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Published on 7/12/2006 in the Prospect News PIPE Daily.

New Issue: Edgewater settles placement of convertibles for $5.4 million

By Sheri Kasprzak

New York, July 12 - Edgewater Foods International, Inc. completed the third and final tranche of its $5.4 million private placement of series A convertible preferreds for $1.29 million.

The company sold a total of 7.2 million shares of the preferred stock at $0.75 each and in the final tranche, issued 1.72 million preferreds.

The preferreds are convertible into common shares at $0.75 each.

The investors received series A, B, C and D warrants equal to half of the number of preferreds purchased - or 3.6 million shares. The series A warrants are exercisable at $1.15 each, the B warrants at $1.35 each, the C warrants at $1.85 each and the D warrants at $2.25 each. All of the warrants expire in five years.

The proceeds from the offering will be used to expand the company's scallop operations and increase the capacity of the company's farming site.

Based in Gaithersburg, Md., Edgewater is an aquaculture and marine hatchery operator.

Issuer:Edgewater Foods International, Inc.
Issue:Series A convertible preferreds
Amount:$5.4 million
Shares:7.2 million
Price:$0.75
Conversion price:$0.75
Warrants:For 3.6 million shares, series A through D
Warrant expiration:Five years
Warrant strike price:$1.15 for series A; $1.35 for series B; $1.85 for series C; and $2.25 for series D
Settlement date:July 11
Stock symbol:OTCBB: EDWT
Stock price:$1.40 at close July 11

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