Cogitore Resources Inc.
TSX VENTURE : WOO

Cogitore Resources Inc.

December 22, 2008 18:18 ET

Cogitore Resources Inc. Announces Closing of Private Placement Financing

TORONTO, ONTARIO--(Marketwire - Dec. 22, 2008) - 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 release of December 5, 2008. 10,000,000 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 $1,200,000 (the "Private Placement"). No commissions were paid by the Company in the Private Placement. 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 45,326,953 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 1,250,000 common shares. Mr. Vincent O'Meara, a director of the Company, subscribed for 83,334 common shares. Mr. Stephen Lidsky, a director of the Company, subscribed for 66,666 common shares. Mr. David Comba, a director of the Company, subscribed for 40,000 common shares. Mr. Orest Zajcew, Chief Financial Officer of the Company, subscribed for 210,000 common shares. The Private Placement was approved by two out of the six directors of the Company, Messrs Goodman, O'Meara, Lidsky and Comba having abstained from the vote.

Following the closing of the Private Placement, Mr. Goodman will own or control 2,149,665 common shares or approximately 4.7% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 314,305 common shares, which upon conversion would give him 2,463,970 common shares or approximately 5.4% of the issued and outstanding shares of the Company. Mr. O'Meara will own or control 110,001 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 175,000 common shares, which upon conversion would give him 285,001 common shares or approximately 0.6% of the issued and outstanding shares of the Company. Mr. Lidsky will own or control 89,166 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 175,000 common shares, which upon conversion would give him 264,166 common shares or approximately 0.6% of the issued and outstanding shares of the Company. Mr. Comba will own or control 75,667 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 205,000 common shares, which upon conversion would give him 280,667 common shares or approximately 0.6% of the issued and outstanding shares of the Company. Mr. Zajcew will own or control 285,000 common shares or approximately 0.6% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 212,500 common shares, which upon conversion would give him 497,500 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.

The TSX Venture Exchange has not reviewed and does not accept 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