Vista Announces Status of Proposed Arrangement
Vista Gold Corp. (Amex: VGZ; TSX) ("Vista") announced today that the closing of the proposed arrangement is now expected to occur in the first quarter of 2007. As previously announced, the Supreme Court of the Yukon Territory granted its final order approving the plan of arrangement that, if completed, will result in Vista transferring its existing Nevada properties into a recently incorporated company, Allied Nevada Gold Corp. ("Allied Nevada"), which will concurrently acquire the Nevada mineral assets of Carl and Janet Pescio. The closing of the transaction is subject to the satisfaction or waiver of a number of conditions customary in a transaction of this nature. Among the conditions is the registration of Allied Nevada's common stock under the U.S. Securities Exchange Act of 1934. To this end, Allied Nevada filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission and is currently responding to the Commission's comments on the Form 10 registration statement. The registration will not be complete until the comment process has concluded, which Vista currently anticipates will occur during the first quarter of 2007, with the transaction expected to close shortly thereafter.
About Vista Gold Corp.
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Company's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the Mt. Todd project in Australia, the Amayapampa project in Bolivia and the Awak Mas project in Indonesia.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Vista expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of Vista's or Allied Nevada's businesses, operations, plans and other such matters are forward-looking statements. When used in this press release, the words "estimate," "plan," "anticipate," "expect," "intend," "believe" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vista and Allied Nevada, including anticipated consequences of the contemplated transaction described herein, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks that Vista's or Allied Nevada's acquisition, exploration and property advancement efforts will not be successful; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; uncertainties concerning reserve and resource estimates; potential effects on Vista's or Allied Nevada's operations of environmental regulations in the countries in which they operate; risks due to legal proceedings; uncertainty of being able to raise capital on favorable terms or at all; and risks that may affect Vista's ability to complete the contemplated transaction described herein including risks that Vista may be unable to obtain required third party approvals; as well as those factors discussed in Vista's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. Although Vista has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Vista assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Gregory G. Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com.
SOURCE: Vista Gold Corp.
CONTACT: Gregory G. Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Announces Loan Agreement With Luzon Minerals Ltd.
Vista Gold Corp. (AMEX: VGZ) Toronto ("Vista") announced today that, subject to a number of conditions, it has agreed to loan up to U.S.$200,000 by way of a 90 day term loan to Luzon Minerals Ltd. (CDNX: LZN) ("Luzon") for Luzon to pay down debts already incurred and ongoing expenses in connection with the Amayapampa Project and Luzon's Lipichi project both located in Bolivia. In addition, Vista recently entered into a letter of understanding with Luzon and Republic Gold Limited (Luzon's strategic partner) to reconstitute the affairs of Luzon to ensure that Luzon's strategic development is advanced in the best interest of its shareholders. As part of Luzon's reconstitution, Michael Richings, the President and Chief Executive Officer of Vista, has agreed to be appointed as a director of Luzon. As previously announced, Vista entered into an agreement with Luzon pursuant to which Vista agreed to sell its interest in the Amayapampa Project to Luzon.
Vista, based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. Vista's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the Amayapampa project in Bolivia, the Awak Mas project in Indonesia, and the Mt. Todd project in Australia.
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Vista expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, operations, plans and other such matters are forward-looking statements. When used in this press release, the words "estimate", "plan", "anticipate", "expect", "intend", "believe" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vista to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks that Vista's acquisition, exploration and property advancement efforts will not be successful; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; uncertainties concerning reserve and resource estimates; potential effects on Vista's operations of environmental regulations in the countries in which it operates; risks due to legal proceedings; and uncertainty of being able to raise capital on favorable terms or at all; as well as those factors discussed in Vista's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. Although Vista has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Vista assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Announces Agreement to Extend Payment Deadline and Enter Into New Agreement with Luzon Minerals Ltd. for Option on Amayapampa Project, Bolivia
Vista Gold Corp. (AMEX: VGZ) Toronto ("Vista") announced today that, subject to board approval and satisfaction of a number of other conditions, it has reached an agreement with Luzon Minerals Ltd. (LZN-V) ("Luzon") to extend the deadline for Luzon to make the US$2.6 million cash payment currently payable to Vista by Luzon on December 6, 2006 to January 30, 2007. The agreement to extend the deadline set under the terms of the existing purchase option agreement between Vista and Luzon (as previously announced by Vista) is subject to satisfaction of the conditions described below. If these conditions are satisfied, the existing purchase option agreement will be replaced with a new option agreement substantially on the terms described below. If these conditions are not satisfied, the existing purchase option agreement will remain in effect and the US$2.6 million payment will be payable on January 30, 2007. Under the existing agreement, Luzon will not acquire title to the project until all payments have been made.
The agreement to extend the payment deadline is subject to the following conditions:
1. Luzon immediately restructure its board of directors to, among other
things, include a director nominated by Vista.
2. By no later than January 30, 2007, Luzon will have:
(a) demonstrated to the satisfaction of Vista that it has management
in place to undertake technical and on-site management of the
Amayapampa project;
(b) arranged sufficient funding, or have established and approved a
funding plan acceptable to Vista, to fund project and corporate
activities sufficient to complete the option period;
(c) executed a new option agreement with Vista to replace the existing
purchase option agreement that sets out the terms on which Vista
agreed to sell, and Luzon agreed to buy, the Amayapampa project
from Vista. Under the new option agreement, Vista would grant
Luzon an 18-month option to purchase a 90% interest in Vista's
interests in the Amayapampa project, on substantially the terms
described below. The consideration for the option will be:
(i) the payments and shares already received as part of the
existing agreement;
(ii) a monthly payment of US$20,000 payable during the option
period in cash or shares of Luzon;
(iii) payment to Vista of all outstanding accounts receivable to
be made on closing; and
(iv) the assumption of all future holding costs, including rents,
legal fees, etc. for the Amayapampa project and resumption
by Luzon of project management and site activities.
The purchase price will consist of the following:
(v) The delivery of a Canadian National Instrument 43-101
compliant bankable feasibility study within six months of
the effective date of the new option agreement.
(vi) The arrangement for the 100% financing of the construction,
including all working capital (through to commercial
production), of the Amayapampa mine within 18 months of the
effective date.
(vii) Payment to Vista of a net smelter royalty, graduated for
gold price, to be negotiated between the parties, but
substantially similar to the royalty in the existing
agreement.
Other terms will be negotiated, but will include a requirement that
until the mine has been in commercial production for two years, Vista
will be entitled to nominate a director to Luzon's board of directors.
Vista understands that Luzon issued a press release earlier today regarding the matters described above. The press release issued by Luzon did not accurately reflect the terms of the agreement reached between Vista and Luzon. Vista understands that Luzon intends to issue a press release to clarify the terms of the agreement reached.
Vista, based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. Vista's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the Amayapampa project in Bolivia, the Awak Mas project in Indonesia, and the Mt. Todd project in Australia.
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Vista expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, operations, plans and other such matters are forward-looking statements. When used in this press release, the words "estimate", "plan", "anticipate", "expect", "intend", "believe" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vista to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks that Vista's acquisition, exploration and property advancement efforts will not be successful; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; uncertainties concerning reserve and resource estimates; potential effects on Vista's operations of environmental regulations in the countries in which it operates; risks due to legal proceedings; and uncertainty of being able to raise capital on favorable terms or at all; as well as those factors discussed in Vista's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. Although Vista has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Vista assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Announces Final Court Approval of Proposed Arrangement
Vista Gold Corp. (Amex: VGZ; TSX) ("Vista") announced today that the Supreme Court of the Yukon Territory has granted its final order approving the plan of arrangement that, if completed, will result in Vista transferring its existing Nevada properties into a recently incorporated company, Allied Nevada Gold Corp. ("Allied Nevada"), which will concurrently acquire the Nevada mineral assets of Carl and Janet Pescio. The closing of the transaction is subject to the satisfaction or waiver of a number of conditions customary in a transaction of this nature. The arrangement is expected to close in December 2006.
Vista, based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. Vista's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the Amayapampa project in Bolivia, the Awak Mas project in Indonesia, and the Mt. Todd project in Australia.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Vista expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of Vista's or Allied Nevada's businesses, operations, plans and other such matters are forward-looking statements. When used in this press release, the words "estimate," "plan," "anticipate," "expect," "intend," "believe" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vista and Allied Nevada, including anticipated consequences of the contemplated transaction described herein, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks that Vista's or Allied Nevada's acquisition, exploration and property advancement efforts will not be successful; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; uncertainties concerning reserve and resource estimates; potential effects on Vista's or Allied Nevada's operations of environmental regulations in the countries in which they operate; risks due to legal proceedings; uncertainty of being able to raise capital on favorable terms or at all; and risks that may affect Vista's ability to complete the contemplated transaction described herein including risks that Vista may be unable to obtain required third party approvals; as well as those factors discussed in Vista's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. Although Vista has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Vista assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Gregory G. Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com
SOURCE: Vista Gold Corp.
CONTACT: Gregory G. Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Rescheduling of Court Hearing to Approve Arrangement
Vista Gold Corp. (Amex: VGZ; TSX) announced today its application to the Supreme Court of the Yukon Territory to approve the proposed arrangement which, if completed, will result in Vista transferring its existing Nevada properties into a recently incorporated company, Allied Nevada Gold Corp., which will concurrently acquire the Nevada mineral assets of Carl and Janet Pescio, has been rescheduled from today to Wednesday, November 29, 2006.
Completion of the arrangement remains subject to a number of conditions, including approval of the Supreme Court of the Yukon Territory. Vista currently expects the transaction to close in December 2006. Vista will provide further updates on the expected timing of the proposed arrangement in the near future.
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Company's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the Mt. Todd project in Australia, the Amayapampa project in Bolivia and the Awak Mas project in Indonesia.
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Vista expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of Vista's or Allied Nevada's businesses, operations, plans and other such matters are forward-looking statements. When used in this press release, the words "estimate", "plan", "anticipate", "expect", "intend", "believe" and similar expressions are intended to identify forward-looking statements. The statements made in this press release about the anticipated impact the contemplated transaction described herein may have on the operations of Vista or Allied Nevada, as well as the benefits expected to result from the contemplated transaction, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vista and Allied Nevada, including anticipated consequences of the contemplated transaction described herein, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks that Vista's or Allied Nevada's acquisition, exploration and property advancement efforts will not be successful; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; uncertainties concerning reserve and resource estimates; potential effects on Vista's or Allied Nevada's operations of environmental regulations in the countries in which they operate; risks due to legal proceedings; uncertainty of being able to raise capital on favorable terms or at all; and risks that may affect Vista's ability to complete the contemplated transaction described herein including risks that Vista may be unable to obtain required securityholder, court of third party approvals; as well as those factors discussed in Vista's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. Although Vista has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Vista assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Announces Results of Securityholders' Votes Relating to Proposed Arrangement
Vista Gold Corp. (Amex: VGZ; TSX) ("Vista") announced today that its shareholders, optionholders and warrantholders (collectively, "Securityholders") have voted to approve the previously announced transaction which, if completed, will result in Vista transferring its existing Nevada properties into a recently incorporated company, Allied Nevada Gold Corp. ("Allied Nevada"), which will concurrently acquire the Nevada mineral assets of Carl and Janet Pescio. Under the proposed transaction, Vista's shareholders will exchange their existing common shares of Vista and will receive new common shares of Vista and common shares of Allied Nevada. Vista's optionholders will exchange their options for options to acquire new common shares of Vista and options to acquire common shares of Allied Nevada. Finally, Vista's warrantholders will have their warrants adjusted in accordance with the terms of the warrants. Vista believes that the current market price of its common shares does not adequately reflect the underlying value of its Nevada properties. By transferring its Nevada properties to Allied Nevada and combining them with the Nevada-based assets of the Pescios to create a single, Nevada-focused gold company, Vista believes that its shareholders will be more likely to realize the value of those underlying assets over time.
The total number of common shares of Allied Nevada available for distribution to Vista's shareholders cannot be determined until immediately prior to the effective time of the proposed transaction. As disclosed in the information circular previously delivered to Securityholders, the number of Allied Nevada shares available for distribution will be 27,500,000 (out of a total of 39,500,000 common shares of Allied Nevada expected to be issued at closing), less the number of common shares: (a) issuable to current holders of Vista options upon the exercise of Allied Nevada options issued to them under the Arrangement; and (b) withheld by Vista to facilitate payment of taxes payable by Vista as a result of the completion of the transaction. Shareholders should refer to page 30 of the information circular under the heading "Treatment of Vista Shares" for more information on how these amounts will be calculated, including a sample calculation of these amounts making certain assumptions about the value of the Vista common shares, the Allied Nevada common shares and the U.S./Canadian exchange rate at the relevant time. Vista will confirm the actual number of Allied Nevada shares to be distributed to Vista shareholders in a press release to be issued in connection with the completion of the transaction.
At a special meeting held earlier today, the transaction was approved by the required majorities: (a) 89.29% of the votes cast by all Securityholders; and (b) 93.42% of votes cast solely by Vista's shareholders. The votes of holders of options and warrants were included in the vote of the Securityholders and no separate class vote was conducted for those holders. Nonetheless, 100% of votes cast by Vista's optionholders voted in favour of the transaction and 51.13% of the votes cast by Vista's warrantholders voted against the transaction.
Completion of the transaction remains subject to a number of conditions, including approval of the Supreme Court of the Yukon Territory. An application for court approval is scheduled to be heard by the Supreme Court of the Yukon Territory on November 20, 2006 at 1:30 p.m. (local time in Whitehorse). Vista currently expects the transaction to close in December 2006.
Letters of Transmittal were mailed to registered shareholders of Vista on or about October 20, 2006. If you are a registered shareholder and have not received a Letter of Transmittal, please contact Computershare Investor Services Inc. at 1-866-249-7775 to obtain a Letter of Transmittal. Copies are also available on the Internet at www.sedar.com. Completed Letters of Transmittal, along with certificates representing your existing Vista shares, must be submitted in accordance with the instructions in the Letter of Transmittal in order to ensure you receive the securities you are entitled to receive under the transaction.
