Argonaut Gold Inc. (TSX: AR); ("Argonaut") and Pediment Gold Corp.
(TSX: PEZ)(OTCBB: PEZGF), ("Pediment") are pleased to announce that
they have entered into a binding agreement (the "Agreement") to
complete a business combination (the "Transaction") to create a
premier mid-tier gold producing company focused on the Americas.
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.
Argonaut is a gold production and exploration company and is
currently producing gold at its El Castillo project in Durango,
Mexico. Argonaut forecasts 2010 production of 47,000 oz gold at
US$600/oz cash cost. Pediment is a junior mining company with a
focus on the exploration and development of low-cost gold assets in
Mexico. Pediment's most advanced project is the San Antonio gold
project in the state of Baja. A positive Preliminary Assessment was
completed for the San Antonio gold project in August 2010.
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.
This represents a 50.7% premium to the closing price of Pediment
on the TSX on October 18, 2010 and a 40.4% premium based on the
20-day VWAPs of both companies for the period ended October 18,
2010. Upon completion of the Transaction, Argonaut and Pediment
shareholders will own approximately 63% and 37% of the combined
company, respectively. The terms of the Transaction have been
unanimously approved by the boards of directors of both Argonaut
and Pediment.
The newly combined company will draw on the expertise from both
companies to fulfill board and management responsibilities. The
newly combined board will be comprised of the current Argonaut
directors and a representative of Pediment - Peter Mordaunt. Peter
Dougherty will remain President and CEO of the combined
company.
Highlights of the Combined Entity:
-- Diversified across 2 mining operations by 2013
-- Gold production expected to grow in excess of 150,000 oz per year by
2013
-- Over 3.3 million oz of measured and indicated gold resources
-- Strong balance sheet
-- Strong cash flow generating capabilities
-- A quality portfolio of exploration projects
-- Experienced management team and board of directors
Mr. Peter Dougherty, President and CEO of Argonaut stated,
"Combining Argonaut and Pediment provides a mutually beneficial
transaction. The newly formed company will have access to an array
of development and exploration opportunities. Cash generation from
a producing mine will support the development of properties with
high potential for expansion."
Mr. Gary Freeman, President and CEO of Pediment stated, "This is
a natural progression for Pediment as this merger brings together
two talented management teams. The resulting company will encompass
a strong capital markets presence, proven construction and
operating experience, and a successful exploration team. It further
allows realization of internal financing for the development of San
Antonio and access to exploration funding. Pediment shareholders
are receiving an attractive premium and will benefit from
production at El Castillo."
Transaction Rationale
Argonaut and Pediment believe the Transaction will provide
significant benefits for both companies' shareholders.
Benefits to the shareholders of Argonaut include:
-- The San Antonio project provides an early stage development project with
potential to produce in excess of 80,000 oz Au per year by 2013
-- Increases Argonaut's leverage to gold resources
-- Provides diversification from a single operating mine to two operating
mines in 2013
-- Geographic synergies with dual operations within Mexico
-- An extensive pipeline of grassroots exploration properties for future
development
-- La Colorada has excellent potential to add significant value to the
newly combined company
-- Extensive grassroots exploration expertise and nine exploration projects
in Sonora Mexico
-- Established exploration team with extensive experience in Mexico
-- Strong re-rating potential via a portfolio of multiple mines, increase
in resources and strong production growth profile at below industry
average cash costs
-- Improvement in stock liquidity
The benefits to the shareholders of Pediment include:
-- Significant premium for Pediment shareholders based on 20 day VWAP
-- Immediate exposure to a record gold price environment by converting from
an exploration focused company to a producing company
-- Access to management with extensive construction and operational
experience
-- Strong balance sheet and operating cash flow which are expected to be
sufficient to fund the construction of the San Antonio project
Transaction Details
The business combination is anticipated to be completed by way
of a statutory plan of arrangement whereby Argonaut would acquire
all of the issued and outstanding shares of Pediment in
consideration for the issue of Argonaut shares on the basis of
0.625 of one Argonaut share for one (1) Pediment share.
The Transaction will be subject to certain standard conditions
which will include no less than 66 2/3% of the shareholders of
Pediment and a simple majority of Argonaut shareholders voting in
favour of the Transaction at shareholders meetings expected to be
held in December 2010, and the acceptance of the Toronto Stock
Exchange.
The Transaction is unanimously supported by the Board of
Directors of both Argonaut and Pediment. Management and directors
of Pediment hold approximately 8.2%, for which they have indicated
that they will sign lock up agreements supporting the
Transaction.
