Cogitore Resources Inc. Announces Closing of Private Placement Financing

TORONTO, October 23 /Marketwire/ - 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 October 16, 2008. 2,187,500 flow-through common shares of the Company were issued at a price of $0.16 per flow-through common share for aggregate gross proceeds of $350,000. A commission of $25,600 is payable by the Company as part of this offering to Augen Capital Corp., in connection with the introduction of an accredited investor to the Company, whose subscription was accepted by the Company. All investors in this private placement were from Quebec. As such, the proceeds of this financing will be used to fund the Company's exploration program on its projects in Quebec.

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 35,326,953 common shares issued and outstanding.

Gerald Riverin, a director and the President and Chief Executive Officer of the Company subscribed for 125,000 flow-through common shares, thereby making the private placement a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The private placement was approved by six out of the seven directors of the Company, Gerald Riverin having abstained from the vote. Following the closing of the private placement Mr. Riverin will own or control 190,000 common shares or 0.5% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 362,500 common shares, which upon conversion would give him 552,500 common shares or approximately 1.5% 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.

On Behalf of the Board of Directors

Mark Goodman, Chairman of the Board
Telephone: 416-924-9893