If you are a non-registered shareholder of Vista, you will likely not have received a Letter of Transmittal. You should contact your broker or other financial intermediary through whom your common shares of Vista are held as soon as possible to discuss what documentation must be completed and what other steps are required to be taken in order to ensure you receive the securities you are entitled to receive under the transaction.
About Vista
Vista, based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. Vista's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the Amayapampa project in Bolivia, the Awak Mas project in Indonesia, and the Mt. Todd project in Australia.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Vista expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of Vista's or Allied Nevada's businesses, operations, plans and other such matters are forward-looking statements. When used in this press release, the words "estimate", "plan", "anticipate", "expect", "intend", "believe" and similar expressions are intended to identify forward-looking statements. The statements made in this press release about the anticipated impact the contemplated transaction described herein may have on the operations of Vista or Allied Nevada, as well as the benefits expected to result from the contemplated transaction, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vista and Allied Nevada, including anticipated consequences of the contemplated transaction described herein, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks that Vista's or Allied Nevada's acquisition, exploration and property advancement efforts will not be successful; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; uncertainties concerning reserve and resource estimates; potential effects on Vista's or Allied Nevada's operations of environmental regulations in the countries in which they operate; risks due to legal proceedings; uncertainty of being able to raise capital on favorable terms or at all; and risks that may affect Vista's ability to complete the contemplated transaction described herein including risks that Vista may be unable to obtain required securityholder, court of third party approvals; as well as those factors discussed in Vista's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. Although Vista has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Vista assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Gregory G. Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com
SOURCE: Vista Gold Corp.
CONTACT: Gregory G. Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Third Quarter Financial Results
Vista Gold Corp. (TSX: VGZ; Amex) announced today its financial results for the quarter and nine-months ended September 30, 2006, as filed on November 14, 2006, with the US Securities and Exchange Commission and with the relevant securities commissions in Canada in the Corporation's Quarterly Report on Form 10-Q. Vista reported a consolidated net loss for the three-month period ended September 30, 2006, of US$1.4 million or US$0.05 per share compared to a consolidated net loss of US$1.0 million or US$0.05 per share for the same period in 2005. The Corporation's consolidated net loss for the nine-month period ended September 30, 2006, was US$3.4 million or US$0.14 per share compared to a consolidated net loss of US$3.4 million or US$0.19 per share for the same period in 2005. The net losses for the three-month and nine-month periods were minimally different from those for the prior-year periods, primarily reflecting slight increases in stock-based compensation expense of US$0.5 million in the three-month period.
Net cash used for operations was US$1,113,000 for the three-month period ended September 30, 2006, compared to US$957,000 for the same period in 2005. Cash used in operations was US$3,259,000 for the nine-month period ended September 30, 2006, compared to US$2,776,000 for the same period in 2005. The increase of US$156,000 for the three-month period can be attributed to an increased net loss of US$391,000, an increase in cash used for accounts receivable of US$102,000 and an increase in supplies inventory, prepaids and other of US$536,000, partially offset by an aggregate increase of non-cash items of US$519,000 and a reduction in accounts payable of US$354,000. The increase of US$483,000 for the nine-month period can be attributed to an increased consolidated net loss of US$17,000, an increase in cash used for accounts receivable of US$455,000 and an increase in supplies inventory, prepaids and other of US$613,000, partially offset by an aggregate increase of non-cash items of US$435,000 and a reduction of accounts payable of US$164,000. For both the three and nine-month periods, the increase in supplies and prepaids is mostly due to costs of US$727,995 incurred in connection with the proposed transaction that will result in the transfer of the Corporation's Nevada based properties into the recently incorporated company, Allied Nevada Gold Corp., and the acquisition by Allied Nevada of the Nevada-leased mineral assets of Carl and Janet Pescio.
Net cash used for investing activities increased to US$960,000 for the three-month period ended September 30, 2006, compared to US$533,000 for the same period in 2005. Net cash used for investing activities increased to US$3,239,000 for the nine-month period ended September 30, 2006, compared to US$2,761,000 for the same period in 2005. The respective increases of US$427,000 and US$478,000 from the three and nine-month periods are primarily due to increases in capital expenditures for the Corporation's mineral properties which are primarily the result of an exploration program that the Corporation is undertaking at the Maverick Springs project and an option payment that was made in August for the Guadalupe de los Reyes project. Also during the three and nine-month periods, plant and equipment expenditures increased, which was mostly due to an increase in purchases at the Awak Mas project.
Net cash provided by financing activities was US$1,082,000 in the three-month period ended September 30, 2006 compared to US$7,245,000 for the same period in 2005. For the 2006 period, warrant exercises provided cash of US$763,000 and stock option exercises provided cash of US$319,000. All proceeds raised during the 2005 three-month period were from a private placement financing completed in September 2005 that provided net cash proceeds of US$7,245,000. Net cash provided by financing activities was US$26,372,000 for the nine-month period ended September 30, 2006 compared to US$7,643,000 for the same period in 2005. For the 2006 period, a private placement financing completed in February 2006 provided net cash proceeds of US$3,184,000 warrant exercises provided cash of US$22,390,000 and stock option exercises provided cash of US$798,000. The amounts raised in the 2005 nine-month period were from the September 2005 private placement as discussed, and from exercises of warrants in the amount of US$373,000 and exercises of stock options in the amount of US$25,000.
The financial position of the Corporation included current assets at September 30, 2006, of US$24.0 million compared to US$3.1 million at December 31, 2005, and total assets at September 30, 2006, of US$62.7 million compared to US$38.0 million at December 31, 2005.
Current liabilities were US$0.6 million at September 30, 2006, approximately the same as at December 31, 2005 of US$0.5 million. Total liabilities at September 30, 2006, were US$4.8 million, compared to US$4.6 million at December 31, 2005. Shareholders' equity at September 30, 2006, was US$57.9 million compared to US$33.4 million at December 31, 2005.
The Corporation's working capital as of September 30, 2006 was US$23.4 million compared to US$2.6 million at December 31, 2005.
The selected financial data including the results of operations for the three-month and nine-month periods ended September 30, 2006 compared to 2005, and the financial position as at September 30, 2006 compared to December 31, 2005 is summarized in the following table:
Selected Financial Data Three Months Ended Nine Months Ended
September 30, September 30,
2006 2005 2006 2005
U.S. $000's, except
loss per share
Results of operations
Net loss $(1,361) $(970) $(3,395) $(3,378)
Basic and diluted
loss per share (0.05) (0.05) (0.14) (0.19)
Net cash used in
operations (1,113) (957) (3,259) (2,776)
Net cash used in
investing activities (960) (533) (3,239) (2,761)
Net cash provided by
financing activities 1,082 7,245 26,372 7,643
Financial position September 30, December 31,
2006 2005
Current assets $24,017 $3,094
Total assets 62,675 37,999
Current liabilities 631 452
Total liabilities 4,768 4,596
Shareholders' equity 57,907 33,403
Working capital 23,386 2,642
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Company's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the Mt. Todd project in Australia, the Amayapampa project in Bolivia and the Awak Mas project in Indonesia.
The statements that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties that could cause actual results to vary materially from targeted results. Such risks and uncertainties include those described from time to time in the Corporation's periodic reports, including its latest annual report on Form 10-K filed and Quarterly Report in Form 10-Q and other documents with the U.S. Securities and Exchange Commission and with the relevant securities commissions in Canada. The Corporation assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Results From a Preliminary Assessment of Its Yellow Pine Gold Project, Idaho
Vista Gold Corp. (TSX: VGZ; Amex) is pleased to announce results from a preliminary assessment at its Yellow Pine project in Valley County, Idaho, that is expected to be completed in November 2006, by Pincock Allen & Holt ("PAH") of Lakewood, Colorado, in accordance with Canadian National Instrument 43-101 standards under the direction of Richard Lambert, P.E. and Barton Stone, P.G., both independent qualified persons. This preliminary assessment will be filed on SEDAR by the Corporation.
The Yellow Pine project is located in the Salmon River Mountains of central Idaho in an area of historical gold, antimony and tungsten mining know as the Stibnite or Yellow Pine Mining District. The district is located about 60 miles east of McCall, Idaho, and 10 miles southeast of the small settlement of Yellow Pine, Idaho. Historically, the mine has produced about 700,000 ounces of gold from a combination of byproduct gold from tungsten and antimony mining and more recent heap-leach production from oxide ore. The remaining mineral resource consists of sulfide mineralization lying below and along strike from the existing open pit.
PAH reviewed the mineral resources it had estimated in a report completed on November 17, 2003, in compliance with NI 43-101 standards, the results of which were previously reported by Vista in a press release dated November 19, 2003, and confirmed the estimates are still valid. At a cutoff grade of 0.025 ounces of gold per ton, the mineral resources are:
Short Tons Grade Contained Gold
(000s) (ounces per ton) Ounces
Measured resources(1) 16,332 0.070 1,147,000
Indicated resources(1) 17,503 0.061 1,071,000
Measured and indicated
resources(1) 33,835 0.066 2,218,000
Inferred resources(2) 16,047 0.051 819,000
1) Cautionary Note to U.S. Investors concerning estimates of Measured and
Indicated Resources: This table uses the terms "measured resources" and
"indicated resources." We advise U.S. investors that while these terms
are recognized and required by Canadian regulations, the U.S.
Securities and Exchange Commission does not recognize them. U.S.
investors are cautioned not to assume that any part or all of mineral
deposits in these categories will ever be converted into reserves.
2) Cautionary Note to U.S. Investors concerning estimates of Inferred
Resources: This table uses the term "inferred resources." We advise
U.S. investors that while this term is recognized and required by
Canadian regulations, the U.S. Securities and Exchange Commission does
not recognize it. "Inferred resources" have a great amount of
uncertainty as to their existence, and great uncertainty as to their
economic and legal feasibility. It cannot be assumed that all or any
part of an inferred mineral resource will ever be upgraded to a higher
category. Under Canadian rules, estimates of inferred mineral
resources may not form the basis of a feasibility study or
prefeasibility studies, except in rare cases. U.S. investors are
cautioned not to assume that any part or all of an inferred resource
exists or is economically or legally minable.
In undertaking the preliminary assessment, PAH considered the economic and technical parameters associated with development of the mineral resources by open-pit mining. The study, based on PAH's review of previous technical studies and their own work, determined the best treatment approach would be an on-site plant to produce a flotation concentrate that would be refined off-site. The potential development would produce an estimated 1.9 million ounces of gold over a 10-year life.
The total capital cost over the project life was estimated by PAH to be US$170 million and preproduction capital was estimated by PAH to be US$150 million. According to the PAH study, at long-term gold prices over US$550 per ounce, the project appears to be viable. PAH estimated that at a gold price of US$630 per ounce, the Yellow Pine project demonstrates favorable economics, with a net cash flow of US$266 million, a net present value of US$126 million at a 5% discount rate and an internal rate of return of 19%. The preliminary assessment is preliminary in nature and includes inferred mineral resources (3% inferred and 97% measured and indicated) that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary assessment will be realized. Mineral resources and that are not mineral reserves do not have demonstrated economic viability.
Mike Richings, President and CEO, commented, "Most investors are aware that Vista plans to enter into a transaction that will result in the transfer of our Nevada-based properties into our newly incorporated, wholly-owned subsidiary, Allied Nevada Gold Corp. and the acquisition by Allied Nevada of the Nevada-based mineral assets of Carl and Janet Pescio. As part of this transaction, which is subject to receipt of shareholder, regulatory and other required approvals, Vista would distribute most of its Allied Nevada common stock to our shareholders, all pursuant to the terms of an Arrangement Agreement among Vista, Allied Nevada and the Pescios as previously disclosed. We believe that the current market price of our securities does not adequately reflect the underlying value of our Nevada properties. By transferring these Nevada assets to Allied Nevada and the acquisition of the Nevada-based assets of the Pescio Group by Allied Nevada to create a single, Nevada-focused gold company, we believe that our shareholders will be more likely to realize the value of those underlying assets over time. The results of the PAH study on Yellow Pine, together with the earlier released results on a more detailed study at Paredones Amarillos as presented in the Corporation's press release dated January 30, 2006, supports management's belief that substantial value would remain in Vista following the transaction. We are planning to complete a similar study on the Mt. Todd project before the end of the year and a detailed feasibility study on the Awak Mas project in 2007."
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de Los Reyes projects in Mexico, the Amayapampa project in Bolivia, the Awak Mas project in Indonesia, and the Mt. Todd project in Australia.
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Vista expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of Vista's or Allied Nevada's businesses, operations, plans and other such matters are forward-looking statements. When used in this press release, the words "estimate," "plan," "anticipate," "expect," "intend," "believe" and similar expressions are intended to identify forward-looking statements. The statements made in this press release about reserve and resource estimates, gold prices, production costs and estimated project economics, are forward- looking statements. Other forward-looking statements include but are not limited to those with respect to the anticipated impact the contemplated transaction described herein may have on the operations of Vista or Allied Nevada, as well as the benefits expected to result from the contemplated transaction. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vista and Allied Nevada, including anticipated consequences of the contemplated transaction described herein, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks that Vista's or Allied Nevada's acquisition, exploration and property advancement efforts will not be successful; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; uncertainties concerning reserve and resource estimates and related economic analyses; potential effects on Vista's or Allied Nevada's operations of environmental regulations in the countries in which they operate; risks due to legal proceedings; uncertainty of being able to raise capital on favorable terms or at all; and risks that may affect Vista's ability to complete the proposed transaction including risks that Vista may be unable to obtain required securityholder, court or third party approvals; as well as those factors discussed in Vista's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. Although Vista has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Vista assumes no obligation to publicly update any forward- looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com.
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Closing of Public Offering of Common Shares
Vista Gold Corp. (TSX & Amex: VGZ) (the "Company") announced today the closing of its public offering (the "Offering") of 3,668,100 of its common shares at a price to the public of US$8.50 per share, resulting in net proceeds to the Company of approximately US$29.6 million after payment of agents' fees but excluding estimated offering expenses. The Company also issued, as additional consideration to the agents, compensation warrants entitling the agents to purchase an aggregate of 183,405 common shares of the Company at a price of US$8.50 per share for a period of two years following the closing date. All of the shares were offered on a best efforts agency basis pursuant to an effective shelf registration statement previously filed with the U.S. Securities and Exchange Commission (the "SEC"). The Company had also previously filed a base shelf prospectus with the securities regulatory authorities in the provinces of British Columbia, Alberta, Manitoba and Ontario, Canada in connection with the Offering.
