Cogitore Resources Inc.
TSX VENTURE : WOO

Cogitore Resources Inc.

October 21, 2014 07:30 ET

Cogitore Resources to Sell Majority of Properties to Yorbeau Resources

TORONTO, ONTARIO--(Marketwired - Oct. 21, 2014) - Cogitore Resources Inc. (TSX VENTURE:WOO) ("Cogitore" or the "Company") announced today that it has signed a non-binding Letter of Intent to sell the majority of its exploration assets in the provinces of Quebec and Ontario to Yorbeau Resources Inc. (TSX:YRB.A) ("Yorbeau"). This includes substantially all of the exploration properties and all of the physical exploration assets.

The Board of Directors of Cogitore has undertaken a strategic review of the Company's property holdings in light of depressed resource markets and the scarcity of resource exploration funding. Various alternatives were reviewed to maximize the value of the resource holdings of Cogitore. It has been determined that a larger land package with a broader selection of exploration targets would maximize the value of the Cogitore's exploration lands.

Yorbeau currently owns exploration lands near Cogitore's Selbaie property and in Rouyn-Noranda, Quebec, which is the location of Cogitore's exploration office. The Board of Directors of Cogitore believes that this combined land package will produce more value for the shareholders of Cogitore than maintaining the existing land package on standalone basis. As part of the transaction, Yorbeau will hire two staff geologists currently consulting for Cogitore so that there can be continuity to the exploration initiatives undertaken by Cogitore on its properties.

In consideration for the acquisition, Yorbeau will issue 25 million shares to Cogitore. Based on the current issued and outstanding shares of Yorbeau, Cogitore would own approximately 11.5% of the issued and outstanding shares of Yorbeau. These shares are subject to a four month hold period from the date of closing, and Cogitore will agree that it will not sell more than 5.0% of these shares during any calendar month without the approval of Yorbeau.

The transaction is expected to close on or about December 22, 2014. The transaction is subject to completion of a $2.0 million financing by Cogitore on terms to be determined, as well as due diligence, definitive documentation, shareholder approval and regulatory approval.

Following this transaction, Cogitore intends to complete a further review of corporate strategy. Cogitore may consider investment alternatives outside of the resource sector. Further announcements will be made. Cogitore will assess its investment strategy for its holding of Yorbeau shares and, upon any sales of these shares, the proceeds will be used for working capital. There can be no assurance as to the timing of any such divestiture and whether such sales can be made on a profitable basis.

Mr. Gerald Riverin, who is a common director with both Cogitore and Yorbeau recused himself from consideration of this matter and abstained from voting for this transaction in respect of both companies. In addition, Mr. Mark Goodman, the Chairman and a director of Cogitore, recused himself from consideration of this matter and abstained from voting for this transaction in respect of Cogitore. Mr. Goodman is an officer and director of Dundee Corporation. Cogitore is indebted to Dundee Corporation in the amount of $904,000 which is material to the Company. Dundee Corporation also owns 15.6% of the issued and outstanding shares of the Cogitore.

About Cogitore

Cogitore has a strategic focus on VMS style base metal exploration in prospective areas that also feature infrastructure and a political climate favourable for exploration and mine development. All of the Company's claims are focused in the highly prospective Abitibi Belt of Quebec and Ontario.

Caution Regarding Forward-Looking Information

This News Release includes certain "forward-looking statements". These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, the ability of the Company to complete the sale of assets to Yorbeau Resources Inc. and realize value from the shares issued pursuant to this transaction, results of exploration, project development, reclamation and capital costs of the Company's mineral properties, and the Company's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: due diligence, definitive documentation, regulatory and shareholder approvals regarding the sale of assets to Yorbeau Resources Inc.; changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities 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.
    Mr. Brian Howlett
    President & CEO
    Office: 416-849-7773
    Cell: 647-227-3035
    www.cogitore.com