Feb 17, 2009
Edgewater Exploration Ltd. Announces Qualifying Transaction
VANCOUVER, BRITISH COLUMBIA - Edgewater Exploration Ltd. ("Edgewater" or the "Corporation") is pleased to announce that it has entered into a binding letter of intent with Thunderhill Exploration Ltd. ("Thunderhill"), pursuant to which the Corporation will acquire an option (the "Option") to earn an undivided 51% interest in and to certain property consisting of nine contiguous mineral claims totalling 102 units located 65 km south-west of Chapleau, north-eastern Ontario (the "Property"). The Corporation is a capital pool company and the proposed transaction is intended to serve as the Corporation's "Qualifying Transaction" under the policies of the TSX Venture Exchange (the "Exchange").
The Property occurs in the eastern extremity of the Batchawana Greenstone Belt within the Sault Ste. Marie Mining District. Since 1973, a series of small exploration programs and surveys have been completed in the eastern Batchawana Greenstone Belt, however, there is no record of gold being found on the Property prior to 1999. In 2002, Troon Ventures Ltd. ("Troon") optioned and completed a preliminary evaluation of the Property. In May 2008, Thunderhill acquired the Option from Troon and will assign the Option to Edgewater.
During the period from September 8, 2008 to September 11, 2008, J. Robert and M. Tremblay of Equity Engineering spent two days prospecting recently clear cut areas of the Property and during the period of November 7, 2008 to November 12, 2008, N. Perk and M. Tremblay of Equity Engineering spent four days working on the Property, including trenching, mapping, sampling, and drill planning. During 2008, Thunderhill completed further assessment of the Property and completed planning for a drill program. Thunderill is finalizing completion of a National Instrument 43-101 compliant report for the Property. Edgewater is currently evaluating the Property and a technical report will be prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). Upon completion of the proposed acquisition, the Corporation will be a mining issuer pursuant to the policies of the Exchange.
The Corporation signed the binding letter of intent with Thunderhill on February 17, 2009. Under the terms of the letter of intent, Edgewater has agreed to acquire the Option. As consideration for the Option, Edgewater will issue to Thunderhill 200,000 common shares in the capital of the Corporation at a deemed price of $0.06 per share and pay to Thunderhill an aggregate amount of $150,000 as follows:
(i) an amount of $75,000 on or before the completion of the Qualifying Transaction;
(ii) an additional $25,000 on or before that date that is six months following the completion of the Qualifying Transaction;
(iii) an additional $25,000 on or before that date that is 12 months following the completion of the Qualifying Transaction; and
(iv) an additional $25,000 on or before that date that is 18 months following the completion of the Qualifying Transaction.
Thunderhill is a company incorporated under the laws of British Columbia. Sail View Capital Ltd. ("Sail View"), a private company incorporated under the laws of British Columbia, is the sole shareholder of Thunderhill. Sail View is controlled by Edward Farrauto, a director, President, Chief Executive Officer and Chief Financial Officer of the Corporation. Edward Farrauto is also currently the President, Chief Executive Officer, Chief Financial Officer and a director of Thunderhill. Consequently, the Qualifying Transaction will not be a Non Arm's Length Qualifying Transaction under the policies of the TSX Venture Exchange (the "Exchange") and the proposed Qualifying Transaction will require shareholder approval of Edgewater. Edgewater must also obtain majority of the minority shareholder approval in accordance with rules of the TSX Venture Exchange (the "Exchange").
The letter of intent will terminate in the event that the transaction does not receive Exchange approval as a "Qualifying Transaction" of the Corporation, if either party is not satisfied with the results of its due diligence review or if any conditions precedent are not satisfied or waived prior to closing.
Upon completion of the transaction, it is proposed that the board of directors of the Corporation will consist of Edward Farrauto, Danny Lee, Kimberly Williams and Ryan King and one additional director, who will also be a geologist, to be determined:
- Edward Farrauto - Mr. Farrauto is a founding shareholder, director, Chief Executive Officer, President and Chief Financial Officer of the Corporation. Mr. Farrauto is the Executive Vice President of Transeuro Energy Corp, the Chief Financial Officer of Terrane Metal Corp and the Chief Financial Officer and a director of Calibre Mining Corp. (formerly TLC Ventures Corp.), all companies traded on the Exchange. Mr. Farrauto is a Certified General Accountant and since 1991 has been a member of the Certified General Accountants Association.
- Danny Lee - Mr. Lee is a founding shareholder and director of the Corporation. He has over 10 years of experience as a senior financial officer working for public companies listed on the Toronto Stock Exchange and NASDAQ. Mr. Lee is the Chief Financial Officer of LNG Energy Ltd., Palo Duro Energy Inc. and Enterprise Energy Resources Ltd. These companies are traded on the Exchange. He is also a director of Raystar Capital Ltd., a company traded on the NEX board of the Exchange. Previously, Mr. Lee was the CFO of Transeuro Energy Corp.
- Kimberly Williams - Ms. Williams is a founding shareholder and director of the Corporation. Previously, Ms. Williams held the position of Assistant Vice President at Endeavour Financial Ltd. ("Endeavour"), a financial advisory firm focused on the mineral resource industry. Prior to joining Endeavour, Ms. Williams held Corporate Communications positions with various junior public companies in the resource mining sector as well as held the position of Executive Consultant for Calibre Mining Corp., a public company listed on the Exchange, and the position of Executive Consultant for Terrane Metals Corp.
- Ryan King - Mr. King is a founding shareholder and a director of the Corporation. He is an information technology specialist, as well as being a Microsoft Certified Systems Engineer. Previously, he was an information technology manager for Terrane Metals Corp., Calibre Mining Corp. and Transeuro Energy Corp.
Edgewater intends to rely on the exemption from sponsorship in Exchange Policy 2.2 section 3.4(a)(i). In the event that it is determined that a sponsor is required, a sponsor will be identified at a later date and will be announced in a subsequent press release of Edgewater. An agreement to sponsor should not be construed as an assurance with respect to the merits of the transaction or the likelihood of completion of the proposed Qualifying Transaction.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, majority of the minority shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
On behalf of the board of EDGEWATER EXPLORATION LTD.
The TSX Venture Exchange inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
For more information, please contact
Edgewater Exploration Ltd.
Edward Farrauto, President
Chief Executive Officer and Chief Financial Officer
You can view the Next News Releases item: Mon Jun 8, 2009, EDGEWATER ENGAGES FINANCIAL ADVISOR
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