Cogitore Resources to Sell Majority of Properties to Yorbeau Resources

TORONTO, ONTARIO--(Marketwired - Oct 21, 2014) - Cogitore Resources Inc. (TSX VENTURE:WOO) ("Cogitore" or the "Company") announced today that it has signed a non-binding Letter of Intent to sell the majority of its exploration assets in the provinces of Quebec and Ontario to Yorbeau Resources Inc. (YRB-A.TO) ("Yorbeau"). This includes substantially all of the exploration properties and all of the physical exploration assets.

The Board of Directors of Cogitore has undertaken a strategic review of the Company's property holdings in light of depressed resource markets and the scarcity of resource exploration funding. Various alternatives were reviewed to maximize the value of the resource holdings of Cogitore. It has been determined that a larger land package with a broader selection of exploration targets would maximize the value of the Cogitore's exploration lands.

Yorbeau currently owns exploration lands near Cogitore's Selbaie property and in Rouyn-Noranda, Quebec, which is the location of Cogitore's exploration office. The Board of Directors of Cogitore believes that this combined land package will produce more value for the shareholders of Cogitore than maintaining the existing land package on standalone basis. As part of the transaction, Yorbeau will hire two staff geologists currently consulting for Cogitore so that there can be continuity to the exploration initiatives undertaken by Cogitore on its properties.

In consideration for the acquisition, Yorbeau will issue 25 million shares to Cogitore. Based on the current issued and outstanding shares of Yorbeau, Cogitore would own approximately 11.5% of the issued and outstanding shares of Yorbeau. These shares are subject to a four month hold period from the date of closing, and Cogitore will agree that it will not sell more than 5.0% of these shares during any calendar month without the approval of Yorbeau.

The transaction is expected to close on or about December 22, 2014. The transaction is subject to completion of a $2.0 million financing by Cogitore on terms to be determined, as well as due diligence, definitive documentation, shareholder approval and regulatory approval.

Following this transaction, Cogitore intends to complete a further review of corporate strategy. Cogitore may consider investment alternatives outside of the resource sector. Further announcements will be made. Cogitore will assess its investment strategy for its holding of Yorbeau shares and, upon any sales of these shares, the proceeds will be used for working capital. There can be no assurance as to the timing of any such divestiture and whether such sales can be made on a profitable basis.