Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VISTA GOLD CORP.
(Exact name of registrant as specified in its charter)
Yukon Territory, Canada
(State or other jurisdiction of incorporation or organization)
98-0066159
(I.R.S. Employer Identification Number)
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado 80127
(720) 981-1185
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Ronald J. McGregor
President and Chief Executive Officer
Vista Gold Corp.
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado 80127
(720) 981-1185
(Name, address, including zip code, and telephone number, including area code,
of agent for service and authorized representative of registrant
in the United States)
with copies to:
Jonathan C. Guest, Esq. William F. Sirett, Esq.
Perkins, Smith & Cohen, LLP Borden Ladner Gervais LLP
One Beacon Street 1200 Waterfront Centre
Boston, Massachusetts 02108 200 Burrard Street, P.O. Box 48600
(617) 854-4000 Vancouver, B.C., Canada V7X 1T2
(604) 687-5744
Approximate date of commencement of proposed sale to the public: As soon
as possible after this Registration Statement is declared effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
|_|
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. |_|
CALCULATION OF REGISTRATION FEE
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price per Aggregate Offering Amount of
Registered Registered (1) Unit (2) Price (2) Registration Fee (2)
Common Shares without 2,807,352 shares $3.17 $8,899,306 $720
par value
(1) Total represents 1,407,352 common shares and up to 1,400,000 additional
common shares that are issuable upon exercise of warrants. All of the
shares registered hereby are to be offered by selling security holders of
the Registrant. In the event of a stock split, stock dividend or similar
transaction involving the common shares of the Registrant, in order to
prevent dilution, the number of shares registered shall be automatically
increased to cover additional shares in accordance with Rule 416(a) under
the Securities Act.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act, based on the average
of the high and low prices of the Registrant's common shares reported on
the American Stock Exchange on April 8, 2003.
------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
The information contained in this prospectus is not complete and may be
changed. The selling security holders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
SUBJECT TO COMPLETION, DATED APRIL ___, 2003
VISTA GOLD CORP.
2,807,352 Common Shares
without par value
All of the 2,807,352 Vista Gold common shares offered by this prospectus
may be offered and sold, from time to time, by the selling security holders
identified in this prospectus. These shares include 1,407,352 shares currently
owned by selling security holders and 1,400,000 shares issuable upon exercise of
warrants, all as described in this prospectus under "Selling Security Holders."
We will not receive any of the proceeds from the sale of shares by the selling
security holders.
The selling security holders may sell the common shares from time to time
in public or private transactions, on or off the American Stock Exchange or the
Toronto Stock Exchange, at prevailing market prices, or at privately negotiated
prices. The selling security holders may sell shares directly to purchasers or
through brokers or dealers. Brokers or dealers may receive compensation in the
form of discounts, concessions or commissions from the selling security holders.
Our common shares are traded on the American Stock Exchange and on the
Toronto Stock Exchange under the symbol VGZ. On April 8, 2003, the closing price
of a common share, as reported on the American Stock Exchange, was $3.16 per
share.
INVESTING IN OUR COMMON SHARES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 2 TO READ ABOUT CERTAIN RISKS YOU SHOULD CONSIDER
BEFORE BUYING OUR COMMON SHARES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is April ___, 2003.
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus and in the documents incorporated by
reference herein constitute forward-looking statements concerning, among other
things, projected annual gold production, mineralized material, proven or
probable reserves and cash operating costs. Forward-looking statements typically
contain words or phrases such as "anticipates," "estimates," "projects,"
"foresees," "management believes," "believes" and words or phrases of similar
import. These statements are subject to certain risks, uncertainties or
assumptions. If one or more of these risks or uncertainties materialize, or if
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected. Important factors that could cause
actual results to differ materially from those in such forward-looking
statements include those identified in this document under "Risk Factors" below.
Vista Gold assumes no obligation to update these forward-looking statements to
reflect actual results, changes in assumptions, or changes in other factors
affecting such statements.
VISTA GOLD CORP.
Vista Gold Corp. is engaged in the evaluation, acquisition, exploration
and improvement of gold exploration and potential development projects. Our
approach to acquisitions of gold projects has generally been to seek projects
within political jurisdictions with well-established mining, land ownership and
tax laws, which have adequate drilling and geological data to support the
completion of a third-party review of the geological data and to complete an
estimate of the mineralized material. In addition, we look for opportunities to
improve the value of our gold projects through exploration drilling or
introducing technological innovations. We expect that emphasis on gold project
acquisition and improvement will continue in the future.
We currently own or control six gold properties: the Maverick Springs and
Mountain View projects and the Hycroft mine, all in Nevada; the Long Valley
project in east central California; the Paredones Amarillos project in Baja,
Mexico; and the Amayapampa project in Bolivia. We also own several exploration
claims in Canada and approximately 25% of the shares of Zamora Gold Corp., a
company exploring for gold in Ecuador.
We acquired four of our current gold properties in 2002, as follows:
o On August 29, 2002, we acquired 100% of the Paredones Amarillos gold
project in the Mexican state of Baja California Sur from Viceroy
Resource Corporation. To acquire the project, we paid cash of Cdn.
$1,000,000 and issued 303,030 equity units, each consisting of one
common share and one two-year common share purchase warrant, to
Viceroy. On August 29, 2003 we will pay Viceroy an additional Cdn.
$500,000.
o On October 7, 2002, we completed the acquisition of a 100% interest
in the Maverick Springs gold and silver project and the Mountain
View gold project from Newmont Mining Corporation (Newmont), and its
wholly-owned subsidiary Newmont Capital Limited. To acquire the
Maverick Springs project, we paid cash of $250,000 and issued
141,243 equity units, each consisting of one common share and one
two-year common share purchase warrant, to Newmont, and on October
7, 2003 we will issue $500,000 in common shares to Newmont, together
with an equivalent number of two-year warrants. To acquire the
Mountain View project, we paid cash of $50,000 and issued 56,497
equity units to Newmont Capital Limited.
o Pursuant to a transaction initiated in November 2002, we have an
option to acquire 100% of the Long Valley project from Standard
Industrial Minerals, Inc. Under the
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terms of the option agreement, we would pay Standard $750,000 over
five years in annual installments. We have paid the first
installment of $100,000.
On March 7, 2003, we signed a non-binding letter of intent to purchase a
100% interest in two Nevada gold projects currently controlled by Newmont. The
two projects, Hasbrouck and Three Hills, are located near Tonopah, in
southwestern Nevada. Completion of the transaction is subject to our due
diligence review of the projects, governmental and regulatory approvals, and
negotiation and execution of a definitive purchase agreement, with closing
expected in April. Under the terms of the letter of intent, the purchase price
for both projects is $250,000, of which $50,000 would be payable in cash at
closing and $200,000 would be payable on the first anniversary of the closing,
either in cash or through the issuance of Vista Gold common shares, at our
discretion. If we elect to issue common shares, the value of the common shares
will be based on the average closing price of our common shares over the 10
trading days immediately preceding the first anniversary date. Newmont, at its
option, would retain either: (i) a 2% net smelter returns royalty (which is a
royalty based on the value of production) in each project, together with the
right to a $500,000 cash payment at the start of commercial production at either
project and a further $500,000 cash payment if, after the start of commercial
production, the gold price averages $400 or more per ounce for any three-month
period; or (ii) the right to acquire 51% of either or both projects. That right
would be exercisable only after the later of four years or the time when we have
incurred aggregate expenditures of $1,000,000 to acquire, explore and hold the
projects. Newmont would then be required to pay us cash equaling 200% of the
expenditures made by Vista Gold on the related property.
