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Cogitore Resources Inc.
Announces Non-Brokered Private Placement of Flow-Through
Common Shares
TORONTO, December 5 - 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 10,000,000 flow-through common shares at a price
of $0.12 per flow-through common share for aggregate gross
proceeds of up to $1,200,000 (the "Offering"). 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 December 18, 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.
Company management and directors propose
to subscribe for up to 1,666,667 flow-through common shares,
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.
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.
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