The Company expects to use the proceeds of the Offering to finance the previously-announced transaction involving the transfer of the Company's Nevada-based properties into a new publicly-listed company and the acquisition by that new company of the Nevada-based mining assets of Carl and Janet Pescio, and for general working capital and general corporate purposes.
Sprott Securities (USA) Limited and Griffiths McBurney Corp. acted as agents in respect of the Offering in the United States and Sprott Securities Inc. and GMP Securities, L.P. acted as agents in respect of the Offering in Canada. Copies of the final prospectus supplements and the base shelf prospectuses may be obtained from Sprott Securities Inc. (attn: Susan Samila- Moroz), Suite 2800, South Tower, Royal Bank Plaza, Toronto, Ontario, M5J 2J2, Tel# (416) 943-6405 and Fax # (416) 943-6496. The final prospectus supplement and the base prospectus relating to the Offering filed with the SEC are also available on the SEC's website at http://www.sec.gov/. Copies of any prospectus supplements filed with the securities regulatory authorities in Canada are available, along with the Canadian base shelf prospectus, at http://www.sedar.com/.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy common shares, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Vista Gold Corp.
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Company's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the Mt. Todd project in Australia, the Amayapampa project in Bolivia and the Awak Mas project in Indonesia.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements. The timing, occurrence and results of events could differ materially from those anticipated in the forward-looking statements as a result of risks and uncertainties, which include, without limitation, risks relating to fluctuations in the price of gold and uncertainties concerning reserve and resource estimates, as well as those factors discussed in the Company's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those described in forward- looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at http://www.vistagold.com/.
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier, +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Pricing of Public Offering of Common Shares
Vista Gold Corp. (AMEX: VGZ) Toronto (the "Company") announced today that it has priced a public offering (the "Offering") of a minimum of US$25 million and a maximum of US$32 million of its common shares at a price to the public of US$8.50 per share. The closing of the Offering is expected to take place on November 7, 2006, subject to the satisfaction of customary closing conditions. All of the shares are being offered on a best efforts agency basis pursuant to an effective shelf registration statement previously filed with the U.S. Securities and Exchange Commission. The Company has also previously filed a base shelf prospectus with the securities regulatory authorities in the provinces of British Columbia, Alberta, Manitoba and Ontario, Canada in connection with the Offering.
The Company expects to use the proceeds of the Offering to finance the previously-announced transaction involving the transfer of the Company's Nevada based properties into a new publicly-listed company and the acquisition by that new company of the Nevada based mining assets of Carl and Janet Pescio, and for general working capital and general corporate purposes.
Sprott Securities (U.S.A.) Limited is acting as lead agent in respect of the Offering.
Copies of the final prospectus supplements, once filed, and the base shelf prospectuses may be obtained from Sprott Securities Inc. (attn: Susan Samila-Moroz), Suite 2800, South Tower, Royal Bank Plaza, Toronto, Ontario, M5J 2J2, Tel# (416) 943-6405 and Fax # (416) 943-6496. When a final prospectus supplement relating to the Offering has been filed with the SEC, it will be available along with the base prospectus filed with the SEC in connection with the shelf registration, on the SEC's website at http://www.sec.gov/. Copies of any prospectus supplements filed with the securities regulatory authorities in Canada will be available, along with the Canadian base shelf prospectus, on the internet at http://www.sedar.com/.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy common shares nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Vista Gold Corp.
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Company's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the Mt. Todd project in Australia, the Amayapampa project in Bolivia and the Awak Mas project in Indonesia.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Vista expects or anticipates will or may occur in the future, including those relating to the proposed equity financing by Vista, are forward-looking statements. The timing, occurrence and results of events could differ materially from those anticipated in the forward-looking statements as a result of risks and uncertainties, which include, without limitation, capital market conditions, risks relating to fluctuations in the price of gold and uncertainties concerning reserve and resource estimates, as well as those factors discussed in Vista's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. Although Vista has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Vista assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com.
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Interim Order and Mailing of Meeting Materials in Connection With Proposed Transaction
Vista Gold Corp. (Amex: VGZ; TSX) announced today that on October 17, 2006, the Corporation obtained an interim order from the Supreme Court of the Yukon Territory in connection with the holding of a meeting of securityholders of the Corporation to approve matters related to the previously announced transaction which, if completed, will result in Vista transferring its existing Nevada properties into a recently incorporated company, Allied Nevada Gold Corp. ("Allied Nevada"), that will concurrently acquire the Nevada mineral assets of Carl and Janet Pescio.
The proposed transaction will be considered by holders of shares, options and warrants of the Corporation at the special meeting of the Corporation scheduled for November 16, 2006 (previously scheduled for November 15, 2006). The Information and Proxy Circular relating to the special meeting was delivered to securityholders on October 20, 2006. A copy of the materials delivered to securityholders is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml.
Under the proposed transaction, Vista's shareholders will exchange their existing common shares of Vista and will receive new common shares of Vista and common shares of Allied Nevada. Holders of options to acquire Vista common shares will exchange their options for options to acquire new common shares of Vista and options to acquire common shares of Allied Nevada. Holders of warrants of Vista will have their warrants adjusted in accordance with the terms of the warrants.
Completion of the transaction remains subject to a number of conditions, including receipt of all required court, securityholder, regulatory and third party approvals and other customary conditions. Subject to receipt of the required approvals and conditions, the transaction is expected to close in late November or in December, 2006.
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the Amayapampa project in Bolivia, the Awak Mas project in Indonesia, and the Mt. Todd project in Australia.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Vista expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of Vista's or Allied Nevada's businesses, operations, plans and other such matters are forward-looking statements. When used in this press release, the words "estimate," "plan," "anticipate," "expect," "intend," "believe" and similar expressions are intended to identify forward-looking statements. The statements made in this press release about the anticipated impact the contemplated transaction described herein may have on the operations of Vista or Allied Nevada, as well as the benefits expected to result from the contemplated transaction, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vista and Allied Nevada, including anticipated consequences of the contemplated transaction described herein, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks that Vista's or Allied Nevada's acquisition, exploration and property advancement efforts will not be successful; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; uncertainties concerning reserve and resource estimates; potential effects on Vista's or Allied Nevada's operations of environmental regulations in the countries in which they operate; risks due to legal proceedings; uncertainty of being able to raise capital on favorable terms or at all; and risks that may affect Vista's ability to complete the contemplated transaction described herein including risks that Vista may be unable to obtain required securityholder, court or third party approvals; as well as those factors discussed in Vista's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. Although Vista has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Vista assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Gregory G. Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com.
SOURCE: Vista Gold Corp.
CONTACT: Gregory G. Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Filing of Technical Reports for Various Properties and a Resource Estimate for the Amayapampa Project, Bolivia
Vista Gold Corp. (AMEX: VGZ) Toronto is pleased to announce that, in connection with the preparation of a Management Information and Proxy Circular to be delivered to its securityholders for the meeting being held to approve matters relating to the previously announced transaction that will result in the transfer of the Corporation's Nevada based properties into a recently incorporated company and the acquisition by that new company of the Nevada based mineral assets of Carl and Janet Pescio, it has filed updated technical reports, prepared in accordance with Canadian National Instrument 43-101, for six of the Nevada mineral properties to be transferred by Vista to the new company, Allied Nevada Gold Corp. ("Allied Nevada"), and new NI 43-101 compliant technical reports for 19 of the 53 Nevada mineral properties in which the Pescios currently hold interests. There has been no material change in the information contained in the updated technical reports for Vista's existing Nevada properties from information disclosed in previous reports for those properties.
The updated technical reports for Vista's properties relate to the Hycroft mine and the Wildcat, Maverick Springs, Mountain View, Hasbrouck and Three Hills projects. The new technical reports for the properties underlying the interests to be acquired from the Pescios relate to the Beowawe, Cobb Creek, Dixie Flats, Dome, Wild Horse, Eden, Elder Creek, NAD, North Carlin, North Mill Creek, Pony Creek, Switch, Six Mile, Toy, Tusk, Rock Creek, Santa Renia, South Silver Cloud, Tonka and Woodruff properties. The reports may be viewed on SEDAR at www.sedar.com under Vista Gold Corp. and also under Allied Nevada Gold Corp.
In addition, Vista has filed an updated scoping study containing a mineral resource analysis for the Amayapampa project, a project located 186 miles southeast of La Paz, Bolivia, that was completed on September 21, 2006 by GR Technical Services Ltd. of Calgary, Alberta and Giroux Consultants Limited of Vancouver, British Columbia in accordance with Canadian National Instrument 43-101. The Amayapampa project is being purchased by Luzon Minerals Ltd. ("Luzon") under terms and amended terms previously disclosed in press releases and summarized in Vista's 2005 annual report on Form 10-K. The resource estimate was completed in September 2005 for Luzon under the direction of Mr. G. H. Giroux, P.Eng., MA Sc., an independent qualified person, utilizing standard industry software and resource estimation methodology. The mineral resource data base contains 10,264 assay intervals from 45 core drill holes, 96 reverse circulation drill holes, and underground channel samples done by Da Capo Resources Ltd. and Vista between 1994 through 1997, with assaying by the Bondar Clegg laboratory in Oruro, Bolivia. The results of the study indicates that the known Amayapampa deposit, at a cutoff grade of 0.012 ounces gold per ton (0.4 grams per tonne), contains the gold resources shown in the following table.
Tons Tonnes Gold Gold Gold Ounces
(000's) (000's) (opt) (g/t) (000's)
Measured (1) 5,677 5,150 0.047 1.60 265
Indicated (1) 10,020 9,030 0.040 1.37 336
Inferred (2) 2,161 1,960 0.027 0.94 59
(1) Cautionary Note to U.S. Investors concerning estimates of Measured
Resources and Indicated Resources: This table uses the terms
"measured resources" and "indicated resources". We advise U.S.
investors that while these terms are recognized and required by
Canadian regulations, the U.S. Securities and Exchange Commission
does not recognize them. U.S. investors are cautioned not to assume
that any part or all of mineral deposits in these categories will
ever be converted into reserves.
(2) Cautionary Note to U.S. Investors concerning estimates of Inferred
Resources: This table uses the term "inferred resources". We advise
U.S. investors that while this term is recognized and required by
Canadian regulations, the U.S. Securities and Exchange Commission
does not recognize it. "Inferred resources" have a great amount of
uncertainty as to their existence, and great uncertainty as to their
economic and legal feasibility. It cannot be assumed that all or any
part of an inferred mineral resource will ever be upgraded to a
higher category. Under Canadian rules, estimates of inferred mineral
resources may not form the basis of a feasibility study or
prefeasibility studies, except in rare cases. U.S. investors are
cautioned not to assume that any part or all of an inferred resource
exists or is economically or legally minable.
The Amayapampa project is located along the east flank of a north-south trending regional anticline near the top of an Ordovician sequence of weakly metamorphosed Ordovician black argillites, quartzites, and siltites. Bedding dips are steep at 60 to 80 degrees west, with the east limb of the anticline being overturned and thus, also dipping steeply west. Gold occurs free and associated with sulfides in a northwest-trending structural zone in which quartz veins were emplaced then sheared prior to introduction of sulfides and gold mineralizing solutions. The overall dip of the mineralized envelope is 80 to 90 degrees to the west.
The mineral envelope is approximately 1,970 feet in strike length and 98 to 230 feet in width. The depth extent of continuous mineralization is in excess of 656 feet, although some mineralization is present below this depth. The deposit is defined by about 48 diamond drill holes; 96 reverse-circulation drill holes; and 315 underground channel samples totaling 17,585 feet from more than 200 accessible cross-cuts in 43 different levels and sub-levels extending over a vertical distance of 682 feet.
The scoping study for the Amayapampa project may be viewed on SEDAR at www.sedar.com under Vista Gold Corp.
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the Amayapampa project in Bolivia, the Awak Mas project in Indonesia, and the Mt. Todd project in Australia.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Vista expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of Vista's or Allied Nevada's businesses, operations, plans and other such matters are forward-looking statements. When used in this press release, the words "estimate", "plan", "anticipate", "expect", "intend", "believe" and similar expressions are intended to identify forward-looking statements. The statements made in this press release about the anticipated impact the contemplated transaction described herein may have on the operations of Vista or Allied Nevada, as well as the benefits expected to result from the contemplated transaction, are forward-looking statements. Other forward-looking statements include but are not limited to those with respect to reserve and resource estimates and production costs. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vista and Allied Nevada, including anticipated consequences of the contemplated transaction described herein, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks that Vista's or Allied Nevada's acquisition, exploration and property advancement efforts will not be successful; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; uncertainties concerning reserve and resource estimates; potential effects on Vista's or Allied Nevada's operations of environmental regulations in the countries in which they operate; risks due to legal proceedings; uncertainty of being able to raise capital on favorable terms or at all; and risks that may affect Vista's ability to complete the proposed spin-off transaction including risks that Vista may be unable to obtain required securityholder, court or third party approvals; as well as those factors discussed in Vista's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. Although Vista has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Vista assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com.
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Public Offering of Common Shares
Vista Gold Corp. (Amex: VGZ; TSX)(the "Company") announced today that it intends to file a preliminary prospectus supplement with the Securities and Exchange Commission (the "SEC") in connection with a proposed public offering (the "Offering"), subject to market and other conditions, of up to 4,000,000 of its common shares on a best efforts agency basis, and also will file a preliminary prospectus supplement to its existing US$32 million short form base shelf prospectus dated October 2, 2006 with the securities regulatory authorities in the provinces of British Columbia, Alberta, Manitoba and Ontario in connection with the Offering. The Company anticipates that Offering will consist of a minimum of US$25 million and a maximum of US$32 million in common shares of the Company.
