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December 22, 2009
  
       
   

COGITORE RESOURCES INC. ANNOUNCES CLOSING OF PRIVATE PLACEMENT FINANCING

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 15, 2009. 3,020,600 flow-through common shares of the Company were issued at a price of $0.35 per flow-through common share for aggregate gross proceeds of $1,057,210 (the "Private Placement"). The Company paid a cash commission equal to 5% of certain gross proceeds of the Private Placement to participating registered dealers for an aggregate total of $45,109.75.

The proceeds of the Private Placement will be used to fund the Company's ongoing 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 53,347,553 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. Stephen Lidsky, a director of the Company, subscribed for 50,000 common shares. Mr. Jonathan Goodman, a director of the Company, subscribed for 142,900 common shares. Mr. Vincent O'Meara, a director of the Company, subscribed for 30,000 common shares. Mr. Alain Krushnisky, a director of the Company, subscribed for 30,000 common shares. Mr. David Comba, a director of the Company, subscribed for 20,000 common shares. The Private Placement was unanimously approved by the directors of the Company, with the directors participating in the Private Placement disclosing their interest and abstaining from voting with respect thereto.

Following the closing of the Private Placement, Mr. O'Meara will own or control 215,001 common shares or approximately 0.4% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 325,000 common shares, which upon conversion would give him 540,001 common shares or approximately 1.0% of the issued and outstanding shares of the Company. Mr. J. Goodman will own or control 1,872,898 common shares or approximately 3.5% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 150,000 common shares, which upon conversion would give him 2,022,898 common shares or approximately 3.8% of the issued and outstanding shares of the Company. Mr. Comba will own or control 175,667 common shares or approximately 0.3% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 350,000 common shares, which upon conversion would give him 525,667 common shares or approximately 1.0% of the issued and outstanding shares of the Company. Mr. Lidsky will own or control 139,166 common shares or approximately 0.3% of the issued and outstanding shares of the Company, as well as convertible securities entitling him to acquire an additional 325,000 common shares, which upon conversion would give him 464,166 common shares or approximately 0.9% of the issued and outstanding shares of the Company. Mr. Krushnisky will own or control 80,000 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 150,000 common shares, which upon conversion would give him 230,000 common shares or approximately 0.4% 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:

Gérald Riverin
President & CEO
 819-764-6666

or

Mark Goodman
Chairman
416-924-9893

Forward Looking Statements

Certain statements contained in this news release may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to our future outlook and anticipated events or results. In particular, statements relating to the Company's plans in the Abitibi Belt of Quebec and Ontario, and in the Central Belt of Newfoundland, which involve known and unknown risks, uncertainties and other important factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. In some cases, forward-looking information can be identified by terms such as "may", "will" or other similar expressions concerning matters that are not historical facts. These statements are based on the Company's current expectations and assumptions regarding expected developments. While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect.

Actual results may differ materially as a result of risks, uncertainties and other factors, such as changes in the general economic, regulatory, industry, market and business conditions; fluctuations in prices of precious and base metals and currency exchange rates; the possibility that future exploration results will not be consistent with the Company's expectations; unanticipated costs and expenses; timing and availability of external financing on acceptable terms; dependence on key personnel; failure of equipment and development including, but not limited to, unusual or unexpected geological formations. Such factors are also described or referred to under the headings "Property and Financial Risk Factors Affecting Financial Instruments" and "Other Risk and Uncertainties" of the Company's Management's Discussion and Analysis for the quarter ending September 30, 2009, all of which are incorporated by reference herein and are available at SEDAR at www.sedar.com. We caution that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the Company's forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail.

You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events except where required by applicable 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.