EX-99.8 10 ex998.htm MATERIAL CHANGE REPORT Material Change Report

Exhibit 99.8

Form 51-102F3

Material Change Report

Item 1:

Name and Address of Company

PEDIMENT GOLD CORP.
Suite 680-789 West Pender Street
Vancouver, British Columbia  V6C 1H2

(the “Company”)

Item 2

Date of Material Change

August 10, 2010

Item 3

News Release

The news release was disseminated on August 11, 2010 by way of Marketwire.

Item 4

Summary of Material Change

Pediment Files Amended Technical Report

Item 5

Full Description of Material Change

5.1

Full Description of Material Change

The Company announces that further to its news release dated August 10, 2010 announcing the completion and delivery of a positive Preliminary Assessment (“PA” or “Preliminary Assessment”) for the  San Antonio project located in Baja California Sur, Mexico, a revised NI 43-101 Technical Report entitled “San Antonio Preliminary Assessment”, and dated August 10, 2010 (originally dated August 2, 2010) which provides details of the PA, has been posted on the Company’s website (www.pedimentgold.com) and also filed on SEDAR.

The revised Technical Report is being filed to correct a typographical error in the Mine Production Schedule located on page 19-3 of the Technical Report. The Transition Tonnage for Year Three was reported as 22,112, when it should read 2,212. There were no other amendments made to the report.

The following table is the amended Mine Production Schedule:

Period

Total (kt)

Rock Waste (kt)

Sand Waste
(kt)

Oxide Tonnage
(kt)

Oxide Grade
(g/t Au)

Transition Tonnage
(kt)

Transition Grade
(g/t Au)

Sulfide Tonnage
(kt)

Sulfide Grade
(g/t Au)

Contained Gold
(koz)

PP1

7,500

4,337

3,115

48

0.37

—

—

—

—

0.6

Year 1

15,000

8,992

1,993

3,562

0.95

452

1.51

1

1.55

131

Year 2

15,000

8,673

2,312

2,634

0.68

1,084

1.17

297

1.38

112

Year 3

15,000

8,800

2,185

1,675

0.74

2,212

0.90

128

1.96

112

Year 4

15,000

8,718

2,265

445

0.95

1,590

1.09

1,981

1.27

150

Year 5

15,000

9,553

1,431

125

0.49

333

0.61

3,558

1.44

173

Year 6

15,337

10,176

1,146

761

0.71

1,301

0.83

1,952

1.44

143

Year 7

9,290

5,275

—

—

1.00

363

0.93

3,652

1.11

141

Year 8

4,928

1,970

—

—

—

—

1.18

2,958

1.66

158

Total

112,055

66,495

14,448

9,250

0.81

7,335

0.99

14,527

1.38

1,119



2







This material change report contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 27E of the U.S. Securities Exchange Act of 1934, as amended, and within the meaning of Canadian provincial securities laws applicable to the Company, regarding the filing of an amended technical report with regard to the Preliminary Assessment for the Company’s San Antonio project located in Baja California Sur, Mexico.  Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors, including, but not limited to, variations in the nature, quality and quantity of any mineral deposits that may be located, fluctuations in mineral prices, the Company's inability to obtain any necessary permits, consents or authorizations required for its activities, the Company's inability to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies. The reader is referred to the Company's reports, publicly available through the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com, and the U.S. Securities and Exchange Commission's Electronic Data Gathering and Retrieval (EDGAR) System at www.sec.gov, for a more complete discussion of such risk factors and their potential effects. Readers are urged to review these materials, including any technical reports filed with respect to the Company's mineral properties.

This material change report is not, and is not to be construed in any way as, an offer to buy or sell securities.

5.2

Disclosure for Restructuring Transactions

Not applicable.

Item 6

Reliance on subsection 7.1(2) 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 11, 2010