Argonaut Gold Inc. (TSX:AR - News;
"Argonaut" or the "Company") and Pediment Gold Corp.
(TSX:PEZ - News; OTCBB:PEZGF - News;
"Pediment") are pleased to announce that the shareholders of
Pediment (the "Pediment Shareholders") have overwhelmingly approved
a special resolution (the "Arrangement Resolution") authorizing the
previously announced business combination (the "Business
Combination") involving Argonaut and Pediment to be completed by way of
statutory plan of arrangement (the "Arrangement") under the British
Columbia Business Corporations Act and the shareholders of Argonaut (the
"Argonaut Shareholders") have overwhelmingly approved an ordinary
resolution (the "Share Issuance Resolution") authorizing the
issuance of the common shares ("Argonaut Common Shares") of
Argonaut in connection with Business Combination at the special meetings of
the Pediment Shareholders (the "Pediment Meeting") and Argonaut
Shareholders (the "Argonaut Meeting"), respectively, held earlier
The Arrangement Resolution was approved
by 99.95% of the votes cast by Pediment Shareholders present in person or
represented by proxy at the Pediment Meeting. In addition, as required by
Multilateral Instrument 61-101 of the Canadian Securities Administrators, the
Arrangement Resolution was approved by 99.94% of the votes cast by Pediment
Shareholders excluding votes cast by interested parties. The total votes cast
for the Arrangement Resolution represented approximately 47% of Pediment's
total issued and outstanding common shares ("Pediment Common
Shares"). The Share Issuance Resolution was approved by approximately
95% of votes cast by the Argonaut Shareholders present in person or
represented by proxy at the Argonaut Meeting, representing approximately 80%
of the total issued and outstanding Argonaut Common Shares.
"We are pleased with this strong
vote of confidence from the shareholders on the business combination with
Pediment. The merger with Pediment provides Argonaut with an early stage
development project and an advance stage exploration project as well as
several exploration holdings in the prolific Sonora Mojave megashear We will continue our commitment to value
creation by focusing on the development of projects we now hold in our
portfolio and seeking meaningful acquisitions within the Americas." said
President and Chief Executive Officer of Argonaut Pete Dougherty.
Gary Freeman, President and Chief
Executive Officer of Pediment, said "We could not be more pleased with
the voting results received from the shareholders of Pediment and Argonaut. I
would like to take this opportunity to thank the shareholders of Pediment for
their support over the past six years. It is my belief that the Business
Combination will provide significant value to the shareholders going forward.
Argonaut has a very experienced and competent team along with a strong track
record needed take the combined company to the next level."
Pursuant to the Business Combination,
Argonaut will acquire all of the issued and outstanding Pediment Common
Shares. Each Pediment Common Share will be acquired in exchange for 0.625 of
an Argonaut Common Share. The Argonaut Common Shares issued in connection
with the Business Combination are expected to be listed on the Toronto Stock
Exchange after closing.
Completion of the Business Combination
remains subject to, among other things, the final approval of the Supreme
Court of British Columbia (the "Court"). Pediment expects to make
the application to the Court for final approval of the Arrangement on January
25, 2011. The closing date of the Business Combination is expected to occur
on or about January 27, 2011, provided that all of the conditions of the
Business Combination are satisfied or waived.
About Argonaut Gold Inc.
Argonaut is a Canadian gold company
engaged in exploration, mine development and production activities. Its
primary assets are the production-stage El Castillo Mine and the
exploration-stage La Fortuna Project, both located in the State of Durango,
Mexico. For further information about Argonaut, including summary technical
information, please see the Annual Information Form of Argonaut dated March
31, 2010 in relation to the year ended December 31, 2009.
Cautionary Note Regarding Forward-looking
This news release contains forward
looking statements of Argonaut and Pediment, within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995 and within the meaning of
applicable Canadian provincial securities legislation. Forward-looking
statements are statements which are not historical facts, including, without
limitation, statements regarding the proposed acquisition of Pediment by
Argonaut and the expected timing of the application to the Court and
completion date of the Arrangement. There can be no assurance that such
statements will prove accurate. Such statements are necessarily based upon a
number of assumptions that are subject to numerous risks and uncertainties
that could cause actual results and future events to differ materially from
those anticipated or projected. Important factors that could cause actual
results to differ materially from Argonaut's or Pediment's expectation are in
the documents filed by Argonaut and Pediment, respectively, from time to time
with the Toronto Stock Exchange and provincial securities regulators, most of
which are available at www.sedar.com.
Other than as required by applicable securities legislation, Argonaut and
Pediment disclaim any intention and assumes no obligation to revise or update
any forward-looking statement even if new information becomes available, as a
result of future events or for any other reason