Aug 09, 2010


Edgewater Exploration Ltd. Announces $10,000,000 Offering

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

Edgewater Exploration Ltd. (TSXV: EDW, the "Corporation") announces that the Corporation has entered into an agreement with Cormark Securities Inc. as a lead agent on behalf of a syndicate of agents(collectively the "Agents") pursuant to which the Agents have agreed to market on a best efforts private placement basis 9,090,910 subscription receipts ("Subscription Receipts") at a price of $1.10 per Subscription Receipt (the "Issue Price") (collectively the "Offering"). Each Subscription Receipt shall entitle the holder thereof to acquire upon satisfaction of the Release Conditions (as defined below) for no additional consideration, one common share of Edgewater. The Corporation has also granted the Agents an option (the "Agent's Option") to increase the size of the Offering at any time up to 48 hours prior to Closing, by up to an additional $5 million of Subscription Receipts (issued at the Issue Price).

The Escrowed Proceeds shall be released from escrow upon the occurrence of the following events; receipt of i) TSX-V approval of the Company's recently announced acquisition of Rio Narcea Gold Mines S.L pursuant to an agreement with Lundin Mining Corporation, and ii) the Company and Cormark, on its own behalf and on behalf of the other Agents, acting reasonably, having delivered a joint notice to the Escrow Agent confirming that the escrow release conditions have been met (collectively the "Release Conditions"). If the Release Conditions have not occurred on or prior to that date which is 60 days following the closing of the Offering, the Escrowed Proceeds shall be returned to the holders of the Subscription Receipts.

The Corporation will pay the Underwriters a cash commission equal to 6.0% of the gross proceeds of the offering and issue broker warrants to acquire up to that number of common shares as is equal to 6.0% of the aggregate number of Units issued pursuant to the Offering at a price of $1.10 per common share for a period of 18 months following the closing date.

Closing of the Offering is anticipated to occur on or before August 25th, 2010 and is subject to receipt of applicable regulatory approvals including approval of the TSXV.

The proceeds of the financing will be used to fund; development of the Corporation's exploration and drilling programs in Ghana and Spain, scheduled property payments and general working capital.

On behalf of the board of EDGEWATER EXPLORATION LTD.

George Salamis, President and CEO
FOR FURTHER INFORMATION PLEASE CONTACT:

Edgewater Exploration Ltd.
Ryan King
Vice President
(604) 628-1012
rking@edge-water.com
www.edge-water.com

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.

 
 

You can view the Next News Releases item: Thu Aug 12, 2010, EDGEWATER EXPLORATION LTD. ANNOUNCES AMENDMENT TO $10,000,000 OFFERING

You can view the Previous News Releases item: Thu Aug 5, 2010, Edgewater Announces Updated Resource Estimate For The Corcoesto Gold Deposit, Spain Including 315,000 Ozs Measured And Indicated And 885,000 Ozs Inferred

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