OMB APPROVAL
OMB Number: 3235-0116
Expires: July 31, 2008
Estimated average burden
hours per response 6.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of__________________________________________________August 2007
PEDIMENT EXPLORATION LTD.
(Name of Registrant)
789 West Pender Street, #720, Vancouver, British Columbia, Canada V6C 1H2
(Address of principal executive offices)
1.
Material Change Report: August 21, 2007
2.
Cover Letter: August 29, 2007
3.
Interim Financial Statements: August 29, 2007
4.
Management Discussion and Analysis
5.
Form 52-109F2 Certification of Interim Filings, CEO: August 29, 2007
6.
Form 52-109F2 Certification of Interim Filings, CFO: August 29, 2007
Indicate by check mark whether the Registrant files annual reports under cover of Form 20-F or Form 40-F. Form 20-Fxxx Form 40-F ___
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under Securities Exchange Act of 1934.
Yes ___ Noxxx
SEC 1815 (5-2006) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Form 51-102F3
Material Change Report
Item 1:
Name and Address of Company
PEDIMENT EXPLORATION LTD.
Suite 720-789 West Pender Street
Vancouver, British Columbia V6C 1L6
(the “Company”)
Item 2
Date of Material Change
August 21, 2007.
Item 3
News Release
The news release was disseminated on August 22, 2007 by way of Stockwatch.
Item 4
Summary of Material Change
The Company has completed a non-brokered private placement of 4,050,000 units for gross proceeds of $6,075,000.
Item 5
Full Description of Material Change
5.1
Full Description of Material Change
The Company has completed a private placement of 4,000,000 units for gross proceeds of $6,000,000. The Private Placement was oversubscribed by 50,000 Units for additional proceeds of $75,000. Each unit consists of one common share in the capital of the Company and one half of one non-transferable share purchase warrant, each whole warrant entitling the holder to purchase one common share in the capital of the Company for $2.00 until February 21, 2009. All securities issued are subject to a hold period until December 22, 2007.
In connection with the Offering, the Company paid PI Financial Corp. and Haywood Securities Inc. an aggregate of $325,050 and issued 60,500 Units (at a price of $1.50 per Unit) and 307,200 finder warrants. Each finder warrant will be exercisable to acquire one common share of the Company at a price of $2.05 per share until February 21, 2009 and each Unit having the same terms as the Units described above.
The insider group consisted of two members, Gary Freeman and Michael Halvorson
who subscribed for an aggregate of 50,000 Units.
The Company plans to use the proceeds from the private placement to further the Company’s San Antonio gold exploration project in Baja Mexico, and for future acquisitions and general corporate purposes.
The transaction was unanimously approved by the Board of Directors of the Company, acting in good faith, and having determined that the terms of the financing are reasonable in Company’s circumstances.
5.2
Disclosure for Restructuring Transactions
Not applicable.
Item 6
Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7
Omitted Information
Not applicable.
Item 8
Executive Officer
Gary Freeman, President & Chief Executive Officer
Business Telephone:
(604) 682-4418
Facsimile:
(604) 669-0384
Item 9
Date of Report
August 23, 2007.
VIA SEDAR
TO:
British Columbia Securities Commission
Alberta Securities Exchange
TSX Venture Exchange
Attention: Corporate Reporting
August 29, 2007
Dear Sirs:
Re: Pediment Exploration Ltd.
We confirm that the following documents are filed on SEDAR:
·
June 30, 2007 Interim Financial Statements
·
Management report to the Shareholders
We declare that on August 29, 2007 the above documents were sent by prepaid mail to those shareholders on the Corporation’s supplemental mailing list. However, we have not mailed material to shareholders in cases where notices or other documents have been returned undelivered by the Post Office on three consecutive occasions.
Yours truly,
PEDIMENT EXPLORATION LTD.
“Dayna Caouette”
Dayna Caouette
Corporate Secretary
PEDIMENT EXPLORATION LTD.
Consolidated Financial Statements
(An Exploration Stage Company)
Quarter Ended June 30, 2007 and 2006
NOTICE
The accompanying unaudited consolidated financial statements of Pediment Exploration Ltd. (An Exploration Stage Company) for the nine-month period ended June 30, 2007 have been prepared by management and have not been subject to review by the Company’s auditor.
PEDIMENT EXPLORATION LTD.
Consolidated Balance Sheet
(An Exploration Stage Company)
(Unaudited – Prepared by Management)
June 30, 2007 | September 30, 2006 | |||
(unaudited) | ||||
Assets | ||||
Current | ||||
Cash and cash equivalents | $ | 5,485,994 | $ | 4,644,106 |
Amounts receivable | 328,556 | 136,851 | ||
Due from related parties | 10,784 | 0 | ||
Prepaid expenses | 18,596 | 1,777 | ||
Total Current Assets | 5,843,930 | 4,782,734 | ||
Mineral Properties (note 4) | 2,724,551 | 1,029,143 | ||
Equipment (note 3) | 35,611 | 32,048 | ||
Total Assets | $ | 8,604,092 | $ | 5,843,925 |
Liabilities | ||||
Current | ||||
Accounts payable and accrued liabilities | $ | 111,298 | $ | 117,137 |
Due to related parties | 0 | 3,051 | ||
Total Current Liabilities | 111,298 | 120,188 | ||
Shareholders’ Equity | ||||
Share Capital (note 5) | 32,515,039 | 28,584,935 | ||
Contributed Surplus(note 5(g)) | 1,355,761 | 1,086,426 | ||
Deficit | (25,378,006) | (23,947,624) | ||
Total Shareholders’ Equity | 8,492,794 | 5,723,737 | ||
Total Liabilities and Shareholders’ Equity | $ | 8,604,092 | $ | 5,843,925 |
Nature of operations (note 1)
Subsequent events (note 8)
Approved on behalf of the Board:
“Bradley T. Aelicks” (signed)
__________________________________
Bradley T. Aelicks, Director
“Gary Freeman” (signed)
__________________________________
Gary Freeman, Director
See notes to consolidated financial statements.
PEDIMENT EXPLORATION LTD.
