Argonaut Gold Inc. Announces Mailing of Circular; Seeks Shareholder Support for Business Combination With Pediment Gold
24 12월 2010 - 6:54AM
Marketwired
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 contactus@kingsdaleshareholder.com.
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
nichole.cowles@argonautgoldinc.com.
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.
Contacts: Argonaut Gold Inc. Nichole Cowles Investor Relations
Manager (775) 284-4422 x 101 nichole.cowles@argonautgoldinc.com
www.argonautgoldinc.com
Argonaut Gold (TSX:AR)
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