DENVER, Sept. 28, 2011 /PRNewswire/ -- Vista Gold Corp.
(TSX & NYSE Amex Equities: VGZ) ("Vista" or the
"Corporation") is advising warrant holders today that the
first year exercise price of US$3.50
per share for the warrants issued pursuant to the Corporation's
October 2010 private placement (TSX:
VGZ.WT.U) will expire at 4:30
p.m. (Vancouver time) on
October 22, 2011. After such
time, the exercise price will automatically increase to
US$4.00 per share for the following
one-year period. The exercise prices and expiration dates were
established as part of the private placement of Special Warrants of
the Corporation that closed on October 22,
2010. Upon receipt of shareholders' approval of the
private placement on December 15,
2010, each Special Warrant was automatically exercised, for
no additional consideration, for one Common Share of the
Corporation and one Common Share purchase warrant of the
Corporation (a "Warrant"). Each Warrant is exercisable over a
five-year period to purchase one Common Share (a "Warrant Share")
at a purchase price of US$3.50 during
the first year, US$4.00 during the
second year, US$4.50 during the third
year and US$5.00 thereafter until the
expiry of the Warrants on October 22,
2015. If the closing price of the Common Shares on the
NYSE Amex Equities Stock Exchange is at least 35% above the current
exercise price of the Warrants for a period of 15 consecutive
trading days, then Vista will have the option to request that the
Warrants be exercised. If the Warrants are not exercised
within 25 business days following such request, they will be
cancelled.
The Warrants are freely tradable pursuant to a Registration
Statement on Form S-3 (333-172826) which the Corporation filed with
the United States Securities and Exchange Commission (the
"Registration Statement").
Warrants held by persons who purchased the Warrants on the
Toronto Stock Exchange after May 5,
2011, may be exercised pursuant to the Registration
Statement and Warrant Shares received upon such exercise will be
free trading. A copy of the prospectus contained in the
Registration Statement is available on the SEC's website at:
www.sec.gov or by contacting the Corporation at (720) 981-1185.
Warrants held by original purchasers in the October 22, 2010 private placement ("Original
Purchasers") or by persons who purchased such warrants from such
Original Purchasers on a private basis or prior to the
effectiveness of the Registration Statement on May 5, 2011 ("Subsequent Restricted Purchasers"),
may not be exercised by such Original Purchasers or such Subsequent
Restricted Purchasers and the Warrant Shares may not be issued upon
such exercise, unless the holder is outside the "United States" (as defined in Regulation
S under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act") and not exercising for the account or benefit of a
"U.S. person" (as defined in Regulation S under the U.S. Securities
Act) or person in the United
States or there is an applicable exemption from the
registration requirements of the U.S. Securities Act and any
applicable securities laws of any state of the United States.
Original Purchasers that remain "accredited investors" as
defined in Rule 501(a) of Regulation D under the U.S. Securities
Act and represent to the Corporation on their Warrant exercise form
as such, may exercise the Warrants on an exempt basis pursuant to
the procedures set forth in the Warrant. Subsequent
Restricted Purchasers may not exercise the Warrants unless they
provide an opinion of counsel in form and substance reasonably
acceptable to the Corporation and its transfer agent to the effect
that the Warrants can be exercised and the Warrant Shares can be
delivered pursuant to an exemption from the U.S. Securities Act and
in accordance with any applicable securities laws of any state of
the United States. Warrant Shares
issued upon exercise of the Warrants by such Original Purchasers or
such Subsequent Restricted Purchasers will be "restricted
securities" within the meaning of Rule 144, and can not be offered,
sold, pledged or otherwise transferred absent registration under
the U.S. Securities Act or pursuant to an exemption from such
registration requirement and pursuant to any applicable securities
laws of any state of the United
States, and will bear a legend to such effect. Such
Warrant Shares have been registered for resale under the U.S.
Securities Act by the Original Purchasers pursuant to the
Registration Statement. Original Purchasers and Subsequent
Restricted Purchasers of the Warrants or the Warrant Shares may not
engage in hedging transactions with regard to the Warrants or the
Warrant Shares unless in compliance with the U.S. Securities
Act.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the Warrants or the Warrant
Shares. There shall be no sales of the Warrants or the
Warrant Shares in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Vista Gold Corp.
Vista is focused on the development of its Mt. Todd gold project
in Northern Territory, Australia,
and its Concordia gold project in
Baja California Sur, Mexico, to
achieve its goal of becoming a gold producer. After Midas'
IPO, Vista holds approximately 30% of Midas, which has a large
exploration property in Idaho,
including the Yellow Pine property
previously held by Vista. Vista's other holdings include the
Guadalupe de los Reyes gold-silver project in Mexico, 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.
For further information, please contact Connie Martinez at (720) 981-1185.
SOURCE Vista Gold Corp.