Cogitore Resources Inc.

TSX VENTURE : WOO


Cogitore Resources Inc.

December 28, 2012 17:00 ET

Cogitore Resources Announces Closing of Private Placement of Flow-Through Shares

TORONTO, ONTARIO--(Marketwire - Dec. 28, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Cogitore Resources Inc. ("Cogitore") (TSX VENTURE:WOO) is pleased to announce that is has closed a non-brokered private placement (the "Offering") by issuing 917,998 flow-through" common shares at a price of $0.12 per share for aggregate gross proceeds to Cogitore of $110,160. Each "flow-through" common share will qualify as a "flow-through share" for the purposes of the Income Tax Act (Canada). All "flow-through" common shares issued pursuant to the Offering are subject to a four-month hold period.

Including the issuance of shares detailed in this news release, there will be 83,273,365 common shares of Cogitore issued and outstanding. The Offering remains subject to final acceptance by the TSX Venture Exchange.

A director of Cogitore participated in the Offering, thereby making the Offering a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The 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 person exceeded 25% of Cogitore's market capitalization.

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

Work is carried out by the personnel of Cogitore, under the supervision of Gérald Riverin, PhD, P.Geo. Mr. Riverin is a qualified person (as defined by National Instrument 43-101) and has more than 30 years of experience in exploration.

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 Cogitore'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 Cogitore 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 Cogitore'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 Cogitore'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 heading "Risk Factors" of Cogitore's Management's Discussion and Analysis for the year ending December 31, 2011, 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 Cogitore'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. Cogitore 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.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of Cogitore. The securities of Cogitore have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

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

    Cogitore Resources Inc.
    Mark Goodman
    Executive Chairman
    416-924-9893
    www.cogitore.com