VGZ Vista Gold Corp

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 

_________________

FORM 8-K 

CURRENT REPORT 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: July 28, 2014

(Date of earliest event reported)

VISTA GOLD CORP.
(Exact Name of Registrant as Specified in Charter)

British Columbia, Canada
(State or Other Jurisdiction of Incorporation)

7961 Shaffer parkway, suite 5, littleton, colorado 80127

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code:   (720) 981-1185

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

---

 

Item 1.01 Entry into a Material Definitive Agreement

 

On July 25, 2014, Vista Gold Corp. (“Vista”), entered into an amending agreement (the “Second Amending Agreement”) to its previously announced amending agreement made on January 30, 2014 and extended to July 31, 2014 (the “First Amending Agreement”) together with the debt transfer agreement made as of October 16, 2013 (the “Original Agreement”) between Vista and RPG Structured Finance S.á.R.L (the “Purchaser”) which, among other things, provides for the acquisition by the Purchaser of the non-interest bearing indebtedness of Desarrollos Zapal, S.A. de C.V. to Vista in the amount of US$20,090,528.43. 

 

The First Amending Agreement postponed the deadline for the second (and final) US$6.0 million payment (the “Subsequent Payment”) by the Purchaser to Vista from January 30, 2014 to July 31, 2014 in consideration for payment by the Purchaser to Vista of an additional US$0.25 million due on the extended payment deadline date (the “First Extension Consideration”).       Vista and the Purchaser have agreed to an additional six month extension of the due date of the Subsequent Payment to January 30, 2015 (the “Second Extension”).  The Purchaser will pay Vista US$0.25 million as consideration for the Second Extension (the “Second Extension Consideration”).  Vista expects to receive US$0.5 million (comprising the First Extension Consideration and the Second Extension Consideration) by July 31, 2014.

 

The Original Agreement was amended as follows:

 

Concurrently with the execution of this Second Amending Agreement, the Purchaser shall wire to Vista funds in the amount of US$500,000 (such payment being the First Extension Consideration and the Second Extension Consideration) in accordance with the wire instructions set out in Schedule “A”.

Recital B of the Original Agreement is amended so that the reference to “July 31, 2014” is deleted and “January 30, 2015” is substituted in its place.

The definition of “Subsequent Payment Date” in Section 1.1 of the Original Agreement is amended so that the reference to “July 31, 2014” is deleted and “January 30, 2015” is substituted in its place.

Section 2.2(b) of the Original Agreement is amended so that the reference to “plus US$250,000” is deleted.

Section 5.1(a) of the Original Agreement is amended so that the reference to “July 31, 2014” is deleted and “January 30, 2015” is substituted in its place.

No other provisions of the Original Agreement were amended. This summary of the material terms of the Second Amending Agreement are qualified in their entirety by the Second Amending Agreement attached hereto as Exhibit 10.1.

 

 

 Item 7.01  Regulation FD

 

On July 28, 2014, the Registrant issued a press release announcing that it has agreed to extend the due date for the second (and final) US$6.0 million payment for the Los Cardones gold project in Baja California Sur, Mexico by an additional six months to January 30, 2015.  A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.  The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

 

---

 

Item 9.01  Exhibits

 

10.1Second Amending Agreement

99.1Press Release dated July 28, 2014*

 

*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

 

SIGNATURES 

 

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

---

Exhibit 10.1

SECOND AMENDING AGREEMENT

 

THIS AGREEMENT made this 25 of July, 2014. 

BETWEEN:

Vista Gold Corp., a corporation existing under the laws of British Columbia, Canada

(“Vista”)

AND

RPG Structured Finance S.À.  R.L., a company existing under the laws of Luxembourg

(the “Purchaser”)

WHEREAS:

NOW THEREFORE in consideration of the mutual covenants and promises herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge, the Parties agree as follows:

---

 

IN WITNESS WHEREOF the Parties hereto have caused this Second Amending Agreement to be executed by their duly authorized representatives as of the date first above written.

