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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 November 17, 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.
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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: November 18, 1997 By: /s/ A. J. Ali
--------------------------------
A. J. Ali, CA
Vice President Finance and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description of Exhibit
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99.1 Notice of Meeting and Management Information and Proxy Circular for
an Extraordinary General Meeting of Members to Be Held on Wednesday,
December 17, 1997
99.2 Vista Gold Corp. Proxy, Extraordinary General Meeting, December 17,
1997
99.3 Notice to Transfer Agent
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EXHIBIT 99.1
VISTA GOLD CORP.
NOTICE OF MEETING
AND
MANAGEMENT INFORMATION AND PROXY CIRCULAR
FOR
AN EXTRAORDINARY GENERAL MEETING
OF MEMBERS TO BE HELD ON
WEDNESDAY, DECEMBER 17, 1997
NOVEMBER 13, 1997
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TABLE OF CONTENTS
<TABLE>
<S> <C>
LETTER TO SHAREHOLDERS
NOTICE OF MEETING
MANAGEMENT INFORMATION AND PROXY CIRCULAR.........................................................................1
Solicitation of Proxies.......................................................................................1
Appointment of Proxyholder....................................................................................1
Revocation of Proxy...........................................................................................2
Voting of Proxies.............................................................................................2
Exercise of Discretion by Proxyholders........................................................................2
Voting Securities and Principal Holders of Voting Securities..................................................2
Quorum and Votes Necessary to Pass Resolutions................................................................3
Particulars of Matters to be Acted Upon.......................................................................3
Continuation of the Company under the Business Corporation Act of the Yukon Territory....................3
Executive Compensation........................................................................................9
Indebtedness of Directors and Officers.......................................................................16
Interests of Insiders in Material Transactions...............................................................17
Management Contracts.........................................................................................17
Interests of Certain Persons in Matters to be Acted Upon.....................................................17
Other Matters................................................................................................17
Board of Director Approval...................................................................................18
SCHEDULE "A" CONTINUATION RESOLUTION...........................................................................A-1
SCHEDULE "B" ARTICLES OF CONTINUANCE...........................................................................B-1
SCHEDULE "C" SECTION 207 OF THE COMPANY ACT (BRITISH COLUMBIA).................................................C-1
</TABLE>
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November 13, 1997
Dear Shareholder:
We have called a special meeting of the shareholders of Vista Gold
Corp. to be held on Wednesday, December 17, 1997 at 10:00 a.m., Vancouver time,
at Suite 1200, 200 Burrard Street, Vancouver, British Columbia. The formal
notice of meeting, the management information and proxy circular, a form of
proxy and a letter of transmittal are enclosed. These documents contain
important information and I encourage you to read them carefully. If you are
unable to attend the meeting in person, please complete, date, sign and return
the enclosed form of proxy in the envelope provided for that purpose to ensure
that your vote is counted.
The purpose of the meeting is to pass a special resolution authorizing
the continuation of the Company's jurisdiction of incorporation from British
Columbia to the Yukon Territory. The reasons for the continuation are twofold:
1. The Company will no longer be subject to taxation under the British
Columbia Corporation Capital Tax Act, saving us roughly Cdn.$205,000
per year for the 1997 and subsequent fiscal years.
2. Qualification for the Board of Directors will no longer be subject to
the Canadian and British Columbia residency requirements under the
British Columbia Company Act.
Yours sincerely,
/s/ MICHAEL B. RICHINGS
-------------------------------------
(signed) MICHAEL B. RICHINGS
President and Chief Executive Officer
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VISTA GOLD CORP.
NOTICE OF MEETING
NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the
"Meeting") of the members ("shareholders") of Vista Gold Corp. (the "Company")
will be held at Suite 1200, 200 Burrard Street, Vancouver, British Columbia on
Wednesday, December 17, 1997 at 10:00 a.m. (Vancouver time) for the following
purposes:
1. to consider and, if thought fit, to pass a special resolution
authorizing the continuation (the "Continuation") of the Company under
the Business Corporations Act (Yukon Territory) and approving the
articles of continuance for adoption by the Company. The full text of
such resolution is set out in Schedule "A" to the Information Circular
and the full text of such articles of continuance are set out in
Schedule "B" to the Information Circular;
2. to consider amendments to or variations of any matter identified in
this Notice of Meeting; and
3. to transact such further and other business as may be properly brought
before the Meeting or any and all adjournments thereof.
