Vista Gold Corp. (NYSE American and TSX: VGZ) (“Vista” or the
“Company”) is pleased to announce that, due to demand, the
underwriters have agreed to increase the size of the previously
announced public offering and purchase on a firm commitment basis
12,272,730 units of the Company (the “
Units”) at a
public offering price of US$1.10 per Unit, less underwriting
discounts and commissions, for aggregate gross proceeds of
approximately US$13,500,000 (the “
Offering”). Each
Unit consists of one common share in the capital of the Company
(each, a “
Common Share”) and one-half of one
Common Share purchase warrant (each whole warrant, a
“
Warrant”). Each Warrant will be exercisable
immediately upon issuance for thirty six months and entitle the
holder thereof to purchase one Common Share upon exercise at an
exercise price of US$1.25 per Common Share.
H.C. Wainwright & Co. is acting as sole
book-running manager for the Offering. Haywood Securities Inc. and
Roth Capital Partners are acting as co-managers for the
Offering.
In addition, the Company has granted the
underwriters an option, exercisable at any time and from time to
time for up to 30 days, to purchase up to an additional 1,840,908
Units, and/or 1,840,908 Common Shares and/or Warrants to purchase
up to 920,454 Common Shares at the public offering price per Unit,
per Common Share and/or per Warrant, respectively, less
underwriting discounts and commissions, in any combination thereof
so long as the aggregate number of additional Common Shares and
additional Warrants that may be issued under the option does not
exceed 1,840,908 additional Common Shares and 920,454 additional
Warrants.
The Offering is expected to close on or about
July 12, 2021, subject to the satisfaction of customary closing
conditions, including TSX and NYSE American approvals. For the
purposes of the TSX approval, the Company intends to rely on the
exemption set forth in Section 602.1 of the TSX Company Manual,
which provides that the TSX will not apply its standards to certain
transactions involving eligible interlisted issuers on a recognized
exchange, such as NYSE American.
The Company intends to allocate the net proceeds
from the Offering to advance programs at Mt Todd by further
refining technical aspects of the project, enhancing economic
returns, and supporting the Company’s objective of securing a
development partner. These programs may include additional drilling
and technical reports supported by engineering/design work and
other technical studies. Remaining proceeds will be used for
working capital requirements and/or for other general corporate
purposes, which include ongoing regulatory, legal and accounting
expenses, management and administrative expenses, and other
corporate initiatives.
A shelf registration statement on Form S-3 (File
No. 333-239139) relating to the securities described above was
filed with the U.S. Securities and Exchange Commission (the “SEC”)
on June 12, 2020, and became effective on June 24, 2020 and an
additional registration statement on Form S-3 filed pursuant to
Rule 462(b) (File No. 333-257746), which became automatically
effective on July 7, 2021. The offering will be made only by means
of a prospectus supplement and accompanying prospectus that form a
part of the effective shelf registration statement. A preliminary
prospectus supplement and accompanying prospectus relating to the
Offering have been filed with the SEC and will be available on the
SEC's website, located at www.sec.gov. Electronic copies of the
preliminary prospectus supplement and accompanying prospectus, and
the final prospectus supplement and accompanying prospectus
relating to the Offering, when filed, may also be obtained
from H.C. Wainwright & Co., LLC, 430 Park
Avenue, New York, NY 10022, by email
at placements@hcwco.com or by phone at (212)
856-5711.
The Company will file a prospectus supplement
with the securities regulatory authorities in each province of
Canada (other than Quebec) to supplement the Company’s Canadian
short form base shelf prospectus dated October 5, 2020. Before you
invest, you should read the offering documents and other documents
that the Company has filed with the Canadian securities regulatory
authorities for more complete information about the Company and the
Offering. A copy of the underwriting agreement will be available
for free by visiting the Company’s profiles on SEDAR at
www.sedar.com.
Alternatively, a copy of the offering documents
can be obtained by contacting the Company, attention: Pamela Solly,
Vice President of Investor Relations, at (720) 981-1185, 7961
Shaffer Parkway, Suite 5, Littleton, Colorado 80127.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Vista Gold Corp.
Vista is a gold project developer. The Company’s
flagship asset is the Mt Todd gold project located in the Tier 1,
mining friendly jurisdiction of Northern Territory, Australia.
Situated approximately 250 km southeast of Darwin, Mt Todd is the
largest undeveloped gold project in Australia and, if developed as
presently designed, would potentially be Australia’s fourth largest
gold producer on an annual basis, with lowest tertile in-country
and global all-in sustaining costs. All major operating and
environmental permits have now been approved.
For further information, please contact Pamela
Solly, Vice President of Investor Relations, at (720) 981-1185.
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 we expect or anticipate
will or may occur in the future, including such things as
statements with respect to the expected closing date of the
Offering, the use of proceeds from the Offering and our intent to
file the Offering Documents; our belief that Mt Todd is the largest
undeveloped gold project in Australia; our expectation that Mt Todd
will be Australia’s fourth largest gold producer on an annual
basis, with lowest tertile in-country and global all-in sustaining
costs; other anticipated mine development and operating costs and
results at Mt Todd, 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: our understanding and belief of the current market
conditions, approved business plans, exploration and assay results,
results of our test work for process area improvements, mineral
resource and reserve estimates and results of preliminary economic
assessments, prefeasibility studies and feasibility studies on our
projects, if any, our experience with regulators, and positive
changes to current economic conditions and the price of gold. When
used in this press release or otherwise, the words “optimistic,”
“potential,” “indicate,” “expect,” “intend,” “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 the Company to be materially
different from any future results, performance or achievements
expressed or implied by such statements. Such factors include,
among others, our ability to satisfy the conditions to closing of
the Offering and to use the proceeds from the Offering as expected,
uncertainty of mineral resource and reserve estimates, uncertainty
as to the Company’s future operating costs and ability to raise
capital; whether potential partners exist and what views they may
have regarding any transaction terms and expeditious development of
the Mt. Todd project; 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; whether anticipated gold recoveries and production
would be achieved; potential effects on our operations of
environmental regulations in the countries in which we operate;
risks due to legal proceedings; risks relating to political and
economic instability in certain countries in which we operate;
uncertainty as to the results of bulk metallurgical test work; and
uncertainty as to completion of critical milestones for Mt Todd; as
well as those factors discussed under the headings “Note Regarding
Forward-Looking Statements” and “Risk Factors” in the Company’s
latest Annual Report on Form 10-K and other documents filed with
the U.S. Securities and Exchange Commission and Canadian securities
regulatory authorities. Although we have 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, we assume no obligation to publicly update any
forward-looking statements or forward-looking information; whether
as a result of new information, future events or otherwise.
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