The Company expects to use the proceeds of the Offering to finance the previously-announced transaction involving the transfer of the Company's Nevada based properties into a new publicly-listed company and the acquisition by that new company of the Nevada based mining assets of Carl and Janet Pescio, and for general working capital and general corporate purposes.
Sprott Securities Inc. will act as lead agent in respect of the Offering.
These shares will be issued pursuant to an effective shelf registration statement. This press release shall not constitute an offer to sell or a solicitation of an offer to buy common shares nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer, if at all, will be made only by means of a prospectus forming part of the effective registration statement and an accompanying prospectus supplement.
Copies of the preliminary prospectus supplements, once filed, and the base shelf prospectuses may be obtained from Sprott Securities Inc. (attn: Susan Samila-Moroz), Suite 2800, South Tower, Royal Bank Plaza, Toronto, Ontario, M5J 2J2, Tel# (416) 943-6401 and Fax # (416) 943-6496. When a prospectus supplement relating to the Offering has been filed with the SEC, it will be available along with the base prospectus filed with the SEC in connection with the shelf registration, on the SEC's website at http://www.sec.gov/. Copies of any prospectus supplements filed with the securities regulatory authorities in Canada will be available, along with the Canadian base shelf prospectus, on the internet at http://www.sedar.com/.
About Vista Gold Corp.
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de Los Reyes projects in Mexico, the Mt. Todd project in Australia, the Amayapampa project in Bolivia and the Awak Mas project in Indonesia.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Vista expects or anticipates will or may occur in the future, including those relating to the proposed equity financing by Vista, are forward-looking statements. The timing, occurrence and results of events could differ materially from those anticipated in the forward-looking statements as a result of risks and uncertainties, which include, without limitation, capital market conditions, risks relating to fluctuations in the price of gold and uncertainties concerning reserve and resource estimates, as well as those factors discussed in Vista's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. Although Vista has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Vista assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com.
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Appointment of Senior Officer
Vista Gold Corp. (AMEX: VGZ) Toronto is pleased to announce the appointment of Mr. Frederick H. Earnest as Senior Vice President, Project Development effective September 22, 2006. Mr. Earnest holds a B.S. in Mining Engineering from Colorado School of Mines. He has over 20 years experience in the mining industry, including management of engineering and technical services, general manager and, most recently, as President of Pacific Rim El Salvador, S.A. de C.V. At Pacific Rim, he was responsible for all Latin American operations including the development of the El Dorado project that, when completed, will be El Salvador's first commercial gold mine in 50 years and is expected to produce over 100,000 ounces of gold per year. At El Dorado, he had in-country involvement in community relations, environmental stewardship, permitting, government relations and feasibility preparation. Previously, as General Manager and Legal Representative for Compania Minera Dayton, he was responsible for the low-grade, heap-leach Andacollo gold operation in Chile that produced up to 135,000 ounces of gold per year. At Vista, his duties will include advancing the Corporation's projects toward production decisions, which will involve managing technical and feasibility studies, acquiring environmental permits, and negotiating with governmental officials and private landowners and stakeholders.
Mike Richings, Vista President and CEO, commented, "We are very happy to have Fred Earnest join us in this capacity. We see his experience and skills in developing and managing mines to be of great benefit as we advance Awak Mas, Mt. Todd, Paredones Amarillos, Yellow Pine and our other projects through the development and permitting pipeline towards production. As well, his experience and command of the Spanish language will be significant in advancing our Mexican projects."
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the Amayapampa project in Bolivia, the Awak Mas project in Indonesia, and the Mt. Todd project in Australia.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Vista expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of Vista's businesses, operations, plans and other such matters are forward-looking statements. When used in this press release, the words "estimate", "plan", "anticipate", "expect", "intend", "believe" and similar expressions are intended to identify forward-looking statements. The statements made in this press release about anticipated mine development and advancement are forward-looking statements. Other forward-looking statements include but are not limited to those with respect to future financings, reserve and resource estimates and production costs. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vista to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks that Vista's acquisition, exploration and property advancement efforts will not be successful; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; uncertainties concerning reserve and resource estimates; potential effects on Vista's operations of environmental regulations in the countries in which it operates; risks due to legal proceedings; and uncertainty of being able to raise capital on favorable terms or at all; as well as those factors discussed in Vista's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. Although Vista has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Vista assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com.
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Reports Progress on Nevada Spin-off Company
Vista Gold Corp. (AMEX: VGZ) Toronto is pleased to announce that its Board of Directors, and its Special Committee of independent directors, met today regarding the proposed transaction, previously announced in the Corporation's press release dated July 10, 2006, that would result in the spin-off of the Corporation's Nevada based properties into a new publicly-listed company and the acquisition by that new company of the Nevada based mineral assets of Carl and Janet Pescio (the "Pescios"). The Board approved the arrangement and merger agreement and other matters relating to the transaction. Securityholders of the Corporation will be asked to approve matters relating to the transaction at a meeting currently scheduled for November 15, 2006 (with a record date of October 10, 2006). In addition, the Corporation has confirmed that the name of the new company will be "Allied Nevada Gold Corp.", and announced the hiring of the President and Chief Executive Officer and the appointment of the initial board of directors, for the new company.
Completion of the transaction remains subject to a number of conditions, including receipt of all required court, shareholder, regulatory and third party approvals and certain other customary conditions. These conditions also include the requirement for Vista to complete an equity financing that raises proceeds of not less than US$25 million. The purpose of this funding is to provide the initial funding for Allied Nevada.
Subject to receipt of the required approvals, the transaction is currently expected to close in late November 2006.
If approved by shareholders, court and regulatory authorities, the formation of Allied Nevada will result in a company that controls or has royalty interests in approximately 190,000 acres of prospective patented and unpatented mining claims in known mineralized trends of Nevada, a war chest of funding to advance its exploration and development efforts, and income from advance minimum royalty payments. In addition to holding one of the largest mineral claim land positions in Nevada, Allied Nevada will hold the Hycroft mine, an advanced stage project, and other advanced exploration projects including Wildcat, Maverick Springs and Mountain View.
A highly experienced exploration and management mining team will be assembled under the direction of Mr. Scott Caldwell of Reno, Nevada, who was named President and CEO of the new company. He most recently held the position of Executive Vice President and COO of Kinross Gold Corporation, and also served on the Kinross Board of Directors for a number of years. In this capacity, Mr. Caldwell was a key member of the executive team that was involved in the growth and operating activities of Kinross. Prior to joining Kinross, Mr. Caldwell held various executive and senior management positions in the mining industry, and has extensive mine development, and operating expertise. Most notably, he was involved in the development of the Grasberg and Collahuasi copper projects. He holds a BS degree in Mining Engineering from the University of Arizona.
The proposed members of the board of directors of Allied Nevada include Robert Buchan, Scott Caldwell, W. Durand Eppler, Terry M. Palmer, Carl A. Pescio and Michael B. Richings. All have substantial experience in the mining industry. Initially, the directors are Scott Caldwell, Terry Palmer and Mike Richings. Additional information regarding the proposed board members and their related experience is set out below.
Terry M. Palmer, CPA, was with the major accounting firm of Ernst & Young for 36 years, the last 23 years as a partner. Specializing in mining companies, he was responsible for the accounts of several large mining companies based in Denver. In addition, he has advised clients in business and strategic planning, and merger and acquisition activities. He is a director and Chairman of the audit committee of Apex Silver Mines Limited.
Michael B. Richings was first appointed President and CEO of Vista Gold Corp. in June 1995 and served until he retired in September 2000. He resumed these duties in May 2004 following the sudden death of the then President/CEO. Mr. Richings has been a director of Vista since May 1995. He has held senior operating and development positions, including President of Lac South America, where in addition to responsibility for the El Indio gold mine, he oversaw the development and construction of the El Tambo gold mine. He is a mining engineer with an A.C.S.M. from Camborne School of Mines and M.Sc. from Queens University.
Robert Buchan has had a distinguished career in the mining industry starting in the areas of financial services and merchant banking. In 1993, he initiated the creation of Kinross Gold Corporation, which grew during his tenure to the seventh largest primary producer of gold in the world, with a market capitalization of U.S. $2.5 billion. Mr. Buchan left Kinross in 2005 and joined Quest Capital Corp. as Executive Chairman. He holds a degree in Mining Engineering from Herriot-Watt University in Edinburgh and an MS degree in Mineral Economics from Queen's University in Ontario.
W. Durand Eppler is the Chief Executive Officer of Sierra Partners, LLC, a Denver-based private investment group, and Chief Executive Officer and Director of Coal International Plc, a London Stock Exchange-listed coal mining and investment company. Previously, he served as Vice President of Newmont Mining Corporation from 1995-2004, following a 20-year career in resource banking, principally with the Chemical Banking Corporation in New York. He is a director of Vista Gold Corp. and Augusta Resource Corporation. Mr. Eppler received an MS degree in Mineral Economics from Colorado School of Mines and holds a BA from Middlebury College.
Carl A. Pescio started his career as a geologist with Kennecott Copper Corporation in 1974 and moved to Silver King Mines/Alta Gold Co., ultimately assuming the position of Vice President, Mining and Exploration. Mr. Pescio has mining operations and project development experience. In 1991, he became a prospector/property generator, and since that time, has become one of the largest private mining claim holders in Nevada. Mr. Pescio controls or holds royalty interests in 53 prospective Nevada gold exploration properties, covering approximately 220 square miles, and has joint venture/option agreements with senior, mid-tier and junior companies on 52 of the properties. Mr. Pescio is a director of Tornado Gold International Corp., a gold exploration company.
Mike Richings, Vista President and CEO, commented, "We are very excited for our shareholders to be at this point in time with the possible spin-off of a pure Nevada, pure gold play. The addition of Scott Caldwell as President of the new company, Allied Nevada Gold Corp., and the ongoing formation of its board of directors with their varied skills and experience in the mining industry is a big step forward for the new company. We look forward to exciting times ahead as Allied Nevada Gold Corp., with its anticipated large, prospective land package, moves into exploration, development and possibly gold production during a time of heightened interest in the gold industry in Nevada, which is widely recognized as the best place in the world to explore for and to mine gold."
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the Amayapampa project in Bolivia, the Awak Mas project in Indonesia, and the Mt. Todd project in Australia.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Vista expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of Vista's or Allied Nevada's businesses, operations, plans and other such matters are forward-looking statements. When used in this press release, the words "estimate", "plan", "anticipate", "expect", "intend", "believe" and similar expressions are intended to identify forward-looking statements. The statements made in this press release about the anticipated impact the contemplated transaction described herein may have on the operations of Vista or Allied Nevada, as well as the benefits expected to result from the contemplated transaction, are forward-looking statements. Other forward-looking statements include but are not limited to those with respect to future financings, reserve and resource estimates and production costs. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vista and Allied Nevada, including anticipated consequences of the contemplated transaction described herein, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks that Vista's or Allied Nevada's acquisition, exploration and property advancement efforts will not be successful; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; uncertainties concerning reserve and resource estimates; potential effects on Vista's or Allied Nevada's operations of environmental regulations in the countries in which they operate; risks due to legal proceedings; uncertainty of being able to raise capital on favorable terms or at all; and risks that may affect Vista's ability to complete the proposed spin-off transaction including risks that Vista may be unable to obtain required securityholder, court or third party approvals; as well as those factors discussed in Vista's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. Although Vista has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Vista assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com.
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier, +1-720-981-1185, for Vista Gold Corp.
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Initial Drill Results and Studies Underway at Its Awak Mas Gold Project, Indonesia
Vista Gold Corp. (AMEX: VGZ) Toronto is pleased to announce initial results from a drill program underway at its Awak Mas project in South Sulawesi, Indonesia. The Corporation is conducting a diamond core drilling program totaling approximately 2,600 meters in 12-13 holes. Nine of the holes are located near the edge of the existing resource where previous drilling was too wide-spaced to calculate measured or indicated resources for the mineralization in the area. Three additional holes are being drilled approximately 750 meters to the west in a higher grade portion of the deposit where existing drill density is too widely-spaced to allow adequate modeling of the deposit.
The drilling program began May 31, 2006, and is continuing under the overall supervision of Howard Harlan, CPG, R.G., Vista's Vice President of Business Development. Mr. Harlan is a qualified person for the purposes of Canadian National Instrument 43-101. The current core drilling program is being conducted by R&B Drilling of Jakarta, Indonesia, and the assaying is being done by Intertek Laboratories of Jakarta, Indonesia, which holds ISO 17025 accreditation. All holes were angle holes drilled to attempt to intersect mineralization at right angles to thickness. Sampling and assaying methods are being conducted in accordance with Canadian National Instrument 43-101 best practices. All samples taken were one meter in length.
At present, nine holes have been completed on the eastern edge of the Lematik deposit and assay results have been received for the first seven holes. The assays include the following highlights:
Thick- Thick-
Interval ness Assay in opt Including ness Assay in opt
Drill Hole (m) (m) (and g/t) (m) (m) (and g/t)
RTD - 01 21 - 33 12 0.055 (1.90)
69 - 73 4 0.092 (3.16)
90 - 172 82 0.057 (1.95)
90 - 144 54 0.067 (2.31)
182 - 200 18 0.051 (1.74)
191 - 200 9 0.070 (2.41)
RTD - 02 60-68 8 0.172 (5.88)
139 - 153 14 0.034 (1.18) 145 - 150 5 0.060 (2.05)
172 - 190 18 0.069 (2.35) 179 - 188 9 0.125 (4.27)
RTD - 03 19-May 14 0.063 (2.17)
51-56 5 0.056 (1.93)
89-105 16 0.088 (3.03)
129-132 3 0.094 (3.22)
138 - 177 39 0.041 (1.42) 164 - 177 13 0.067 (2.30)
RTD - 04 54 - 102 48 0.039 (1.32)
118 - 182 64 0.057 (1.97)
RTD - 05 105 -112 7 0.107 (3.68)
159 - 165 6 0.157 (5.39)
178 - 202 24 0.111 (3.79) 178 - 196 18 0.139 (4.75)
210-230 20 0.053 (1.80)
RTD - 06 45 - 54 9 0.081 (2.77)
63 - 68 5 0.213 (7.29)
127 - 139 12 0.060 (2.06)
157 - 191 34 0.046 (1.59)
RTD - 07 21 - 39 18 0.093 (3.20) 27 - 35 8 0.173 (5.92)
115 - 152 37 0.087 (2.97) 129 - 152 23 0.107 (3.66)
171 - 195 24 0.047 (1.60)
204 - 217 13 0.084 (2.87)
Also, as previously reported by the Corporation in press releases dated April 18, 2005, and November 2, 2004, a resource analysis prepared in October 2004 by RSG Global Pty Ltd of West Perth, Australia, an independent consulting firm, using industry standard methodology and software, in accordance with Canadian National Instrument 43-101 guidelines under the supervision of Brett Gossage, a qualified person, showed the known deposit, at a reported cutoff grade of 0.5 grams gold per tonne, to contain measured resources of 16,865,000 short tons at a grade of 0.034 ounces per ton containing 583,000 gold ounces(1), indicated resources of 35,750,000 short tons at a grade of 0.030 ounces per ton containing 1,072,000 gold ounces(1) and inferred resources of 8,250,000 short tons at a grade of 0.032 ounces per ton containing 259,000 gold ounces(2). There are no known environmental, permitting, legal or other issues that could materially impact this estimate.
