Cogitore Resources Inc.
TSX VENTURE : WOO

Cogitore Resources Inc.

July 15, 2009 16:00 ET

Cogitore Resources Inc. Announces Non-Brokered Private Placement of Flow-Through Common Shares

TORONTO, ONTARIO--(Marketwire - July 15, 2009) - 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, subject to regulatory approval, it has arranged a non-brokered private placement with accredited investors of up to 5,000,000 flow-through common shares at a price of $0.12 per flow-through common share for aggregate gross proceeds of up to $600,000 (the "Offering"). The common shares will have a hold period of four months from closing. The Company is expecting the closing date to occur on or about August 7, 2009.

The proceeds of the Offering will be used to fund the Company's ongoing exploration program.

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.

Company management and directors propose to subscribe for up to 1,666,667 flow-through common shares, in which event the private placement will be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction, however, will be 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 will exceed 25% of the Company's market capitalization. The material change report in respect of this related party transaction will be filed less than 21 days before the expected date of the closing of this private placement which the Company considers reasonable and necessary in the present circumstances, due to the uncertainty of current market conditions.

www.cogitore.com

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.
    Louis Morin
    Director Investor Relations
    514-591-3988
    www.cogitore.com