Vista Gold does not produce gold in commercial quantities and does not
currently generate operating earnings. Through fiscal 2002, we obtained funds to
acquire and explore gold properties, as well as operating funds, through private
placements of equity units consisting of Vista Gold common shares and warrants
to purchase common shares. We expect to continue to raise capital through the
exercise of warrants and through additional equity financings.
Vista Gold was originally incorporated under the Company Act (British
Columbia) in 1983 under the name "Granges Exploration Ltd.". In 1985, Granges
Exploration Ltd. and Pecos Resources Ltd. amalgamated under the name "Granges
Exploration Ltd." and in 1989, Granges Exploration Ltd. changed its name to
"Granges Inc.". In 1995, Granges and Hycroft Resources & Development Corporation
were amalgamated under the name "Granges Inc.". In 1996, Granges and Da Capo
Resources Ltd. amalgamated under the name "Vista Gold Corp.". Effective December
19, 1997, Vista Gold was continued from British Columbia to the Yukon Territory,
Canada under the Business Corporations Act (Yukon Territory).
Our principal executive offices are located at Suite 5, 7961 Shaffer
Parkway, Littleton, Colorado 80127, and our telephone number is (720) 981-1185.
Unless otherwise specified, monetary amounts in this prospectus are
reported in U.S. dollars.
RISK FACTORS
An investment in our common shares involves a high degree of risk. You
should carefully consider the risks described below and the other information
contained in this prospectus before deciding to invest in our common shares. The
risks described below are not the only ones facing our company. Additional risks
not presently known to us or which we currently consider immaterial may also
adversely affect our business. We have attempted to identify the major factors
under the heading "Risk Factors" that could cause differences between actual and
planned or
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expected results, and we have included all material risk factors. If any of the
following risks actually happen, our business, financial condition and operating
results could be materially adversely affected. In this case, the trading price
of our common shares could decline, and you could lose part or all of your
investment.
We cannot be certain that our acquisition, exploration and development
activities will be commercially successful.
We currently have no properties that produce gold in commercial
quantities. Our gold production has declined steadily since mining activities
were suspended at the Hycroft mine in 1998. Gold production is now nominal and
is incidental to heap leach pad rinsing activities. In these circumstances,
proceeds realized from the sale of gold are not reported as revenues, but rather
are netted against operating costs.
Substantial expenditures are required to acquire existing gold properties,
to establish ore reserves through drilling and analysis, to develop
metallurgical processes to extract metal from the ore and, in the case of new
properties, to develop the mining and processing facilities and infrastructure
at any site chosen for mining. We cannot assure you that any gold reserves or
mineralized material acquired or discovered will be in sufficient quantities to
justify commercial operations or that the funds required for development can be
obtained on a timely basis.
The price of gold is subject to fluctuations, which could adversely affect the
realizable value of our assets and potential future results of operations and
cash flow.
Our principal assets are gold reserves and mineralized material. We intend
to attempt to acquire additional properties containing gold reserves and
mineralized material. The price that we pay to acquire these properties will be,
in large part, influenced by the price of gold at the time of the acquisition.
Our potential future revenues are expected to be, in large part, derived from
the mining and sale of gold from these properties or from the outright sale of
some of these properties. The value of these gold reserves and mineralized
material, and the value of any potential gold production therefrom, will vary in
direct proportion to variations in gold prices. The price of gold has fluctuated
widely, and is affected by numerous factors beyond our control including, but
not limited to, international, economic and political trends, expectations of
inflation, currency exchange fluctuations, central bank activities, interest
rates, global or regional consumption patterns and speculative activities. The
effect of these factors on the price of gold, and therefore the economic
viability of any of our projects, cannot accurately be predicted. Any drop in
the price of gold would adversely affect our asset values, cash flows, potential
revenues and profits.
Mining exploration, development and operating activities are inherently
hazardous.
Mineral exploration involves many risks that even a combination of
experience, knowledge and careful evaluation may not be able to overcome.
Operations in which Vista Gold has direct or indirect interests will be subject
to all the hazards and risks normally incidental to exploration, development and
production of gold and other metals, any of which could result in work
stoppages, damage to property and possible environmental damage. The nature of
these risks is such that liabilities might exceed any liability insurance policy
limits. It is also possible that the liabilities and hazards might not be
insurable, or, Vista Gold could elect not to insure itself against such
liabilities due to high premium costs or other reasons, in which event, we could
incur significant costs that could have a material adverse effect on our
financial condition.
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Reserve calculations are estimates only, subject to uncertainty due to factors
including metal prices and recoverability of metal in the mining process.
There is a degree of uncertainty attributable to the calculation of
reserves and corresponding grades dedicated to future production. Until reserves
are actually mined and processed, the quantity of ore and grades must be
considered as an estimate only. In addition, the quantity of reserves and ore
may vary depending on metal prices. Any material change in the quantity of
reserves, mineralization, grade or stripping ratio may affect the economic
viability of our properties. In addition, there can be no assurance that gold
recoveries or other metal recoveries in small-scale laboratory tests will be
duplicated in larger scale tests under on-site conditions or during production.
Our exploration and development operations are subject to environmental
regulations, which could result in our incurring additional costs and
operational delays.
All phases of our operations are subject to environmental regulation.
Environmental legislation is evolving in some countries or jurisdictions in a
manner which will require stricter standards and enforcement, increased fines
and penalties for non-compliance, more stringent environmental assessments of
proposed projects and a heightened degree of responsibility for companies and
their officers, directors and employees. There is no assurance that future
changes in environmental regulation, if any, will not adversely affect our
projects. We are currently subject to environmental regulations with respect to
our properties in Nevada, Bolivia and Mexico.
The Hycroft mine in Nevada occupies private and public lands. The public
lands include unpatented mining claims on lands administered by the U.S. Bureau
of Land Management. These claims are governed by the laws and regulations of the
U.S. federal government and the state of Nevada.
U.S. Federal Laws
The Bureau of Land Management requires that mining operations on lands
subject to its regulation obtain an approved plan of operations subject to
environmental impact evaluation under the National Environmental Policy Act. Any
significant modifications to the plan of operations may require the completion
of an environmental assessment or Environmental Impact Statement prior to
approval. Mining companies must post a bond or other surety to guarantee the
cost of post-mining reclamation. These requirements could add significant
additional cost and delays to any mining project we undertake.
Under the Resource Conservation and Recovery Act, mining companies may
incur costs for generating, transporting, treating, storing, or disposing of
hazardous waste, as well as for closure and post-closure maintenance once they
have completed mining activities on a property. Our mining operations may
produce air emissions, including fugitive dust and other air pollutants, from
stationary equipment, storage facilities, and the use of mobile sources such as
trucks and heavy construction equipment which are subject to review, monitoring
and/or control requirements under the Federal Clean Air Act and state air
quality laws. Permitting rules may impose limitations on our production levels
or create additional capital expenditures in order to comply with the rules.
The Comprehensive Environmental Response Compensation and Liability Act of
1980, as amended imposes strict, joint and several liability on parties
associated with releases or threats of releases of hazardous substances. Those
liable groups include, among others, the current owners and operators of
facilities which release hazardous substances into the environment and past
owners and operators of properties who owned such properties at the time the
disposal of the hazardous substances occurred. This liability could include the
cost of removal or remediation of the release
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and damages for injury to the surrounding property. We cannot predict the
potential for future CERCLA liability with respect to our Nevada property or
surrounding areas.
