Vista Gold Corp - Current report filing (8-K)
10 April 2008 - 7:59PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
April 4,
2008
VISTA
GOLD CORP.
(Exact name of registrant as specified in its charter)
Yukon Territory, Canada
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1-9025
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Not Applicable
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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7961 Shaffer Parkway, Suite 5,
Littleton, CO
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80127
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area
code:
(720)
981-1185
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01
Entry
into a Material Definitive Agreement.
On April 4,
2008, Vista Gold Corp. (Vista or the Company) sold its wholly-owned
subsidiary Vista Gold (Antigua) Corp. (Vista Gold Antigua) to Republic Gold
Limited (Republic) pursuant to a purchase and sale agreement (the Purchase
and Sale Agreement) between Vista and Republic dated April 4, 2008. Vista
Gold Antigua indirectly held Vistas interest in the Amayapampa gold project in
Bolivia. Under the terms of the transaction, Republic has agreed to pay Vista
$3.0 million in three payments of $1.0 million. The first of these payments is
due and payable upon the start of commercial production (as defined in the
Purchase and Sale Agreement) at Amayapampa followed by $1.0 million payments on
each of the first and second anniversaries of the start of commercial
production. In addition, Republic has
agreed to pay Vista a net smelter return royalty (NSR) on the gold produced
by or on behalf of Republic from the Amayapampa project in varying percentages
depending on the price of gold per ounce. When the price of gold is between
$500.01 and $650.00 per ounce, a 2% NSR is payable, when the price of gold is
between $650.01 and $750.00 per ounce, a 3% NSR is payable, and when the price
of gold is $750.01 per ounce and above, the NSR will be 3.5%. The NSR is capped
at 720,000 gold equivalent ounces and no NSR payments are due to Vista if the price
of gold is below $500.00 per ounce. Vista will retain a first right of refusal
in the event Republic decides to sell the property and will also retain a right
to re-acquire the property if Republic or Vista Gold Antigua have not moved to
close a financing under a project financing facility within five years. Under the terms of the Purchase and Sale
Agreement, Vista agreed to lend $350,000 to Republic for ongoing expenses on
the Amayapampa gold project. The loan
was completed on April 8, 2008. Interest on the loan accrues and is payable at
the rate of 10% per annum, payable monthly. The principal is due on or before the earlier
of (a) September 30, 2008, (b) the date that a bankable
feasibility study is completed with respect to the Amayapampa gold project or (c) such
earlier date in the event Vista makes demand for full payment upon the occurrence
of an event of default.
The
preceding description of the terms of the Purchase and Sale Agreement is
qualified in its entirety by reference to the Purchase and Sale Agreement filed
herewith as Exhibit 10.1, and incorporated herein by reference.
Item 2.01
Completion
of Acquisition or Disposition of Assets.
As
reported in Item 1.01 above, on April 4, 2008, Vista sold its
wholly-owned subsidiary Vista Gold Antigua to Republic pursuant to the terms of
the Purchase and Sale Agreement as summarized in Item 1.01. The disclosures
included in Item 1.01 are incorporated into this Item 2.01 by
reference.
Item 7.01
Regulation
FD Disclosure.
On
April 7, 2008, Vista Gold Corp. issued a press release furnished herewith
as Exhibit 99.1.
Item 9.01
Financial
Statements and Exhibits.
(b) Pro Forma Financial
Information.
2
To be filed, if applicable,
under cover of Form 8-K/A no later than 71 calendar days after the date
this Report is required to be filed.
(d) Exhibits.
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Exhibit 10.1
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Purchase and Sale Agreement dated
April 4, 2008, among Vista Gold Corp., Vista Gold (Antigua) Corp. and
Republic Gold Limited
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Exhibit 99.1
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Press Release of Vista Gold Corp. dated
April 7, 2008
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3
SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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VISTA GOLD CORP.
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By:
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/s/ Gregory G. Marlier
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Gregory
G. Marlier
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Chief
Financial Officer
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Date: April 9, 2008
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4
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