<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the period of February 7, 1997 Commission File Number: 1-9025
VISTA GOLD CORP.
(Name of Registrant)
Suite 3000
370 Seventeenth Street
Denver, Colorado 80202
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
----- -----
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the SEC
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
----- -----
If "Yes" is marked, indicate the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not applicable.
<PAGE> 2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VISTA GOLD CORP.
Date: February 11, 1997 By: /s/ A. J. ALI
------------------------------
A. J. Ali, CA
Vice President Finance and
Chief Financial Officer
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
------- ----------------------
<S> <C>
99.1 Notice of Proposed Private Placement
</TABLE>
<PAGE> 1
EXHIBIT 99.1
LADNER DOWNS 1200 Waterfront Centre
Barristers & Solicitors 200 Burrard Street
PO Box 48600
Vancouver, Canada V7X 1T2
Telephone (604) 687-5744
Fax (604) 687-1415
JASON J. BROOKS DIRECT LINE (604) 640-4102
FILE NO: 06839/0 February 7, 1997
BY FACSIMILE
The Toronto Stock Exchange
The Exchange Tower
2 First Canadian Place
Toronto, Ontario
M5X 1J2
Attention: Robert Perry,
Listings & Distribution Division
Dear Sirs/Mesdames:
VISTA GOLD CORP.
- NOTICE OF PROPOSED PRIVATE PLACEMENT
We act as counsel to Vista Gold Corp. (the "Company").
Pursuant to Section 19.06 of The General By-law of The Toronto Stock Exchange
(the "Exchange") and Part VI of the Toronto Stock Exchange Company Manual (the
"Company Manual"), we are writing on behalf of the Company to provide notice to
the Exchange of a proposed private placement (the "Private Placement") of a
total of 32,135 common shares ("Shares") of the Company to four executive
officers and senior employees (collectively, the "Employees") of the Company.
The Shares will be subscribed for and purchased by the Employees at a price
equal to the closing price on the Exchange on February 4, 1997 and will be paid
for out of the Employees' normal cash bonus (the "Bonus") for the fiscal year
ended December 31, 1996. A Notice of Proposed Private Placement setting out the
1
<PAGE> 2
required information regarding the Private Placement is attached. Additional
details and background information regarding the Private Placement are set out
below. We also hereby apply on behalf of the Company for the conditional
approval of the Exchange of the listing on the Exchange of the Shares issuable
under terms of the Private Placement.
1. BACKGROUND
Pursuant to the terms of the Company's performance or
incentive bonus policy established by the Company in 1989 and certain
employment contracts, executive officers and senior employees of the Company
are eligible to receive performance or incentive bonuses. These bonuses are
awarded annually at the discretion of the Board of Directors of the Company
based on recommendations from the Company's Compensation Committee. The
issuance of bonuses is motivated by the Company's desire to reward past
services rendered to the Company and to provide an incentive for continued
service to the Company.
2. DETAILS OF PROPOSED PRIVATE PLACEMENT
On February 5, 1997, the Board of Directors of the Company
approved the payment of cash bonuses totalling $99,562 (US $74,300) to the
Employees. Subject to regulatory approval, the payment of the Bonus is
conditional upon the Employees agreeing to use one-half of the Bonus to
subscribe for Shares from treasury at a price equal to the closing price of the
Shares on the Exchange on the trading day prior to the date the Bonus was
approved by the Board of Directors (i.e., February 4, 1997). Accordingly, the
Private Placement will involve the issuance, subject to regulatory approval, of
a total of 32,135 Shares to the Employees at a price of $1.55 per Share. The
details of the proposed private placement of the Shares are set out below:
<TABLE>
<CAPTION>
NUMBER OF PRICE
NAME POSITION SHARES PER SHARE
---- -------- ------ ---------
<S> <C> <C> <C>
Michael B. Richings President and Chief 12,967 $1.55
Executive Officer
A.J. Ali Vice-President, Finance 8,429 $1.55
and Chief Financial Officer
Ronald J. McGregor Vice-President, Operations and 6,051 $1.55
Development
Warren Bates Manager 4,688 $1.55
</TABLE>
2
<PAGE> 3
3. SHAREHOLDER APPROVAL
Although we are aware that the Exchange sometimes requires
shareholder approval of private placements involving insiders, we submit that
shareholder approval of the Private Placement should not be required for the
following reasons:
(a) The Shares that the Company proposes to issue represent
approximately 0.04% of the 89,920,405 issued and outstanding
Shares of the Company. Accordingly, the Private Placement
does not involve a material issuance of Shares.
(b) The Shares are being issued at market with no discount.
(c) The Shares are being acquired for cash.
(d) The issuance of the Shares is not a share compensation
arrangement within the meaning of Part VI of the Company
Manual.
(e) Payment of the Bonus is conditional on the proceeds being
reinvested in the Shares.
(f) The issuance of the Shares is a one time occurrence.
For the foregoing reasons, we submit that the Private Placement is not of such
a nature as to make shareholder approval desirable or necessary, having regard
to the interests of the Company's shareholders and the investing public.
We trust that the foregoing is satisfactory. If you have any
questions or require further information, please do not hesitate to contact the
writer at (604) 640-4102.