Accompanying this Notice of Meeting are (i) a Management Information
and Proxy Circular, (ii) a form of proxy and notes thereto, and (iii) a Letter
of Transmittal.
If you are a registered shareholder of the Company and are unable to
attend the Meeting in person, please date and execute the accompanying form of
proxy and deposit it with Montreal Trust Company of Canada at Montreal Trust
Centre, Suite 410, 510 Burrard Street, Vancouver, British Columbia, Canada, V6C
3B9, Attention: Proxy Department, not later than 10:00 a.m. (Vancouver time) on
Monday, December 15, 1997 or not less than 48 hours (excluding Saturdays,
Sundays and holidays) prior to any adjournment of the Meeting.
Whether or not you attend the Meeting, the enclosed Letter of
Transmittal should be returned in accordance with the instructions therein
together with your existing share certificate(s) in order to exchange them for
new share certificate(s) to be issued upon the Continuation.
If you are a non-registered shareholder of the Company and receive
these materials through your broker or through another intermediary, please
complete and return the materials in accordance with the instructions provided
to you by your broker or by the other intermediary.
This Notice of Meeting, the Management Information and Proxy Circular
and the form of proxy are first being sent to shareholders of the Company on or
about November 14, 1997.
DATED at Vancouver, British Columbia, this 13th day of November, 1997.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ WILLIAM F. SIRETT
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(signed) WILLIAM F. SIRETT
Secretary
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VISTA GOLD CORP.
MANAGEMENT INFORMATION AND PROXY CIRCULAR
THIS MANAGEMENT INFORMATION AND PROXY CIRCULAR ("INFORMATION CIRCULAR")
IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF VISTA GOLD
CORP. (THE "COMPANY") OF PROXIES TO BE VOTED AT THE EXTRAORDINARY GENERAL
MEETING (THE "MEETING") OF THE MEMBERS ("SHAREHOLDERS") OF THE COMPANY TO BE
HELD ON WEDNESDAY, DECEMBER 17, 1997 AND ANY ADJOURNMENTS THEREOF FOR THE
PURPOSES SET FORTH IN THE ACCOMPANYING NOTICE OF MEETING.
The executive office of the Company is located at Suite 3000, 370
Seventeenth Street, Denver, Colorado 80202 and its telephone number is (303)
629-2450. The registered and records office of the Company is located at 900
Waterfront Centre, 200 Burrard Street, P.O. Box 48600, Vancouver, British
Columbia, V7X 1T2.
It is anticipated that this Information Circular and the accompanying
Notice of Meeting, form of proxy and a Letter of Transmittal will be first
mailed to the shareholders of the Company on or about November 14, 1997. Unless
otherwise stated, the information contained in this Information Circular is
given as at November 13, 1997.
SOLICITATION OF PROXIES
The solicitation of proxies will be conducted by mail and may be
supplemented by telephone or other personal contact to be made, without special
compensation, by officers and employees of the Company. THE COMPANY MAY RETAIN
OTHER PERSONS OR COMPANIES TO SOLICIT PROXIES ON BEHALF OF MANAGEMENT, IN WHICH
EVENT THE CUSTOMARY FEES FOR SUCH SERVICES WILL BE PAID. THE COST OF THE
SOLICITATION WILL BE BORNE BY THE COMPANY.
APPOINTMENT OF PROXYHOLDER
The persons named in the enclosed form of proxy for the Meeting are
directors or officers of the Company and are nominees of management. A
SHAREHOLDER HAS THE RIGHT TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A
SHAREHOLDER, TO REPRESENT THE SHAREHOLDER AT THE MEETING BY STRIKING OUT THE
NAMES OF THE PERSONS DESIGNATED IN THE ACCOMPANYING FORM OF PROXY AND BY
INSERTING THAT OTHER PERSON'S NAME IN THE BLANK SPACE PROVIDED. IF A SHAREHOLDER
APPOINTS ONE OF THE PERSONS DESIGNATED IN THE ACCOMPANYING FORM OF PROXY AS A
NOMINEE AND DOES NOT DIRECT THE SAID NOMINEE TO VOTE EITHER FOR OR AGAINST OR
WITHHOLD FROM VOTING ON A MATTER OR MATTERS WITH RESPECT TO WHICH AN OPPORTUNITY
TO SPECIFY HOW THE COMMON SHARES (THE "COMMON SHARES") REGISTERED IN THE NAME OF
SUCH SHAREHOLDER SHALL BE VOTED, THE PROXY SHALL BE VOTED FOR SUCH MATTER OR
MATTERS.
