds of the Flow-Through Offering will be used to fund the Company's ongoing exploration program, while the proceeds of the Unit Offering will be used to fund the Company's ongoing exploration program and for general corporate purposes.

The common shares and common share purchase warrants issued at closing are, and the common shares issued upon exercise of the common share purchase warrants will be, subject to resale restrictions pursuant to applicable securities laws requirements and notably to a hold period of four months plus one day from the closing date. Following the closing of the Offerings, the Company will have 57,280,888 common shares issued and outstanding. The Offerings remain subject to final acceptance by the TSX Venture Exchange.

A number of insiders participated in the Flow-Through Offering, thereby making the Flow-Through Offering a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). Mr. Stephen Lidsky, a director of the Company, subscribed for 19,640 common shares. Mr. Jonathan Goodman, a director of the Company, subscribed for 142,900 common shares. Mr. Gérald Riverin, President and CEO and a director of the Company, subscribed for 57,140 common shares. Mr. Tony Brisson, an officer of the Company, subscribed for 28,580 common shares. Mr. David Comba, a director of the Company, subscribed for 20,000 common shares. Mr. Daniel Goodman, the CEO of GFI Investment Counsel Ltd, subscribed for 28,571 common shares. The Flow-Through Offering was unanimously approved by the directors of the Company, with the directors participating in the Flow-Through Offering disclosing their interest and abstaining from voting with respect thereto. 

Following the closing of the Offerings, Mr. Lidsky will own or control 158,806 common shares or approximately 0.3% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 325,000 common shares, which upon conversion would give him 483,806 common shares or approximately 0.8% of the issued and outstanding shares of the Company. Mr. J. Goodman will own or control 2,015,798 common shares or approximately 3.5% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 150,000 common shares, which upon conversion would give him 2,165,798 common shares or approximately 3.8% of the issued and outstanding shares of the Company. Mr. Riverin will own or control 417,140 common shares or approximately 0.7% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 650,000 common shares, which upon conversion would give him 1,067,140 common shares or approximately 1.8% of the issued and outstanding shares of the Company. Mr. Brisson will own or control 120,080 common shares or approximately 0.2% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 480,000 common shares, which upon conversion would give him 600,080 common shares or approximately 1.0% of the issued and outstanding shares of the Company. Mr. Comba will own or control 195,667 common shares or approximately 0.3% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 350,000 common shares, which upon conversion would give him 545,667 common shares or approximately 1.0% of the issued and outstanding shares of the Company. Mr. D. Goodman will own or control 9,609,476 common shares or approximately 16.8% of the issued and outstanding shares of the Company. Mr. D. Goodman does not own or control any convertible securities of the Company. The Flow-Through Offering was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any common shares issued to or the consideration paid by such persons exceeded 25% of the Company's market capitalization.

The Company has developed a strategic focus on base metal exploration in prospective areas that also feature infrastructure favourable for mining development. Accordingly, it will focus its work in the Abitibi Belt of Quebec and Ontario, and in the Central Belt of Newfoundland.

Forward Looking Statements

Certain statements contained in this news release may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to our future outlook and anticipated events or results. In particular, statements relating to the Company's plans in the Abitibi Belt of Quebec and Ontario, and in the Central Belt of Newfoundland, which involve known and unknown risks, uncertainties and other important factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. In some cases, forward-looking information can be identified by terms such as "may", "will" or other similar expressions concerning matters that are not historical facts. These statements are based on the Company's current expectations and assumptions regarding expected developments. While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect.
Actual results may differ materially as a result of risks, uncertainties and other factors, such as changes in the general economic, regulatory, industry, market and business conditions; fluctuations in prices of precious and base metals and currency exchange rates; the possibility that future exploration results will not be consistent with the Company's expectations; unanticipated costs and expenses; timing and availability of external financing on acceptable terms; dependence on key personnel; failure of equipment and development including, but not limited to, unusual or unexpected geological formations. Such factors are also described or referred to under the headings "Property and Financial Risk Factors Affecting Financial Instruments" and "Risk and Uncertainties" of the Company's Management's Discussion and Analysis for the year ending December 31, 2009, all of which are incorporated by reference herein and are available at SEDAR at www.sedar.com. We caution that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the Company's forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail.

You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events except where required by applicable laws.

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.

Contact Information

  • Cogitore Resources Inc.
    Gerald Riverin
    President & CEO
    819-764-6666
    or
    Cogitore Resources Inc.
    Mark Goodman
    Executive Chairman
    416-924-9893
    www.cogitore.com