EDW

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES AND DOES NOT CONSTITUTE AN OFFER IN THE UNITED STATES OF THE SECURITIES
DESCRIBED HEREIN


Edgewater Exploration Ltd. (TSX VENTURE:EDW)(OTCQX:EDWZF) (the "Company") is
pleased to announce that it has entered into an agreement with a syndicate of
underwriters co-led by Cormark Securities Inc. and Fraser Mackenzie Limited
(collectively the "Underwriters") pursuant to which the Underwriters have agreed
to purchase 11,112,000 common shares ("Common Shares") of the Company on a
bought deal private placement basis at a price of $0.45 per Common Share (the
"Offering"). The Underwriters were also granted an option to increase the
Offering size by up to an additional 2,778,000 Common Shares, which would
increase the total deal size to approximately $6.25 million, if exercised in
full. 


The Company will pay the Underwriters a cash commission equal to 6% of the gross
proceeds of the Offering as well as broker warrants equal to 6% of the Common
Shares sold under the Offering exercisable for a 24 month period. 


The Offering is scheduled to close on or about February 13, 2013 and is subject
to certain conditions including, but not limited to, the receipt of all
necessary approvals including the approval of the TSX Venture Exchange. 


The net proceeds of the Offering will be for continued advancement of the
Company's Corcoesto Gold Project in Spain and for general working capital
purposes. 


The securities described herein have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the United
States unless registered under the Act or unless an exemption from registration
is available.


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.


In Spain, Edgewater completed a Preliminary Economic Assessment (PEA) based on a
Measured and Indicated Resource of 325,000 ounces of gold at a grade of 1.74 g/t
and an Inferred Resource of 1.149 million ounces of gold at a grade of 1.76 g/t.
A base cut-off grade of 0.65 g/t gold was used in the estimation of these
resources, above an average depth of 200 m and a cut-off of 2.0 g/t below 200 m
depth. The PEA was published in 2011 which demonstrated robust economics
including a pre-tax Net Present Value (NPV) at 5% discount of $340 Million an
Internal Rate of Return (IRR) of 34% and a Payback of 2.5 years using a gold
price of $US1,500 per ounce in the financial models. Over the last 12 months
Edgewater has completed 45,000 metres of infill drilling, initiated a final
feasibility study with Tetra Tech, signed a debt mandate agreement with Credit
Suisse AG and Barclays Bank PLC for up to $120 Million for project financing and
received the full Environmental Impact Statement for the Corcoesto Gold Project.
(Please visit www.edgewaterx.com for further details).


In Ghana, the Company's Enchi Gold Project (51/49 JV with Kinross) is host to
749,000 ounces of gold at an average grade of 1.13 g/t, using a cut-off of 0.7
g/t gold.


On behalf of the board of EDGEWATER EXPLORATION LTD.

George Salamis, President and CEO

This news release includes certain statements that may be deemed
"forward-looking statements". All statements in this release, other than
statements of historical facts, including the expected completion of the
offering and the timing thereof, and the expected use of proceeds are
forward-looking statements. Although the Company believes the expectations
expressed in such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future performance and actual
results or developments may differ materially from those in the forward-looking
statements. Factors that could cause actual results to differ materially from
those in forward-looking statements include, changes in market conditions,
unsuccessful exploration results, changes in the price of gold, unanticipated
changes in key management personnel and general economic conditions. Mining
exploration and development is an inherently risky business. Accordingly the
actual events may differ materially from those projected in the forward-looking
statements .This list is not exhaustive of the factors that may affect any of
the Company's forward-looking statements. These and other factors should be
considered carefully and readers should not place undue reliance on the
Company's forward-looking statements. The Company does not undertake to update
any forward-looking statement that may be made from time to time by the Company
or on its behalf, except in accordance with applicable securities laws.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Edgewater Exploration Ltd.
Ryan King
Vice President
(604) 628-1012
rking@edgewaterx.com
www.edgewaterx.com

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