WOO

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES.


Cogitore Resources Inc. ("Cogitore") (TSX VENTURE:WOO) is pleased to announce,
subject to regulatory approval, a non-brokered private placement (the
"Offering") of up to $2,000,000 through the issuance of "flow-through" common
shares at a price of $0.17 per share. Each "flow-through" common share will
qualify as a "flow-through share" for the purposes of the Income Tax Act
(Canada). All "flow-through" common shares issued pursuant to the Offering will
be subject to a four-month hold period. Finders' fees equal to 6% of the
aggregate gross proceeds of the Offering may be payable to eligible persons.


Cogitore completed the first tranche of the Offering today by issuing 5,882,352
"flow-through" common shares for aggregate gross proceeds of $1,000,000. The
shares were issued to a shareholder holding or controlling 10% of the issued and
outstanding shares of Cogitore, thereby making the first tranche of the Offering
a "related party transaction" as defined under Multilateral Instrument 61-101
("MI 61-101"). The first tranche of 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 person exceeded 25% of Cogitore's market capitalization. Cogitore did
not pay any finders' fees in connection with the first tranche of the Offering.


The proceeds of the Offering will be used to fund Cogitore's ongoing exploration
program. Cogitore 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.


Work is carried out by the personnel of Cogitore, under the supervision of
Gerald Riverin, PhD, P.Geo. Mr. Riverin is a qualified person (as defined by
National Instrument 43-101) and has more than 30 years of experience in
exploration.


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 Cogitore'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 Cogitore 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 Cogitore'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 Cogitore'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
Cogitore's Management's Discussion and Analysis for the year ending December 31,
2010, 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 Cogitore'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. Cogitore 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.

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