/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, April 1 /CNW/ - Cogitore Resources Inc. (the "Company") (WOO:
TSX-V) is pleased to announce that it has closed the non-brokered
private placement of flow-through common shares (the "Offering")
announced in its press releases of March 14 and March 24, 2011.
4,000,000 flow-through common shares of the Company were issued at a
price of $0.26 per flow-through common share for aggregate gross
proceeds of $1,040,000. The Company paid a cash commission equal to 5%
of certain gross proceeds of the Offering to participating registered
dealers for an aggregate total of $27,600.
The proceeds of the Offering will be used to fund the Company's ongoing
The 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.
Following the closing of the Offering, the Company will have 64,280,888
common shares issued and outstanding. The Offering remains subject to
final acceptance by the TSX Venture Exchange.
A number of insiders participated in the Offering, thereby making the
Offering a "related party transaction" as defined under Multilateral
Instrument 61-101 ("MI 61-101"). The Offering 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
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.
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
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 "Risk and
Uncertainties" of the Company's Management's Discussion and Analysis
for the year ending December 31, 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.
SOURCE Cogitore Resources Inc.
For further information:
President & CEO
Telephone: 819-764-6666 or