The instrument appointing a proxyholder must be signed in writing by
the shareholder or such shareholder's attorney authorized in writing. If the
shareholder is a corporation, the instrument appointing a proxyholder must be in
writing signed by a duly authorized officer or attorney of the corporation. An
instrument of proxy will only be valid if it is duly completed, signed, dated
and received at the office of the Company's registrar and transfer agent,
Montreal Trust Company of Canada at Montreal Trust Centre, Suite 410, 510
Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9, Attention: Proxy
Department, not later than 10:00 a.m. (Vancouver time) on Monday, December 15,
1997 or not less than 48 hours
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(excluding Saturdays, Sundays and holidays) before any adjournments of the
Meeting, unless the Chairman of the Meeting elects to exercise his discretion to
accept proxies received subsequently.
REVOCATION OF PROXY
A shareholder may revoke a proxy by delivering an instrument in writing
executed by the shareholder or by the shareholder's attorney authorized in
writing or, where the shareholder is a corporation, by a duly authorized officer
or attorney of the corporation either at the registered office of the Company at
any time up to and including the last business day preceding the day of the
Meeting or any adjournment thereof, or with the Chairman of the Meeting on the
day of the Meeting or any adjournment thereof before any vote in respect of
which the proxy is to be used shall have been taken or in any manner permitted
by law. A shareholder may also revoke a proxy by depositing another properly
executed instrument appointing a proxyholder bearing a later date in the manner
described above, or in any other manner permitted by law.
VOTING OF PROXIES
A shareholder may direct the manner in which his or her Common Shares
are to be voted in accordance with the instructions of the shareholder by
marking the form of proxy accordingly. If the instructions in a proxy given to
management are certain, the Common Shares represented by that proxy will be
voted on any poll and, where a choice has been specified in the proxy, the
Common Shares will be voted on any poll in accordance with the specifications so
made. WHERE NO CHOICE IS SO SPECIFIED WITH RESPECT TO ANY RESOLUTION OR IN THE
ABSENCE OF CERTAIN INSTRUCTIONS, THE COMMON SHARES REPRESENTED BY A PROXY GIVEN
TO MANAGEMENT WILL BE VOTED IN FAVOUR OF THE RESOLUTION. IF MORE THAN ONE
DIRECTION IS MADE WITH RESPECT TO ANY RESOLUTION, SUCH COMMON SHARES WILL
SIMILARLY BE VOTED IN FAVOUR OF THE RESOLUTION.
EXERCISE OF DISCRETION BY PROXYHOLDERS
The enclosed form of proxy when properly completed and delivered and
not revoked confers discretionary authority upon the person appointed proxy
thereunder to vote with respect to amendments or variations of matters
identified in the Notice of Meeting, and with respect to other matters not so
identified which may properly come before the meeting. In the event that
amendments or variations to matters identified in the Notice of Meeting are
properly brought before the meeting or any further or other business is properly
brought before the Meeting, it is the intention of the person designated in the
enclosed form of proxy to vote in accordance with his best judgment on such
matters or other business. At the date of this Information Circular, management
of the Company knows of no such amendment, variation or other business which may
be presented to the Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES
VOTING SECURITIES
The authorized share capital of the Company is 3,000,000,000 shares
divided into 2,500,000,000 Common Shares without par value, of which 89,152,540
Common Shares are issued and outstanding, and
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500,000,000 preferred shares without par value, none of which are issued. The
Board of Directors of the Company has fixed the close of business on November
13, 1997 as the record date for the purpose of determining the shareholders
entitled to receive notice of the Meeting, but the failure of any shareholder to
receive notice of the Meeting does not deprive such shareholder of the
entitlement to vote at the Meeting.
