Aug 12, 2010


EDGEWATER EXPLORATION LTD. ANNOUNCES AMENDMENT TO $10,000,000 OFFERING

Edgewater Exploration Ltd. (TSXV: EDW, the "Corporation") announces that further to its previous announcement of August 9, 2010 the Corporation has agreed with Cormark Securities Inc. as lead agent on behalf of a syndicate of agents that includes PI Financial Corp., Canaccord Genuity Corp., and Haywood Securities Inc.(collectively the "Agents") to amend the terms of its previously announced offering. The amended terms of the offering ("Offering"), to be marketed on a best efforts private placement basis, will be 10,000,000 subscription receipts ("Subscription Receipts") to be issued at a price of $1.00 per Subscription Receipt (the "Issue Price"). Each Subscription Receipt shall entitle the holder thereof to acquire upon satisfaction of the Release Conditions (as defined below), for no additional consideration, one unit (a "Unit") of the Corporation. Each Unit will consist of one common share and one half of one common share purchase warrant. Each whole common share purchase warrant shall be exercisable into one common share of the Corporation at $1.40 for a period of three years from the closing date. 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 5,000,000 Subscription Receipts (to be issued at the Issue Price).

The gross proceeds from the Offering shall be deposited into escrow with a Canadian trust company and shall only be released from escrow upon the occurrence of the following events; receipt of i) TSX Venture Exchange final 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 $1.00 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 31st, 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

"Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."

"THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO u.s. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN, THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM"
 
 

You can view the Next News Releases item: Mon Aug 23, 2010, EDGEWATER EXPLORATION LTD. ANNOUNCES EXERCISE OF OVERALLOTMENT OPTION

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