DENVER, Sept. 28, 2011
/PRNewswire/ -- Vista Gold Corp. (TSX & NYSE Amex Equities: VGZ)
("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 (TSX: VGZ.WT.U) 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.