Nevada Laws
At the state level, mining operations in Nevada are also regulated by the
Nevada Department of Conservation and Natural Resources, Division of
Environmental Protection. Nevada state law requires the Hycroft mine to hold
Nevada Water Pollution Control Permits, which dictate operating controls and
closure and post-closure requirements directed at protecting surface and ground
water. In addition, we are required to hold Nevada Reclamation Permits required
under NRS 519A.010 through 519A.170. These permits mandate concurrent and
post-mining reclamation of mines and require the posting of reclamation bonds
sufficient to guarantee the cost of mine reclamation. Other Nevada regulations
govern operating and design standards for the construction and operation of any
source of air contamination, and landfill operations. Any changes to these laws
and regulations could have an adverse impact on our financial performance and
results of operations by, for example, required changes to operating
constraints, technical criteria, fees or surety requirements.
Bolivia Laws
We are required under Bolivian laws and regulations to acquire permits and
other authorizations before we can develop and mine the Amayapampa project. In
Bolivia there is relatively new comprehensive environmental legislation, and the
permitting and authorization process may be less established and less
predictable than in the United States. There can be no assurance that we will be
able to acquire necessary permits or authorizations on a timely basis. Delays in
acquiring any permit or authorization could increase the development cost of the
Amayapampa project, or delay the start of production.
Under Bolivian regulations, the primary component of environmental
compliance and permitting is the completion and approval of an environmental
impact study known as Estudio de Evaluacion de Impacto Ambiental, or EEIA. The
EEIA provides a description of the existing environment, both natural and
socio-economic, at the project site and in the region; interprets and analyzes
the nature and magnitude of potential environmental impacts that might result
from project activities, and describes and evaluates the effectiveness of the
operational measures planned to mitigate the environmental impacts. Baseline
environmental conditions, including meteorology and air quality, hydrological
resources and surface water, are the basis by which direct and indirect
project-related impacts are evaluated and by which potential mitigation measures
are proposed. If our project is found to significantly adversely impact any of
these baseline conditions, we could incur significant costs to correct the
adverse impact, or delay the start of production.
Mexico Laws
We are required under Mexican laws and regulations to acquire permits and
other authorizations before we can develop and mine the Paredones Amarillos
project. Since the passage of Mexico's 1988 General Law on Ecological
Equilibrium and Environmental Protection, a sophisticated system for
environmental regulation has evolved. In addition, North American Free Trade
Agreement (NAFTA) requirements for regulatory standards in Mexico equivalent to
those of the U.S. and Canada have obligated the Mexican government to continue
further development of environmental regulation. Most regulatory programs are
implemented by various divisions of the Environment, Natural Resources and
Fisheries Secretariat (SEMARNAP). There can be no assurance that we will be able
to acquire necessary permits or authorizations on a timely basis. Delays in
acquiring any permit or authorization could increase the development cost of the
Paredones Amarillos project, or delay the start of production.
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The most significant environmental permitting requirements, as they relate
to the Paredones Amarillos project are: developing reports on environmental
impacts; regulation and permitting of discharges to air, water and land; new
source performance standards for specific air and water pollutant emitting
sources; solid and hazardous waste management regulations; developing risk
assessment reports; developing evacuation plans; and monitoring inventories of
hazardous materials. If our project is found to not be in compliance with any of
these requirements, we could incur significant compliance costs, or delay the
start of production.
We face intense competition in the mining industry.
The mining industry is intensely competitive in all of its phases. As a
result of this competition, some of which is with large established mining
companies with substantial capabilities and with greater financial and technical
resources than ours, we may be unable to acquire additional attractive mining
claims or financing on terms we consider acceptable. Vista Gold also competes
with other mining companies in the recruitment and retention of qualified
managerial and technical employees. If we are unable to successfully compete for
qualified employees, our exploration and development programs may be slowed down
or suspended. We compete with other gold companies for capital. If we are unable
to raise sufficient capital, our exploration and development programs may be
jeopardized or we may not be able to acquire, develop or operate gold projects.
We may be unable to raise additional capital on favorable terms.
The exploration and development of our development properties,
specifically the construction of mining facilities and commencement of mining
operations, may require substantial additional financing. Significant capital
investment is required to achieve commercial production from each of our
non-producing properties. We will have to raise additional funds from external
sources in order to restart mining activities at the Hycroft mine or begin
construction and development activities at any of our other gold projects. There
can be no assurance that additional financing will be available at all or on
acceptable terms and, if additional financing is not available, we may have to
substantially reduce or cease our operations.
Some of our directors may have conflicts of interest as a result of their
involvement with other natural resource companies.
Some of our directors are directors or officers of other natural resource
or mining-related companies. Robert A. Quartermain is currently the President
and a director of Silver Standard Resources Inc., and is an officer and a
director of Canplats Resources Corporation and of Pacific Sapphire Company Ltd.
He is a director of Repadre Capital Corporation (which holds interests in
resource properties), Western Copper Holdings Ltd., Paso Rico Resources and
Reliant Ventures Ltd. C. Thomas Ogryzlo is the Executive Vice President and
Chief Operating Officer of Polaris Energy Corp. and is a director of Birim
Goldfields Inc., Tiomin Resources Inc. and Plata-Peru Resources Inc. Michael B.
Richings is the President and a director of Kinrade Resources Limited. John M.
Clark is a director of Impact Energy Inc. These associations may give rise to
conflicts of interest from time to time. In the event that any such conflict of
interest arises, a director who has such a conflict is required to disclose the
conflict to a meeting of the directors of the company in question and to abstain
from voting for or against approval of any matter in which such director may
have a conflict. In appropriate cases, the company in question will establish a
special committee of independent directors to review a matter in which several
directors, or management, may have a conflict. In accordance with the laws of
the Yukon Territory, the directors of all companies are required to act
honestly, in good faith and in the best interests of a company for which they
serve as a director.
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There may be challenges to our title in our mineral properties.
There may be challenges to title to the mineral properties in which we
hold a material interest. If there are title defects with respect to any of our
properties, we might be required to compensate other persons or perhaps reduce
our interest in the affected property. Also, in any such case, the investigation
and resolution of title issues would divert management's time from ongoing
exploration and development programs.
Our property interests in Bolivia are subject to risks from political and
economic instability in that country.
We have property interests in Bolivia, which may be affected by risks
associated with political or economic instability in that country. The risks
include, but are not limited to: military repression, extreme fluctuations in
currency exchange rates, labor instability or militancy, mineral title
irregularities and high rates of inflation. Changes in mining or investment
policies or shifts in political attitude in Bolivia may adversely affect our
business. We may be affected in varying degrees by government regulation with
respect to restrictions on production, price controls, export controls, income
taxes, expropriation of property, maintenance of claims, environmental
legislation, land use, land claims of local people, water use and mine safety.
The effect of these factors cannot be accurately predicted.
Our financial position and results are subject to fluctuations in foreign
currency values.
Because we have mining exploration and development operations in North and
South America, we are subject to foreign currency fluctuations, which may
materially affect our financial position and results. We do not engage in
currency hedging to offset any risk of currency fluctuations.
We measure and report our financial results in U.S. dollars. We have
projects in Bolivia and Mexico, and we are looking for other projects in Mexico
and in Central and South America. Economic conditions and monetary policies in
these countries can result in severe currency fluctuations.
Currently all our material transactions in Mexico and Bolivia are
denominated in U.S. dollars. However, if we were to begin commercial operations
in Mexico or Bolivia (or other Latin American countries) it is possible that
material transactions incurred in the local currency, such as engagement of
local contractors for major projects, will be settled at a U.S. dollar value
that is different from the U.S. dollar value of the transaction at the time it
was incurred. This could have the effect of undermining profits from our
operations in that country.