Every shareholder who is present in person and entitled to vote at the
Meeting shall have one vote on a show of hands and on a poll shall have one vote
for each Common Share of which the shareholder is the registered holder and such
shareholder may exercise such vote either in person or by proxy.
PRINCIPAL HOLDERS OF VOTING SECURITIES
To the knowledge of the directors and senior officers of the Company,
as of November 13, 1997, no person beneficially owns, directly or indirectly, or
exercises control or direction over, more than 10% of the issued and outstanding
Common Shares of the Company.
QUORUM AND VOTES NECESSARY TO PASS RESOLUTIONS
Under the Company's Articles, the quorum for the transaction of
business at the Meeting consists of two shareholders or two proxyholders
representing shareholders.
With respect to the proposed continuation of the Company under the
Business Corporations Act of the Yukon Territory (the "Yukon Act"), section 37
of the Company Act of British Columbia (the "B.C. Act") requires that the
shareholders approve such continuation by a special resolution. A special
resolution must be approved by not less than three-quarters of the votes cast by
the shareholders of the Company who vote in person or by proxy at the Meeting.
PARTICULARS OF MATTERS TO BE ACTED UPON
CONTINUATION OF THE COMPANY UNDER THE BUSINESS CORPORATIONS ACT OF THE YUKON
TERRITORY
At the Meeting, the shareholders will be asked to consider and approve
a special resolution (the "Continuation Resolution") authorizing the
continuation (the "Continuation") of the Company under the Yukon Act and
approving articles of continuance (the "Articles of Continuance") to be adopted
by the Company. The full text of the Continuation Resolution is set out in
Schedule "A" to this Information Circular.
A copy of the proposed Articles of Continuance are set out in Schedule
"B" to this Information Circular. The Articles of Continuance establish, among
other things: (i) the name of the Company; (ii) the rights, privileges,
restrictions and conditions attaching to shares in the capital of the Company;
(iii) the minimum and maximum number of directors of the Company; (iv) any
restrictions on the businesses that the Company may carry on; and (v) that the
Company may hold its annual general meeting and any special meetings of
shareholders anywhere outside the Yukon Territory. The terms of the proposed
Articles of Continuance contain the following material changes from the present
Memorandum and Articles of the Company:
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(a) Share Capital Unlimited - Similar to corporations incorporated
in Canadian jurisdictions other than British Columbia, the
Company will be authorized to issue an unlimited number of
Common Shares.
(b) Location of Meetings - In accordance with the Yukon Act, the
Company will be able to hold its annual general meeting and
any special meeting of shareholders anywhere outside the Yukon
Territory.
THE CONTINUATION IS SUBJECT TO THE APPROVAL OF THE REGISTRAR OF
COMPANIES FOR BRITISH COLUMBIA AND TO CERTAIN OTHER REGULATORY APPROVALS.
Application is being made for these approvals and management anticipates no
difficulty in securing these approvals in the ordinary course.
If the Continuation Resolution is passed, management of the Company
will determine the timing for filing of the necessary documents to effect the
Continuation. At present, management of the Company intends to file the
necessary documents to effect the Continuation immediately following the
approval of the Continuation Resolution. Notwithstanding the approval of the
Continuation Resolution by the shareholders of the Company, the directors of the
Company may abandon the application for the Continuation without further
approval of the shareholders at any time prior to the issue of a certificate of
continuation giving effect to the Continuation by the Registrar of Corporations
for the Yukon Territory.
Shareholders have the right to dissent with respect to the Continuation
Resolution. See "Right of Dissent".
REASONS FOR THE CONTINUATION
British Columbia Corporation Capital Tax
The Company is presently subject to taxation under the British Columbia
Corporation Capital Tax Act, even though its head office is now located in
Denver, Colorado and it has no office or other establishment in British
Columbia. At present, this tax costs the Company roughly Cdn$205,000 per year.
If the shareholders approve the Continuation Resolution, the Company will not be
liable for corporation capital tax for the 1997 year or any future year.