Based on subsequent field work and a re-interpretation of the ore zones, Vista decided to undertake a new resource estimate. This work is now underway with Ore Reserve Engineering of Lakewood Colorado, an independent consulting firm, under the direction of Alan Noble, a qualified person, in accordance with Canadian National Instrument 43-101. The resource analysis will include the results of 85,030 assay intervals from 814 core and reverse circulation drill holes done by Battle Mountain Gold, Lone Star and Masmindo from 1991 through 1997 with assaying by Inchcape Testing Services, as well as the information gathered in the current drill program.
Vista has also contracted with M.W.H. Global to conduct additional geotechnical studies of slope stability in the area of the proposed open pit to support more detailed modeling of a pit to mine the drilled resource. This information and other technical parameters will be used in a feasibility study in 2007 of a potential mine development of Awak Mas.
Mike Richings, President and CEO, commented, "We are pleased with the results from these drill holes, as they confirm the continuity of the mineralization and are substantially higher grade than the estimated average grade of the measured and indicated resources. We also note that the work undertaken on the project by its employees and contractors is being completed with a high level of competence and efficiency. We are also pleased with the cooperation of Indonesian authorities in advancing this potentially attractive new development project."
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de Los Reyes projects in Mexico, the Amayapampa project in Bolivia, the Awak Mas project in Indonesia, and the Mt. Todd project in Australia.
(1) Cautionary Note to U.S. Investors concerning estimates of Measured
Resources and Indicated Resources: This press release uses the terms
"measured resources" and "indicated resources". We advise U.S.
investors that while these terms are recognized and required by
Canadian regulations, the U.S. Securities and Exchange Commission
does not recognize them. U.S. investors are cautioned not to assume
that any part or all of mineral deposits in these categories will
ever be converted into reserves.
(2) Cautionary Note to U.S. Investors concerning estimates of Inferred
Resources: This press release uses the term "inferred resources". We
advise U.S. investors that while this term is recognized and required
by Canadian regulations, the U.S. Securities and Exchange Commission
does not recognize it. "Inferred resources" have a great amount of
uncertainty as to their existence, and great uncertainty as to their
economic and legal feasibility. It cannot be assumed that all or any
part of an inferred mineral resource will ever be upgraded to a
higher category. Under Canadian rules, estimates of inferred mineral
resources may not form the basis of a feasibility study or other
economic study. U.S. investors are cautioned not to assume that any
part or all of an inferred resource exists or is economically or
legally minable.
The statements that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties that could cause actual results to vary materially from targeted results. Such risks and uncertainties include those described from time to time in the Corporation's periodic reports, including its latest annual report on Form 10-K and quarterly report on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. The Corporation assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com.
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Files Shelf Registration Statement
Vista Gold Corp. (Amex: VGZ; TSX) announced today that it has filed a shelf registration statement with the U.S. Securities and Exchange Commission (the "Commission") which, when effective, will permit the Corporation, from time to time, to offer and sell up to 4 million common shares through one or more methods of distribution, subject to market conditions and the Corporation's capital needs. Although the Corporation currently has no commitments to sell common shares under the registration statement, the Corporation anticipates that some or all of the registered shares will be issued to raise proceeds of US$25-32 million, of which approximately US$25 million is to be invested in a company to be spun-off by the Corporation. The proposed spin-off transaction was previously announced in the Corporation's press release dated July 10, 2006 and Form 8-K filed with the Commission on July 12, 2006 (as amended by Forms 8-K/A filed on August 16, 2006 and August 25, 2006), which set forth terms of a letter of intent (as amended) with respect to the transaction.
A registration statement relating to these securities has been filed with the Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Any offering of securities covered by the registration statement will be made only by means of a prospectus and related prospectus supplement. When available, copies of the prospectus and related prospectus supplement may be obtained from the Corporation. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
About Vista Gold Corp.
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de Los Reyes projects in Mexico, the Mt. Todd project in Australia, the Amayapampa project in Bolivia and the Awak Mas project in Indonesia.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management of the Corporation expects or anticipates will or may occur in the future, including those relating to the proposed equity financing by the Corporation, are forward-looking statements. The timing, occurrence and results of events could differ materially from those anticipated in the forward-looking statements as a result of risks and uncertainties, which include, without limitation, capital market conditions, risks relating to fluctuations in the price of gold and uncertainties concerning reserve and resource estimates, as well as those factors discussed in the Corporation's latest Annual Report on Form 10-K and its other filings with the U.S. Securities and Exchange Commission. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Corporation assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Proposed Registered Offering of Common Shares in Connection with Proposed Spin-Off
Vista Gold Corp. (Amex: VGZ; TSX) announced today that it plans to file a shelf registration statement with the U.S. Securities and Exchange Commission (the "Commission") relating to the proposed registration for offering of up to four million common shares from time to time and through one or more methods of distribution, subject to market conditions and the Corporation's capital needs. The Corporation anticipates that some or all of the registered shares will be issued to raise approximately US$25 million to be invested in a company to be spun off by the Corporation. The proposed spin-off transaction was previously announced in the Corporation's press release dated July 10, 2006, and Form 8-K filed with the Commission on July 12, 2006, which set forth terms of a letter of intent ("LOI") with respect to the transaction.
The proposed registered offering by the Corporation represents a change in funding plans in lieu of the previously contemplated private placement to be undertaken by the spun-off company under the terms of the LOI as initially reported. On August 15, 2006, the LOI was amended to provide for this change among other matters. The Corporation is filing an amendment to the above Form 8-K to provide additional information about the amendment including the foregoing change.
The exact timing of the Vista financing and details about pricing and other matters will be disclosed once they have been finalized.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the Securities Act of 1933, as amended, and applicable securities laws of any such state or jurisdiction.
About Vista Gold Corp.
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de Los Reyes projects in Mexico, the Mt. Todd project in Australia, the Amayapampa project in Bolivia and the Awak Mas project in Indonesia.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Vista expects or anticipates will or may occur in the future, including those relating to the proposed equity financing by the Corporation, are forward-looking statements. The timing, occurrence and results of events could differ materially from those anticipated in the forward-looking statements as a result of risks and uncertainties, which include, without limitation, capital market conditions, risks relating to fluctuations in the price of gold and uncertainties concerning reserve and resource estimates, as well as those factors discussed in the Corporation's latest Annual Report on Form 10-K and its other filings with the U.S. Securities and Exchange Commission. Although Vista has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Vista assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Second Quarter Financial Results
Vista Gold Corp. (AMEX: VGZ) Toronto announced today its financial results for the quarter and six months ended June 30, 2006, as filed on August 8, 2006, with the US Securities and Exchange Commission in the Corporation's Quarterly Report on Form 10-Q. Vista reported a consolidated net loss for the three-month period ended June 30, 2006, of US$0.93 million or US$0.04 per share compared to a consolidated net loss of US$1.45 million or US$0.08 per share for the same period in 2005. The Corporation's consolidated net loss for the six-month period ended June 30, 2006, was US$2.0 million or US$0.09 per share compared to a consolidated net loss of US$2.4 million or US$0.13 per share for the same period in 2005. The net losses for the three-month and six-month periods decreased from those for the prior-year periods by US$0.52 million and US$0.37 million, primarily reflecting increased interest income of US$0.17 million and US$0.20 million from the respective prior periods, decreased stock-based compensation expense of US$0.06 million and US$0.11 million from the respective prior periods, and decreased corporate administration and investor relations costs of US$0.27 million and US$0.03 million from the respective prior periods.
Net cash used in operations was US$1,105,000 for the three-month period ended June 30, 2006, compared to US$1,127,000 for the same period in 2005. Cash used in operations was US$2,146,000 for the six-month period ended June 30, 2006, compared to US$1,819,000 for the same period in 2005. The slight decrease of US$22,000 for the three-month period can be attributed to a decreased consolidated net loss of US$524,000 and an aggregate reduction of non-cash items of $82,000; partially offset by a reduction in accounts payable of US$169,000, an increase in supplies and prepaid expenses of US$174,000 and an increase in accounts receivable of US$77,000. The increase of US$327,000 for the six-month period can be attributed to an increase in accounts receivable of US$353,000, a reduction in accounts payable of US$190,000, and an increase in supplies and prepaid expenses of US$77,000; partially offset by a decreased consolidated net loss of US$374,000 and an aggregate reduction of non-cash items of US$84,000.
Net cash used for investing activities decreased to US$830,000 for the three-month period ended June 30, 2006, compared to US$1,964,000 for the same period in 2005. The decrease of US$1,134,000 in 2006 primarily reflected the purchase of the Awak Mas Project in 2005 for US$1.5 million. There was no comparable investment during the 2006 period. For the six-month period ended June 30, 2006, net cash used for investing activities increased slightly by US$51,000 to US$2,279,000 (including the Corporation's expenditure of US$1.3 million for the Mt. Todd gold mine in June 2006) compared to US$2,228,000 for the same period in 2005. The slight increase is mostly the result of increased acquisitions of marketable securities of US$188,000 and increased purchases of plant and equipment of US$63,000, which are offset by increased proceeds from the sale of marketable securities of US$60,000.
Net cash provided by financing activities was US$19,834,000 in the three-month period ended June 30, 2006. There was no cash provided from financing activities for the same period in 2005. For the 2006 period, warrant exercises provided cash of US$19,676,000 and stock option exercises provided cash of US$186,000. These amounts were slightly offset by additional share registration expenses attributable to the February 2006 private placement of US$28,000.
Net cash provided by financing activities was US$25,290,000 for the six-month period ended June 30, 2006, compared to US$398,000 for the same period in 2005. For the 2006 period, a private placement financing completed in February 2006 provided net cash proceeds of US$3,184,000, warrant exercises provided cash of US$21,627,000 and stock option exercises provided cash of US$355,000. The amounts raised in the 2005 six-month period were from the exercise of warrants in the amount of US$373,000 and stock options in the amount of US$25,000, all during the first quarter.
At June 30, 2006, the Corporation's total assets were US$62.1 million compared to US$38.0 million at December 31, 2005, representing an increase of US$24.1 million. At June 30, 2006, the Corporation had working capital of US$23.9 million compared to US$2.6 million at December 31, 2005, representing an increase of US$21.3 million. This increase is primarily attributable to an increase in the Corporation's cash balance due to warrant exercises resulting from the acceleration of the expiry of warrants issued in connection with the Corporation's February 2003 and September 2004 private placements.
The principal component of working capital at both June 30, 2006, and December 31, 2005, is cash and cash equivalents of US$22.9 million and US$2.0 million, respectively. Other components include marketable securities (June 30, 2006 - US$644,000; December 31, 2005 - US$468,000), supplies inventory, prepaids and other (June 30, 2006 - US$595,000; December 31, 2005 - US$481,000) and other liquid assets (June 30, 2006 - US$156,000; December 31, 2005 - US$118,000). At June 30, 2006, the Corporation had no outstanding debt to banks or financial institutions.
The selected financial data including the results of operations for the three-month and six-month periods ended June 30, 2006 compared to 2005, and the financial positions as at June 30, 2006 compared to December 31, 2005, is summarized in the following table:
Selected Three Months Six Months
Financial Data Ended June 30, Ended June 30,
2006 2005 2006 2005
U.S. $000's, except
loss per share
Results of operations
Net loss $(926) $ (1,450) $(2,034) $ (2,408)
Basic and diluted
loss per share (0.04) (0.08) (0.09) (0.13)
Net cash used in
operations (1,105) (1,127) (2,146) (1,819)
Net cash used in
investing activities (830) (1,964) (2,279) (2,228)
Net cash provided by
financing activities 19,834 -- 25,290 398
Financial position June 30, December 31,
2006 2005
Current assets $24,287 $3,094
Total assets 62,078 37,999
Current liabilities 342 452
Total liabilities 4,481 4,596
Shareholders' equity 57,597 33,403
Working capital 23,945 2,642
On Monday August 14, 2006, at 10:00 A.M. (MDT), the Corporation will have a webcast to discuss the financial results for the period ended June 30, 2006, and the other current business activities of the Corporation. This webcast can be listened to by visiting the Corporation's website at www.vistagold.com.
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de Los Reyes projects in Mexico, the Mt. Todd project in Australia, the Amayapampa project in Bolivia and the Awak Mas project in Indonesia.
The statements that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties that could cause actual results to vary materially from targeted results. Such risks and uncertainties include those described from time to time in the Corporation's periodic reports, including its latest annual report on Form 10-K filed with the U.S. Securities and Exchange Commission. The Corporation assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Spin-Off of Its Nevada Assets and Concurrent Acquisition of Nevada Assets Held by the Pescio Group
Vista Gold Corp. (AMEX: VGZ) Toronto is pleased to announce that it has entered into a binding letter of intent with Carl and Janet Pescio, Greg Hryhorchuk and Robert Lipsett (together, the "Pescio Group"), pursuant to which, Vista will spin off its existing Nevada properties into a new publicly-listed company ("Newco") that will, concurrently with the spin-off, acquire the Nevada mining properties of the Pescio Group. The transaction will be completed by way of a court-approved plan of arrangement under the Business Corporations Act (Yukon). Vista management believes that the combined properties of Vista and the Pescio Group would represent one of the largest exploration packages ever assembled in Nevada with approximately 190,000 acres of prospective patented and unpatented mining claims. The transaction is subject to, among other things, court, shareholder and regulatory approvals.