The market price of our common shares could decrease as a result of the impact
of the significant increase in the number of our outstanding shares that may
result from exercise of warrants pursuant to our issuances in 2002 and 2003.
At April 8, 2003, we had outstanding 12,621,819 common shares. Of the
2,807,352 shares being offered by our selling security holders under this
prospectus, 1,407,352 are currently outstanding and therefore are already
reflected in our total outstanding shares, and the remaining 1,400,000 are
issuable upon exercise of warrants. An additional 4,374,292 shares are issuable
upon exercise of warrants, including warrants issued upon conversion of
debentures, all as acquired from Vista Gold in private placement transactions we
undertook in 2002, as described in our previous filings with the SEC including
our Annual Report on Form 10-K for the year ended December 31, 2002. If all of
the warrants are exercised, the number of our currently outstanding shares would
increase by approximately 46%, to 18,396,111. The impact of the issuance of a
significant amount
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of common shares from these warrant exercises may place substantial downward
pressure on the market price of our common shares.
It may be difficult to enforce judgments or bring actions outside the United
States against us and certain of our directors and officers.
Vista Gold is a Canadian corporation and certain of its directors and
officers are neither citizens nor residents of the United States. A substantial
part of the assets of several of these persons, and of Vista Gold, are located
outside the United States. As a result, it may be difficult or impossible for an
investor:
o to enforce in courts outside the United States judgments obtained in
United States courts based upon the civil liability provisions of
United States federal securities laws against these persons and
Vista Gold; or
o to bring in courts outside the United States an original action to
enforce liabilities based upon United States federal securities laws
against these persons and Vista Gold.
USE OF PROCEEDS
Vista Gold will not receive any proceeds from the sale of the common
shares offered by the selling security holders.
SELLING SECURITY HOLDERS
The selling security holders identified in the following table are
offering for sale a total of 2,807,352 common shares. These shares include
1,407,352 common shares currently owned by selling security holders and
1,400,000 shares issuable upon exercise of warrants. We issued the shares and
warrants to the selling security holders in different transactions, as follows:
o Private Placement Financing. In a private placement financing in
February 2003, we issued an aggregate 1,400,000 special warrants
which subsequently by their terms were automatically converted into
equity units, each consisting of one common share and one warrant.
The purchasers are listed in the table below.
o Compensation for Financial Advisory Services. In March 2003, we
issued 7,352 common shares to Endeavour Financial Corporation Inc.
as compensation for financial advisory services.
These issuances are discussed below.
Issuances in Private Placement Financing
On February 7, 2003, we completed a private placement financing in which
we issued 1,400,000 special warrants at a price of $2.43 per special warrant,
for an aggregate purchase price of $3.4 million. The proceeds were placed in
escrow pending shareholder approval of the financing, which occurred at our
Special General Meeting held on February 27, 2003. The special warrants were
automatically converted into equity units upon shareholder approval. Each unit
consists of one common share and one warrant, exercisable over a four-year
period from the issuance date, to purchase one common share for $3.14 during the
first year, $3.56 during the
8
second year, $3.92 during the third year and $4.28 during the fourth year.
Starting on the second anniversary of the issuance date, if our closing common
share price on the American Stock Exchange is 150% or more of the applicable
warrant exercise price for 15 consecutive trading days, we will have the option
to request that the warrants be exercised. Any warrants not exercised within 15
business days following our request would be deemed canceled.
The transaction was priced as of December 4, 2002, based on a 15% discount
to the closing price of our common shares on the Toronto Stock Exchange
(adjusted for U.S./Canadian dollar exchange rates) on that date. The common
share component of the unit represented substantially all of the unit value. On
December 4, 2002, the closing price for our common shares on the American Stock
Exchange was $2.95. Our net proceeds were approximately $3.0 million after
commissions and costs including a 10% cash finder's commission paid to our
placement agent in the transaction, Global Resource Investments Ltd. The net
proceeds will be used to evaluate and acquire gold mining properties, and to
hold and maintain these properties for development or sale in anticipation of
higher gold prices. We agreed in connection with this transaction to register
all shares issuable in the transaction including shares issuable upon exercise
of warrants.
Issuances as Compensation for Financial Advisory Services
Pursuant to our agreement with Endeavour Financial Corporation Inc. dated
August 22, 2002, as amended on November 30, 2002, Endeavour Financial is to
provide financial advisory services to us for a monthly fee of $10,000, payable
on the first business day of the month following that in which services are
provided. The monthly fee is payable by the issuance to Endeavour Financial of a
non-transferable convertible promissory note, which is in turn automatically
converted into Vista Gold common shares at a price per share equal to the
weighted average closing price of the shares on the American Stock Exchange on
the last 10 trading days of the month prior to the business day on which the fee
becomes due. We agreed to register all shares issued to Endeavour Financial
under this agreement. We have previously registered 10,869 shares issued to
Endeavour Financial in connection with services rendered through November 30,
2002. As of March 28, 2003, we had issued an additional 7,352 shares to
Endeavour Financial under this agreement, which we are now registering for
resale, as follows:
AMEX 10-Day
Weighted-Average Number of Shares
Date Convertible Principal Amount of Closing Price Preceding Issuable upon
Note Issued Convertible Note Note Issuance Conversion of Note
----------- ---------------- ------------- ------------------
January 1, 2003 $10,000 $3.63 2,751
February 1, 2003 10,000 4.53 2,207
March 1, 2003 10,000 4.18 2,394
------- -----
Totals $30,000 7,352
The selling security holders may offer their common shares for sale from
time to time at market prices prevailing at the time of sale or at negotiated
prices, and without payment of any underwriting discounts or commissions except
for usual and customary selling commissions paid to brokers or dealers.
The following table sets forth, as of April 8, 2003, the number of shares
being held of record or beneficially by the selling security holders that may be
offered under this prospectus, and provides by footnote reference any material
relationship between Vista Gold and the selling security holder, all of which is
based upon information currently available to us.