Consolidated Statement of Operations and Deficit
(An Exploration Stage Company)
(Unaudited – Prepared by Management)
Three Months Ended June 30 | Nine Months Ended June 30 | |||||||
2007 | 2006 | 2007 | 2006 | |||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||
Expenses | ||||||||
Investor relations and promotion | $ | 17,128 | $ | 131,219 | $ | 165,719 | $ | 331,824 |
Stock based compensation | 24,795 | 668,748 | 336,269 | 668,748 | ||||
Consultants and sub-contractors | 117,853 | 57,518 | 327,266 | 149,263 | ||||
Office and administration | 220,566 | 34,647 | 378,014 | 68,167 | ||||
Salaries | 27,032 | 4,506 | 87,138 | 4,506 | ||||
Travel | 40,656 | 49,329 | 100,482 | 117,389 | ||||
Legal and audit | 43,989 | 14,856 | 83,414 | 63,719 | ||||
Transfer agent, listing and filing | 7,860 | 13,795 | 24,575 | 29,441 | ||||
fees | ||||||||
Interest and bank charges | 1,644 | 0 | 3,559 | 0 | ||||
Property costs | 0 | 0 | 0 | (51,975) | ||||
Amortization | 0 | 191 | 0 | 447 | ||||
501,523 | 974,809 | 1,506,435 | 1,381,529 | |||||
Other Expenses (Income) | ||||||||
Investment and other income | (5,548) | (34,771) | (63,349) | (65,456) | ||||
Foreign exchange loss (gain) | 68,587 | (15,649) | (12,705) | (3,093) | ||||
63,039 | (58,468) | (76,054) | (68,549) | |||||
Net Loss for Period | 564,562 | 916,341 | 1,430,382 | 1,312,980 | ||||
Deficit, Beginning of Period | 24,813,444 | 22,756,981 | 23,947,624 | 22,360,342 | ||||
Deficit, End of Period | $ | 25,378,006 | $ | 23,673,322 | $ | 25,378,006 | $ | 23,673,322 |
Loss per Share | $ | (0.02) | $ | (0.04) | $ | (0.06) | $ | (0.07) |
Weighted Average Number of | ||||||||
Common Shares Outstanding | 24,961,364 | 22,975,243 | 24,159,027 | 19,296,217 |
See notes to consolidated financial statements.
PEDIMENT EXPLORATION LTD.
Consolidated Statement of Cash Flows
(An Exploration Stage Company)
(Unaudited – Prepared by Management)
Three Months Ended June 30 | Nine Months Ended June 30 | |||||||
2007 | 2006 | 2007 | 2006 | |||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||
Operating Activities | ||||||||
Net loss | $ | (564,562) | $ | (916,341) | $ | (1,430,382) | $ | (1,312,980) |
Items not involving cash | ||||||||
Amortization | 0 | 191 | 0 | 447 | ||||
Stock-based compensation | 24,795 | 668,748 | 336,269 | 668,748 | ||||
Changes in non-cash working | ||||||||
capital | ||||||||
Amounts receivable | ||||||||
and prepaids | 2,871 | (97,579) | (208,524) | (145,049) | ||||
Accounts payable and | ||||||||
accrued liabilities | (9,531) | (3,461) | (5,839) | (126,245) | ||||
Cash Used in Operating | ||||||||
Activities | (546,427) | (348,442) | (1,308,476) | (915,079) | ||||
Investing Activities | ||||||||
Purchase of equipment | 1,412 | (19,733) | (3,563) | (22,033) | ||||
Mineral property costs, net of | ||||||||
recoveries | (745,316) | (231,119) | (1,686,808) | (419,261) | ||||
Cash Used in Investing | ||||||||
Activities | (743,904) | (250,852) | (1,690,371) | (441,294) | ||||
Financing Activities | ||||||||
Shares issued for cash | 892,773 | 1,101,586 | 3,854,570 | 6,038,298 | ||||
Due from related parties | (1,159) | 0 | (13,835) | 0 | ||||
Cash Provided by Financing | ||||||||
Activities | 891,614 | 1,101,586 | 3,840,735 | 6,038,298 | ||||
Increase (Decrease) in Cash | ||||||||
and Cash Equivalents | (398,717) | 502,292 | 841,888 | 4,681,925 | ||||
Cash and Cash Equivalents, | ||||||||
Beginning of Period | 5,884,711 | 4,591,743 | 4,644,106 | 412,110 | ||||
Cash and Cash Equivalents, | ||||||||
End of Period | $ | 5,485,994 | $ | 5,094,035 | $ | 5,485,994 | $ | 5,094,035 |
See notes to consolidated financial statements.
PEDIMENT EXPLORATION LTD.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Nine Months Ended June 30, 2007 and 2006
(Unaudited – Prepared by Management)
1.
NATURE OF OPERATIONS
The Company is an exploration stage company governed under theBusiness Corporations Act (British Columbia) and its principal business activity is the acquisition, exploration and development of resource properties.
2.
SIGNIFICANT ACCOUNTING POLICIES
(a)
Principles of consolidation
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Compania Minera Pitalla, S.A. de C.V. (“Pitalla”) and Pediment Exploration Mexico, S. de C.V. All significant intercompany transactions and balances have been eliminated.
(b)
Basis of presentation
These interim unaudited financial statements for the nine months ended June 30, 2007 should be read in conjunction with the financial statements for the Company’s most recently completed fiscal year ended September 30, 2006. They do not include all disclosures required in annual financial statements but rather are prepared in accordance with recommendations for interim financial statements in conformity with Canadian generally accepted accounting principles. They have been prepared using the same accounting policies and methods as those used in the September 30, 2006 annual financial statements. Certain of the comparative figures have been reclassified to conform to the current period’s presentation.
(c)
Use of estimates
The preparation of interim financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the revenues and expenses during the reporting period. Significant areas requiring the use of estimates include the determination of rates for amortization, estimated balances of accrued liabilities, the assumptions used in the calculation of stock-based compensation expense, and the estimated carrying value of mineral properties. Actual results could differ from those estimates.
PEDIMENT EXPLORATION LTD.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Nine Months Ended June 30, 2007 and 2006
(Unaudited – Prepared by Management)
3.