Details of the Transaction
Under the transaction, Vista's shareholders will exchange their current common shares of Vista for common shares of Newco and new common shares of Vista. The effect of the transaction on existing outstanding options and warrants to acquire shares of Vista will be described in the information circular for the special meeting of shareholders to approve the transaction.
Completion of the transaction is subject to a number of conditions including: (a) completion of due diligence by all parties; (b) the execution and delivery of a definitive agreement by all parties; (c) receipt of all required court, shareholder, regulatory and third party approvals; (d) receipt of approval by the board of directors of Vista and its independent committee; and (e) certain other customary conditions. In addition, in order to fund the cash consideration to the Pescio Group (as described below) and its ongoing business, it is anticipated that Newco will raise at least US$40 million through a private placement equity financing which will close concurrently with the completion of the transaction described above.
Under the terms of the proposed transaction, approximately 60% of the total consideration payable by Newco in respect of the asset acquisitions would be paid to Vista or its security holders and approximately 40% would be paid to the Pescio Group. The consideration payable to Vista and its security holders will consist of securities of Newco. The consideration payable to the Pescio Group will consist of shares of Newco and US$15 million in cash. Vista has retained Sprott Securities Inc. of Toronto, Ontario, an independent investment banking firm, to provide it with a fairness opinion in respect of the proposed transaction.
The parties are working towards completing a definitive agreement after which, Vista expects to deliver to shareholders an information circular, which will fully describe the proposed transaction, in connection with a special meeting of shareholders which will be held to approve the transaction. If all conditions are satisfied or waived, the parties expect closing of the transaction to occur by mid September 2006.
The Pescio Group's Properties
The Pescio Group is the underlying landowner and royalty holder on 53 mineral properties in north central Nevada covering approximately 139,000 acres. Over a fifteen-year period, geologist Carl Pescio assembled the property portfolio, approximately one-half of which is in the principal Nevada gold trends of Carlin, Cortez and Battle Mountain. All of the properties are optioned to junior and major companies and the Pescio Group's retained royalty interest averages 3.6% on the properties. The Pescio Group's retained royalty interests realized US$1.6 million in advance minimum royalty revenues in 2005 and according to the option agreements, the advance minimum royalty payments are scheduled to increase in the future. Vista understands that: technical reports compliant with Canadian National Instrument 43-101 have been completed for 25 of these properties, including two properties for which gold resource estimates conforming to NI 43-101 standards have been completed and one property for which historical gold resource estimates have been completed. Further details regarding these properties will be contained in the information circular for the special meeting of shareholders to be held to approve the proposed transaction.
Vista's Nevada Properties
As previously announced, including the Hycroft Mine, Vista owns six properties in Nevada with measured and indicated gold resources totaling 3.3 million ounces plus inferred gold resources totaling 1.6 million ounces. The Hycroft Mine is positioned to resume production at current gold prices. As a result of Vista's acquisition of F.W. Lewis, Inc. in December 2005, Vista also controls 53 exploration properties in Nevada of which three properties are farmed out for exploration under options to purchase. The three options to purchase currently provide Vista with income of approximately US$53,000 per year. Vista's 59 Nevada properties total approximately 51,000 acres of patented and unpatented mining claims.
Rationale for the Transaction
Vista believes that the current market price of its securities does not adequately reflect the underlying value of its Nevada properties. By spinning these Nevada assets off into Newco and adding the Nevada-based assets of the Pescio Group to create a single, Nevada-focused gold company, Vista believes that its shareholders will be more likely to realize the value of those underlying assets over time.
Newco's business plan will involve using the best available management and geologic talent to expand existing discoveries, with the initial priority and emphasis to be placed on the evaluation of the deeper, high-grade potential at Hycroft and to generate drill-ready targets for substantial exploration programs. Development of the existing Hycroft reserve may be deferred until the drill program and evaluation of the potentially larger resource are completed.
A management team comprised of Nevada-experienced exploration geologists and personnel together with a well-proven group of experienced and committed directors, including Carl Pescio, are being assembled to direct the activities of Newco. Over the next few weeks, Vista will provide shareholders and investors with more comprehensive information on the properties, plans, management and board of Newco.
Mike Richings, Vista President and CEO commented: "The package of properties assembled by Carl Pescio cannot be replicated. The option agreements with the advance minimum royalty payments will generate future revenues, while significant exploration programs are undertaken. We believe that the steps we are taking to put Mr. Pescio's land holdings together with Vista's assets in Nevada will increase the total value of the investment shareholders have made in Vista. If the transaction is completed, Vista shareholders will own shares in both Vista and Newco and we believe both companies will be more likely to be fully valued by the market than if all the properties were held together in one company."
"Vista, with its strong balance sheet, will continue to focus on increasing and adding value to our excellent portfolio of properties. Remaining in Vista will be seven properties containing a total of 9.7 million ounces of gold in measured and indicated resources with an additional 3.6 million ounces of gold in inferred resources. These include two properties which are well advanced: Paredones Amarillos in Baja California Sur, Mexico, with 1.6 million ounces of gold of contained reserves with an estimated cash operating cost of $292 per gold ounce; and Mt. Todd in the Northern Territory, Australia, which contains a total of 1.8 million ounces of gold in measured and indicated resources and 1.5 million ounces of gold in inferred resources. Vista is currently undertaking an update of the permits and infrastructure requirements at Paredones Amarillos and preliminary economic and technical studies on Mt. Todd."
"I look forward to presenting our shareholders and investors the details of our plans in the near future, and introducing Newco's well-qualified management and board team which we are assembling to execute the plan."
About Vista Gold Corp.
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de Los Reyes projects in Mexico, the Mt. Todd project in Australia, the Amayapampa project in Bolivia and the Awak Mas project in Indonesia.
Cautionary Notes to U.S. Investors Concerning Reserve and Resource Estimates
The estimates of mineral reserves shown in this press release have been prepared in accordance with Canadian National Instrument 43-101. The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7. Accordingly, the disclosure of mineral reserves herein may not be comparable to information from U.S. companies subject to the SEC's reporting and disclosure requirements.
This press release uses the term "measured and indicated resources". We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. U.S. investors are cautioned not to assume that any part or all of mineral deposits in this category will ever be converted into reserves.
This press release also uses the term "inferred resources". We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. "Inferred resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of a feasibility study or prefeasibility studies, except in rare cases. U.S. investors are cautioned not to assume that any part or all of an inferred resource exists or is economically or legally minable.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Vista expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of Vista's or Newco's businesses, operations, plans and other such matters are forward-looking statements. When used in this press release, the words "estimate," "plan," "anticipate," "expect," "intend," "believe" and similar expressions are intended to identify forward-looking statements. The statements made in this press release about the anticipated impact the contemplated transaction described herein may have on the operations of Vista or Newco, as well as the benefits expected to result from the contemplated transaction, are forward-looking statements. Other forward-looking statements include but are not limited to those with respect to future financings, reserve and resource estimates and production costs. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vista and Newco, including anticipated consequences of the contemplated transaction described herein, to be materially different from any future risks, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks that Vista's or Newco's acquisition, exploration and property advancement efforts will not be successful; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; uncertainties concerning reserve and resource estimates; potential effects on Vista's or Newco's operations of environmental regulations in the countries in which they operate; and uncertainty of being able to raise capital on favorable terms, as well as those factors discussed in the Corporation's latest Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission. Although Vista has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Vista assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Gold Resource Estimate for the Mt. Todd Gold Project, Northern Territory, Australia, and General Update
Vista Gold Corp. (AMEX: VGZ) Toronto is pleased to announce that a mineral resource analysis for the Batman deposit at the Mt. Todd gold mine was completed on June 26, 2006, by Gustavson Associates of Boulder, Colorado, in accordance with Canadian National Instrument 43-101 standards under the direction of Mr. John Rozelle, an independent Qualified Person, utilizing standard industry software and resource estimation methodology. The resource analysis report includes the results of 91,225 assay intervals from 730 drill holes (225 core, 435 reverse circulation and 70 rotary drill holes) done by BHP Resources Pty Ltd., Zapopan NL and Pegasus Gold Australia Pty Ltd. ("Pegasus") with assaying by Australia Assay Laboratories in Pine Creek and Alice Springs, Classic Comlabs in Darwin and Pegasus' onsite lab. Pegasus mined part of the Batman deposit from 1993 to 1997, and a joint venture comprising Multiplex Resources Pty Ltd. and General Gold Resources Ltd. mined the deposit from 1999 to 2000 (for additional historical information and details on Vista's acquisition of the Mt. Todd gold mine, please see the Company's press release of February 28, 2006).
The Mt. Todd project is situated within the southeastern portion of the Early Proterozoic Pine Creek Geosyncline. The Batman deposit geology consists of a sequence of hornfelsed interbedded greywackes and shales with minor thin beds of felsic tuff. Bedding consistently strikes at 325o, dipping 40 to 60o to the southwest. Northerly trending sheeted quartz sulfide veins and joints striking at 0 to 20o and dipping 60o to the east are the major location for mineralization in the Batman deposit. The veins are 0.04 to 4 inches in thickness with an average thickness of around 0.4 inches and occur in sheets with up to 6 veins per horizontal foot. These sheeted veins are the main source of gold mineralization in the Batman deposit. In general, the Batman deposit is 4,800 to 5,100 feet in length by 1,200 to 1,500 feet in true width and 1,500 to 1,800 feet in known down-dip extension (the deposit is open along strike and at depth).
The deposit has a drill hole spacing that varies from 80 feet by 80 feet to 260-330 feet by 260-330 feet and generally averages 160 feet by 160 feet. All assaying was by fire assay on 50-gram charges. It is the opinion of Gustavson Associates that quality control and quality assurance methods employed by the various companies working at Mt. Todd were standard at the time of the work, and the work including quality control and quality assurance methods has been audited several times by independent consultants.
Based on the resource analysis report, the gold resources for the Batman deposit, reported at a cutoff grade of 0.015 ounces of gold per ton are:
Short Tons Grade Contained Gold
(000s) (ounces per ton) Ounces
Measured resources (1) 20,306 0.028 576,130
Indicated resources (1) 41,840 0.028 1,181,620
Measured and indicated
resources (1) 62,146 0.028 1,757,750
Inferred resources (2) 55,174 0.027 1,503,194
(1) Cautionary Note to U.S. Investors concerning estimates of Measured
and Indicated Resources: This table uses the terms "measured
resources and indicated resources". We advise U.S. investors that
while these terms are recognized and required by Canadian
regulations, the U.S. Securities and Exchange Commission does not
recognize them. U.S. investors are cautioned not to assume that any
part or all of mineral deposits in these categories will ever be
converted into reserves.
(2) Cautionary Note to U.S. Investors concerning estimates of Inferred
Resources: This table uses the term "inferred resources". We advise
U.S. investors that while this term is recognized and required by
Canadian regulations, the U.S. Securities and Exchange Commission
does not recognize it. "Inferred resources" have a great amount of
uncertainty as to their existence, and great uncertainty as to their
economic and legal feasibility. It cannot be assumed that all or any
part of an inferred mineral resource will ever be upgraded to a
higher category. Under Canadian rules, estimates of inferred mineral
resources may not form the basis of a feasibility study or
prefeasibility studies, except in rare cases. U.S. investors are
cautioned not to assume that any part or all of an inferred resource
exists or is economically or legally minable.
On June 15, 2006, pursuant to the agreements entered into by the Company in connection with its acquisition of the Mt. Todd mine, as previously disclosed, the Mt. Todd project mineral leases were transferred to Vista's Australian subsidiary, Vista Gold Australia Pty. Ltd., and Vista completed the purchase on June 16, 2006, when funds held in escrow were released to the sellers. Vista has commissioned a scoping technical and economic review of the mine and plans to have this completed during 2006. The Company has initiated a comprehensive environmental review including a review of surface water management procedures and completed an initial metallurgical study that could result in improved processing technology. Vista plans to initiate a drill program during 2006 to infill areas classified as inferred resources with the intention of upgrading as much inferred resource as possible to the measured and indicated categories, to add additional ounces to the resources if possible and to obtain samples for metallurgical testing to confirm the flowsheet described in the preliminary metallurgical report.
In other news, the Company has initiated a core drilling program at the Awak Mas gold deposit in Indonesia designed to upgrade inferred gold resources to the measured and indicated categories and add to the resources, if possible. Vista has commissioned a resource modeling study to review past work and upgrade the tenor of the ore through elimination of dilution where possible. At the Paredones Amarillos gold property in Mexico, the Company is planning to update environmental permits to ready the project for possible production. In Nevada, the Company continues to consider alternative approaches to realize value inherent in Vista's assets.
Mike Richings, Vista President and CEO, stated, "The completion of the resource estimate under 43-101 standards is the first step in getting Mt. Todd ready to go back into production. We believe the changes to the processing of the ore we are proposing will remedy the technical issues that hampered previous producers at Mt. Todd. The environmental study and the scoping economic study should provide us with information about the price of gold necessary to make Mt. Todd an economic success and to eventually close the mine in an environmentally acceptable manner. Meanwhile, other projects are moving forward, especially Awak Mas and Paredones Amarillos. And we are actively considering strategies to effectively realize value for our shareholders from our Nevada properties."
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de Los Reyes projects in Mexico, the Amayapampa project in Bolivia, the Awak Mas project in Indonesia, and the Mt. Todd project in Australia.
The statements that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties that could cause actual results to vary materially from targeted results. Such risks and uncertainties include those described from time to time in the Corporation's periodic reports, including its latest annual report on Form 10-K filed with the U.S. Securities and Exchange Commission. The Corporation assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please visit the Vista Gold Corp. website at www.vistagold.com.