9
----------------------------------------------------------------------------------------------------------------
Beneficial Ownership of Beneficial Ownership of
Selling Security Holder Shares
Prior to Offering (1) After Offering (2)
--------------------- ------------------
----------------------------------------------------------------------------------------------------------------
Number of
Shares
Offered
Name of Selling Security Holder Number Percent Hereby (3) Number Percent
------------------------------- ------ ------- ---------- ------- -------
----------------------------------------------------------------------------------------------------------------
Agora Communications Ltd. (4) 40,000 * 40,000 0 *
----------------------------------------------------------------------------------------------------------------
Douglas Casey (5) 294,930 2.3% 100,000 194,930 1.3%
----------------------------------------------------------------------------------------------------------------
Adventure Seekers Travel, Inc. (6) 55,866 * 26,000 29,866 *
----------------------------------------------------------------------------------------------------------------
Martin M. Bressler 10,000 * 10,000 0 *
----------------------------------------------------------------------------------------------------------------
Haywood Securities ITF David Lyall (7) 200,856 1.6% 80,000 120,856 *
----------------------------------------------------------------------------------------------------------------
John Tognetti 200,000 1.6% 200,000 0 *
----------------------------------------------------------------------------------------------------------------
Canaccord Capital ITF Peter M. Brown 80,000 * 80,000 0 *
----------------------------------------------------------------------------------------------------------------
Brant Investments Limited (8) 212,406 1.7% 80,000 132,406 *
----------------------------------------------------------------------------------------------------------------
Obrea & Co. ITF RRSP (9) 362,556 2.8% 80,000 282,556 1.8%
----------------------------------------------------------------------------------------------------------------
Endeavour Mining Capital Corp. (10) 160,000 1.3% 160,000 0 *
----------------------------------------------------------------------------------------------------------------
Adrian Day 40,000 * 40,000 0 *
----------------------------------------------------------------------------------------------------------------
Kevin O'Halloran, M.D. 82,000 * 82,000 0 *
----------------------------------------------------------------------------------------------------------------
Jan W. Janssen Trust UAD 11/4/2002 116,000 * 116,000 0 *
----------------------------------------------------------------------------------------------------------------
The Harnack Family Trust dtd 10/27/87 32,000 * 32,000 0 *
----------------------------------------------------------------------------------------------------------------
J. Clay Freeny & Phyllis Freeny Joint Tenants 14,000 * 14,000 0 *
----------------------------------------------------------------------------------------------------------------
Merry Lee Carnall 32,000 * 32,000 0 *
----------------------------------------------------------------------------------------------------------------
Stephen S. Taylor 32,000 * 32,000 0 *
----------------------------------------------------------------------------------------------------------------
Taylor Leasing, LLC (11) 16,000 * 16,000 0 *
----------------------------------------------------------------------------------------------------------------
Charles A. Haegelin 20,000 * 20,000 0 *
----------------------------------------------------------------------------------------------------------------
The Valentine Family Trust UAD 9/25/98 16,000 * 16,000 0 *
----------------------------------------------------------------------------------------------------------------
Lowell S. Fink 28,000 * 28,000 0 *
----------------------------------------------------------------------------------------------------------------
Karen Mileson 20,000 * 20,000 0 *
----------------------------------------------------------------------------------------------------------------
Herbert L. Raburn 40,000 * 40,000 0 *
----------------------------------------------------------------------------------------------------------------
Harriet C. Utley 20,000 * 20,000 0 *
----------------------------------------------------------------------------------------------------------------
Utley Interests Inc. (12) 20,000 * 20,000 0 *
----------------------------------------------------------------------------------------------------------------
Charles Hill & Richard Utley & JLT 20,000 * 20,000 0 *
(Southern) Ltd; Trustees of the Oakland
Energy (UK) Ltd. Retirement Benefit Scheme
(13)
----------------------------------------------------------------------------------------------------------------
John E. Dierks Living Trust dtd 1/7/1986 80,000 * 80,000 0 *
----------------------------------------------------------------------------------------------------------------
Daniel T. Martinez 100,000 * 100,000 0 *
----------------------------------------------------------------------------------------------------------------
David De Lamar 12,000 * 12,000 0 *
----------------------------------------------------------------------------------------------------------------
The McDougal Family Limited Partnership 14,000 * 14,000 0 *
----------------------------------------------------------------------------------------------------------------
John Montfort 100,000 * 100,000 0 *
----------------------------------------------------------------------------------------------------------------
The Cranton Family Partnership L.P. 126,000 1.0% 126,000 0 *
----------------------------------------------------------------------------------------------------------------
Marvin Berkman 20,000 * 20,000 0 *
----------------------------------------------------------------------------------------------------------------
10
----------------------------------------------------------------------------------------------------------------
Beneficial Ownership of Beneficial Ownership of
Selling Security Holder Shares
Prior to Offering (1) After Offering (2)
--------------------- ------------------
----------------------------------------------------------------------------------------------------------------
Number of
Shares
Offered
Name of Selling Security Holder Number Percent Hereby (3) Number Percent
------------------------------- ------ ------- ---------- ------- -------
----------------------------------------------------------------------------------------------------------------
Caroline Berkman 12,000 * 12,000 0 *
----------------------------------------------------------------------------------------------------------------
Charles E. Koehn Jr. 20,000 * 20,000 0 *
----------------------------------------------------------------------------------------------------------------
Larry E. Rieder 20,000 * 20,000 0 *
----------------------------------------------------------------------------------------------------------------
MDW & Associates, LLC (14) 28,500 * 20,000 8,500 *
----------------------------------------------------------------------------------------------------------------
Susan C. van Eeden (15) 29,493 * 10,000 19,493 *
----------------------------------------------------------------------------------------------------------------
Howard Family Trust UAD 4/29/99 (16) 50,086 * 20,000 30,086 *
----------------------------------------------------------------------------------------------------------------
Dante Gallinetti 20,000 * 20,000 0 *
----------------------------------------------------------------------------------------------------------------
RBC Dain Rauscher Custodian FBO Ronald P. 40,000 * 40,000 0 *
Slates Segregated Rollover IRA
----------------------------------------------------------------------------------------------------------------
Southern Minnesota Broadcasting Co. (17) 80,000 * 80,000 0 *
----------------------------------------------------------------------------------------------------------------
Tracy Siddall 20,000 * 20,000 0 *
----------------------------------------------------------------------------------------------------------------
Switoslaw D. Stowbunenko-Saitschenko, Trust 20,000 * 20,000 0 *
----------------------------------------------------------------------------------------------------------------
Kenneth P. Metcalfe 20,000 * 20,000 0 *
----------------------------------------------------------------------------------------------------------------
Glass Supplies, Inc. (18) 30,000 * 30,000 0 *
----------------------------------------------------------------------------------------------------------------
David L. Jenson 20,000 * 20,000 0 *
----------------------------------------------------------------------------------------------------------------
Jaime L. Matta 60,000 * 60,000 0 *
----------------------------------------------------------------------------------------------------------------
Timothy K. Taylor 20,000 * 20,000 0 *
----------------------------------------------------------------------------------------------------------------
First Riverside Investors LP (19) 40,000 * 40,000 0 *
----------------------------------------------------------------------------------------------------------------
John P. & Roberta Lindal 20,000 * 20,000 0 *
----------------------------------------------------------------------------------------------------------------
Keith Presnell (20) 180,278 1.4% 60,000 120,278 *
----------------------------------------------------------------------------------------------------------------
The Hart Organization Corp. (21) 372,000 2.9% 372,000 0 *
----------------------------------------------------------------------------------------------------------------
Wendy James 20,000 * 20,000 0 *
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Endeavour Financial Corporation Inc. (22) 18,221 * 7,352 10,869 *
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
TOTAL 3,757,192 26.1% 2,807,352 949,840 6.0%
----------------------------------------------------------------------------------------------------------------
* Represents less than 1% of the outstanding common shares.
(1) Applicable percentage of ownership is based on 12,621,819 common shares
outstanding as of April 8, 2003, plus any securities held by such holder
exercisable for or convertible into common shares within sixty (60) days
after the date of this prospectus, in accordance with Rule 13d-3(d)(1)
under the Securities Exchange Act of 1934, as amended.
(2) Because the selling security holders may sell all, some or none of their
shares or may acquire or dispose of other common shares, we cannot
estimate the aggregate number of shares which will be sold in this
offering or the number or percentage of common shares that each selling
security holder will own upon completion of this offering.
11
(3) Unless otherwise noted, represents the total number of (i) common shares
issued to the selling security holder and (ii) shares issuable to the
holder upon exercise of warrants acquired in private placement transaction
as described above, and assumes in all cases that all shares are sold
pursuant to this offering and that no other common shares are acquired or
disposed of by the selling security holders prior to the termination of
this offering. As described above, Endeavour Financial Corporation was
issued common shares only, as compensation for financial advisory
services.
(4) Agora Communications Ltd. is a privately-held corporation based in
Liechtenstein. Based on its filing with the Toronto Stock Exchange in
connection with its purchase of special warrants from Vista Gold, Jurg
Keller is a director and authorized signatory, and no person beneficially
owns 10% or more of its outstanding equity.
