Vista Gold Announces Number of Shares to be Distributed as Part of Arrangement
09 Mai 2007 - 5:34AM
PR Newswire (US)
DENVER, May 8 /PRNewswire-FirstCall/ -- Vista Gold Corp. (AMEX:VGZ)
Toronto ("Vista") announced today that it will receive a total of
26,933,055 shares of common stock of Allied Nevada Gold Corp.
("Allied Nevada Shares") as part of the previously announced
arrangement involving Vista, Allied Nevada Gold Corp., and Carl and
Janet Pescio (the "Arrangement"). Of these 26,933,055 Allied Nevada
Shares, 25,403,207 shares will be available for distribution to
shareholders of Vista, subject to applicable withholding taxes (as
described in the management information and proxy circular of Vista
dated October 11, 2006) and after Vista retains approximately 1.5
million shares to facilitate the payment of any taxes payable by
Vista in respect of the Arrangement. Accordingly, assuming there is
no change in the number of the issued and outstanding shares of
Vista between the date hereof and the effective time of the
Arrangement, for each existing share of Vista that a shareholder
owns immediately prior to the effective time of the Arrangement,
they will receive, subject to applicable withholding taxes (a) one
new share of Vista, (b) 0.794 of a Allied Nevada Share and (c) any
payment they are entitled to receive in lieu of a fractional share
of Allied Nevada. As previously announced, the distribution to
shareholders who are not residents in Canada may be subject to
withholding taxes, which cannot be determined until after the
closing of the Arrangement. Consequently, Vista will withhold 10%
of all Allied Nevada Shares distributable to shareholders who are
not residents in Canada, to meet any shareholder withholding tax
requirements. Withholding taxes, if any, will be paid from the
proceeds of selling Allied Nevada Shares withheld by Vista from
distribution to Vista shareholders. Once sufficient net proceeds
have been realized to meet any withholding tax requirements, the
remaining Allied Nevada Shares, if any, will be distributed to the
shareholders who are not residents in Canada who had their Allied
Nevada Shares withheld. Vista hereby notifies all shareholders that
any deemed dividend that arises as part of the Arrangement is
designated to be an eligible dividend for Canadian tax purposes.
About Vista Gold Corp. Vista Gold Corp., based in Littleton,
Colorado, evaluates and acquires gold projects with defined gold
resources. Additional exploration and technical studies are
undertaken to maximize the value of the projects for eventual
development. The Company's holdings include the Maverick Springs,
Mountain View, Hasbrouck, Three Hills, Wildcat projects, the F.W.
Lewis, Inc. properties and the Hycroft mine, all in Nevada, the
Long Valley project in California, the Yellow Pine project in
Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects
in Mexico, the Mt. Todd project in Australia, the Amayapampa
project in Bolivia and the Awak Mas project in Indonesia.
Forward-Looking Statements This press release contains
forward-looking statements within the meaning of the U.S.
Securities Act of 1933 and U.S. Securities Exchange Act of 1934.
All statements, other than statements of historical facts, included
in this press release that address activities, events or
developments that Vista expects or anticipates will or may occur in
the future, including such things as future business strategy,
competitive strengths, goals, expansion and growth of Vista's or
Allied Nevada's businesses, operations, plans and other such
matters are forward-looking statements. When used in this press
release, the words "estimate", "plan", "anticipate", "expect",
"intend", "believe" and similar expressions are intended to
identify forward-looking statements. These statements involve known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Vista and Allied
Nevada, including anticipated consequences of the contemplated
transaction described herein, to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among
others, risks that Vista's or Allied Nevada's acquisition,
exploration and property advancement efforts will not be
successful; risks relating to fluctuations in the price of gold;
the inherently hazardous nature of mining-related activities;
uncertainties concerning reserve and resource estimates; potential
effects on Vista's or Allied Nevada's operations of environmental
regulations in the countries in which they operate; risks due to
legal proceedings; uncertainty of being able to raise capital on
favorable terms or at all; and risks that may affect Vista's
ability to complete the contemplated transaction described herein;
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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