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces First Quarter Financial Results
Vista Gold Corp. (AMEX: VGZ) Toronto announced today its financial results for the three months ended March 31, 2006, as filed on May 15, 2006, with the US Securities and Exchange Commission in the Corporation's Quarterly Report on Form 10-Q. Vista reported a consolidated net loss for the three-month period ended March 31, 2006 of US$1.1 million or US$0.05 per share compared to a consolidated net loss of US$1.0 million or US$0.05 per share for the same period in 2005. The small increase in the net loss for the first quarter of 2006 compared to the prior-year period primarily reflected increases in corporate administration and investor relations costs of US$0.2 million, partially offset by decreases in stock-based compensation expense and exploration, property evaluation and holding costs, and increases in interest income and in gains on the sale of marketable securities.
Net cash used for operations for the three-month period ended March 31, 2006, was US$1.0 million compared to US$0.7 million for the same period in 2005. The increase of US$0.3 million for the three-month period can be attributed to reduction in accounts receivable from the same period in 2005.
Net cash used for investing activities increased to US$1.4 million for the three-month period ended March 31, 2006, compared to US$0.3 million for the same period in 2005. The increase of US$1.1 million is mostly the result of Vista Gold placing funds in escrow for the acquisition during the 2006 first quarter of the Mt. Todd gold mine in Northern Territory, Australia. The acquisition is expected to be complete and escrow funds distributed early in the third quarter.
Net cash provided by financing activities for the three-month period ended March 31, 2006, increased to US$5.5 million from US$0.4 million for the same period in 2005. In February 2006, the Corporation completed a non-brokered private placement financing consisting of 649,684 equity units, each priced at US$5.05. Each equity unit consisted of one common share and one warrant. Net proceeds from the financing were US$3.21 million consisting of gross proceeds of US$3.28 million offset by legal fees and costs to register shares of US$69,147. Warrants exercised during the period ended March 31, 2006, produced cash proceeds of US$2.0 million compared to US$0.4 million for the same period in 2005. Stock option exercises produced cash of US$293,000 during the period ended March 31, 2006 compared to US$25,000 for the same period in 2005. Subsequent to March 31, 2006, proceeds for warrants exercised through May 9, 2006, were US$12,597,111 and proceeds from the exercise of options were US$58,660.
The financial position of the Corporation at March 31, 2006, included current assets of US$7.1 million compared to US$3.1 million at December 31, 2005, and total assets of US$42.3 million compared to US$38.0 million at December 31, 2005.
Current liabilities were US$0.4 million at March 31, 2006, approximately the same as at December 31, 2005. Total liabilities at March 31, 2006, were US$4.6 million, also approximately the same as at December 31, 2005. Shareholders' equity at March 31, 2006, was US$37.8 million compared to US$33.4 million at December 31, 2005.
The Corporation's working capital as of March 31, 2006, was US$6.6 million compared to US$2.6 million at December 31, 2005.
The selected financial data including the results of operations for the three-month period ended March 31, 2006, compared to the same period in 2005 and the financial position as of March 31, 2006, compared to December 31, 2005, are summarized in the following table:
Selected Financial Data Three Months Ended March 31,
2006 2005
U.S. $000's, except loss per share
Results of operations
Net loss $(1,108) $(958)
Basic and diluted loss per share (0.05) (0.05)
Net cash used in operations (1,041) (692)
Net cash used in investing activities (1,449) (264)
Net cash provided by financing activities 5,456 398
Financial position March 31, December 31,
2006 2005
Current assets $7,059 $3,094
Total assets 42,348 37,999
Current liabilities 422 452
Total liabilities 4,563 4,596
Shareholders' equity 37,785 33,403
Working capital 6,637 2,642
The annual general meeting of the Corporation's shareholders was held on May 8, 2006. Re-elected to the Board of Directors for a one-year term were John M. Clark, W. Durand Eppler, C. Thomas Ogryzlo, Robert A. Quartermain and Michael B. Richings. PricewaterhouseCoopers LLP was re-appointed independent auditor. An amendment to the Corporation's Stock Option Plan was approved increasing the maximum number of Common Shares which may be issued under the Plan from 1,750,000 Common Shares to a variable amount equal to 10% of the issued and outstanding Common Shares on a non-diluted basis.
The statements that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties that could cause actual results to vary materially from targeted results. Such risks and uncertainties include those described from time to time in the Corporation's periodic reports, including its latest annual report on Form 10-K filed with the U.S. Securities and Exchange Commission. The Corporation assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Acceleration of Expiry of Warrants Issued in Connection With February 2003 and September 2004 Private Placements
Vista Gold Corp. (AMEX: VGZ) Toronto announces that, in accordance with the terms of the Corporation's outstanding common share purchase warrants (the "February 2003 Warrants") issued under a Warrant Indenture dated February 7, 2003, and the outstanding common share purchase warrants (the "September 2004 Warrants" and with the February 2003 Warrants, the "Warrants") issued under a Warrant Indenture dated September 29, 2004, the Corporation has elected to accelerate the expiry date of all such currently outstanding Warrants since the "Acceleration Event" described in the applicable warrant indentures has occurred.
For the February 2003 Warrants, the Acceleration Event occurred on April 26, 2006, because the closing price of the Corporation's common shares on the American Stock Exchange exceeded 150% of the current exercise price (US$4.28) for the 15 consecutive trading days prior to that date. For the September 2004 Warrants, the Acceleration Event occurred on April 28, 2006, because the closing price of the Corporation's common shares on the American Stock Exchange equaled or exceeded US$5.50 for the 20 consecutive trading days prior to that date.
The expiry date of the February 2003 Warrants will now be May 17, 2006, and the expiry date of the September 2004 Warrants will now be May 19, 2006. The Warrants must be exercised by 4:30 p.m. (Vancouver time) on the respective expiry dates, failing which they will expire. Notices of acceleration of the expiry were sent on April 26, 2006, to holders of the February 2003 Warrants and were sent on April 28, 2006, to holders of the September 2004 Warrants.
Of the February 2003 Warrants, there are currently 574,000 outstanding, exercisable at US$4.28 per share, for potential aggregate proceeds to the Corporation of US$2,456,720. Of the September 2004 Warrants, there are currently 1,459,798 outstanding, exercisable at US$4.75 per share, for potential aggregate proceeds to the Corporation of US$6,934,040.50. All of these common shares issuable upon exercises of the Warrants have previously been registered with the SEC for resale under the Securities Act of 1933 on registration statements on Form S-3.
The acceleration of the expiry date of the warrants above reflects an improved market for Vista shares caused in part by the recent significantly higher gold prices. The same higher gold prices mean that several of the projects that Vista owns would have improved economics and Vista plans to accelerate the evaluation and preliminary development engineering programs on the Paradones Amarillos, Mt. Todd and Hycroft projects. Depending on the amount of funds received, the Corporation will use some of the funds raised to carry out these value adding programs. Vista management will also be studying various approaches to better realize, for the benefit of its shareholders, the higher valuations the market gives gold projects in certain geographic locations or stages of development. These approaches will not, however, change Vista's basic business strategy.
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de Los Reyes projects in Mexico, the Mt. Todd project in Australia, the Amayapampa project in Bolivia and the Awak Mas project in Indonesia.
The statements that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties that could cause actual results to vary materially from targeted results. Such risks and uncertainties include those described from time to time in the Corporation's periodic reports, including its latest annual report on Form 10-K filed with the U.S. Securities and Exchange Commission. The Corporation assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Year-End Financial Results
Vista Gold Corp. (AMEX: VGZ) Toronto announced today its financial results for the year ended December 31, 2005, as filed on March 31, 2006, with the U.S. Securities and Exchange Commission in the Corporation's Annual Report on Form 10-K. For the year ended December 31, 2005, Vista reported a consolidated net loss of US$4.6 million or US$0.24 per share compared to the 2004 consolidated net loss of US$4.9 million or US$0.31 per share. The decrease of US$0.3 million in 2005 is due to decreased stock-based compensation expense of US$0.6 million resulting from fewer stock option grants during 2005 as compared to 2004, an increased interest income of US$0.2 million due to increased investments in the Corporation's liquid savings account, partially offset by increased exploration and property evaluation costs of US$0.1 million and increased general and administrative costs of US$0.2 million.
The Corporation received net cash from financing activities of US$7.9 million in 2005 compared to US$9.8 million in 2004. Net cash used in investing activities in 2005 was US$8.4 million compared to US$6.1 million in 2004. This increase of US$2.3 million can be attributed to an increase of US$6.9 million for acquisitions of subsidiaries, net of cash, reflecting the acquisition of the Awak Mas project for US$1.6 million and the US$5.3 million cash expended as partial consideration for the acquisition of the F. W. Lewis, Inc, properties in 2005; this was offset by a decrease of US$3.1 million in expenditures for the restricted cash account that was established in 2004 and US$1.5 million for the premium payment for the bond at Hycroft in 2004. There were no comparable acquisition transactions in 2004. Net cash used for operations in both 2005 and 2004 was US$3.4 million. The unused cash received from financing activities in 2005 is on hand as working capital.
The financial position of the Corporation included current assets at December 31, 2005, of US$3.1 million compared to US$6.8 million at December 31, 2004 and total assets of US$38.0 million at December 31, 2005, compared to US$32.8 million at December 31, 2004. Total liabilities at December 31, 2005, were US$4.6 million compared to US$4.4 million at December 31, 2004; these liabilities included US$4.1 million in 2005 and US$4.2 million in 2004 for accrued reclamation and closure costs at the Hycroft mine which are offset by US$5.2 million in 2005 and US$5.1 million in 2004 in a restricted cash account which is included in total assets. Shareholders' equity was US$33.4 million at December 31, 2005, compared to US$28.3 million at December 31, 2004. The Corporation's working capital as of December 31, 2005, was US$2.6 million which decreased by US$3.9 million from US$6.6 million as of December 31, 2004. Subsequent to year end, the Corporation completed a non-brokered private placement which raised gross proceeds of approximately US$3.3 million, which were used to supplement the Corporation's working capital following expenditures for the acquisition of the F. W. Lewis, Inc. properties in December 2005.
Selected Financial Data
Years ended December 31
U.S. $ 000's, except loss per share 2005 2004
Results of operations
Net loss $(4,584) $(4,924)
Basic and diluted loss per share $(0.24) $(0.31)
Net cash used in operations $(3,379) $(3,351)
Net cash used in investing activities (8,448) (6,100)
Net cash provided by financing activities 7,938 9,847
Financial position
Current assets $3,094 $6,826
Total assets 37,999 32,788
Current liabilities 452 256
Total liabilities 4,596 4,444
Shareholders' equity 33,403 28,344
Working capital $2,642 $6,570
The annual general meeting of the Corporation's shareholders has been scheduled for Monday, May 8, 2005, at 10:00 a.m., Vancouver time, at the offices of Borden Ladner Gervais LLP, Suite 1200, 200 Burrard Street, Vancouver, British Columbia, Canada.
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F. W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the Amayapampa project in Bolivia, the Awak Mas project in Sulawesi in Indonesia and the Mt. Todd project in Australia.
The statements that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties that could cause actual results to vary materially from targeted results. Such risks and uncertainties include those described from time to time in the Corporation's periodic reports, including the annual report on Form 10-K filed with the U.S. Securities and Exchange Commission. The Corporation assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Agreement to Purchase the Mt. Todd Gold Mine, Northern Territory, Australia
Vista Gold Corp. (Amex: VGZ; TSX) is pleased to announce that it has signed agreements on March 1 (Australia time) with Ferrier Hodgson, the Deed Administrators ("Deed Administrators") for Pegasus Gold Australia Pty Ltd. ("Pegasus"), the government of the Northern Territory of Australia ("Territory") and the Jawoyn Association Aboriginal Corporation ("JAAC"), subject to regulatory approval, to purchase the Mt. Todd gold mine in the Northern Territory, Australia. As part of the agreements, Vista has agreed to undertake a technical and economic review of the mine and possibly form one or more joint ventures with the JAAC.
The agreement negotiated with the Deed Administrators calls for Vista to pay to Pegasus AUD $1,000,000 and for Vista to receive a transfer of the mineral leases and certain mine assets together with an assignment of all rights of Pegasus to the Mt. Todd property.
The agreement with the Territory is for an initial term of five years commencing January 1, 2006, with an extension of five years at Vista's option and three additional years possible at the option of the Territory. During the first year of the term, Vista will undertake a comprehensive technical and environmental review of the project to evaluate current site environmental conditions to result in a program to stabilize environmental conditions and minimize offsite contamination, review the water management plan with recommendations, and produce a technical report for the re-start of operations. During the term of the agreement, Vista will examine all technical economic and environmental issues, estimate site rehabilitation costs, explore and evaluate the potential of the project, and prepare a technical and economic feasibility study for the potential development of Mt. Todd.
Vista will pay the Territory's costs of management and operation of the Mt. Todd site up to a maximum of AUD $375,000 during the first year of the term, and assume site management and pay management and operation costs in following years. In the agreement, the Territory acknowledges its commitment to rehabilitate the site and that Vista has no rehabilitation obligations for pre-existing conditions until it submits and receives approval of a Mine Management Plan for the resumption of mining operations. Vista has retained MWH, one of the world's largest engineering firms specializing in environmental sciences, to assist with the preparation of the environmental review and water management studies. In addition, Resource Development Inc. of Colorado, a metallurgical consulting firm, has been retained to assist with metallurgical testing, process design and process cost input necessary for the technical review. Recognizing the importance placed by the Territory upon local industry participation, Vista has agreed to use, where appropriate, Northern Territory labor and services during the period of the agreement in connection with the Mt. Todd property, and further, that when a production decision is reached, to prepare and execute a local Industry Participation Plan.
The agreement with the JAAC calls for Vista to issue common shares of Vista with a value of CAD $1.0 million as consideration for the JAAC entering into the agreement and for rent for the use of the surface overlying the mineral leases during the period from the effective date until a decision is reached to begin production. Vista will also pay the JAAC AUD $5,000 per month in return for consulting with respect to Aboriginal, cultural and heritage issues. The JAAC will provide Vista with an office in Katherine (a regional center of population 11,000 approximately 50 kilometers from the mine site) and with secretarial services for a minimum of AUD $2,000 per month.