Residency of Directors
Section 109 of the B.C. Act requires that a majority of the Company's
directors be ordinarily resident in Canada and that at least one director be
ordinarily resident in British Columbia. This limitation restricts the expertise
that the Company may be able to bring to its Board of Directors.
The Yukon Act has no residency requirements for directors. By effecting
the Continuation under the Yukon Act, the Company's shareholders will have the
flexibility which they do not presently enjoy to nominate and elect directors
without regard to their residency.
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RECOMMENDATION OF DIRECTORS
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY CONCLUDED THAT
THE CONTINUATION IS IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS,
AND RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE CONTINUATION RESOLUTION.
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COMPARISON OF THE YUKON ACT AND BRITISH COLUMBIA ACT
The Yukon Act differs from the B.C. Act in many respects, but provides
shareholders with substantially similar rights and protections, including rights
of dissent and appraisal and rights to bring derivative actions and oppression
actions. The following is a summary of the major differences between the B.C.
Act and the Yukon Act. This summary is not intended to be exhaustive and
shareholders should consult their legal advisors regarding all of the
implications of the transactions contemplated in the Continuation Resolution.
Sale of Company's Undertaking
Under the B.C. Act, the directors of a company may dispose of all or
substantially all of the business or undertaking of the company if such action
is authorized by a special resolution passed by not less than three-quarters of
the votes cast by those shareholders voting in person or by proxy at a general
meeting.
Under the Yukon Act, the sale, lease or exchange of all or
substantially all of the property of a company requires approval by not less
than two-thirds of the votes cast by shareholders who vote in person or by proxy
at a general meeting. In the event holders of shares of a class or series of
shares are affected by the sale, lease or exchange in a manner different from
the shares of another class or series, such holders are entitled to vote
separately as a class or series.
Special Resolutions
Under the B.C. Act, a special resolution to approve a change of name,
an amalgamation or plan of arrangement, a change in authorized capital or other
fundamental changes must be passed by not less than three-quarters of the votes
cast by shareholders voting in person or by proxy at a general meeting of the
company and, in most cases, also requires a separate resolution passed by not
less than three-quarters of the votes cast by the holders of the shares of each
class entitled to vote at a general meeting. In addition, the holders of not
less than 10% of the voting shares of the company who vote against, or not less
than 10% of a class of shares affected by, a change in the special rights and
restrictions attached to a class of shares may apply to a court to have the
resolution set aside.
Under the Yukon Act, a special resolution is required to be passed by
not less than two-thirds of the votes cast by the shareholders who vote in
person or by proxy at a general meeting. In limited circumstances, where a
certain class or series of shares is affected in a manner different from another
class or series of shares, separate resolutions or class votes by the holders of
shares of any class or series must be passed by not less than two-thirds of the
votes cast by the holders of shares of that class or series.
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Rights of Dissent and Appraisal
The B.C. Act provides that shareholders who dissent to certain actions
being taken by a company may exercise a right of dissent and require the company
to purchase the shares held by such shareholders for the fair value of such
shares. The dissent right is applicable where the company proposes to:
(a) continue out of the jurisdiction;
(b) provide financial assistance to a person for the purchase of
the company's shares;
(c) sell the whole or substantially the whole of the company's
undertaking;
(d) enter into a statutory amalgamation; or
(e) sell the whole part of its business or property on
liquidation.
The procedure for exercising dissent remedies is slightly different
under the Yukon Act as are the events which trigger such rights. A holder of
shares of any class of a company may dissent if the company resolves to:
(a) amend its articles to add, change or remove any provisions
restricting or constraining the issue or transfer of shares of
that class;
(b) amend its articles to add, change or remove any restrictions
on the business or businesses that the company may carry on;
(c) amalgamate with another company;
(d) be continued under the laws of another jurisdiction; or
(e) sell, lease or exchange all or substantially all of its
property.
Oppression Remedies
Under the B.C. Act, a shareholder of a company has the right to apply
to a court on the grounds that the company is acting or proposes to act in a way
that is prejudicial to the shareholder. On such an application, the court may
make such order as it sees fit including an order to prohibit any act proposed
by the company.