EQUIPMENT
June 30, 2007 | September 30, 2006 | |||||||
Accumulated | ||||||||
Cost | Amortization | Net | Net | |||||
(unaudited) | ||||||||
Machinery and equipment | $ | 27,798 | $ | 1,095 | $ | 26,703 | $ | 21,185 |
Computer equipment | 10,863 | 1,955 | 8,908 | 10,863 | ||||
$ | 38,661 | $ | 3,050 | $ | 35,611 | $ | 32,048 |
PEDIMENT EXPLORATION LTD.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Nine Months Ended June 30, 2007 and 2006
(Unaudited – Prepared by Management)
4.
MINERAL PROPERTIES
Capitalized mineral property expenditures are as follows:
Caborca Project | Las Colinas Project | Texson Project | Daniel Project | Mel-Manuel Project | Valenzuela Project | Cochis Project | Other Projects | Total | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance, September 30, 2005 | $ | 55,696 | $ | 32,194 | $ | 55,082 | $ | 70,568 | $ | 26,823 | $ | 27,428 | $ | 9,707 | $ | 133,343 | $ | 410,841 |
Deferred exploration costs | ||||||||||||||||||
Mining concessions | 12,756 | 1,515 | 4,108 | 4,226 | 0 | 64,459 | 0 | 4,305 | 91,369 | |||||||||
Geological services | 20,834 | 87,406 | 23,510 | 24,848 | 2,676 | 1,338 | 1,338 | 13,899 | 175,849 | |||||||||
Tax on surface | 10,607 | 5,326 | 5,169 | 6,365 | 1,558 | 0 | 0 | 2,214 | 31,239 | |||||||||
Sampling and test | 0 | 118,526 | 0 | 0 | 0 | 0 | 0 | 0 | 118,526 | |||||||||
Fuel and gas | 222 | 1,617 | 81 | 222 | 0 | 0 | 0 | 0 | 2,142 | |||||||||
Travel expenses | 2,700 | 11,422 | 311 | 2,700 | 0 | 0 | 0 | 0 | 17,133 | |||||||||
Stationery | 146 | 98 | 174 | 188 | 28 | 14 | 14 | 84 | 746 | |||||||||
Miscellaneous | 12,302 | 74,468 | 21,554 | 26,180 | 9,252 | 4,626 | 4,626 | 28,290 | 181,298 | |||||||||
Total expenditures for year | 59,567 | 300,378 | 54,907 | 64,729 | 13,514 | 70,437 | 5,978 | 48,792 | 618,302 | |||||||||
Balance, September 30, 2006 | 115,263 | 332,572 | 109,989 | 135,297 | 40,337 | 97,865 | 15,685 | 182,135 | 1,029,143 | |||||||||
Deferred exploration costs | ||||||||||||||||||
Salaries and wages | 6,076 | 206,177 | 2,403 | 70,657 | 0 | 0 | 0 | 83,026 | 368,339 | |||||||||
Geological services | 17,994 | 145,386 | 0 | 0 | 0 | 0 | 0 | 0 | 163,380 | |||||||||
Tax on surface | 47 | 6,204 | 31 | 1,380 | 0 | 0 | 0 | 658 | 8,320 | |||||||||
Sampling and test | 63,020 | 416,737 | 630 | 211,414 | 0 | 0 | 0 | 124,450 | 816,251 | |||||||||
Fuel and gas | 529 | 2,309 | 803 | 7,815 | 0 | 0 | 0 | 5,362 | 16,818 | |||||||||
Travel expense | 3,459 | 13,144 | 1,079 | 4,149 | 0 | 0 | 0 | 3,599 | 25,430 | |||||||||
Stationery | 813 | 16,239 | 749 | 3,833 | 0 | 0 | 0 | 7,243 | 28,877 | |||||||||
Miscellaneous | 4,797 | 68,599 | 3,130 | 91,284 | 0 | 0 | 0 | 41,031 | 208,841 | |||||||||
Rent | 0 | 4,814 | 11,219 | 8,648 | 34,471 | 59,152 | ||||||||||||
Total expenditures for the period | 96,735 | 879,609 | 20,044 | 399,180 | 0 | 0 | 0 | 299,840 | 1,695,408 | |||||||||
Balance, June 30, 2007 (unaudited) | $ | 211,998 | $ | 1,212,181 | $ | 130,033 | $ | 534,477 | $ | 40,337 | $ | 97,865 | $ | 15,685 | $ | 481,975 | $ | 2,724,551 |
PEDIMENT EXPLORATION LTD.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Nine Months Ended June 30, 2007 and 2006
(Unaudited – Prepared by Management)
5.
SHARE CAPITAL
(a)
Authorized
Unlimited common shares without par value
(b)
Issued
Number of Shares | Amount | ||
Balance, September 30, 2005 | 16,300,282 | $ | 23,857,950 |
Issued during the year | |||
For cash | |||
Exercise of warrants | 1,334,300 | 559,330 | |
Exercise of options | 340,000 | 176,500 | |
Private placements, net of issue | |||
costs (notes 5(c)(i), (ii) and (iii)) | 5,634,470 | 3,693,995 | |
Conversion of contributed surplus to share | |||
capital on exercise of warrants | 0 | 85,340 | |
Conversion of contributed surplus to share | |||
capital on exercise of options | 0 | 211,820 | |
7,308,770 | 4,726,985 | ||
Balance, September 30, 2006 | 23,609,052 | 28,584,935 | |
Issued during the period | |||
For cash | |||
Exercise of warrants | 3,182,915 | 1 | 2,100,432 |
Exercise of options | 210,000 | 115,500 | |
Private placement, net of issue costs | |||
(note 5(c)) | 2,149,002 | 1,638,638 | |
For other consideration | |||
Shares for services | 10,000 | 8,600 | |
Conversion of contributed surplus to share | |||
capital on exercise of warrants | 0 | 66,934 | |
5,551,917 | 3,930,104 | ||
Balance, June 30, 2007 (unaudited) | 29,160,969 | $ | 32,515,039 |
PEDIMENT EXPLORATION LTD.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Nine Months Ended June 30, 2007 and 2006
(Unaudited – Prepared by Management)
5.
