Vista Gold Corp. Announces Shareholder Approval of Private Placement Financing
16 Dezember 2010 - 1:47AM
PR Newswire (Canada)
DENVER, Dec. 15, 2010 /CNW/ -- Vista Gold Corp. (TSX & NYSE
Amex Equities: VGZ) ("Vista" or the "Corporation") is pleased to
announce that at the special meeting of shareholders of the
Corporation held on December 15, 2010 (the "Meeting"), the
shareholders of the Corporation approved a U.S.$33,733,500 private
placement (the "Private Placement") of special warrants (the
"Special Warrants") as more fully described in the Corporation's
press releases of September 30, 2010, October 12, 2010 and October
22, 2010 and in the Notice of Special Meeting and Management
Information and Proxy Circular mailed to shareholders in connection
with the Meeting. The Private Placement closed on October 22, 2010
and the gross proceeds of U.S.$33,733,500 were placed in escrow,
pending approval of the Private Placement by the shareholders of
the Corporation. The escrow agent will be instructed to release the
full U.S.$33,733,500 and all interest accrued thereon to the
Corporation and each of the 14,666,739 Special Warrants issued to
investors as well as each of the 429,348 Special Warrants issued to
the agents and finders that provided services in connection with
the financing will be automatically exercised, for no additional
consideration, for one common share and one common share purchase
warrant of the Corporation. The Corporation will use the proceeds
from the Private Placement (i) to repurchase the U.S.$23 million
principal amount of outstanding 10% senior secured convertible
notes due March 4, 2011, (ii) to advance the Mt. Todd project, and
(iii) for general corporate purposes. Since the completion of the
Private Placement, 10,870 Special Warrants and 21,739 compensation
warrants issued in error to a finder have been cancelled.
Accordingly, as part of the Private Placement, 429,348 Special
Warrants and 478,262 compensation warrants were issued to agents
and finders. As part of the Private Placement, the Corporation
agreed to use commercially reasonable efforts to list the warrants
underlying the Special Warrants (the "Warrants") on the Toronto
Stock Exchange (the "TSX") by February 23, 2011. The Corporation
has applied to the TSX to list the Warrants and such listing is
subject to the approval of the TSX. The TSX's approval of the
listing of the Warrants will be subject to the Warrants being free
trading, which will not occur before the later of: (a) February 23,
2011 and (b) the date that a registration statement under the U.S.
Securities Act of 1933, as amended, (the "U.S. Securities Act")
covering the resale of the Warrants is declared effective under the
U.S. Securities Act. The above-described securities have not been
registered under the U.S. Securities Act or any state securities
laws of any state of the United States, and may not be offered or
sold in the United States or to, or for the account or benefit of,
a U.S. person (as defined in Regulation S under the U.S. Securities
Act) or a person in the United States absent registration under the
U.S. Securities Act or an applicable exemption from such
registration requirements and in accordance with all applicable
state securities laws of any state of the United States. This press
release shall not constitute an offer to sell or solicitation of an
offer to buy nor shall there be any sale of the above described
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful. 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. Forward-Looking Statements This press release contains
forward-looking statements within the meaning of the U.S.
Securities Act of 1933, as amended, and the 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 the release of the proceeds of the private placement
by the escrow agent to Vista; the automatic exercise of the Special
Warrants; Vista's future business strategy, competitive strengths,
goals, operations, plans, and potential project development; and
other such matters are forward-looking statements and
forward-looking information. When used in this press release, the
words "intends", "plans", "anticipates", "will", 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, uncertainty concerning Vista's ability to
raise capital on favorable terms or at all; risks relating to
fluctuations in the price of gold; risks related to repayment of
debt; risks related to increased leverage; risks of shortages of
equipment or supplies; risks that Vista's acquisition, exploration
and property advancement efforts will not be successful; the
inherently hazardous nature of mining-related activities;
uncertainty concerning reserve and resource estimates; uncertainty
concerning estimates of results based on such reserve and resource
estimates; risks relating to completing metallurgical testing;
uncertainty of future feasibility study results; risks relating to
cost increases for capital and operating costs including the cost
of power; potential effects on Vista's operations of environmental
regulations in the countries in which it operates; risks due to
legal proceedings; and 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 on November 9, 2010, and other
documents filed with the U.S. Securities and Exchange Commission
and Canadian securities commissions. 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. 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. 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. Connie Martinez of Vista Gold Corp., +1-720-981-1185 Web
Site: http://www.vistagold.com
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