If the Mt. Todd project proves feasible for economic development of the mineral leases including a fully funded site reclamation bond, Vista will establish a technical oversight committee with representatives of the Territory and the JAAC. Additionally, Vista will offer the JAAC the opportunity for joint venture participation in the operation on a 90% Vista / 10% JAAC basis. For rent of the surface during production, Vista (or the Joint Venture if formed) will pay the JAAC an annual amount equal to 1% of the annual value of production with an annual minimum of AUD $50,000. As part of the agreement, Vista will endeavor to use services and labor provided by the JAAC when feasible. Vista and the JAAC may form a 50 / 50 exploration joint venture to explore JAAC lands outside the mineral leases.
Pegasus reported investing over U.S. $200 million to develop the Mt. Todd mine and operated it from 1993 to 1997, when the project was closed as a result of technical difficulties and low gold prices. The Deed Administrators were appointed in December 1997. Pegasus, through the Deed Administrators, sold the mine in March 1999 to a joint venture comprising Multiplex Resources Pty Ltd and General Gold Resources Ltd. The mine was operated from 1999 to 2000 by this joint venture. Following cessation of operations in July 2000, Pegasus, through the Deed Administrators, regained possession of various mine assets so as to recoup the balance of the purchase price owed to it. Most of the equipment and plant was sold in June 2001 and removed from the mine, but the tailings facility and raw water supply facility remain.
In 1995, a resource estimate for the Batman ore body down to a level of 302 meters below sea level was prepared by Mining and Resource Technology Pty. Ltd. ("MRT") for Zapopan NL (a predecessor company to Pegasus). MRT estimated that, prior to the commencement of mining, the measured and indicated resources in the Batman deposit were 190.92 million tonnes at a grade of 0.94 grams per tonne gold and containing 5.75 million ounces of gold. Based on a review of project files, Vista believes that approximately 24.6 million tonnes grading 1.05 grams per tonne gold and containing 826,000 ounces of gold were extracted between 1996 and the termination of mining in 2000. Other resource estimates have been made in the past, the most recent by General Gold in March 2000 just prior to mine closure and reflecting previously mined material. This estimate reported the measured and indicated resources to a level of 130 meters below sea level (172 meters shallower than the earlier estimate) to be 68 million tonnes at 0.99 grams per tonne gold and containing 2.17 million gold ounces (see Note 1). These estimates were prepared using similar methodologies; involving the preparation of a computer resource model, in which the volumes of mineralized material were estimated based on the chemical and statistical analyses of samples obtained from drill holes, taking into account geology, mineralization and alteration information obtained from surface mapping and examination of the drill samples. In the first estimate, 63,190 samples and in the second estimate, 47,029 samples were used from diamond drill core and percussion drill chip samples. In each report presenting the estimate, the effectiveness of sampling and assaying procedures were reviewed.
It is important to note that the estimates reported above were carried out prior to the establishment of Canadian National Instrument 43-101 standards. Vista believes the historical estimates were made in accordance with professional standards existing at the time, but has no way to judge the validity of these estimates with respect to current standards of resource estimation. A Qualified Person has not done sufficient work to qualify these historical estimates as current mineral resources, and Vista is not treating the estimates as current mineral resources as defined in sections 1.2 and 1.3 of Canadian National Instrument 43-101. These estimates should not be relied upon. Vista intends to prepare a new estimate of mineral resources in accordance with Canadian National Instrument 43-101 standards and has retained Gustavson Associates of Boulder, Colorado, to complete the study. Mr. John Rozelle, a Qualified Person, has visited the site on behalf of Vista and expressed the opinion that there is adequate data and technical support to complete a 43-101 compliant estimate.
Mike Richings, Vista President and CEO, stated "We know that the Batman deposit at Mt. Todd has had significant historical gold resource estimates, and that the mineral leases acquired by Vista have other discovered and drilled gold deposits. We intend to proceed with a technical study to determine the current gold resources on the mineral leases under Canadian National Instrument 43-101 standards. The Vista team is very pleased with the working relationships that have been established with the Jawoyn and the Northern Territory government and to have reached agreements that work for all parties. In time, with the right gold price, economic conditions and technology, we believe the Mt Todd gold mine can be rebuilt and operated profitably with appropriate environmental safeguards."
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de Los Reyes projects in Mexico, the Amayapampa project in Bolivia and the Awak Mas project in Indonesia.
Note 1. Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources: This press release uses the terms "measured and indicated resources." The Corporation advises U.S. investors that while these terms are recognized and required by Canadian regulations (under Canadian National Instrument 43-101), the U.S. Securities and Exchange Commission does not recognize them. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. Mineral resources that are not "mineral reserves" do not have demonstrated economic viability.
The statements that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties that could cause actual results to vary materially from targeted results. Such risks and uncertainties include those described from time to time in the Corporation's periodic reports, including its latest annual report on Form 10-K filed with the U.S. Securities and Exchange Commission. The Corporation assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Closing of U.S. $3.28 Million Non-Brokered Private Placement
Vista Gold Corp. (AMEX: VGZ) Toronto is pleased to announce the closing of the non-brokered private placement previously announced on January 19, 2006. The Corporation raised gross proceeds of U.S. $3,280,904 from the sale of 649,684 units priced at U.S. $5.05 per unit. Each unit consists of one common share and one warrant. Each warrant will entitle the holder to acquire one common share at an exercise price of U.S. $6.00 for a period of two years from the date of issue. The Corporation is to register for resale, under the U.S. Securities Act of 1933, the common shares issued in the placement, as well as the common shares issuable upon the exercise of warrants.
"The proceeds of this private placement will be used to supplement our working capital following our expenditure in December 2005 of U.S. $5.2 million as partial consideration for the acquisition of the Hycroft Royalty and approximately 20,000 acres of mineral claims in Nevada, as previously reported, and also for the acquisition of additional projects, if suitable opportunities arise, maintenance and evaluation of current projects and on-going administration costs," said Mike Richings, President and Chief Executive Officer.
The securities described above have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects and Hycroft Mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the Amayapampa project in Bolivia and the Awak Mas project in Indonesia.
The statements that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties that could cause actual results to vary materially from targeted results. Such risks and uncertainties include those described from time to time in the Corporation's periodic reports, including its latest annual report on Form 10-K filed with the U.S. Securities and Exchange Commission. The Corporation assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact Greg Marlier at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Updated Feasibility Study for Possible Restart of Operations at the Hycroft Mine in Nevada and Updates the Economics on the Paredones Amarillos Gold Project in Mexico
Vista Gold Corp. (Amex: VGZ; TSX) is pleased to announce that it has received an updated feasibility study for the possible restart of operations at the Hycroft Mine, an open-pit, heap-leach, gold mine located 54 miles west of Winnemucca, Nevada. The Hycroft Mine has produced in excess of one million ounces of gold and two million ounces of silver and is currently on a care and maintenance basis.
The updated study was issued on January 25, 2006 by Mine Development Associates (MDA) of Reno, Nevada, a consulting firm, in accordance with Canadian National Instrument 43-101 guidelines. The study and verification of the data employed in the study was undertaken under the supervision of Mr. Neil Prenn, P. Eng., a qualified person independent of Vista. The Hycroft resource estimate on which the feasibility study was based and which was used by MDA to calculate mineral reserves was prepared by Ore Reserves Engineering (ORE) of Lakewood, Colorado, under the direction of Mr. Alan Noble, P. Eng., a qualified person independent of Vista. The results of the ORE resource estimate, which was prepared in accordance with National Instrument 43-101 guidelines, were previously released by the Corporation in a news release dated August 4, 2005.
Proven and probable mineral reserves were determined within a design pit based on a US$450 per ounce gold price employing a Lerchs-Grossman optimization. The results are summarized in the following table.
Hycroft Mineral Reserve Estimate (1)
(0.005 opt cyanide-soluble gold cutoff grade)
Reserve Short Tons Fire Assay Contained Strip Ratio
Category (millions) Gold Grade Gold Ounces Waste Tons (Waste:Ore)
(opt) (millions)
Proven 11.954 0.022 260,900
Probable 21.366 0.019 401,900
Totals 33.320 0.020 662,800 50.808 1.52
1) Cautionary Note to U.S. Investors concerning estimates of Proven and
Probable Reserves: The estimates of mineral reserves shown in this
table have been prepared in accordance with Canadian National
Instrument 43-101. The definitions of proven and probable reserves
used in NI 43-101 differ from the definitions in SEC Industry Guide 7.
Accordingly, the Corporation's disclosure of mineral reserves herein
may not be comparable to information from U.S. companies subject to
the SEC's reporting and disclosure requirements.
MDA generated a new mining schedule and mining plans to develop the mine at a nominal mining rate of 24 million tons per year. Updated capital and operating costs were estimated for the proposed operation supported by engineering estimates or production parameters from previous operating experience at Hycroft and price quotations for commodities and equipment needed. The study assumed leasing of new major mining equipment and purchase of support equipment. The study estimates that following a pre-production period of 6-9 months, the mine is expected to produce, over a five year period, 375,400 ounces of gold and 1.5 million ounces of silver. (All estimates are presented on a pre-tax basis.) Total cash production costs were estimated in the study to be US$351 per ounce of gold produced with a silver credit equivalent to US$28 per ounce of gold produced based on a US$7 per ounce silver price. Total investment, including working capital, required for recommencement of operations is estimated to be US$25.6 million based on a US$450 gold price, but this is reduced to US$18.5 million at a US$550 gold price. As set forth in the updated study, the investment would generate an estimated internal rate of return (IRR) of 29.5% at a US$450 per ounce gold price and a US$7 per ounce silver price, but this increases to 69.6% at a US$550 gold price and a US$9 silver price. Similar effects are seen on the net present value (NPV) which is estimated at a US$450 gold price and a US$7 silver price, at a 5% discount rate to be US$18.9 million, and at a 0% rate to be US$26.8 million, with these NPV estimates increasing to US$51.6 million and US$65.7 million respectively at a US$550 per ounce gold price and a US$9 per ounce silver price.
In light of significantly higher gold prices in recent months, the Corporation also wishes to present the potential effects of the higher prices on the Paredones Amarillos gold project in Baja California, Mexico. In August 2005 the Corporation presented the results of a feasibility study completed by MDA, referred to above, in accordance with National Instrument 43-101 guidelines, under the supervision of Mr. Neil Prenn, P. Eng., a qualified person independent of Vista. At that time, with a gold price of $400 per ounce, MDA estimated the IRR on the US$100.3 million investment to be 4% and the NPV at a 5% discount rate to be US$6.7 million and at a 0% discount rate to be US$37.1 million. Vista has estimated that at a gold price of US$550 per ounce, based on the MDA economic model, the IRR would be 24% and the NPV at a 5% discount rate would be US$144 million or US$248 million at a 0% discount rate (these calculations have not been verified by MDA). Paredones Amarillos is an advanced-stage project with over US$35 million spent by previous owners on evaluation and engineering, and the project now proposed by Vista has been further defined with additional metallurgical and engineering design work.
Mike Richings, President and CEO, commented, "Completion of the updated restart feasibility study at the Hycroft Mine, as well as the update of economics for Paredones Amarillos, highlights engineering efforts to add value to our projects and underscores the importance of our basic strategy of acquiring and holding these valuable resources in the ground while waiting for higher gold prices. As previously announced, we recently made a significant addition to our ownership interest in the Hycroft Mine with our acquisition of F. W. Lewis Inc. Total consideration for the acquisition was US$5.25 million and 250,000 Vista shares. F. W. Lewis Inc. owned a production royalty at Hycroft, plus approximately 20,000 acres of mineral claims in Nevada. The production royalty (applying to approximately 70% of the reported reserves) was 5% Net Smelter Return (NSR) on gold and 7.5% NSR on silver (and other metals), which would have been paid by Hycroft Resources and Development Inc., a Vista subsidiary. The production royalty no longer applies by virtue of Vista's acquisition. In light of the current high gold prices this timely acquisition means that, with the royalty no longer being payable, Vista has the potential for adding significantly to estimated cash flows from the potential restart of the Hycroft Mine."
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects and Hycroft Mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, and the Amayapampa project in Bolivia.
The statements that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties that could cause actual results to vary materially from targeted results. Such risks and uncertainties include those described from time to time in the Corporation's periodic reports, including its latest annual report on Form 10-K filed with the U.S. Securities and Exchange Commission. The Corporation assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
Vista Gold Corp. Announces Proposed U.S. $3.3 Million Non-Brokered Private Placement
Vista Gold Corp. (AMEX: VGZ) Toronto announces that, subject to regulatory approval, it plans to undertake a non-brokered private placement financing which, if completed, will raise gross proceeds of up to approximately U.S. $3.3 million from the sale of up to 650,000 units priced at U.S. $5.05 per unit. The proceeds will be used to supplement the Corporation's working capital following its expenditure in December 2005 of U.S. $5.2 million as partial consideration for the acquisition of the Hycroft Royalty and approximately 20,000 acres of mineral claims in Nevada, as previously reported, and also for the acquisition of additional projects, if suitable opportunities arise, maintenance and evaluation of current projects and on-going administration costs. Each unit will consist of one common share and one warrant. Each warrant will entitle the holder to acquire one common share at an exercise price of U.S. $6.00 for a period of two years from the date of issue.
The terms of the private placement will require Vista to register for resale, under the U.S. Securities Act of 1933, the common shares issued in the placement, as well as the common shares issuable upon the exercise of warrants. No finder's fee is payable in connection with the placement.
The securities described above have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat projects and Hycroft mine, all in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, the Amayapampa project in Bolivia and the Awak Mas project in Indonesia.
The statements that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties that could cause actual results to vary materially from targeted results. Such risks and uncertainties include those described from time to time in the Corporation's periodic reports, including its latest annual report on Form 10-K filed with the U.S. Securities and Exchange Commission. The Corporation assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE: Vista Gold Corp.
CONTACT: Greg Marlier of Vista Gold Corp., +1-720-981-1185
Web site: http://www.vistagold.com/
