Vista Gold Corp. Advises Warrant Holders of First Year Exercise Price Expiration
29 September 2011 - 1:20AM
PR Newswire (Canada)
DENVER, Sept. 28, 2011 /CNW/ -- Vista Gold Corp. ("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 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. Vista Gold Corp. CONTACT: Web
Site: http://www.vistagold.com
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