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COGITORE
RESOURCES ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH
COMMON SHARES
TORONTO,
ONTARIO, July 15 2009 -- Cogitore Resources Inc. (WOO–
TSX-V) is pleased to
announce that, subject to regulatory approval, it has arranged a
non-brokered
private placement with accredited investors of up to 5,000,000
flow-through
common shares at a price of $0.12 per flow-through common share for
aggregate
gross proceeds of up to $600,000 (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 August 7,
2009.
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:
Gérald Riverin
President & CEO
Telephone: 819-764-6666
or
Louis Morin
Director Investor Relations
Telephone: 514-591-3988
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.
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