Argonaut Gold Inc.

Argonaut Gold Inc.
Pediment Gold Corp.
OTC Bulletin Board : PEZGF

Pediment Gold Corp.

December 23, 2010 16:54 ET

Argonaut Gold Inc. Announces Mailing of Circular; Seeks Shareholder Support for Business Combination With Pediment Gold

Shareholder Meeting Scheduled for January 24th

TORONTO, ONTARIO--(Marketwire - Dec. 23, 2010) - Pursuant to its previously announced business combination with Pediment Gold Corp. (TSX:PEZ)(OTCBB:PEZGF), ("Pediment"), Argonaut Gold Inc. (TSX:AR) ("Argonaut" or the "Company") has begun mailing the meeting materials to Argonaut shareholders seeking support for the issuance of shares of Argonaut necessary to complete its business combination with Pediment.

Pediment has also began mailing meeting materials to its shareholders.

On October 18, 2010, Argonaut entered into a binding agreement to complete a business combination (the "Transaction") with Pediment. The combined entity will focus on generating value for its shareholders by increasing production, bringing new and existing projects into production, expanding the resource base, and growing cash flow.

Pursuant to the terms of the Agreement, all of the Pediment common shares (the "Pediment Common Shares") issued and outstanding immediately prior to consummation of the business combination shall become exchangeable into the common stock of Argonaut on the basis of 0.625 of a common share of Argonaut for each one (1) Pediment Common Share. Based on the closing price of Argonaut on the Toronto Stock Exchange ("TSX") on October 18, 2010, the exchange ratio implies an offer price of C$2.56 per Pediment common share and values Pediment's equity at approximately C$137.1 million on a fully diluted in-the-money basis.

Rescheduled Mailing

Pediment and Argonaut delayed the planned mailing to investigate the proposed amendments to the local environmental laws in the State of Baja California Sur, Mexico the ("BCS") which, if implemented, could adversely affect the ability to secure a building licence for the development of its San Antonio Project as currently envisioned. 

Based on the information received to date, the parties understand that the legislation, as originally proposed, has not been approved by the Governor and the Governor has stated publicly that it will not be approved in its current form. The current sitting of the BCS legislature has now ended. The legislature is not expected to resume sitting until March 2011, at which time new members and, shortly thereafter, a new Governor will be sworn in, following elections. There can be no certainty with respect to future legislative action, however, Pediment and Argonaut have held meetings with a variety of local stakeholders and legislators and believe there is broad opposition to the proposed legislation and support for the San Antonio Project.

Pediment and Argonaut have, given the results of these investigations to date, determined to proceed with their proposed business combination.

Directors' Recommendation

Directors of both companies have carefully considered the proposed business combination and unanimously recommend that their respective shareholders vote in favour of the business combination. Each Director of the Argonaut Gold Board and Pediment Board intend to vote all their respective shares in favour of the business combination.

Argonaut – Pediment Circular Mailing

The Pediment Circular will be mailed to Pediment shareholders on December 23, 2010 and subsequently be posted on SEDAR.

The Argonaut Circular will be mailed to Argonaut shareholders on December 24, 2010 and subsequently be posted on SEDAR.

Shareholders will receive the meeting documents through the mail and should expect to receive the documents in late December or early January.

Pediment Shareholder Information Line

If Pediment shareholders have questions about the business combination, they should contact Kingsdale at 1-866-581-1479 or via email at

Argonaut Shareholder

If Argonaut shareholders have questions about the business combination, they should contact Nichole Cowles, Investor Relations Manager at 1-775-240-4172 or via email at

About Argonaut

Argonaut is a Canadian gold company engaged in exploration, mine development and production activities. Its primary assets being the production-stage El Castillo Project and the exploration-stage La Fortuna Project, both located in the State of Durango, Mexico. Argonaut is a new venture created by former executive management team members of Meridian Gold Inc.

Creating the Next Quality Mid-Tier Gold Producer in the Americas.

About Pediment Gold Corp.

Pediment Gold Corp. is a junior mining company with a focus on the exploration and development of low-cost gold assets in Mexico. With an experienced team of geologists, financiers and miners, in management and on the board, the company is dedicated to advancing its projects. To date, the company established a Measured and Indicated Resource of 1.22 million oz gold and an Inferred Resource of 28,449 oz of gold at San Antonio in Baja Sur (NI 43-101 compliant, AMEC, Edward Orbock III, June 2010). Pediment also outlined its initial gold resource at the past producing La Colorada gold mine in Sonora with 605,000 oz of gold in the Measured and Indicated category and 582,000 oz of gold in the Inferred category (NI 43-101 compliant, Giroux 2009). For further information about Pediment please see the Annual Report of Pediment on Form 20-F dated December 21, 2009 in relation to the year ended September 30, 2009."

Cautionary Note Regarding Forward-looking Statements

This news release contains forward-looking statements that involve risks and uncertainties that could cause results to differ materially from management's current expectations. Actual results may differ materially due to a number of factors. Except as required by law, Argonaut Gold Inc. assumes no obligation to update the forward-looking information contained in this news release.

Contact Information