Cogitore Resources Inc.
TSX VENTURE : WOO

Cogitore Resources Inc.

October 16, 2008 18:50 ET

Cogitore Resources Inc. Announces Non-Brokered Private Placement of Flow-Through Common Shares

TORONTO, ONTARIO--(Marketwire - Oct. 16, 2008) -

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COGITORE Resources Inc. (the "Company") (TSX VENTURE:WOO) is pleased to announce that, subject to regulatory approval, it has arranged a non-brokered private placement with accredited investors of up to 3,125,000 flow-through common shares at a price of $0.16 per flow-through common share for aggregate gross proceeds of up to $500,000. Although the placement will be non-brokered, the Company will pay a cash commission to registered dealers who introduced accredited investors (other than insiders) to the Company (and which were accepted by the Company) of 8% of the total proceeds raised by such registered dealer. The common shares will have a hold period of four months from closing. The Company is expecting the closing date to occur on or about October 21, 2008.

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, and in the Central Belt of Newfoundland.

Gerald Riverin, the President and Chief Executive Officer of the Company, and Ned Goodman, a director of the Company, each propose to subscribe for 125,000 and 937,500 flow-through common shares, respectively, in which event the private placement will be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction, however, will be 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 will exceed 25% of the Company's market capitalization. The material change report in respect of this related party transaction will be filed less than 21 days before the expected date of the closing of this private placement which the Company considers reasonable and necessary in the present circumstances, due to the uncertainty of current market conditions.

On Behalf of the Board of Directors, Mark Goodman, Chairman of the Board

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.
    Mark Goodman
    Chairman of the Board
    416-924-9893