VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 24, 2012) - Edgewater Exploration Ltd. ("Edgewater" or the "Company") (TSX VENTURE:EDW)(OTCQX:EDWZF) is pleased to announce a US$5,000,000 financing through the sale of royalty interests on the Company's 100% owned Corcoesto Gold Project in northwest Spain and a non-brokered private placement to an arm's length third party (the "Transaction"). The details of the Transaction include:
||the creation and sale of a 1.0% net smelter return ("NSR") royalty on production from the Corcoesto Gold Project and the sale of Edgewater's right to purchase 1.0% of the existing 1.5% NSR (see news release July 28, 2010) for total cash proceeds of US$4,000,000. As part of the agreement, the previous owner retained a 1.5% NSR on the Corcoesto Gold Project and granted Edgewater the right to buy back 1.0% of the 1.5% NSR; and
||a non-brokered private placement consisting of 2,436,250 units at a price of C$0.40 per unit and an exchange rate of CAD$:US$ = 1.026 for gross proceeds of US$1,000,000. Each unit will consist of one common share and one common share purchase warrant. Each warrant will allow the holder to purchase one common share in Edgewater for a period of 12 months from closing at a price of C$0.50 per share.
President and CEO George Salamis stated, "We are very pleased to announce this Transaction, which we view as an endorsement of the Corcoesto Gold Project. The royalty sale will allow Edgewater to minimize shareholder dilution while providing additional capital to advance the Corcoesto Gold Project through permitting and final feasibility."
On completion of the Transaction Edgewater's 100% owned Corcoesto Gold Project will be subject to a total NSR royalty on production of 2.5% and the Company will have a working capital position of $6.0 million.
A 6.0% finder's fee payable in cash or common shares of the Company will be paid on the total Transaction.
Completion of the Transaction is subject to approval of the TSX Venture Exchange and other conditions typical to a Transaction of this nature. Closing of the Transaction is expected to occur on or about September 26, 2012.
About Edgewater Exploration Ltd.
Edgewater is a mineral development and exploration company focused on the development of precious metal properties. Edgewater has an experienced mine building and operating team with a track record of success. The Company is currently developing the Corcoesto Gold Project in northwest Spain, and exploring the Enchi Gold Project in Ghana, West Africa.
On behalf of the board of EDGEWATER EXPLORATION LTD.
George Salamis, President and CEO
FORWARD-LOOKING STATEMENTS: This news release contains certain "forward-looking statements", including statements respecting the anticipated completion of the Transaction and the anticipated receipt of the proceeds therefrom, completion of standard conditions and regulatory approvals. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of Edgewater to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, failure by Edgewater to obtain any necessary regulatory approvals and failure of either Edgewater or the purchaser to satisfy closing conditions. Edgewater disclaims any intent or obligation to update any forward-looking statement unless required by law. Although Edgewater believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements.
Neither the 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.