Cogitore Resources Inc.
TSX VENTURE : WOO

Cogitore Resources Inc.

November 17, 2010 16:00 ET

Cogitore Resources Inc. Announces Closing of Private Placement Financing

TORONTO, ONTARIO--(Marketwire - Nov. 17, 2010) - 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 (the "Offering") announced in its press releases of November 1 and November 9, 2010.

3,000,000 flow-through common shares of the Company were issued at a price of $0.30 per flow-through common share for aggregate gross proceeds of $900,000. The Company paid a cash commission equal to 5% of certain gross proceeds of the Offering to participating registered dealers for an aggregate total of $825.

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

The 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. Following the closing of the Offering, the Company will have 60,280,888 common shares issued and outstanding. The Offering remains subject to final acceptance by the TSX Venture Exchange.

A number of insiders participated in the Offering, thereby making the Offering a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). Mr. Gérald Riverin, President and CEO and a director of the Company, subscribed for 16,667 common shares. Mr. Orest Zajcew, an officer of the Company, subscribed for 16,668 common shares. Mr. Tony Brisson, an officer of the Company, subscribed for 28,333 common shares. Mr. David Comba, a director of the Company, subscribed for 20,000 common shares. The Offering was unanimously approved by the directors of the Company, with the directors participating in the Offering disclosing their interest and abstaining from voting with respect thereto. 

Following the closing of the Offering, Mr. Riverin will own or control 433,807 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 600,000 common shares, which upon conversion would give him 1,033,807 common shares or approximately 1.7% of the issued and outstanding shares of the Company. Mr. Zajcew will own or control 301,668 common shares or approximately 0.5% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 300,000 common shares, which upon conversion would give him 601,668 common shares or approximately 1.0% of the issued and outstanding shares of the Company. Mr. Brisson will own or control 148,413 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 380,000 common shares, which upon conversion would give him 528,413 common shares or approximately 0.9% of the issued and outstanding shares of the Company. Mr. Comba will own or control 215,667 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 200,000 common shares, which upon conversion would give him 415,667 common shares or approximately 0.7% of the issued and outstanding shares of the Company. 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 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.

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 the Company'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 the Company 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 the Company'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 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 "Risk and Uncertainties" of the Company's Management's Discussion and Analysis for the year ending December 31, 2009, 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.

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.
    Mark Goodman
    Executive Chairman
    416-924-9893
    http://www.cogitore.com/