Yours truly,
LADNER DOWNS
By:
Jason J. Brooks
cc: American Stock Exchange (3 copies, with enclosure)
Attention: Doug McKenny
cc: Securities and Exchange Commission (with enclosure)
(To be filed by the Company under cover of Form 6-K via EDGAR)
cc: Vista Gold Corp. (with enclosure)
Attention: Michael B. Richings
3
<PAGE> 4
THE TORONTO STOCK EXCHANGE
NOTICE OF A PROPOSED PRIVATE PLACEMENT
1. NAME OF ISSUER: Vista Gold Corp. (the "Issuer")
2. DESCRIPTION OF SECURITIES TO BE PLACED:
(a) Class - Common shares (the "Shares").
(b) Number - 32,135.
(c) Price - $1.55.
(d) Voting rights - One vote per share.
(e) If there are tax credits attached to the securities, please
describe - Not applicable.
(f) If the securities are not of a listed class, summarize the
provisions.
The Shares are listed on The Toronto Stock Exchange (the
"Exchange").
(g) If convertible into another class of securities, the maximum
number of securities issuable upon conversion.
Not applicable.
(h) Description of any attached warrants (or options), including:
(i) number - Not applicable.
(ii) exercise price - Not applicable.
(iii) term to expiry - Not applicable.
(iv) other significant terms - Not applicable.
3. NUMBER OF CURRENTLY ISSUED AND OUTSTANDING SHARES OF EACH CLASS OF
SHARES OF THE COMPANY, EXCLUDING NON-VOTING PREFERRED SHARES.
As at February 5, 1997, 89,920,405 Shares are issued and outstanding.
4
<PAGE> 5
4. IS THE PLACEMENT ENTIRELY OR IN PART NON-ARM'S LENGTH?
(FOR THIS PURPOSE, A NON-ARM'S LENGTH PRIVATE PLACEMENT INCLUDES A
TRANSACTION IN WHICH ANY DIRECTOR OR OFFICER OF THE ISSUER, OR ANY
BENEFICIAL OWNER OF SECURITIES CARRYING MORE THAN 10% OF THE VOTING
RIGHTS ATTACHING TO ALL OUTSTANDING VOTING SECURITIES OF THE ISSUER,
HAS A BENEFICIAL INTEREST, DIRECT OR INDIRECT.)
Yes. The Shares are being issued to four executive officers and senior
employees of the Issuer.
5. IF THE ANSWER TO QUESTION 4 IS YES:
(a) State the percentage of placement which is non-arm's length.
100%.
(b) For each non-arm's length placee, state the placee's name,
current holdings of voting securities of the issuer (direct
or indirect) in terms of number and percentage, and the
number of securities to be purchased under the private
placement.
<TABLE>
<CAPTION>
CURRENT HOLDINGS
OF SHARES NUMBER OF SHARES
NAME OF PLACEE (# / %) TO BE PURCHASED
-------------- ------- ---------------
<S> <C> <C>
Michael B. Richings 20,000 / 0.02% 12,967
A.J. Ali 45,300 / 0.05% 8,429
Ronald J. McGregor nil / nil 6,051
Warren Bates nil / nil 4,688
</TABLE>
(c) State the holdings of voting securities of the issuer (direct
or indirect) of each non-arm's length placee after the
placement in terms of number and percentage.
<TABLE>
<CAPTION>
HOLDINGS OF SHARES
AFTER PLACEMENT
NAME OF PLACEE (# / %)
-------------- -------
<S> <C>
Michael B. Richings 32,967 / 0.04%
A.J. Ali 53,729 / 0.06%
Ronald J. McGregor 6,051 / 0.01%
Warren Bates 4,688 / 0.01%
</TABLE>
5
<PAGE> 6
(d) If the issuer is providing any financial assistance to the
placee to facilitate the purchase, by way of loan, guaranty
or otherwise, give particulars.
The placees will subscribe for the Shares using a
portion of an annual cash bonus paid to the placees by the
Issuer. Please see the cover letter enclosed herewith for a
full description of the circumstances surrounding the
issuance of the Shares.
6. HAS THE ISSUER COMPLETED ANY OTHER PRIVATE PLACEMENTS WITHIN THE PAST
SIX MONTHS (INCLUDE PRIVATE PLACEMENTS THAT HAVE BEEN NEGOTIATED AND
ARE EXPECTED TO BE COMPLETED)?
Not applicable.
7. IF THE ANSWER TO 6 IS YES:
(a) State the dates on which each private placement closed and
the number and class of listed securities issued or issuable
under each placement.
Not applicable.
(b) State the number of securities of each class of equity
securities issued and outstanding at the beginning of the
six-month period, excluding non-voting preferred shares.
Not applicable.
(c) State whether shareholders approved any of the private
placements and, if so, identify which private placements were
so approved.
Not applicable.
8. IF THE ISSUER IS SUBJECT TO SECTION 19.09 OF THE EXCHANGE'S GENERAL
BY-LAW:
The Issuer is not subject to Section 19.09 of the Exchange's By-law.
(a) Could the placement potentially result in a change of control?
Not applicable.
If so, identify the potential new controlling shareholder(s)
Not applicable.
(b) What will be the use of proceeds?
Not applicable.
6
<PAGE> 7
9. ANY SIGNIFICANT INFORMATION REGARDING THE PROPOSED PRIVATE PLACEMENT
NOT DISCLOSED ABOVE.
Please see the cover letter enclosed herewith for a full description
of the circumstances surrounding the issuance of the Shares.
7