The Yukon Act contains rights that are viewed as broader in that they
are available to a larger class of complainants. Under the Yukon Act, a
shareholder, former shareholder, director, former director, officer or former
officer of a corporation or any of its affiliates, or any other person who, in
the discretion of a court, is a proper person to seek an oppression remedy, may
apply to a court for an order to rectify the matters complained of where, in
respect of a corporation or any of its affiliates, any act or omission of the
corporation or its affiliates effects a result, or the business or affairs of
the corporation or its affiliates are or have been exercised in a manner, that
is oppressive or unfairly prejudicial to, or that unfairly disregards the
interest of, any security holder, creditor, director or officer.
Shareholder Derivative Actions
Under the B.C. Act, a shareholder or director of a company may, with
judicial leave, bring an action in the name and on behalf of the company to
enforce an obligation owed to the company that could be enforced by the company
itself or to obtain damages for any breach of such an obligation.
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A broader right to bring a derivative action is contained in the Yukon
Act, and this right extends to officers, former shareholders, former directions
and former officers of a corporation or its affiliates, and any person who, in
the discretion of the court, is a proper person to make an application to court
to bring a derivative action. In addition, the Yukon Act permits derivative
actions to be commenced in the name and on behalf of a corporation or any of its
subsidiaries.
Place of Meetings
The B.C. Act requires all meetings of shareholders to be held in
British Columbia unless consent of the Registrar of Companies is otherwise
obtained.
The Yukon Act provides that meetings of shareholders may be held
outside the Yukon where the Company's articles so provide.
Number and Residency of Directors
The B.C. Act provides that a reporting company must have a minimum of
three directors, a majority of whom must be ordinarily resident in Canada and at
least one of whom must be resident in British Columbia.
The Yukon Act does not have any such residency requirements, but does
require that at least two of the directors not be officers or employees of the
corporation or its affiliates.
Shareholder Proposals
Unlike the legislation governing corporations federally and in many
provinces of Canada, the B.C. Act does not contain a mechanism allowing
shareholders to make a "shareholder proposal" for consideration at an annual
general meeting.
The Yukon Act allows a shareholder to make a proposal for consideration
at an annual general meeting and requires that the directors of the company
facilitate the communication of that proposal to the shareholders in advance of
the meeting, provided the requirements of the Yukon Act in this regard are
followed by any shareholder wishing to make such a proposal.
Removal of Directors
The B.C. Act provides that shareholders may only remove directors
between annual general meetings by a special resolution approved by not less
than three-quarters of the votes cast in person or by proxy at a general
meeting.
The Yukon Act permits the shareholders to remove directors between
annual general meetings by ordinary resolution, which requires the approval of a
simple majority of the votes cast in person or by proxy at a special meeting.
RIGHT OF DISSENT
Pursuant to the B.C. Act, any shareholder who dissents in respect of
the Continuation Resolution (a "Dissenting Shareholder") is entitled, provided
the Continuation Resolution is effected and upon compliance with the appropriate
procedures, to be paid the fair value of the Common Shares of the
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Company in respect of which dissent was exercised and which are held by the
Dissenting Shareholder, such fair value to be determined as of the day before
the Continuation Resolution was passed.
The following is a summary of the operation of the provisions of the
B.C. Act relating to a Dissenting Shareholder's dissent and appraisal rights.
Any shareholder considering the exercise of a right of dissent should seek
independent legal advice since failure to comply strictly with the provisions of
the B.C. Act may prejudice such shareholder's right to dissent. The provisions
of the B.C. Act relating to a Dissenting Shareholder's dissent and appraisal
rights are set out in Schedule "C" to this Information Circular.
Pursuant to the B.C. Act, a shareholder who wishes to dissent in
respect of the Continuation Resolution must give written notice of dissent
("Notice of Dissent") to the Company. Notice of Dissent may be given to the
Company by leaving it at or by mailing it by registered mail addressed to the
Company's registered and records office at 900 Waterfront Centre, 200 Burrard
Street P.O. Box 48600, Vancouver, British Columbia, Canada, V7X 1T2, Attention:
William F. Sirett, or by personally serving it on any director or officer of the
Company. In all cases, a Notice of Dissent must be given by not later than
December 16, 1997. The giving of a Notice of Dissent does not deprive a
shareholder of the right to vote on the Continuation Resolution. A vote against
the Continuation Resolution or the execution or exercise of a proxy does not
constitute a Notice of Dissent. A shareholder is not entitled to dissent with
respect to any Common Shares if such shareholder votes (or instructs or is
deemed, by submission of any incomplete proxy, to have instructed his or her
proxyholder to vote) any Common Shares in favour of the Continuation Resolution,
but a shareholder may abstain from voting on the Continuation Resolution, or may
vote as a proxy for a shareholder whose proxy requires an affirmative vote
without affecting his or her dissent rights.
