Vista Announces Results of Securityholders' Votes Relating to Proposed Arrangement
17 November 2006 - 12:56AM
PR Newswire (US)
DENVER, Nov. 16 /PRNewswire-FirstCall/ -- Vista Gold Corp. (Amex:
VGZ; TSX) ("Vista") announced today that its shareholders,
optionholders and warrantholders (collectively, "Securityholders")
have voted to approve the previously announced transaction which,
if completed, will result in Vista transferring its existing Nevada
properties into a recently incorporated company, Allied Nevada Gold
Corp. ("Allied Nevada"), which will concurrently acquire the Nevada
mineral assets of Carl and Janet Pescio. Under the proposed
transaction, Vista's shareholders will exchange their existing
common shares of Vista and will receive new common shares of Vista
and common shares of Allied Nevada. Vista's optionholders will
exchange their options for options to acquire new common shares of
Vista and options to acquire common shares of Allied Nevada.
Finally, Vista's warrantholders will have their warrants adjusted
in accordance with the terms of the warrants. Vista believes that
the current market price of its common shares does not adequately
reflect the underlying value of its Nevada properties. By
transferring its Nevada properties to Allied Nevada and combining
them with the Nevada-based assets of the Pescios to create a
single, Nevada-focused gold company, Vista believes that its
shareholders will be more likely to realize the value of those
underlying assets over time. The total number of common shares of
Allied Nevada available for distribution to Vista's shareholders
cannot be determined until immediately prior to the effective time
of the proposed transaction. As disclosed in the information
circular previously delivered to Securityholders, the number of
Allied Nevada shares available for distribution will be 27,500,000
(out of a total of 39,500,000 common shares of Allied Nevada
expected to be issued at closing), less the number of common
shares: (a) issuable to current holders of Vista options upon the
exercise of Allied Nevada options issued to them under the
Arrangement; and (b) withheld by Vista to facilitate payment of
taxes payable by Vista as a result of the completion of the
transaction. Shareholders should refer to page 30 of the
information circular under the heading "Treatment of Vista Shares"
for more information on how these amounts will be calculated,
including a sample calculation of these amounts making certain
assumptions about the value of the Vista common shares, the Allied
Nevada common shares and the U.S./Canadian exchange rate at the
relevant time. Vista will confirm the actual number of Allied
Nevada shares to be distributed to Vista shareholders in a press
release to be issued in connection with the completion of the
transaction. At a special meeting held earlier today, the
transaction was approved by the required majorities: (a) 89.29% of
the votes cast by all Securityholders; and (b) 93.42% of votes cast
solely by Vista's shareholders. The votes of holders of options and
warrants were included in the vote of the Securityholders and no
separate class vote was conducted for those holders. Nonetheless,
100% of votes cast by Vista's optionholders voted in favour of the
transaction and 51.13% of the votes cast by Vista's warrantholders
voted against the transaction. Completion of the transaction
remains subject to a number of conditions, including approval of
the Supreme Court of the Yukon Territory. An application for court
approval is scheduled to be heard by the Supreme Court of the Yukon
Territory on November 20, 2006 at 1:30 p.m. (local time in
Whitehorse). Vista currently expects the transaction to close in
December 2006. Letters of Transmittal were mailed to registered
shareholders of Vista on or about October 20, 2006. If you are a
registered shareholder and have not received a Letter of
Transmittal, please contact Computershare Investor Services Inc. at
1-866-249-7775 to obtain a Letter of Transmittal. Copies are also
available on the Internet at http://www.sedar.com/. Completed
Letters of Transmittal, along with certificates representing your
existing Vista shares, must be submitted in accordance with the
instructions in the Letter of Transmittal in order to ensure you
receive the securities you are entitled to receive under the
transaction. If you are a non-registered shareholder of Vista, you
will likely not have received a Letter of Transmittal. You should
contact your broker or other financial intermediary through whom
your common shares of Vista are held as soon as possible to discuss
what documentation must be completed and what other steps are
required to be taken in order to ensure you receive the securities
you are entitled to receive under the transaction. About Vista
Vista, based in Littleton, Colorado, evaluates and acquires gold
projects with defined gold resources. Additional exploration and
technical studies are undertaken to maximize the value of the
projects for eventual development. Vista's holdings include the
Maverick Springs, Mountain View, Hasbrouck, Three Hills, Wildcat
projects, the F.W. Lewis, Inc. properties and the Hycroft mine, all
in Nevada, the Long Valley project in California, the Yellow Pine
project in Idaho, the Paredones Amarillos and Guadalupe de los
Reyes projects in Mexico, the Amayapampa project in Bolivia, the
Awak Mas project in Indonesia, and the Mt. Todd project in
Australia. Forward-Looking Statements This press release contains
forward-looking statements within the meaning of the U.S.
Securities Act of 1933 and U.S. Securities Exchange Act of 1934.
All statements, other than statements of historical facts, included
in this press release that address activities, events or
developments that Vista expects or anticipates will or may occur in
the future, including such things as future business strategy,
competitive strengths, goals, expansion and growth of Vista's or
Allied Nevada's businesses, operations, plans and other such
matters are forward-looking statements. When used in this press
release, the words "estimate", "plan", "anticipate", "expect",
"intend", "believe" and similar expressions are intended to
identify forward-looking statements. The statements made in this
press release about the anticipated impact the contemplated
transaction described herein may have on the operations of Vista or
Allied Nevada, as well as the benefits expected to result from the
contemplated transaction, are forward-looking statements. These
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or
achievements of Vista and Allied Nevada, including anticipated
consequences of the contemplated transaction described herein, to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among others, risks that Vista's
or Allied Nevada's acquisition, exploration and property
advancement efforts will not be successful; risks relating to
fluctuations in the price of gold; the inherently hazardous nature
of mining-related activities; uncertainties concerning reserve and
resource estimates; potential effects on Vista's or Allied Nevada's
operations of environmental regulations in the countries in which
they operate; risks due to legal proceedings; uncertainty of being
able to raise capital on favorable terms or at all; and risks that
may affect Vista's ability to complete the contemplated transaction
described herein including risks that Vista may be unable to obtain
required securityholder, court of third party approvals; as well as
those factors discussed in Vista's latest Annual Report on Form
10-K and Quarterly Report on Form 10-Q and other documents filed
with the U.S. Securities and Exchange Commission. Although Vista
has attempted to identify important factors that could cause actual
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate as
actual results and future events could differ materially from those
anticipated in such statements. Vista assumes no obligation to
publicly update any forward-looking statements, whether as a result
of new information, future events or otherwise. For further
information, please contact Gregory G. Marlier at (720) 981-1185,
or visit the Vista Gold Corp. website at http://www.vistagold.com/
DATASOURCE: Vista Gold Corp. CONTACT: Gregory G. Marlier of Vista
Gold Corp., +1-720-981-1185 Web site: http://www.vistagold.com/
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