DENVER, Oct. 2, 2012 /PRNewswire/ -- Vista Gold Corp.
(TSX & NYSE MKT Equities: VGZ) ("Vista" or the
"Corporation") is advising warrant holders today that the
second year exercise price of US$4.00
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, 2012. After such
time, the exercise price will automatically increase to
US$4.50 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 MKT 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 canceled.
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 the Mt. Todd gold project
in Northern Territory, Australia,
to achieve its goal of becoming a gold producer. Vista is advancing
exploration on its Guadalupe de los
Reyes gold/silver project in Mexico and has granted Invecture Group, S.A.
de C.V. a right to earn a 62.5% interest in the Concordia gold project in Mexico. Vista's other holdings include 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.