Vista Gold Corp. Enters into Letter of Intent for Combination of Yellow Pine Assets with Midas Gold, Inc.
08 Dezember 2010 - 2:23AM
PR Newswire (Canada)
DENVER, Dec. 7, 2010 /CNW/ -- Vista Gold Corp. ("Vista") (TSX &
NYSE Amex Equities: VGZ) is pleased to announce that it has entered
into a letter of intent ("LOI") with Midas Gold, Inc., a privately
held company based in Spokane Valley, Washington ("Midas"), for the
combination of the respective holdings of Vista and Midas in the
Yellow Pine - Stibnite Mining District located in Valley County,
Idaho (the "District"). The LOI is non-binding, except with respect
to specified provisions, and the completion of the proposed
combination will be subject to a number of conditions, including,
but not limited to, the execution of definitive agreements, the
completion of due diligence satisfactory to Vista and Midas, and
the receipt of board and other approvals. The LOI provides for the
contribution by Vista and Midas of their respective mining claims,
interests and other assets in the District to a newly formed U.S.
corporation ("Newco"). Immediately following the combination, Newco
will be held 35% by Vista and 65% by Midas' shareholders.
Additionally, the LOI provides that Vista will initially have the
right to appoint 25% of the directors of Newco and Midas will
initially have the right to appoint 75% of the directors. The LOI
provides that Vista and Midas will commence due diligence
immediately and will use commercially reasonable efforts to agree
on the structure of the combination and enter into definitive
documentation for the combination by December 31, 2010, following
which the parties will seek all necessary shareholder and
regulatory approvals with the intention of closing the combination
on or before February 1, 2011. The combination would also
extinguish a 5.0% net smelter returns royalty on Vista's Yellow
Pine gold project, which royalty is currently held by Midas.
Commenting on the proposed combination, Vista's Executive Chairman
and CEO, Michael Richings said, "Vista has been considering
development options for our Yellow Pine gold project and the
proposed combination of our assets in the District with Midas' to
create a district-sized gold project with upside potential is
consistent with our goal of advancing our non-core portfolio
assets. Vista shareholders participated in significant value
realization following Vista's transaction resulting in the sale of
our Nevada based mineral interests to the newly created Allied
Nevada Gold Corp. in 2007. We believe the proposed combination with
Midas could create a similar path to value creation for Vista.
Vista currently has estimated measured and indicated resources of
2.2 million ounces of gold (at a cut-off grade of 0.025 ounces per
ton) at its Yellow Pine gold project. This year Midas has conducted
an extensive drilling program on its claims in the District and has
advised us that it expects to complete a Canadian National
Instrument 43-101 ("43-101") compliant resource estimate for its
properties located in the District early next year. We believe
there is an excellent opportunity to increase the estimated gold
resources in the District through additional exploration on Midas'
properties. We believe that the combination of Vista's more
technically advanced Yellow Pine assets with Midas' superior land
position and exploration potential will facilitate accelerated
development of the project as well as provide synergies in
financing and permitting efforts." About Yellow Pine Project Vista
acquired its Yellow Pine gold project in 2003 for consideration of
U.S.$1.0 million payable in yearly option payments of U.S.$100,000
of which U.S.$800,000 has been paid to date. On November 13, 2006,
Vista announced the results from a Preliminary Assessment of the
Yellow Pine gold project completed by Pincock Allen & Holt of
Lakewood, Colorado, in accordance with 43-101 standards under the
direction of Richard Lambert, P.E. and Barton Stone, P.G., both
independent qualified persons (as defined by 43-101). The
preliminary assessment utilized a database containing 538 drill
holes (36,643 meters) and at a cut-off grade of 0.025 ounces per
ton the mineral resources estimates are: Contained Gold Short Tons
Grade Ounces ---------- ----- -------------- (000s) (ounces per
ton) ------ ---------------- Measured resources 1) 16,332 0.070
1,147,000 ------------------ ------ ----- --------- Indicated
resources 1) 17,503 0.061 1,071,000 ------------------- ------
----- --------- Measured and indicated resources 1) 33,835 0.066
2,218,000 -------------------- ------ ----- --------- Inferred
resources 2) 16,047 0.051 819,000 ================== ====== =====
======= 1) Cautionary Note to U.S. Investors concerning estimates
of Measured and Indicated Resources: This press release and the
resource analysis report use the terms "measured resources",
"indicated resources" and "measured and indicated resources". We
advise U.S. investors that while these terms are recognized and
required by Canadian regulations, these terms are not defined terms
under the United States Securities and Exchange Commission's (the
"SEC") Industry Guide 7 and are normally not permitted to be used
in reports and registration statements filed with the SEC. The SEC
normally only permits issuers to report mineralization that does
not constitute SEC Industry Guide 7 compliant "reserves" as
in-place tonnage and grade without reference to unit measures. The
term "contained gold ounces" used in this press release is not
permitted under the rules of the SEC. The term "contained gold
ounces" used in this press release is not permitted under the rules
of the SEC. U.S. Investors are cautioned not to assume that any
part or all of mineral deposits in these categories will ever be
converted into SEC Industry Guide 7 reserves. 2) Cautionary Note to
U.S. Investors concerning estimates of Inferred Resources: This
press release and the resource analysis report use the term
"inferred resources". We advise U.S. investors that while this term
