a) 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
c)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.