Cogitore Resources Inc. Announces $2 Million Non-Brokered Private Placement of Flow-Through Shares and Initial $1 Million Closing

TORONTO, ONTARIO--(Marketwire - April 25, 2012) -

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Cogitore Resources Inc. ("Cogitore") (TSX VENTURE:WOO) is pleased to announce, subject to regulatory approval, a non-brokered private placement (the "Offering") of up to $2,000,000 through the issuance of "flow-through" common shares at a price of $0.17 per share. 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 will be subject to a four-month hold period. Finders' fees equal to 6% of the aggregate gross proceeds of the Offering may be payable to eligible persons.

Cogitore completed the first tranche of the Offering today by issuing 5,882,352 "flow-through" common shares for aggregate gross proceeds of $1,000,000. The shares were issued to a shareholder holding or controlling 10% of the issued and outstanding shares of Cogitore, thereby making the first tranche of the Offering a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The first tranche of 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. Cogitore did not pay any finders' fees in connection with the first tranche of the Offering.

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 headings "Property and Financial Risk Factors Affecting Financial Instruments" and "Risk and Uncertainties" of Cogitore's Management's Discussion and Analysis for the year ending December 31, 2010, 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.