Cogitore Resources Inc.

Cogitore Resources Inc.

December 15, 2009 17:18 ET

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


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 3,000,000 flow-through common shares at a price of $0.35 per flow-through common share for aggregate gross proceeds of up to $1,050,000 (the "Offering"). Although the Offering is non-brokered, the Company may protect offers received from registered dealers when accepted by the Company, and in such case the Company will pay a cash commission of 5% of the purchase price of such common shares. 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 December 22, 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 300,000 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.

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 market conditions for the completion of the proposed private placement are forward-looking. In some cases, forward-looking information can be identified by terms such as "may", "will", "propose", "expecting" or other similar expressions concerning matters that are not historical facts. These statements are based on the Company's current expectations and assumptions that could prove to be incorrect. The forward-looking statements are not guarantees of future performance and undue reliance should not be placed on them. In making forward-looking statements, the Company has assumed that the market conditions for the private placement will remain favourable. 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 "Other Risk and Uncertainties" of the Company's Management's Discussion and Analysis for the quarter ending September 30, 2009, all of which are incorporated by reference herein and are available at SEDAR at 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
    Cogitore Resources Inc.
    Louis Morin
    Director Investor Relations