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Cogitore Resources Inc.
Announces closing of Private Placement Financing
TORONTO, December 22 - 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.
For more information, please contact
Gerald Riverin
President & CEO
819-764-6666
Louis Morin
Director Investor Relations
514-591-3988
www.cogitore.com
The TSX Venture Exchange has not reviewed
and does not accept responsibility for the adequacy or
accuracy of this release.
SEDAR: 00020132E. CNW 22-DEC-08 ©2008 Cogitore Resources
Inc.
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