(5) Ownership totals include 97,465 previously acquired common shares and
97,465 common shares issuable upon exercise of previously acquired
warrants, that are not being registered for inclusion in this offering.
(6) Adventure Seekers Travel, Inc., is a privately-held corporation based in
California. Based on its filing with the Toronto Stock Exchange in
connection with its purchase of special warrants from Vista Gold, its
President is Bryce W. Rhodes, and its controlling shareholders are Mr.
Rhodes and Susan W. Rhodes. Ownership totals include 5,500 previously
acquired common shares and 24,366 common shares issuable upon exercise of
previously acquired warrants, that are not being registered for inclusion
in this offering.
(7) Ownership totals include 60,428 previously acquired common shares and
60,428 common shares issuable upon exercise of previously acquired
warrants, that are not being registered for inclusion in this offering.
(8) Securities registered as shown in table but purchaser is Middlemarch
Partners Limited, which is a privately-held corporation based in the
United Kingdom. Based on its filing with the Toronto Stock Exchange in
connection with its purchase of special warrants from Vista Gold, Cecilia
M. Kershaw is a director and authorized signatory, and Ms. Kershaw and
Henry Tondowski are its controlling equityholders. Ownership totals
include 71,978 previously acquired common shares and 60,428 common shares
issuable upon exercise of previously acquired warrants, that are not being
registered for inclusion in this offering.
(9) Securities registered as shown in table but purchaser is Ross Beaty.
Ownership totals include 222,128 previously acquired common shares and
60,428 common shares issuable upon exercise of previously acquired
warrants, that are not being registered for inclusion in this offering.
(10) Endeavour Mining Capital Corp. is a privately-held corporation based in
the Cayman Islands. Based on its filing with the Toronto Stock Exchange in
connection with its purchase of special warrants from Vista Gold, William
Koutsouras is a director, Secretary and Chief Financial Officer and
authorized signatory, and its controlling equityholders are The Equitable
Life Assurance Society, based in the United Kingdom, and Kinross Gold
Corporation, based in Toronto, Ontario, Canada, both of which are
widely-held entities. Newmont Mining Corporation owns more than 10% of the
outstanding equity of Kinross Gold. The directors of Endeavour Mining, in
addition to Mr. Koutsouras, are Neil Woodyer, Frank Giustra, Wayne
McManus, Michael Beckett and Anthony Williams. These are the same
directors as for Endeavour Financial Corporation Inc. (see Note 22). The
two entities have no common ownership.
(11) Taylor Leasing, LLC is a privately-held limited liability company based in
Illinois. Based on its filing with the Toronto Stock Exchange in
connection with its purchase of special warrants from Vista Gold, Stephen
S. Taylor is a manager of the LLC, and each of Mr. Taylor and Stephen S.
Taylor, Sr. owns 10% or more of its outstanding equity.
(12) Utley Interests Inc. is a privately-held corporation based in Texas. Based
on its filing with the Toronto Stock Exchange in connection with its
purchase of special warrants from Vista Gold, its President and 100% owner
is Richard J.W. Utley.
12
(13) Registered owner is a corporate retirement plan organized under United
Kingdom law, whose sole beneficiary is Mr. Utley.
(14) MDW & Associates LLC is a privately-held limited liability company based
in California. Based on its filing with the Toronto Stock Exchange in
connection with its purchase of special warrants from Vista Gold, Michael
D. Winn is a manager of the LLC, and each of Mr. Winn and Putney Holding
Company, L.P. owns 10% or more of its outstanding equity. Further
information as to Putney Holding Company, L.P. is not available. Ownership
totals include 3,500 previously acquired common shares and 5,000 common
shares issuable upon exercise of previously acquired warrants, that are
not being registered for inclusion in this offering.
(15) Ownership totals include 19,493 common shares issuable upon exercise of
previously acquired warrants, that are not being registered for inclusion
in this offering.
(16) Ownership totals include 30,086 previously acquired common shares that are
not being registered for inclusion in this offering.
(17) Southern Minnesota Broadcasting Co. is a privately-held corporation based
in Minnesota. Based on its filing with the Toronto Stock Exchange in
connection with its purchase of special warrants from Vista Gold, its
President is Greg Gantling, and no person beneficially owns 10% or more of
its outstanding equity.
(18) Glass Supplies, Inc. is a privately-held corporation based in Virginia.
Based on its filing with the Toronto Stock Exchange in connection with its
purchase of special warrants from Vista Gold, its President and 100% owner
is Donald Smith.
(19) First Riverside Investors LP is a privately-held limited partnership based
in New York. Based on its filing with the Toronto Stock Exchange in
connection with its purchase of special warrants from Vista Gold, its
authorized signatory is Jerome Ginsburg, and each of Mr. Ginsburg and
Merle Ginsburg owns 10% or more of its outstanding equity.
(20) Ownership totals include 61,799 previously acquired common shares and
58,479 common shares issuable upon exercise of previously acquired
warrants, that are not being registered for inclusion in this offering.
(21) The Hart Organization Corp. is a privately-held corporation based in
Georgia. Based on its filing with the Toronto Stock Exchange in connection
with its purchase of special warrants from Vista Gold, Latrobe J. Laidlaw
is its Vice President Operations and authorized signatory, and Frank E.
Hart owns 10% or more of its outstanding equity.
(22) Total represents common shares only. Endeavour Financial Corporation Inc.
is a privately-held corporation based in the Cayman Islands. Its directors
are William Koutsouras, Neil Woodyer, Frank Giustra, Wayne McManus,
Michael Beckett and Anthony Williams. These are the same directors as for
Endeavour Mining Capital Corp. (see Note 10). The two entities have no
common ownership. Controlling shareholders of Endeavour Financial are:
Dragon Capital Holdings Limited (a United Kingdom incorporated company),
Yeoman Investments Inc. (an Antigua incorporated company) and Omega
Holdings (a Barbados incorporated company). Further information as to
these companies is not available. Ownership totals include 10,869
previously acquired common shares that are not being registered for
inclusion in this offering.
PLAN OF DISTRIBUTION
Vista Gold is registering the shares on behalf of the selling security
holders. We will pay all expenses in connection with the registration of the
common shares being sold by the selling security holders, except for the fees
and expenses of any counsel and other advisors that any selling
13
security holders may employ to represent them in connection with the offering
and any brokerage or underwriting discounts or commissions paid to
broker-dealers in connection with the sale of the shares. Vista Gold will not
receive any of the proceeds of the sale of the shares offered by the selling
security holders.
The selling security holders have not advised us of any specific plan for
distribution of the shares offered hereby, but it is anticipated that the shares
will be sold from time to time by the selling security holders or by pledgees,
donees, transferees or other successors in interest on a best efforts basis
without an underwriter. Such sales may be made on the American Stock Exchange,
the Toronto Stock Exchange, any exchange upon which our shares may trade in the
future, over-the-counter, or otherwise, at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions. The shares may be sold by one or more of the following, without
limitation:
o a block trade in which the broker or dealer so engaged will attempt
to sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
o purchases by a broker or dealer for its account pursuant to this
prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchases;
o through options, swaps or derivatives;
o in privately negotiated transactions;
o in transactions to cover short sales;
o through a combination of any such methods of sale; or
o in accordance with Rule 144 under the Securities Act, rather than
pursuant to this prospectus.
The selling security holders may sell their shares directly to purchasers
or may use brokers, dealers, underwriters or agents to sell their shares.
