Pediment Gold Corp. — Capital/Financing Update 2009

Apr 24, 2009

Form 51-102F3

Material Change Report

Item 1: Name and Address of Company

PEDIMENT GOLD CORP.

Suite 720-789 West Pender Street Vancouver, British Columbia V6C 1H2

(the “Company”)

Item 2 Date of Material Change

April 24, 2009

Item 3 News Release

The news release was disseminated on April 24, 2009 by way of Marketwire.

Item 4 Summary of Material Change

The Company announces its private placement is not proceeding

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

The Company announces that due to current market conditions, it will not be proceeding with the brokered private placement of up to 6,666,667 units disclosed in its announcements of March 30 and April 2, 2009.

The Company is well funded with a treasury of $15 million. The funds on hand will allow the Company to proceed with its business plans for the foreseeable future, including continued exploration, vetting additional projects for acquisition and the continued development of the San Antonio Project.

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 future business plans of the Company. Such statements include, without limitation, statements regarding future exploration activities by the Company, future anticipated exploration programs, business and financing plans, business trends and future operating costs and revenues. 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 forwardlooking 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, 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.

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

2

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

April 24, 2009