SHARE CAPITAL (Continued)
(b)
Issued (Continued)
As at September 30, 2005, a total of 3,377,037 common shares were held in escrow. In consideration of the divestiture of POD Book.com, 426,667 escrow shares will be cancelled upon expiry on July 30, 2007. Of the remaining 2,950,370 escrow shares, 295,036 escrow shares were released at the time of the TSX Venture Exchange (the “Exchange”) notice approving the transaction and 442,554 escrow shares will be released every six months thereafter. As at March 31, 2007, there were 2,639,447 shares held in escrow.
(c)
Private placements
(i)
On January 24, 2006, the Company completed a non-brokered private placement and issued 1,713,500 units at a price of $0.64 per unit for gross proceeds of $1,096,640. As part of a finder’s fee arrangement, 16,905 additional units were issued to the agents. Each unit consisted of one common share and one-half of one share purchase warrant. One whole warrant entitles the holder to purchase one additional common share at a price of $0.80 per share on or before January 24, 2007 (subsequent to September 30, 2006, extended to March 31, 2007). Share issuance and certain closing costs of $86,337 were incurred by the Company through the private placement.
(ii)
On March 17, 2006, the Company completed a non-brokered private placement and issued 2,967,335 units at a price of $0.75 per unit for gross proceeds of $2,225,500. As part of a finder’s fee arrangement, 66,813 additional units were issued to the agents. Each unit consisted of one common share and one-half of one share purchase warrant. One whole warrant entitles the holder to purchase one additional common share at a price of $0.91 per share on or before March 17, 2007. Share issuance and certain closing costs of $128,245 were incurred by the Company through the private placement.
(iii)
On April 25, 2006, the Company completed a non-brokered private placement and issued 811,667 units at a price of $0.75 per unit for gross proceeds of $608,750. As part of a finder’s fee arrangement, 58,250 additional units were issued to the agents. Each unit consisted of one common share and one-half of one share purchase warrant. One whole warrant entitles the holder to purchase one additional common share at a price of $0.91 per share on or before April 25, 2007. Share issuance and certain closing costs of $22,312 were incurred by the Company through the private placement.
PEDIMENT EXPLORATION LTD.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Nine Months Ended June 30, 2007 and 2006
(Unaudited – Prepared by Management)
5.
SHARE CAPITAL(Continued)
(c)
Private placements (Continued)
(iv)
On March 30, 2007, the Company completed a non-brokered private placement and issued 1,635,002 units at a price of $0.75 per unit for gross proceeds of $1,226,252. Each unit consisted of one common share and one-half of one share purchase warrant. One whole warrant entitles the holder to purchase one additional common share at a price of $1 per share on or before September 30, 2008. Share issuance and certain closing costs of $9,752 were incurred by the Company through the private placement.
(v)
On May 2, 2007, the Completed a non-brokered private placement and issued 514,000 units at a price of $0.85 per unit for gross proceeds of $436,900. Each unit consisted of one common share and one-half of one share purchase warrant. One whole warrant entitles the holder to purchase on eadditional common share at a price of $1.05 per share on or before November 2, 2008 subject to a hold period until September 3, 2007.
(d)
Stock options
Pursuant to the policies of the Exchange, under the Company’s stock option plan, options to purchase common shares have been granted to directors, employees and consultants at exercise prices determined by reference to the market value on the date of the grant.
A summary of the status of the Company’s outstanding and exercisable stock options at June 30, 2007 and September 30, 2006 and changes during the period then ended is as follows:
Outstanding | Weighted Average Exercise Price | |||
Balance, September 30, 2005 | 1,075,000 | $ | 0.50 | |
Exercised | (340,000) | $ | 0.50 | |
Cancelled | (75,000) | $ | 0.80 | |
Granted | 2,260,000 | $ | 0.64 | |
Balance, September 30, 2006 | 2,920,000 | $ | 0.60 | |
Exercised | (210,000) | $ | 0.55 | |
Cancelled/Expired | (660,000) | $ | 0.62 | |
Granted | 675,000 | $ | 0.70 | |
Balance, June 30, 2007 (unaudited) | 2,725,000 | $ | 0.62 |
PEDIMENT EXPLORATION LTD.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Nine Months Ended June 30, 2007 and 2006
(Unaudited – Prepared by Management)
5.
SHARE CAPITAL(Continued)
(d)
Stock options (Continued)
The following summarizes information about options outstanding at June 30, 2007 (unaudited):
Exercise | Number | Options | ||
Expiry Date | Price | of Shares | Exercisable | |
February 1, 2008 | $ | 0.77 | 75,000 | 18,750 |
February 1, 2009 | $ | 0.80 | 50,000 | 37,500 |
April 4, 2009 | $ | 0.85 | 100,000 | 25,000 |
February 12, 2010 | $ | 0.60 | 275,000 | 68,750 |
July 21, 2010 | $ | 0.50 | 265,000 | 265,000 |
July 21, 2010 | $ | 0.63 | 470,000 | 470,000 |
February 1, 2011 | $ | 0.60 | 200,000 | 200,000 |
April 25, 2011 | $ | 0.80 | 475,000 | 237,500 |
August 2, 2011 | $ | 0.55 | 590,000 | 400,000 |
February 12, 2012 | $ | 0.60 | 50,000 | 12,500 |
March 23, 2012 | $ | 0.73 | 75,000 | 18,750 |
April 27, 2012 | $ | 0.78 | 100,000 | 25,000 |
2,725,000 | 1,778,750 |
(e)
Share purchase warrants
At June 30, 2007, the Company has outstanding share purchase warrants to acquire an aggregate 1,074,501 common shares as follows:
Exercise Price | Expiry Date | Outstanding at September 30, 2006 | Issued | Exercised | Expired | Outstanding at June 30, 2007 | |
(unaudited) | |||||||
$ | 0.35 | December 31, 2006 | 300,000 | 0 | (300,000) | 0 | 0 |
$ | 0.60 | March 29, 2007 | 1,893,221 | 0 | (1,771,331) | (121,890) | 0 |
$ | 0.80 | March 31, 2007 | 856,750 | 0 | (721,750) | (135,000) | 0 |
$ | 0.91 | March 17, 2007 | 1,517,074 | 0 | 0 | (1,517,074) | 0 |
$ | 0.91 | April 25, 2007 | 434,959 | 0 | (389,834) | (45,125) | 0 |
$ | 1.00 | September 30, 2008 | 0 | 817,501 | 0 | 0 | 817,501 |
$ | 1.05 | November 2, 2008 | 0 | 257,000 | 0 | 0 | 257,000 |
5,002,004 | 1,074,501 | (3,182,915) | (1,819,089) | 1,074,501 |
PEDIMENT EXPLORATION LTD.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Nine Months Ended June 30, 2007 and 2006
(Unaudited – Prepared by Management)
5.