Brokers or dealers engaged by the selling security holders may arrange for other
brokers or dealers to participate. Brokers or dealers may receive commissions,
discounts or concessions from the selling security holders, or, if any such
broker-dealer acts as agent for the purchaser of shares, from the purchaser in
amounts to be negotiated immediately prior to the sale. The compensation
received by brokers or dealers may, but is not expected to, exceed that which is
customary for the types of transactions involved. Broker-dealers may agree with
a selling security holder to sell a specified number of shares at a stipulated
price per share, and, to the extent the broker-dealer is unable to do so acting
as agent for a selling security holder, to purchase as principal any unsold
shares at the price required to fulfill the broker-dealer commitment to the
selling security holder. Broker-dealers who acquire shares as principal may
thereafter resell the shares from time to time in transactions, which may
involve block transactions and sales to and through other broker-dealers,
including transactions of the nature described above, in the over-the-counter
market or otherwise at prices and on terms then prevailing at the time of sale,
at prices then related to the then-current market price or in negotiated
transactions. In connection with resales of the shares, broker-dealers may pay
to or receive from the purchasers of shares commissions as described above.
The selling security holders and any broker-dealers or agents that
participate with the selling security holders in the sale of the shares may be
deemed to be "underwriters" within the meaning
14
of the Securities Act. In that event, any commissions received by broker-dealers
or agents and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
From time to time the selling security holders may engage in short sales,
short sales against the box, puts and calls and other hedging transactions in
our securities, and may sell and deliver the shares in connection with such
transactions or in settlement of securities loans. These transactions may be
entered into with broker-dealers or other financial institutions. In addition,
from time to time, a selling security holder may pledge its shares pursuant to
the margin provisions of its customer agreements with its broker-dealer. Upon
delivery of the shares or a default by a selling security holder, the
broker-dealer or financial institution may offer and sell the pledged shares
from time to time.
We have advised the selling security holders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling security holders and their
affiliates. In addition, we will make copies of this prospectus available to the
selling security holders for the purpose of satisfying the prospectus delivery
requirements of the Securities Act.
Upon our being notified by a selling security holder that any material
arrangement has been entered into with a broker-dealer for the sale of the
shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing:
o the name of each such selling security holder and of the
participating broker-dealer(s);
o the number of shares involved;
o the price at which such shares were sold;
o any commissions paid or discounts or concessions allowed to such
broker-dealer(s); and
o other facts material to the transaction.
In order to comply with the securities laws of certain jurisdictions the
shares must be offered or sold only through registered or licensed brokers or
dealers. In addition, in certain jurisdictions, the shares may not be offered or
sold unless they have been registered or qualified for sale or an exemption is
available and complied with.
DESCRIPTION OF CAPITAL STOCK
We have authorized an unlimited number of common shares, no par value per
share, and an unlimited number of shares of preferred stock, no par value per
share. Our common shareholders are entitled to one vote per share on all matters
on which holders of common shares are entitled to vote and do not have any
cumulative voting rights. Subject to the rights of holders of shares of any
series of preferred stock, our common shareholders are entitled to receive such
dividends as our board of directors may declare, out of legally available funds.
Holders of common shares have no pre-emptive, conversion, redemption,
subscription or similar rights. If Vista Gold were to be liquidated, dissolved
or wound up, common shareholders would be entitled to share equally in any
15
of our assets legally available for distribution after we satisfy any
outstanding debts and other liabilities as well as any amounts that might be due
to holders of preferred stock, if any.
Our shares of authorized preferred stock are undesignated. Our board or
directors has authority, without seeking stockholder approval, to determine the
designation, preferences, rights and other privileges for any series of
preferred stock that the board of directors may designate, which could include
preferences on liquidation or as to dividends, voting rights including the right
to vote as a separate class on certain corporate events or to elect directors
designated by the holders of such series, and rights to conversion or redemption
of their shares and other matters. Our board of directors has not as of the date
of this prospectus designated and issued any shares of our preferred stock.
We have no charter or by-law provisions that would delay, defer or prevent
a change in control of Vista Gold.
LEGAL MATTERS
The validity of the common shares being offered hereby has been passed
upon for Vista Gold Corp. by Campion Macdonald of Whitehorse, Yukon Territory,
Canada.
EXPERTS
The consolidated financial statements of Vista Gold Corp. appearing in our
Annual Report on Form 10-K for the year ended December 31, 2002, have been
audited by PricewaterhouseCoopers LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company and file annual, quarterly and current reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any document we file with the SEC at the
public reference facilities the SEC maintains at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of such
material by mail from the Public Reference Section of the SEC (450 Fifth Street,
N.W., Washington, D.C. 20549) at prescribed rates. Please call the SEC at
1-800-SEC-0330 for further information about the operation of the public
reference rooms. Our SEC filings are also available at the SEC's website at
www.sec.gov.
This prospectus is part of a registration statement that we filed with the
SEC. The registration statement contains more information than this prospectus
regarding us and the securities, including certain exhibits and schedules. You
can obtain a copy of the registration statement from the SEC at the above
address or from the SEC's Internet site.
Our world wide web address is www.vistagold.com. We have not incorporated
by reference into this prospectus the information on our website, and you should
not consider it to be a part of this document. Our web address is included in
this document as an inactive textual reference only.
16
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information contained in
documents that we file with them, which means that we can disclose important
information to you by referring you to those other documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we will make with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the sale of
all the common shares covered by this prospectus:
(1) Our Annual Report on Form 10-K (File No. 1-9025) for the year ended December
31, 2002;
(2) Our Current Report on Form 8-K (File No. 1-9025) filed with the SEC on
January 8, 2003;
(3) Our Current Report on Form 8-K (File No. 1-9025) filed with the SEC on
January 9, 2003;
(4) Our Current Report on Form 8-K (File No. 1-9025) filed with the SEC on
January 23, 2003;
(5) Our Current Report on Form 8-K (File No. 1-9025) filed with the SEC on
February 14, 2003;
(6) Our Current Report on Form 8-K (File No. 1-9025) filed with the SEC on March
3, 2003;
(7) Our Current Report on Form 8-K (File No. 1-9025) filed with the SEC on March
24, 2003;
(8) All our filings pursuant to the Securities Exchange Act of 1934 after the
date of filing the initial registration statement and prior to effectiveness of
the registration statement; and
(9) The description of our common shares contained in our registration statement
on Form 8-A (File No. 1-9025) filed with the SEC on January 4, 1988, including
any amendments or reports filed for the purpose of updating that description.
For the most recent description, please see "Description of Capital Stock" in
this prospectus.
You may request, orally or in writing, a copy of these documents, which
will be provided to you at no cost, by contacting:
Vista Gold Corp.
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado 80127
Attention: John F. Engele, Vice President Finance and Chief Financial Officer
(720) 981-1185
You should rely only on the information contained in this prospectus,
including information incorporated by reference as described above, or any
supplement that we have referred you to. We have not authorized anyone else to
provide you with different information. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents or that any document
incorporated by reference is accurate as of any date other than its filing date.
You should not consider this prospectus to be an offer or solicitation relating
to the securities in any jurisdiction in which such an offer or solicitation
relating to the securities is not authorized. Furthermore, you should not
consider this prospectus to be an offer or solicitation relating to the
securities if the person making the offer or solicitation is not qualified to do
so, or if it is unlawful for you to receive such an offer or solicitation.
17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a list of the expenses to be incurred by Vista Gold in
connection with the preparation and filing of this Registration Statement. All
amounts shown are estimates except for the SEC registration fee. We will pay all
expenses in connection with the distribution of the common shares being
registered hereby, except for the fees and expenses of any counsel and other
advisors that any selling security holders may employ to represent them in
connection with the offering and any brokerage or underwriting discounts or
commissions paid to broker-dealers in connection with the sale of the shares.
