DENVER, April 6, 2011 /PRNewswire/ -- Vista Gold Corp.
(TSX & NYSE Amex Equities: VGZ) ("Vista" or the
"Company") is pleased to announce the completion today of the
previously announced combination (the "Combination") involving
Midas Gold, Inc. ("Midas"), Vista's wholly-owned subsidiary, Vista
Gold U.S. Inc. ("Vista US") and Vista US's wholly-owned subsidiary,
Idaho Gold Resources, LLC ("Idaho Gold"). As part of the
Combination, each of Midas, Vista US and Idaho Gold contributed
their respective gold assets in the Yellow Pine-Stibnite District
in Idaho to a new Canadian private
company named Midas Gold Corp. ("Midas Gold"). In exchange for the
contribution of its Yellow Pine
assets, Vista US was issued 30,402,615 common shares in the capital
of Midas Gold ("Midas Gold Shares"). See our press release
dated February 23, 2011 for
additional information on the Combination.
Concurrently with the Combination, Midas Gold completed a
private placement of 6,129,800 Midas Gold Shares at a purchase
price of Cdn.$2.50 to raise gross
proceeds of Cdn.$15,324,500 (the
"Private Placement"). Vista purchased an additional 1,400,000
Midas Gold Shares through the Private Placement for an aggregate
purchase price of Cdn.$3,500,000.
Following the Combination and the Private Placement Vista and
Vista US together hold 31,802,615 Midas Gold Shares representing
37.4% (basic) and 34.2% (fully diluted basis) of the issued and
outstanding Midas Gold Shares.
The above-described securities have not been registered under
the U.S. Securities Act of 1933, as amended, (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 Mt. Todd gold project
in Northern Territory, Australia,
and the Concordia gold project in
Baja California Sur, Mexico, to
achieve its goal of becoming a gold producer. Vista's other
holdings include the Guadalupe de los Reyes gold-silver 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.
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 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 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, the ability to find and hire an
appropriate management team for Midas Gold, the ability to
integrate the operations of Midas Gold, 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 "Note Regarding Forward-Looking Statements" and
"Risk Factors" in Vista's latest Annual Report on Form 10-K as
filed on March 14, 2011, 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.
SOURCE Vista Gold Corp.