is recognized and required by Canadian regulations, this term is
not a defined term under SEC Industry Guide 7 and is normally not
permitted to be used in reports and registration statements filed
with the SEC. "Inferred resources" have a great amount of
uncertainty as to their existence, and great uncertainty as to
their economic and legal feasibility. It cannot be assumed that all
or any part of an inferred mineral resource will ever be upgraded
to a higher category. Under Canadian rules, estimates of inferred
mineral resources may not form the basis of a feasibility study or
prefeasibility studies, except in rare cases. The SEC normally only
permits issuers to report mineralization that does not constitute
SEC Industry Guide 7 compliant "reserves" as in-place tonnage and
grade without reference to unit measures. The term "contained gold
ounces" used in this press release is not permitted under the rules
of the SEC. U.S. Investors are cautioned not to assume that any
part or all of an inferred resource exists or is economically or
legally minable. A copy of the Preliminary Assessment entitled "CNI
43-101 Technical Report, Preliminary Assessment of the Yellow Pine
Project, Yellow Pine, Idaho" and dated December 13, 2006, can be
found on www.sedar.com. About Vista Gold Corp. Vista is focused on
the development of the Concordia gold project in Baja California
Sur, Mexico, and the Mt. Todd gold project in Northern Territory,
Australia, to achieve its goal of becoming a gold producer. Vista's
other holdings include the Guadalupe de los Reyes gold project in
Mexico, the Yellow Pine gold project in Idaho, the Awak Mas gold
project in Indonesia, and the Long Valley gold project in
California. For more information about our projects, including
technical studies and resource estimates, please visit our website
at www.vistagold.com. This press release contains forward-looking
statements within the meaning of the U.S. Securities Act of 1933,
as amended, and U.S. Securities Exchange Act of 1934, as amended,
and forward-looking information within the meaning of Canadian
securities laws. 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, estimates of mineral resources, the conversion of inferred
mineral resources to measured and indicated resources, the
conversion of mineral resources to mineral reserves, the potential
to expand the resource base at the Yellow Pine gold project, the
timing for completion and expected results of the 43-101 resource
estimate by Midas relating to its properties in the District,
potential gold resources at the Yellow Pine gold project and on
Midas properties located in the District, the entering into a
definitive agreement with Midas, the extinguishment of the 5% net
smelter returns royalty on the Yellow Pine gold project, the timing
for the completion of the definitive agreement and completion of
the proposed transaction, the potential upsize resulting from the
combination of the Yellow Pine gold project with Midas' assets in
the District, the quantum of the potential value realization, if
any, resulting from the proposed transaction, and other such
matters are forward-looking statements and forward-looking
information. When used in this press release, the words
"optimistic," "potential," "indicate," "expect," "intend," "hopes,"
"believe," "may," "will,", "could", "if," "anticipate," and similar
expressions are intended to identify forward-looking statements and
forward-looking information. These statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of Vista to be
materially different from any future results, performance or
achievements expressed or implied by such statements. Such factors
include, among others, negotiating a satisfactory definitive
agreement, timing for completing the definitive agreement,
obtaining board and regulatory approvals, tax consequences of the
proposed combination, the ability to find and hire an appropriate
management team for Newco, the ability to integrate the operations
of Newco, uncertainty of resource estimates, estimates of results
based on such resource estimates; risks relating to cost increases
for capital and operating costs; risks relating to delays in the
completion of the drilling program, risks related to the adequacy
of the design of the drilling program, risks related to the ability
to obtain the necessary permits, risks of shortages and fluctuating
costs of equipment or supplies; risks relating to fluctuations in
the price of gold; the inherently hazardous nature of
mining-related activities; potential effects on Vista's operations
of environmental regulations in the countries in which it operates;
risks due to legal proceedings; risks relating to political and
economic instability in certain countries in which it operates; as
well as those factors discussed under the headings "Uncertainty of
Forward-Looking Statements" and "Risk Factors" in Vista's latest
Annual Report on Form 10-K as filed on March 16, 2010, and
Quarterly Report on Form 10-Q, as filed November 9, 2010, and other
documents filed with the U.S. Securities and Exchange Commission
and Canadian securities regulatory authorities. Although Vista has
attempted to identify important factors that could cause actual
results to differ materially from those described in
forward-looking statements and forward-looking information, there
may be other factors that cause results not to be as anticipated,
estimated or intended. Except as required by law, Vista assumes no
obligation to publicly update any forward-looking statements or
forward-looking information; whether as a result of new
information, future events or otherwise. For further information,
please contact Connie Martinez at (720) 981-1185, or visit the
Vista Gold Corp. website at www.vistagold.com. Connie Martinez,
+1-720-981-1185 Web Site: http://www.vistagold.com
Copyright
Vista Gold (AMEX:VGZ)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Vista Gold (AMEX:VGZ)
Historical Stock Chart
Von Jul 2023 bis Jul 2024