SEC Registration Fee ............................... $ 720
Printing and Engraving Expenses .................... $ 1,000
Accountants' Fees and Expenses ..................... $ 1,000
Legal Fees and Expenses ............................ $10,000
Transfer Agent Fees and Expenses ................... $ 500
Miscellaneous ...................................... $ 700
-------
Total Expenses ................................ $13,920
=======
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 7.1 of our By-law No. 1 provides that no director will be liable
for acts or omissions of any other director or any officer or employee, or for
any loss, damage or expense sustained by Vista Gold through: defects in title to
any property acquired by us or on our behalf; or for losses or damages sustained
by us in connection with investment of our funds or property (including losses
or damages arising from bankruptcy, insolvency or other tortious acts of an
entity with which such funds or property are deposited); or for any loss caused
by an error of judgment or oversight on the part of such director; or for any
other liability that the director may incur in his capacity as director, except
for liabilities occasioned by the director's own willful neglect or default.
This Section also provides that our directors and officers must act in
accordance with the Business Corporations Act (Yukon Territory) (the "Act") and
regulations thereunder, and will not be relieved from liability for any breach
of such Act or regulations.
Section 7.2 of our By-law No. 1 provides that, subject to limitations
contained in the Act, and provided the indemnitee is fairly and reasonably
entitled to be indemnified by us, we will indemnify our directors and officers,
including former directors and officers or persons acting at the request of
Vista Gold as a director or officer of a corporation of which Vista Gold is or
was a shareholder or creditor (or a person who undertakes or has undertaken any
liability on behalf of Vista Gold or any such other corporation), and heirs and
legal representatives of such persons, against all costs and expenses, including
amounts paid to settle an action or satisfy a judgment, reasonably incurred by
such person in respect of any civil, criminal or administrative action or
proceeding to which such person is made a party by reason of being or having
been a director or officer of Vista Gold or any such other corporation, if:
o he acted honestly and in good faith with a view to the best
interests of Vista Gold; and
o in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds
for believing that his conduct was lawful.
18
Section 7.3 of our By-law No. 1 provides that, subject to limitations
contained in the Act, we may purchase and maintain insurance for our directors
and officers as determined by our Board of Directors. As discussed below, Vista
Gold does maintain such insurance.
Subsection (1) of Section 126 of the Act provides that except in respect
of an action by or on behalf of the corporation or body corporate to procure a
judgment in its favor, a corporation may indemnify a director or officer of the
corporation, a former director or officer of the corporation or a person who
acts or acted at the corporation's request as a director or officer of a body
corporate of which the corporation is or was a shareholder or creditor, and his
heirs and legal representatives (collectively, a "Person"), against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of that corporation or body
corporate, if:
(a) he acted honestly and in good faith with a view to the best
interests of the corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing that his conduct was lawful.
A corporation may with the approval of the Supreme Court of the Yukon
Territory (the "Court") indemnify a Person in respect of an action by or on
behalf of the corporation or body corporate to procure a judgment in its favor,
to which he is made a party by reason of being or having been a director or an
officer of the corporation or body corporate, against all costs, charges and
expenses reasonably incurred by him in connection with the action if he fulfills
the conditions set out in paragraphs (1)(a) and (b) of Section 126 of the Act.
Notwithstanding anything in Section 126 of the Act, a Person is entitled
to indemnity from the corporation in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defense of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the corporation or body corporate,
if the person seeking indemnity:
(a) was substantially successful on the merits in his defense of
the action or proceeding;
(b) fulfills the conditions set out in paragraphs (1)(a) and (b)
of Section 126 of the Act; and
(c) is fairly and reasonably entitled to indemnity.
A corporation may purchase and maintain insurance for the benefit of any
Person against any liability incurred by him:
(a) in his capacity as a director or officer of the corporation,
except when the liability relates to his failure to act
honestly and in good faith with a view to the best interests
of the corporation; or
(b) in his capacity as a director or officer of another body
corporate if he acts or acted in that capacity at the
corporation's request, except when the liability
19
relates to his failure to act honestly and in good faith with
a view to the best interests of the body corporate.
A corporation or a Person may apply to the Court for an order approving an
indemnity under Section 126 of the Act and the Court may so order and make any
further order it thinks fit, including an order that notice be given to any
interested person.
Vista Gold indemnifies its directors and executive officers, as well as
their heirs and representatives, pursuant to indemnification agreements it has
entered into with each such director and executive officer, against all
liabilities and obligations, including legal fees and costs of investigation and
defense of claims, as well as amounts paid to settle claims or satisfy
judgments, that these directors and officers may incur in such capacities. While
these agreements provide that Vista Gold will indemnify such director or officer
regardless of conduct or fault of that person, the agreements also provide that
we may only make such indemnification payments as permitted by applicable law.
The agreements provide that Vista Gold's obligations under the agreements are
not diminished or otherwise affected by, among other things, any officers'
liability insurance placed by or for the benefit of the indemnitee, Vista Gold
or any entity related to either.
In addition, Vista Gold maintains directors' and officers' liability
insurance which insures against liabilities that its directors and officers may
incur in such capacities.
Reference is made to "Undertakings," below, for Vista Gold's undertakings
in this registration statement with respect to indemnification of liabilities
arising under the Securities Act of 1933, as amended.
EXHIBITS.
Exhibit
Number Description of Document
------ -----------------------
5 Opinion of Campion Macdonald (including the consent of such
firm) regarding the legality of the securities being offered
23.1 Consent of Campion Macdonald (included as part of Exhibit 5
hereto)
23.2 Consent of PricewaterhouseCoopers LLP, independent auditors
23.3 Consent of Mine Reserve Associates, Inc.
23.4 Consent of Snowden Mining Industry Consultants
23.5 Consent of Mine Development Associates
24 Powers of Attorney (included on signature page)
UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
20
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
2. For the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
4. For purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Littleton, Colorado, on April 8, 2003.
VISTA GOLD CORP.
Registrant
By: /s/ Ronald J. McGregor
--------------------------------------
Ronald J. McGregor
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ronald J. McGregor and John F. Engele, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments (including, without
limitation, post-effective amendments) to this Registration Statement, any
related Registration Statement filed pursuant to Rule 462(b) under the
Securities Act of 1933 and any or all pre- or post-effective amendments thereto,
and to file the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any substitute or substitutes
for any or all of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Ronald J. McGregor President, Chief Executive Officer April 8, 2003
--------------------------- and Director (Principal Executive
Ronald J. McGregor Officer and Authorized
Representative in the United States)
/s/ John F. Engele Vice President Finance and Chief April 8, 2003
--------------------------- Financial Officer (Principal
John F. Engele Financial and Accounting Officer)
/s/ John M. Clark Director April 7, 2003
---------------------------
John M. Clark
/s/ Michael B. Richings Director April 7, 2003
---------------------------
Michael B. Richings
22
/s/ C. Thomas Ogryzlo Director April 5, 2003
---------------------------
C. Thomas Ogryzlo
Director
---------------------------
Robert A. Quartermain
23
Exhibit
Number Description of Document
------ -----------------------
5 Opinion of Campion Macdonald (including the consent of such
firm) regarding the legality of the securities being offered
23.1 Consent of Campion Macdonald (included as part of Exhibit 5
hereto)
23.2 Consent of PricewaterhouseCoopers LLP, independent auditors
23.3 Consent of Mine Reserve Associates, Inc.
23.4 Consent of Snowden Mining Industry Consultants
23.5 Consent of Mine Development Associates
24 Powers of Attorney (included on signature page)
24