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Published on 5/30/2006 in the Prospect News PIPE Daily.

New Issue: Edgewater Foods raises $1.5 million from convertibles

By Sheri Kasprzak

New York, May 30 - Edgewater Foods International, Inc. settled a PIPE for $1.5 million.

The company issued 2 million shares of series A convertible preferred stock at $0.75 each.

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

The investor received series A, B, C and D warrants equal to 50% of the number of shares issued for a total of 4 million shares. The warrants are exercisable for five years. The 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.

The investor in the offering must buy up to $2.4 million in preferreds before June 30.

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

Issuer:Edgewater Foods International, Inc.
Issue:Series A convertible preferreds
Amount:$1.5 million
Shares:2 million
Price:$0.75
Conversion price:$0.75
Warrants:For 4 million shares in 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:May 30
Stock symbol:OTCBB: EDWT
Stock price:$1.40 at close May 30

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