Cogitore Resources Inc. Announces Increase to Private Placement Financing



    TORONTO, April 5 /CNW/ - Cogitore Resources Inc. (the "Company") (WOO,
TSX-V) is pleased to announce that further to its press release of March 29,
2007 whereby it announced that it expected to raise up to $2.525 million by
way of a partially brokered, partially non-brokered private placement of
Flow-Through Units and Units, the Company has now increased the size of the
private placement, all subject to regulatory approval. Up to approximately
$2.7 million of the placement will be raised through the issuance of
Flow-Through Units, and up to approximately $660,000 will be raised through
the issuance of Units, for aggregate gross proceeds of up to approximately
$3.36 million.
    As previously announced, the Flow-Through Units will be priced at $0.80
and the Units will be priced at $0.70. Each Flow-Through Unit will consist of
one Flow-Through Common Share and one half Common Share Purchase Warrant. Each
whole Common Share Purchase Warrant that is part of the Flow-Through Unit will
entitle the holder to purchase one additional Common Share at a price of $1.05
for a period of two years after the closing of the private placement. Each
Unit will consist of one Common Share and one half Common Share Purchase
Warrant. Each whole Common Share Purchase Warrant that is part of the Unit
will entitle the holder to purchase one additional Common Share at a price of
$0.90 for a period of two years after the closing of the private placement.
    The sale of $1 million of the Flow-Through Units will be brokered by
Northern Securities Inc. Northern Securities Inc. will receive a 6% commission
and Broker Warrants equal to 10% of the number of Flow-Through Units sold
pursuant to its portion of the private placement. The Broker Warrants will be
exercisable into Units at the issue price at any time prior to the date that
is 24 months from the closing date of the private placement, and the exercise
price of the whole Common Share Purchase Warrant will be $1.05. The remainder
of the financing will be non-brokered. Although the remainder of the placement
is proposed to be non-brokered, the Company will protect offers received from
registered investment dealers when accepted by the Company and in such case
the Company will pay a cash commission of 6% of the purchase price of such
Units and Flow-Through Units. The Common Shares issued at closing and issued
upon the exercise of the Common Share Purchase Warrants will have a hold
period of four months from the closing date of the private placement. Closing
is expected to occur on or about April 17, 2007.
    The proceeds of the Flow-Through portion of the financing will be used to
fund the Company's 2007 exploration program, while the non-Flow-Through
portion of the financing will be used to fund the Company's 2007 exploration
program and for general corporate purposes.

    The Company focuses on base metal exploration in accessible areas of
Quebec, Ontario, and Newfoundland.

    On Behalf of the Board of Directors
    Mark Goodman
    Chairman of the Board

    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy or accuracy of this release.
    %SEDAR: 00020132E




For further information:

For further information: Telephone: (416) 924-9893

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COGITORE RESOURCES INC.

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