COGITORE Resources Inc. Amends Terms of Non-Brokered Private Placement

TORONTO, ONTARIO--(Marketwire - March 24, 2011) - NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

COGITORE Resources Inc. (the "Company") (TSX VENTURE:WOO) wishes to announce that further to its press release dated March 14, 2011, the terms of the private placement have been revised to amend the offering. Subject to regulatory approval, Cogitore proposes to complete, a non-brokered private placement of up to 4,000,000 flow-through common shares at a price of $0.26 per flow-through common share for aggregate gross proceeds of up to $1,040,000 (the "Offering"). The common shares will have a hold period of four months from closing. Finders' fees equal to 5% of the aggregate gross proceeds of the financing may be payable to eligible persons with respect to the financing. The Company is expecting the closing date to occur on or about March 31, 2011.

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.

Work is carried out by the personnel of Cogitore Resources Inc., under the supervision of Gérald Riverin, PhD, P.Geo. He 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 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 "will", "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, 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 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.

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.