SHARE CAPITAL(Continued)
(f)
Option compensation
The fair value of stock options granted, and which vested to directors, employees and consultants during the quarter, in the amount of $24,795, has been recorded as stock-based compensation expense during the quarter and allocated $13,573 to consultants and $11,222 to salaries. The fair value of stock options granted, and vested during the nine-months ended June 30, 2007, in the amount of $336,269 has been recorded as stock-based expense during the period and allocated $24,142 to consultants, $186,346 to salaries, and $125,781 to investor relations.
(g)
Contributed surplus
Balance, September 30, 2005 | $ | 821,998 |
Stock-based compensation | 561,588 | |
Re-allocated to capital stock | (297,160) | |
Balance, September 30, 2006 | 1,086,426 | |
Stock-based compensation | 336,269 | |
Re-allocated to capital stock | (66,934) | |
Balance, June 30, 2007 (unaudited) | $ | 1,355,761 |
6.
RELATED PARTY TRANSACTIONS
(d)
Management believes that legal fees paid or accrued to a law firm in which a director and officer of the Company is a partner are at prevailing commercial rates. The total amount of professional fees paid by the Company to the law firm during the nine months ended June 30, 2007 is $16,871.
(e)
The amounts due from/to related parties, which are non-interest bearing, unsecured and due on demand, are comprised of the following:
June 30, 2007 | September 30, 2006 | |||
(unaudited) | ||||
Receivable | ||||
Due from directors | $ | 10,784 | $ | 0 |
Payable | ||||
Due to directors | $ | 0 | $ | 3,051 |
(f)
Consulting fees in the amount of $151,215 were paid to directors of the Company during the nine months ended June 30, 2007.
PEDIMENT EXPLORATION LTD.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Nine Months Ended June 30, 2007 and 2006
(Unaudited – Prepared by Management)
7.
DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINICIPLES (GAAP)
(a)
Recent accounting pronouncements
(i)
In December 2004, FASB issued Statement No. 123 (revised 2004),Share-Based Payment (“SFAS 123(R)”), which requires the measurement and recognition of compensation expense for all stock-based compensation payments and supercedes the Company’s current accounting under APB 25.
SFAS 123(R) is effective for all annual periods beginning after June 15, 2005. In March 2005, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 107 (“SAB 107”) relating to the adoption of SFAS 123(R). This standard will not have an impact on the Company’s financial statements as it already applies the fair value method of accounting for its stock options.
(ii)
FAS 153,Exchanges of Non-Monetary Assets. The provisions of this statement are effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier application is permitted for non-monetary asset exchanges occurring in fiscal periods beginning after December 16, 2004. The provisions of this statement should be applied prospectively. There is no impact on the Company’s financial statements.
(iii)
FIN 46(R),Consolidation of Variable Interest Entities, applies at different dates to different types of enterprises and entities, and special provisions apply to enterprises that have fully or partially applied Interpretation 46, or Interpretation 46 (R) is required in financial statements of public entities that have interests in variable interest entities or potential variable interest entities commonly referred to as special-purpose entities for periods ending after December 15, 2003. Application by public entities is required in financial statements for periods other than special-purpose entities and by non-public entities to all types of entities is required at various dates in 2004 and 2005. In some instances, enterprises have the option of applying or continuing to apply Interpretation 46 for a short period of time before applying Interpretation 46(R). There is no impact on the Company’s financial statements.
PEDIMENT EXPLORATION LTD.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Nine Months Ended June 30, 2007 and 2006
(Unaudited – Prepared by Management)
7.
DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINICIPLES (GAAP)(Continued)
(a)
Recent accounting pronouncements (Continued)
(i)
SFAS 154,Accounting Changes and Error Corrections. This new standard replaces APB Opinion No. 20,Accounting Changes, and FASB 3,Reporting Accounting Changes in Interim Financial Statements. Statement 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle, unless it is impracticable to do so. Statement 154 also provides that (1) a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for as a change in estimate (prospectively) that was effected by a change in accounting principle, and (2) correction of errors in previously issued financial statements should be termed a "restatement." The new standard is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. Early adoption of this standard is permitt ed for accounting changes and correction of errors made in fiscal years beginning after June 1, 2005. There is no impact on the Company’s financial statements.
(ii)
SFAS 157,Fair Value Measurements. The provisions of this standard are to provide guidance for using fair value to measure assets and liabilities. The standard clarifies methods for measuring items not actively traded and the principles that fair value should be based upon when pricing an asset or liability. The provisions of Statement 157 are effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year. There is no impact on the Company’s financial statements.
(iii)
On July 13, 2006, the FASB issued Interpretation No. 48,Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109. Interpretation 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with Statement 109 and prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Additionally, Interpretation 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Interpretation 48 is effective for fiscal years beginning after December 15, 2006, with early adoption permitted. The Company is currently evaluating whether the adoption of Interpretation 48 will have a material effect on its consolidated financial position, results of operations or cash flows.
(b)
Exploration expenditures
Under Canadian GAAP, acquisition costs of mineral interests and exploration expenditures are capitalized. Under US GAAP, exploration costs are expensed as incurred.
PEDIMENT EXPLORATION LTD.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Nine Months Ended June 30, 2007 and 2006
(Unaudited – Prepared by Management)
7.
DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINICIPLES (GAAP)(Continued)
(c)
Reconciliation of total assets, liabilities and shareholders’ equity
June 30, 2007 | September 30, 2006 | |||
(unaudited) | ||||
Total assets for Canadian GAAP | $ | 8,604,092 | $ | 5,843,925 |
Adjustments to US GAAP – deferred | ||||
expenditures | (2,724,551) | (1,029,143) | ||
Total assets for US GAAP | $ | 5,879,541 | $ | 4,814,782 |
Total liabilities per Canadian GAAP | $ | 111,298 | $ | 120,188 |
Total liabilities for US GAAP | $ | 111,298 | $ | 120,188 |
Total equity for Canadian GAAP | 8,492,794 | 5,723,737 | ||
Adjustments to US GAAP – deferred | ||||
expenditures | (2,724,551) | (1,029,143) | ||
Total equity for US GAAP | 5,768,243 | 4,694,594 | ||
Total equity and liabilities for US GAAP | $ | 5,879,541 | $ | 4,814,782 |
PEDIMENT EXPLORATION LTD.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Nine Months Ended June 30, 2007 and 2006
(Unaudited – Prepared by Management)
7.
DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)(Continued)
(d)
Reconciliation of loss reported in Canadian GAAP and US GAAP
Three Months Ended June 30 | Nine Months Ended June 30 | |||||||
2007 | 2006 | 2007 | 2006 | |||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||
Statement of Operations | ||||||||
Net loss per Canadian GAAP | $ | (564,562) | $ | (916,341) | $ | (1,430,382) | $ | (1,312,980) |
Expenditures on mineral | ||||||||
properties | (745,316) | (231,119) | (1,686,808) | (419,261) | ||||
(1,732,241) | ||||||||
Net loss per US GAAP | $ | (1,309,878) | $ | (1,147,460) | $ | (3,117,190) | $ | (1,732,241) |
Net loss per share in | ||||||||
accordance with Canadian | ||||||||
GAAP | $ | (0.02) | $ | (0.04) | $ | (0.06) | $ | (0.07) |
Total differences | (0.03) | (0.01) | (0.07) | (0.02) | ||||
Net loss per share in | ||||||||
accordance with US GAAP | $ | (0.05) | $ | (0.05) | $ | (0.13) | $ | (0.09) |
Weighted average number of | ||||||||
common shares | ||||||||
outstanding | 24,961,364 | 22,975,243 | 24,159,027 | 19,296,217 |
(e)
Comprehensive loss
Three Months Ended June 30 | Nine Months Ended June 30 | |||||||
2007 | 2006 | 2007 | 2006 | |||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||
Net loss per US GAAP | $ | (1,309,878) | $ | (1,147,460) | $ | (3,117,190) | $ | (1,732,241) |
Other comprehensive income | ||||||||
loss | 0 | 0 | 0 | 0 | ||||
Comprehensive loss per US | ||||||||
GAAP | $ | (1,309,878) | $ | (1,147,460) | $ | (3,117,190) | $ | (1,732,241) |
PEDIMENT EXPLORATION LTD.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Nine Months Ended June 30, 2007 and 2006
(Unaudited – Prepared by Management)
7.
DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)(Continued)
(f)
Statement of cash flows
Three Months Ended June 30 | Nine Months Ended June 30 | |||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||
Net cash used in operating activities | ||||||||||||
of continuing operations in | ||||||||||||
accordance with Canadian GAAP | $ | (546,427) | $ | (348,442) | $ | (1,308,476) | $ | (915,079) | ||||
Adjustments to net loss involving | ||||||||||||
use of cash | ||||||||||||
Write-off of expenditures on | ||||||||||||
mineral interests | (745,316) | (231,119) | (1,686,808) | (419,261) | ||||||||
Net cash used in operating activities | ||||||||||||
of continuing operations in | ||||||||||||
accordance with US GAAP | (1,291,743) | (579,561) | (2,995,284) | (1,334,340) | ||||||||
Net cash used in investing activities | ||||||||||||
of continuing operations in | ||||||||||||
accordance with Canadian GAAP | (743,904) | (250,852) | (1,690,371) | (441,294) | ||||||||
Reclassification of expenditures on | ||||||||||||
mineral property interests | 745,316 | 231,119 | 1,686,808 | 419,261 | ||||||||
Net cash used in investing activities | ||||||||||||
of continuing operations in | ||||||||||||
accordance with US GAAP | 1,412 | (19,733) | (3,563) | (22,033) | ||||||||
Net cash provided by financing activities | ||||||||||||
of continuing operations in | ||||||||||||
accordance with US GAAP | 891,614 | 1,101,586 | 3,840,735 | 6,038,298 | ||||||||
Net increase (decrease) in cash in | ||||||||||||
accordance with Canadian and US | ||||||||||||
GAAP | (398,717) | 502,292 | 841,888 | 4,681,925 | ||||||||
Cash and cash equivalents, beginning | ||||||||||||
of period, in accordance with | ||||||||||||
Canadian and US GAAP | 5,884,711 | 4,591,743 | 4,644,106 | 412,110 | ||||||||
Cash and cash equivalents, end of | ||||||||||||
period, in accordance with Canadian | ||||||||||||
and US GAAP | $ | 5,485,994 | $ | 5,094,035 | $ | 5,485,994 | $ | 5,094,035 |
PEDIMENT EXPLORATION LTD.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Nine Months Ended June 30, 2007 and 2006
(Unaudited – Prepared by Management)
8.
SUBSEQUENT EVENTS
(a)
In July 2007, the Company granted 175,000 stock options to a consultant at an exercise price of $1.50 per share exercisable until August 7, 2012.
(b)
In August 2007, the Company completed a non-brokered private placement and issued 4,000,000 units at a price of $1.50 per unit for gross proceeds of $6,000,000. Each unit consisted of one common share and one-half of one share purchase warrant. One whole warrant entitles the holder to purchase on additional common share at a price of $2 per share on or before February 21, 2009 subject to a hold period until December 22, 2007.
Management Discussion, Quarter ended June 30, 2007
Preliminary Information
The following Management’s Discussion and Analysis (“MD&A”) of Pediment Exploration Ltd. (the “Company”) should be read in conjunction with the accompanying un-audited financial statements for the 3 and 9 months ended June 30, 2007 and the audited financial statements for the year ended September 30, 2006 which is available at the SEDAR website at www.sedar.com.