If the Continuation Resolution is passed, the Company is required to
give any Dissenting Shareholder prior notice of the Company's intention to act
on the Continuation Resolution and to advise any Dissenting Shareholder of his
or her rights under the B.C. Act. Within 14 days after the Company gives such a
notice of intention to act, each Dissenting Shareholder must send to the
Company's registered office a written notice containing his or her name and
address, the number of Common Shares of the Company in respect of which he or
she dissents and a requirement that the Company purchase all such Common Shares
(the "Demand for Purchase") together with the share certificates representing
the Common Shares in respect of which he or she dissents. A Dissenting
Shareholder who fails to forward such written notice and his or her share
certificates within the 14 days loses any right to require the Company to
purchase all the shares in respect of which the Notice to Dissent was given.
Upon a Dissenting Shareholder making a Demand for Purchase, the
Dissenting Shareholder is bound to sell and the Company is bound to purchase the
Common Shares in respect of which the Demand for Purchase is given for their
fair value as of the day before the Continuation Resolution was passed,
including any appreciation or depreciation in anticipation of the vote. After
making a Demand for Purchase, a Dissenting Shareholder may not vote or exercise
or assert any rights of a shareholder in respect of the Common Shares for which
Notice to Dissent has been given unless the Dissenting Shareholder withdraws the
Demand for Purchase with the consent of the Company. Until the Dissenting
Shareholder is paid in full for such Common Shares, he or she may exercise and
assert the rights of a creditor of the Company with respect to such Common
Shares.
Either the Dissenting Shareholder or the Company is entitled to apply
to the Court, which may fix the price and terms of the purchase and sale of the
Common Shares in respect of which the dissent is made or order that the price
and terms be established by arbitration or make such consequential orders and
give such directions as the Court considers appropriate. Except as described
above, the Continuation does not affect the rights of the Dissenting Shareholder
or the Company under the B.C. Act or the price to be paid for the Common Shares
of the Company.
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<PAGE> 13
EXCHANGE OF COMMON SHARE CERTIFICATES FOLLOWING THE CONTINUATION
If the Continuation is approved by shareholders, the Company will be
required to adopt a new form of Common Share certificate. The procedure for
shareholders to surrender their existing Common Share certificates and receive
new Common Share certificates in exchange therefor is set out in the Letter of
Transmittal accompanying this Information Circular. Shareholders who have not
received a Letter of Transmittal should contact Montreal Trust Company of Canada
("Montreal Trust") at Montreal Trust Centre, 2nd Floor, 510 Burrard Street,
Vancouver, British Columbia, Canada, V6C 3B9, Attention: Re-Organization
Department (Toll-Free Telephone No.: 1-888-661-5566 or Facsimile or at (604)
661-9480).
Upon receipt by Montreal Trust of a shareholder's properly completed
Letter of Transmittal, together with his or her existing Common Share
certificates, Montreal Trust will forward to such shareholder on or as soon as
practicable after the effective date of the Continuation (the "Effective Date"),
the new Common Share certificates to which such shareholder is entitled.
Shareholders who forward properly completed Letters of Transmittal, together
with their respective Common Share certificates, prior to the Effective Date
will be forwarded the new Common Share certificates to which they are entitled
as soon as practicable and, in any event, not later than 10 days after the
Effective Date. Montreal Trust will forward to shareholders who have deposited
their properly completed Letter of Transmittal, together with their existing
Common Share certificates, after the Effective Date, the new Common Share
certificates to which they are entitled within 10 days following receipt by
Montreal Trust of such letters and share certificates. Shareholders who do not
forward to Montreal Trust properly completed Letters of Transmittal together
with their existing Common Share certificates, will not receive the new Common
Share certificates to which they are otherwise entitled until tender is made.