VISTA GOLD CORP.

By: /s/ Frederick H. Earnest

Name:  Frederick H. Earnest 

Title:   President & CEO

 

RPG STRUCTED FINANCE S.À. R.L

 

By: /s/ Julien Francois    

Name: Julien Francois

Title:   Manager

---

 

Schedule “A”

Wire Instructions

 

 

 

---

EXHIBIT 99.1

 

__________________ NEWS _________________ 

 

VISTA GOLD CORP. GRANTS SIX MONTH EXTENSION FOR FINAL PAYMENT FOR THE LOS CARDONES PROJECT AND WILL RECEIVE US$0.5 MILLION CASH PAYMENT

Denver, Colorado, July 28, 2014 - Vista Gold Corp. (“Vista” or the “Company,” “we” or “our”) (NYSE MKT and TSX: VGZ) today announced that it has agreed to extend the due date for the second (and final) US$6.0 million payment for the Los Cardones gold project in Baja California Sur, Mexico by six months to January 30, 2015, and will receive a  US$0.5 million cash payment.  

On October 18, 2013, we announced the closing of sale of the Los Cardones gold project in Baja California Sur, Mexico, to the Invecture Group (“Invecture”) and RPG Structured Finance S.à r.l. (together with Invecture,  the “Purchasers”) for US$13.0 million. Terms of the sale included US$7.0 million paid at closing and an optional second payment of US$6.0 million due by January 30, 2014, (the “Subsequent Payment”).  The Purchasers have the option to elect, in their discretion, not to make the Subsequent Payment, in which case Vista would retain all amounts already paid and the project.

In January 2014, Vista and the Purchasers agreed to extend the due date of the Subsequent Payment to July 31, 2014.  As consideration for this extension, the Purchasers agreed to pay Vista an additional US$0.25 million on July 31, 2014, (the “First Extension Consideration”).   As Invecture diligently continues to work through the permitting process, Vista and the Purchasers have agreed to an additional six month extension of the due date of the Subsequent Payment to January 30, 2015, (the “Second Extension”).  The Purchasers will pay Vista US$0.25 million as consideration for the Second Extension (the “Second Extension Consideration”).  The Company expects to receive US$0.5 million (comprising the First Extension Consideration and the Second Extension Consideration) by July 31, 2014. 

Vista’s President and CEO, Fred Earnest, stated, “We  are satisfied that Invecture continues to employ its resources in advancing the Los Cardones gold project and is working diligently to obtain the permits for the project.  The US$0.5 million payment we will receive from the Purchasers demonstrates their continued commitment to the project.”

About Vista Gold Corp.

 

Vista’s principal asset is its flagship Mt Todd gold project in Northern Territory,  Australia. We also own 11.2%  of the outstanding shares of Midas Gold Corp.,  non-core projects in Mexico and California,  and royalty interests in gold projects in Bolivia and Indonesia. For more information about our projects, including technical studies and resource estimates, please visit our website at www.vistagold.com.

 

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, receipt of the US$0.5 million payment and the US$6.0 million payment in connection with the sale of the Los Cardones gold project 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:  the Purchasers complying with the terms of their agreements with us, mineral reserve estimates, terms and conditions of our agreements with contractors and our approved business plans, management’s assessment of potential transactions and strategic options, and the Company’s ability to cut costs and improve liquidity.  When used in this press release, the words “optimistic,” “potential,” “indicate,” “expect,” “intend,” “plans,” “hopes,” “believe,” “may,” “will,” “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, reliance on Invecture to complete its obligations  under its agreements with Vista, risks and uncertainty regarding the permitting process and timing at the Los Cardones project,  uncertainty of resource and reserve estimates, estimates of results based on such resource and reserve estimates; risks relating to cost increases for capital and operating costs;  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; risks related to future liquidity and Vista’s ability to obtain adequate financings on acceptable terms, 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 17, 2014 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, or visit the Company’s website at www.vistagold.com.

 

---