Cogitore Resources Inc.
TSX VENTURE : WOO

Cogitore Resources Inc.

August 06, 2009 15:00 ET

Cogitore Resources Inc. Announces Closing of Private Placement Financing

TORONTO, ONTARIO--(Marketwire - Aug. 6, 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 it has closed the non-brokered private placement of flow-through common shares announced in its press releases of July 15 and July 23, 2009. 5,000,000 flow-through common shares of the Company were issued at a price of $0.12 per flow-through common share for aggregate gross proceeds of $600,000 (the "Private Placement"). The Company paid a cash commission equal to 5% of certain gross proceeds of the Private Placement to participating registered dealers for an aggregate total of $19,020.

The proceeds of the Private Placement will be used to fund the Company's 2009 exploration program.

The flow-through common shares issued at closing are subject to resale restrictions pursuant to applicable securities laws requirements and notably to a hold period of four months plus one day from the closing date. The Company now has 50,326,953 common shares issued and outstanding.

A number of insiders participated in the Private Placement, thereby making the Private Placement a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). Mr. Mark Goodman, Executive Chairman and director of the Company, subscribed for 1,042,500 common shares. Mr. Gerald Riverin, President & Chief Executive Officer and a director of the Company, subscribed for 170,000 common shares. Mr. Jonathan Goodman, a director of the Company, subscribed for 337,500 common shares. Mr. Vincent O'Meara, a director of the Company, subscribed for 75,000 common shares. Mr. Alain Krushnisky, a director of the Company, subscribed for 50,000 common shares. Mr. David Comba, a director of the Company, subscribed for 80,000 common shares. Mr. Tony Brisson, VP Exploration, subscribed for 75,000 common shares. The Private Placement was approved by one out of the seven directors of the Company, Messrs M. Goodman, J. Goodman, O'Meara, Riverin, Krushnisky and Comba having abstained from the vote.

Following the closing of the Private Placement, Mr. M. Goodman will own or control 3,192,165 common shares or approximately 6.3% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 450,000 common shares, which upon conversion would give him 3,642,165 common shares or approximately 7.2% of the issued and outstanding shares of the Company. Mr. O'Meara will own or control 185,001 common shares or approximately 0.4% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 325,000 common shares, which upon conversion would give him 510,001 common shares or approximately 1.0% of the issued and outstanding shares of the Company. Mr. J. Goodman will own or control 1,729,998 common shares or approximately 3.4% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 150,000 common shares, which upon conversion would give him 1,879,998 common shares or approximately 3.7% of the issued and outstanding shares of the Company. Mr. Comba will own or control 155,667 common shares or approximately 0.3% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 350,000 common shares, which upon conversion would give him 505,667 common shares or approximately 1.0% of the issued and outstanding shares of the Company. Mr. Riverin will own or control 360,000 common shares or approximately 0.7% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 850,000 common shares, which upon conversion would give him 1,210,000 common shares or approximately 2.4% of the issued and outstanding shares of the Company. Mr. Krushnisky will own or control 50,000 common shares or approximately 0.1% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 150,000 common shares, which upon conversion would give him 200,000 common shares or approximately 0.4% of the issued and outstanding shares of the Company. Mr. Brisson will own or control 91,500 common shares or approximately 0.2% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 480,000 common shares, which upon conversion would give him 571,500 common shares or approximately 1.1% of the issued and outstanding shares of the Company. The transaction 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 persons exceeded 25% of the Company's market capitalization.

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.

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