Vista Gold Corp. Enters Into an Agency Agreement for the Sale of 16,000,000 Shares of Midas Gold Corp.
06 Februar 2014 - 7:30AM
Marketwired
Vista Gold Corp. Enters Into an Agency Agreement for the Sale of
16,000,000 Shares of Midas Gold Corp.
DENVER, COLORADO--(Marketwired - Feb 6, 2014) - Vista Gold Corp.
(TSX:VGZ)(NYSEMKT:VGZ)(NYSE Amex:VGZ) ("Vista" or the "Company")
today announced that it intends to file with Canadian securities
regulatory authorities a notice of intention to sell up to
16,000,000 common shares (the "Offered Midas Shares") of Midas Gold
Corp. ("Midas") under section 2.8 of National Instrument 45-102
Resale of Securities. Vista may commence selling the
Offered Midas Shares on or about February 14, 2014.
The Company has executed an agency agreement (the "Agency
Agreement") dated February 5, 2014 among certain agents (the
"Agents") and Vista and its wholly owned subsidiary, Vista Gold
U.S. Inc. ("Vista US"), under which the Agents have arranged to
sell the Offered Midas Shares at price of Cdn$0.80 per Offered
Midas Share for aggregate gross proceeds of up to Cdn$12,800,000
(the "Offering"). In addition, the Offered Midas Shares may be sold
pursuant to a finder's agreement between Vista US and a finder (the
"Finder") on the same offering terms. In consideration for the
services to be provided by the Agents, and if applicable, the
Finder, in connection with sale of the Offered Midas Shares, the
Agents or the Finder (as applicable) will receive a cash fee in
amount equal to 6% of the gross proceeds from the sale of the
Offered Midas Shares.
Vista and Vista US have agreed that following the closing of the
Offering, they will not sell any of their remaining shares of Midas
for a period of 8 to 12 months following closing, depending on the
size of the Offering. In connection with the Offering Endeavour
Financial Limited (Cayman) has provided the board of directors with
a favourable fairness opinion on the Offering.
Vista currently holds, directly and indirectly through Vista US,
an aggregate of 31,802,615 common shares of Midas, representing
24.9% of the outstanding common share of Midas. If all of the
Offered Midas Shares are sold, Vista's holding would be reduced to
15,802,615 common shares of Midas, representing 12.4% of the
outstanding common shares of Midas.
The securities described herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or the securities laws of any
state of the United States and may not be offered or sold absent
such registration or pursuant to an exemption from such
registration requirements. This press release does not constitute
an offer to sell or the solicitation of an offer to buy any of the
securities described herein in the United States.
About Vista Gold Corp.
Vista's principal assets include its flagship Mt. Todd gold
project in Northern Territory, Australia, and a 24.9% holding in
Midas. In addition to non-core projects in Mexico and California,
Vista holds royalty interests in projects in Bolivia and
Indonesia.
Forward Looking Statements
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 the completion of the sale of all or a portion of the Offered
Midas Shares, the gross proceeds that Vista may raise through the
sale of the Offered Midas Shares, the number of common shares of
Midas that Vista would hold upon the completion of the sale of all
of the Offered Midas Shares and the interest in Midas that holding
represents and other such matters are forward-looking statements
and forward-looking information. The material factors and
assumptions used to develop the forward-looking statements and
forward-looking information contained in this press release include
the following: approved business plans, anticipated and estimated
costs and budget expenditures to continue to optimize and advance
the Company's core assets, the perceived extent and duration of the
current weakness of gold equity securities and other such matters.
When used in this press release, the words "optimistic,"
"potential," "indicate," "expect," "intend," "hopes," "believe,"
"may," "will," "if," "anticipate," "would," "could," 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 of the completion and size of
the Offering, risks associated with market conditions, uncertainty
of resource estimates, estimates of results based on such resource
estimates; risks relating to completing metallurgical testing;
risks relating to cost increases for capital and operating costs;
risks related to the timing and the ability to obtain approval of
the environmental impact statement and the necessary permits for
the Mt. Todd gold project, 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 Annual
Report Form 10-K as filed on March 14, 2013 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.
Vista Gold Corp.Connie Martinez(720) 981-1185
Vista Gold (AMEX:VGZ)
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