Vista Gold Corp. Reports Progress on Nevada Spin-off Company
23 September 2006 - 6:29AM
PR Newswire (US)
DENVER, Sept. 22 /PRNewswire-FirstCall/ -- 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
http://www.vistagold.com/. DATASOURCE: Vista Gold Corp. CONTACT:
Greg Marlier, +1-720-981-1185, for Vista Gold Corp. Web site:
http://www.vistagold.com/
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