Cogitore Resources Announces Execution of Definitive Agreement for the Sale of Its Exploration Properties and Assets

TORONTO, ONTARIO--(Marketwired - Nov. 25, 2014) - Further to its news release dated October 21, 2014, Cogitore Resources Inc. (TSX VENTURE:WOO) ("Cogitore" or the "Company") announced today that it has entered into a definitive agreement (the "Purchase and Sale Agreement") to sell substantially all of its exploration properties physical exploration assets (the "Transaction") in the provinces of Quebec and Ontario to Yorbeau Resources Inc. (TSX:YRB.A) ("Yorbeau").

Pursuant to the terms of the Purchase and Sale Agreement, the Company has agreed to sell, transfer, convey, assign and deliver to Yorbeau: (i) all of its real property; (ii) all right, title and interest to its mining claims, leases, equipment and permits; (iii) the rights and interest to its contracts; and (iv) all intellectual property and records relating to its mining assets (items (i)-(iv) are collectively referred to herein as the "Mining Assets"), in consideration for 25 million common shares in the capital stock of Yorbeau (the "Yorbeau Shares"). A complete copy of the Purchase and Sale Agreement is available under the Company's SEDAR profile at www.sedar.com.

Assuming the sale of the Mining Assets is completed, the Company intends to use its available cash to explore new business opportunities. At this time the Board of Directors of Cogitore has not made any definitive business decisions regarding its post-disposition business, but is working closely with management and together they will be exploring all available options which they believe will be in the best interests of the Company. Cogitore will assess its investment strategy for its holding of the Yorbeau Shares and, upon any sales of such 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.

The Transaction is expected to close on or about December 22, 2014 and is subject to completion of a $2.0 million financing by Yorbeau, as well as shareholder and regulatory approval.

Mr. Gerald Riverin, who is a common director with both Cogitore and Yorbeau recused himself from consideration of this matter and abstained from voting for the Transaction in respect of both companies. In addition, Mr. Mark Goodman, the Chairman and a director of Cogitore, recused himself from consideration of this matter and abstained from voting for the Transaction in respect of Cogitore. Mr. Goodman is an officer and director of Dundee Corporation. Cogitore is indebted to Dundee Corporation in the amount of $904,000 which is material to the Company. Dundee Corporation also owns 15.6% of the issued and outstanding shares of the Cogitore.