The Agreement will be described in detail in Management
Information Circulars of Argonaut and Pediment to be filed with the
regulatory authorities and mailed to Argonaut and Pediment
shareholders in accordance with applicable securities laws.
The Transaction has been structured, with respect to Pediment
shareholders in the United States, so as to permit reliance upon
the exemption from the registration requirements of the U.S.
Securities Act of 1933 provided by Section 3(a)(10) thereof. Upon
closing of the Transaction, Argonaut is expected to become the
successor-registrant to Pediment under the U.S. Securities Exchange
Act of 1934.
Advisors
GMP Securities L.P. ("GMP") is acting as financial advisor to
the board of Argonaut (comprised of Independent Directors). GMP has
provided an opinion to the board of Argonaut that, subject to
certain assumptions and limitations set out therein, the proposed
transaction is fair, from a financial point of view to the
shareholders of Argonaut. Fraser Milner Casgrain LLP is acting as
Argonaut's legal advisor and Greenberg Traurig LLP as its U.S.
legal advisor.
Pediment has engaged Canaccord Genuity Corp. ("Canaccord
Genuity"), PI Financial Corp. and Axemen Resource Capital Ltd. as
its financial advisors, and Bull, Housser & Tupper LLP as its
legal advisor, and Dorsey & Whitney LLP as its US legal
advisor. Canaccord Genuity has provided an opinion to the board of
Pediment that, subject to certain assumptions and limitations set
out therein, the proposed transaction is fair, from a financial
point of view to the shareholders of Pediment taken as a whole.
Tom Burkhart, Argonaut's VP of Exploration, a Qualified Person
under NI 43-101, has read and approved the Argonaut technical
information contained in this press release.
Mel Herdrick, Pediment's VP of Exploration, a Qualified Person
under NI 43-101, has read and approved the Pediment technical
information contained in this press release.
A conference call to discuss the transaction will be held at
10:30 AM EDT time (7:30 AM PDT time) on Tuesday, October 19, 2010
to provide shareholders, securities analysts, and investors the
opportunity to hear management discuss the business transaction
outlined herein. The call can be accessed by dialing 1-866-226-1792
(toll free) or 416-340-2218. The call will also be webcast live and
can be accessed via the website of Argonaut. The call will be
available for replay by dialing 1-800-408-3053 (toll free) or
416-695-5800 (Passcode 8724514#) for 14 days.
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.
Argonaut is a new venture created by former executive management
team members of Meridian Gold Inc. 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.
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."
Information Concerning Mineralization and Resources
Unless otherwise indicated, all resource estimates contained in
this news release have been prepared in accordance with National
Instrument 43-101 Standards of Disclosure for Mineral Projects and
the Canadian Institute of Mining, Metallurgy and Petroleum
Classification System in compliance with Canadian securities laws,
which differ from the requirements of United States securities
laws. Without limiting the foregoing, this news release uses the
terms "measured resources", "indicated resources" and "inferred
resources". United States investors are advised that, while such
terms are recognized and required by Canadian securities laws, the
United States Securities and Exchange Commission ("SEC") does not
recognize them. Under United States standards, mineralization may
not be classified as a "reserve" unless the determination has been
made that the mineralization could be economically and legally
produced or extracted at the time the reserve determination is
made. United States investors are cautioned not to assume that all
or any part of measured or indicated resources will ever be
converted into reserves. Further, inferred resources have a great
amount of uncertainty as to their existence and as to whether they
can be mined legally or economically. It cannot be assumed that all
or any part of the inferred resources will ever be upgraded to a
higher category. Therefore, United States investors are also
cautioned not to assume that all or any part of the inferred
resources exist, or that they can be mined legally or economically.
Disclosure of contained ounces is permitted disclosure under
Canadian regulations; however, the SEC normally only permits
issuers to report resources as in place tonnage and grade without
reference to unit measures. Accordingly, information concerning
descriptions of mineralization and resources contained in this news
release may not be comparable to information made public by United
States companies subject to the reporting and disclosure
requirements of the SEC.
Forward Looking Information
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, the potential
benefits thereof and discussions of future plans, projections and
objectives. In addition, estimates of mineral reserves and
resources may constitute forward-looking statements to the extent
they involve estimates of the mineralization that will be
encountered if a property is developed. There can be no assurance
that such statements will prove accurate. Such statements are
necessarily based upon a number of estimates and 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.
The Toronto Stock Exchange has not reviewed or accepted
responsibility for the adequacy or accuracy of this news
release.
Contacts: Argonaut Gold Inc. Nichole Cowles Investor Relations
Manager (775) 284-4422 x 101 or 647-980-4172
nichole.cowles@argonautgoldinc.com www.argonautgoldinc.com
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