All information contained in the MD&A is as ofAugust 28, 2007 unless otherwise indicated. All amounts are stated in Canadian dollars unless otherwise indicated.
Statements in the report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements.
Description of Business and Overall Performance
The Company is a natural resource company engaged in the evaluation, acquisition, exploration and development of resource properties in Mexico. The goals of the Company are to identify and develop mineral resource targets. The Company is in the exploration stage as its properties have not reached commercial production and none of its properties are beyond the advanced exploration stage therefore there is no production, sales or inventory. The Company has financed its current operating and exploration activities principally by the issuance of common shares.
The recoverability of costs capitalized to mineral properties and the Company’s future financial success is dependent upon the extent to which it can discover mineralization and the economic viability of developing such properties. Such development may take years to complete and the amount of resulting income, if any, is difficult to determine with any certainty. Many of the key factors are outside of the Company’s control. Additional risk factors that may effect the financial statements and the risk factors related to mineral exploration and development are set out in the Company’s Management Information Circular as filed via SEDAR on February 16, 2007, available at www.sedar.com.
The Company’s ability to continue as a going concern is dependent on continued financial support from its shareholders and other related parties, the ability of the Company to raise equity financing, and the attainment of profitable operations, external financings and further share issuances to meet the Company’s liabilities as they became payable.
The Company knows of no trends, demands, commitments, events or uncertainties outside of the normal course of business that may result in the Company’s liquidity either materially increasing or decreasing at the present time or in the foreseeable future. Material increases or decreases in the Company’s liquidity are substantially determined by the success or failure of the Company’s exploration programs and overall market conditions for smaller resource companies. The Company is not aware of any seasonality in the business that have a material effect upon its financial condition, results of operations or cash flows other than those normally encountered by public reporting junior resource companies. The Company is not aware of any changes in the results of its operations that are other than those normally encountered in its ongoing business.
The reactivation of the Company through the acquisition in July 2004 to acquire a 100% interest in Minera Pitalla, S.A. de C.V. (“Pitalla”) have reflected significant improvements in cash resources and working capital, increased operating expenditures, and an increase in its assets as the Company has proceeded with its acquisitions, property exploration and recent financings.
The Company now has an active office in Mexico with four geologists, and full bookkeeping and accounting capabilities.
Over the past year, the Company has successfully moved four of its seven properties out of their grass roots status into nearing the drilling stage. The Company continues to advance these projects and expects to move additional projects into the drilling stage either through joint ventures or its own work programs, over the next four months. The Company has begun sampling on two more projects and the first drill program has begun at Las Colinas.
On November 30, 2006, the Company signed an agreement with Inmet Mining Corp. allowing Inmet to explore for copper gold porphyry deposits on Pediment’s Caborca project. The agreement allows Pediment to continue to focus on project acquisition and development of its extensive gold and silver holdings while Inmet funds work towards the discovery of porphyry mineralization at Caborca. The Lista Blanca ridge area that Pediment recently completed an initial drill program on is excluded from the agreement. Pediment will be the initial operator of the project.
On January 25, 2007, Inmet Mining Corp. served Pediment Exploration Ltd. with a notice of its intention to proceed with the joint venture. Inmet issued the first payment to Pediment for $50,000.
Results of Operations
The Company currently has no producing properties and consequently no operating income or cash flow.
The Company’s accounting policy as it relates to its acquisition of Pitalla and its mineral properties is to defer all costs of acquiring natural resource properties and their related exploration and development costs until the property to which they relate is placed into production, sold or abandoned. At that time, capitalized costs are either amortized over the useful life of the ore-body, following the commencement of production or written off it the property is sold or abandoned.
The Company currently does not have an operating mineral property. The Company has no earnings and therefore will finance its future exploration activities by the sale of common shares or units. The key determinants of the Company’s operating results are the following:
(a)
the state of capital markets, which affects the ability of the Company to finance its exploration activities;
(b)
the write-down and abandonment of mineral properties as exploration results provide further information relating to the underlying value of such properties; and
(c)
market prices for natural resources.
The Company is not a party to any material legal proceedings and is not in default under any material debt or other contractual obligations other than as disclosed in the financial statements. No significant revenue generating contracts or cash commitments were entered into or undertaken by the Company during the period other than as set out herein or in the financial statements of the Company.
Selected Annual Information
For the years ended September 30
2006 | 2005 | 2004 | ||
Total revenues (Interest & other income) | 117,721 | 553 | 0 | |
Income (Loss) for the year | (1,587,282) | (1,135,237) | 7,782 | |
Earnings (Loss) for the year per share | (0.08) | (0.27) | 0.00 | |
Total assets | 5,843,925 | 898,440 | 17,191 | |
Total long-term financial liabilities | 0 | 0 | 0 |
Summary of Quarterly Results
For the quarters ended
June 30, 2007 | March 31, 2007 | Dec. 31, 2006 | Sept. 30, 2006 | ||
Total revenues | 63,039 | 50,420 | 100,769 | 52,265 | |
Income (Loss) for the year | (564,562) | (614,344) | (251,376) | (274,302) | |
Earnings (Loss) for the year per share | (0.02) | (0.03) | (0.01) | (0.01) |
For the quarters ended
June 30, 2006 | March 31, 2006 | Dec. 31, 2005 | Sept. 30, 2005 | ||
Total revenues | 39,370 | 2,435 | 10,308 | 553 | |
Income (Loss) for the year | (916,341) | (231,130) | (165,509) | (481,057) | |
Earnings (Loss) for the year per share | (0.04) | (0.01) | (0.01) | (0.09) |
Liquidity and Capital Resources
At June 30, 2007, the Company had working capital of $5,732,632compared to its September 30, 2006 working capital of approximately $4,662,546. The Company is able to meet its past and ongoing financial obligations at this time.
