GRANGES INC
8-K, 1996-09-27
GOLD AND SILVER ORES
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<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION

                             Washington D.C.  20549


                                    FORM 8-K

                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported) September 17, 1996


                                  GRANGES INC.
                                  ------------
             (Exact name of registrant as specified in its charter)


       1-9025                                          Not Applicable
       -------                                         --------------
(Commission File No.)                       (I.R.S. Employer Identification No.)


                            British Columbia, Canada
                            ------------------------
         (State or other jurisdiction of incorporation or organization)


        Suite 3000, 370 Seventeenth Street, Denver, CO, USA        80202
        ---------------------------------------------------        -----
              (Address of principal executive offices)           (Zip Code)


        Registrant's telephone number, including area code 303-629-2450


                                 Not Applicable
                                 --------------
         (Former name or former address, if changed since last report)


                                                                     Page 1 of 3
<PAGE>   2
                                  GRANGES INC.

Item 1.          Changes in Control of Registrant

                 Not applicable

Item 2.          Acquisition or Disposition of Assets

                 Not applicable

Item 3.          Bankruptcy or Receivership

                 Not applicable

Item 4.          Changes in Registrant's Certifying Accountant

                 Not applicable

Item 5.          Other Events

        (a)      On September 17, 1996, the Registrant issued the
                 following press release:

               "GRANGES AND DA CAPO TO AMALGAMATE UNDER THE NAME
                               "VISTA GOLD CORP."

VANCOUVER, BRITISH COLUMBIA, SEPTEMBER 17, 1996  -  The Boards of Directors of
Granges Inc. ("Granges") and Da Capo Resources Ltd.  ("Da Capo") approved the
amalgamation agreement today under which the two companies will form a new gold
mining company--Vista Gold Corp.  This amalgamation is subject to the approval
of the shareholders and the British Columbia Supreme Court.  The extraordinary
general meetings will be held on Tuesday, October 22, 1996 for both companies.

After receiving fairness opinions from Goepel Shields & Partners Inc. and from
Salman Partners Inc., the Granges and Da Capo boards of directors unanimously
recommended to their respective shareholders that they vote in favor of the
amalgamation.

As previously announced, holders of Granges common shares will be entitled to
one common share of Vista Gold for each Granges share, and holders of Da Capo
common shares will be entitled to two common shares of Vista Gold for each Da
Capo share.

Vista Gold will be a well-financed, mid-tier gold producer with substantial
reserves and a large portfolio of properties in North and South America.  At
its inception, Vista Gold will have 100,000 ounces of gold production per year
from the efficient Hycroft mine in Nevada; production for 1995 was 101,000
ounces at a cash cost of US$272 per ounce.  Based on planned development and
expansion projects, annual gold production is expected to approach 300,000
ounces over the next three years resulting from the development of mines
located in Bolivia and Venezuela.





                                                                     Page 2 of 3
<PAGE>   3
Subject to final approvals, the effective date of the amalgamation will be
November 1, 1996."

Item 6.          Resignations of Registrant's Directors

                 Not applicable

Item 7.          Financial Statements and Exhibits

         (a)     Financial Statements - none

         (b)     Pro Forma financial information - none

         (c)     Exhibit - none

Item 8.          Change in Fiscal Year

                 Not applicable

                                   SIGNATURES

Pursuant to 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, hereunto duly authorized.



                                                 GRANGES INC.
                                      -----------------------------------
                                                 (Registrant)




Date: September 27, 1996          By: /s/ A. J. ALI, CA
                                      -----------------------------------
                                      A. J. Ali, CA
                                      Vice President Finance & C.F.O.





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