On January 24, 2006, the Company completed a non-brokered private placement and issued 1,713,500 units at a price of $0.64 per unit for gross proceeds of $1,096,640. 16,905 additional units were issued to the agents as part of a finder’s fee arrangement. Each unit consisted of one common share and one-half share purchase warrant. One whole warrant entitles the holder to purchase one additional common share at a price of $0.80 per share on or before January 24, 2007 (extended to March 31, 2007). Share issuance and certain closing costs of $86,337 were incurred by the Company through the private placement. On March 17, 2006, the Company completed a non-brokered private placement and issued 2,967,335 units at a price of $0.75 per unit for gross proceeds of $2,225,500. 66,813 additional units were issued to the agents as part of a finder’s fee arrangement. Each unit consisted of one common share and one-half share purchase warrant. One w hole warrant entitles the holder to purchase one additional common share at a price of $0.91 per share on or before March 17, 2007. Share issuance and certain closing costs of $128,245 were incurred by the Company through the private placement. On April 25, 2006, the Company completed a non-brokered private placement and issued 811,667 units at a price of $0.75 per unit for gross proceeds of $608,750.25. 58,250 additional units were issued to the agents as part of a finder’s fee arrangement. Each unit consisted of one common share and one-half share purchase warrant. One whole warrant entitles the holder to purchase one additional common share at a price of $0.91 per share on or before April 25, 2007. Share issuance and certain closing costs of $22,312 were incurred by the Company through the private placement.
Parts of the funds were to be used to cover the ongoing US$500,000 Phase 1 exploration program on the mineral projects of Pitalla. These mineral projects, and the recommended work program on them are the subject of a National Instrument 43-101 compliant report titled “Technical Report on the Pitalla Properties, Mexico”, prepared for the Company by Mr. C. Stewart Wallis P.Geo., of Roscoe Postle Associates Inc. (the “Report”). The Report is available for viewing on SEDAR at www.sedar.com under the heading “Technical Report(s)”.
On March 30, 2007, the Company completed a non-brokered private placement and issued 1,635,002 units at a price of $0.75 per unit for gross proceeds of $1,226,252. Each unit consisted of one common share and one-half share purchase warrant. One whole warrant entitles the holder to purchase one additional common share at a price of $1.00 per share on or before September 30, 2008. Share issuance and certain closing costs of $9,752 were incurred by the Company through the private placement. On May 2, 2007, the Company completed a non-brokered private placement and issued 514,000 units at a price of $0.85 per unit for gross proceeds of $436,900. Each unit consisted of one common share and one-half share purchase warrant. One whole warrant entitles the holder to purchase one additional common share at a price of $1.05 per share on or before November 2, 2008.
Disclosure and Financial Reporting Controls
The Company maintains accounting and internal control systems to provide reasonable assurance that all relevant and material information relating to the Company and required to be disclosed by regulatory authorities are recorded processed and summarized and reported. Management is satisfied with the effectiveness of the Company’s disclosure controls and procedures employed during the year and more specifically, at June 30, 2007.
The Company has not made any change in internal controls over financial reporting during the past year.
Transactions with Related Parties
(a)
Management believes that legal fees paid or accrued to a law firm in which a director and officer of the Company is a partner are at prevailing commercial rates. The total amount of professional fees paid by the Company to the law firm during the nine months ended June 30, 2007 is $16,871.
(b)
The amounts due from/to related parties, which are non-interest bearing, unsecured and due on demand, are comprised of the following:
June 30, 2007 | September 30, 2006 | |||
(unaudited) | ||||
Receivable | ||||
Due from directors | $ | 10,784 | $ | 0 |
Payable | ||||
Due to directors | $ | 0 | $ | 3,051 |
(c)
Consulting fees in the amount of $151,215 were paid to directors of the Company during the nine months ended June 30, 2007.
Subsequent Events
(d)
In July 2007, the Company granted 175,000 stock options to a consultant at an exercise price of $1.50 per share exercisable until August 7, 2012.
(e)
In August 2007, the Company completed a non-brokered private placement and issued 4,000,000 units at a price of $1.50 per unit for gross proceeds of $6,000,000. Each unit consisted of one common share and one-half of one share purchase warrant. One whole warrant entitles the holder to purchase on additional common share at a price of $2 per share on or before February 21, 2009 subject to a hold period until December 22, 2007.
Additional information related to the Company is available on SEDAR at www.sedar.com.
“Gary Freeman”
August 29, 2007
Gary Freeman, President
FORM 52-109F2 – Certification of Interim Filings
I, Gary Freeman, President, and Chief Executive Officer for Pediment Exploration Ltd., certify that:
1.
I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109,Certification of Disclosure in Issuers’ Annual and Interim Filings), ofPediment Exploration Ltd. (the “Issuer”) for the interim period ending June 30, 2007;
2.
Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;
3.
Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer, as of the date and for the periods presented in the interim filings;
4.
The Issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the Issuer, and we have:
(a)
designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and
(b)
designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Issuer’s GAAP; and
5.
I have caused the Issuer to disclose in the interim MD&A any change in the Issuer’s internal control over financial reporting that occurred during the Issuer’s most recent interim period that has materially affected, or is reasonably likely to material affect, the Issuer’s internal control over financial reporting.
Date: August 29, 2007
“Gary Freeman”
Gary Freeman
President, and Chief Executive Officer
FORM 52-109F2 – Certification of Interim Filings
I, John Seaman, Chief Financial Officer for Pediment Exploration Ltd., certify that:
1.
I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109,Certification of Disclosure in Issuers’ Annual and Interim Filings), of Pediment Exploration Ltd. (the “Issuer”) for the interim period ending June 30, 2007;
2.
Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;
3.
Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer, as of the date and for the periods presented in the interim filings;
4.
The Issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the Issuer, and we have:
(a)
designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and
(b)
designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Issuer’s GAAP; and
5.
I have caused the Issuer to disclose in the interim MD&A any change in the Issuer’s internal control over financial reporting that occurred during the Issuer’s most recent interim period that has materially affected, or is reasonably likely to material affect, the Issuer’s internal control over financial reporting.
Date: August 29, 2007
“John Seaman”
John Seaman
Chief Financial Officer
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Pediment Exploration Ltd. -- SEC File No. 000-52509
(Registrant)
Date:September 7, 2007 By/s/ Gary Freeman_____________________
Gary Freeman, President/CEO/Director