No commission will be charged to shareholders who tender certificates
evidencing their respective Common Shares according to the instructions set out
in the Letter of Transmittal or who use a services of a member of the soliciting
dealer group, if any. If the Continuation is not completed, all transmitted
Common Share certificates will be returned forthwith to shareholders entitled
thereto, without charge.
IT IS RECOMMENDED THAT SHAREHOLDERS COMPLETE AND RETURN THEIR LETTERS
OF TRANSMITTAL, TOGETHER WITH THEIR RESPECTIVE COMMON SHARE CERTIFICATES, TO
MONTREAL TRUST AS SOON AS POSSIBLE AFTER THE MEETING.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table contains a summary of the compensation paid to, or
earned by, the Company's current President and Chief Executive Officer, and the
executive officers of the Company who received in their capacity as officers of
the Company and any of its subsidiaries, in excess of Cdn$100,000 (collectively,
the "Named Executive Officers") for each of the Company's three most recently
completed financial years ended December 31, 1996, 1995 and 1994. All currency
figures under the heading "Summary Compensation Table" are in United States
dollars.
-9-
<PAGE> 14
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
NUMBER OF
COMMON SHARES ALL OTHER
OTHER ANNUAL UNDER OPTIONS COMPEN-
NAME AND SALARY BONUS COMPENSATION(1)(3) GRANTED (2) SATION(3)
PRINCIPAL POSITION YEAR (US$) (US$) (US$) (#) (US$)
- ------------------------------ ---- ------ ----- ------------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
MICHAEL B. RICHINGS(4) 1996 200,000 22,419 nil 50,000 5,333
President and 1995 154,363 30,000 nil 250,000 5,286
Chief Executive Officer 1994 n/a n/a n/a n/a n/a
- --------------------------------------------------------------------------------------------------------------------------
AMJAD J. ALI(5) 1996 130,000 4,767 nil nil 5,200
Vice President Finance and 1995 95,343 9,534 nil 80,000 1,907
Chief Financial Officer 1994 95,343 8,801 nil nil 1,907
- --------------------------------------------------------------------------------------------------------------------------
PAUL WRIGHT 1996 57,756 4,711 187,305 60,000 1,711
Former Vice President Mining 1995 39,626 nil nil nil 106,117(6)
and Project Development 1994 n/a n/a n/a n/a n/a
- --------------------------------------------------------------------------------------------------------------------------
RONALD J. MCGREGOR(7) 1996 70,000 nil nil nil 1,400
Vice President Operations 1995 n/a n/a n/a n/a n/a
and Development 1994 n/a n/a n/a n/a n/a
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Perquisites and other personal benefits for the most recently completed
financial year do not exceed the lesser of $50,000 and 10% of the total
annual salary and bonus for any of the Named Executive Officers unless
otherwise noted.
(2) All securities under option are for Common Shares of the Company. No
stock appreciation rights ("SARs") are outstanding.
(3) Represents the Company's contribution under the Company's Retirement
Savings Plan, except where otherwise indicated. The executive officers
of the Company participate in this plan on the same basis as all other
employees of the Company. See "Pensions and Retirement Savings Plans".
(4) Mr. Richings was appointed President and Chief Executive Officer of the
Company on June 1, 1995.
(5) Mr. Ali became permanently employed by the Company in April 1993 and
was appointed Vice President Finance on May 12, 1993 and was appointed
Chief Financial Officer on December 13, 1995.
(6) Compensation received by Mr. Wright for services rendered in his
capacity as General Manager, Hycroft Mine of Hycroft Resources &
Development Corporation from 1992. Mr. Wright became Vice President
Mining and Project Development on May 1, 1995. Mr. Wright ceased to be
Vice President Operations and Development on May 30, 1996.
(7) Mr. McGregor became Vice President Mining and Project Development on
June 1, 1996.
The total aggregate remuneration paid by the Company and its
subsidiaries to the directors and senior officers as a group, excluding the
Named Executive Officers, during the financial year ended December 31, 1996 was
US$131,867.
LONG-TERM INCENTIVE PLAN
The Company does not presently have a long-term incentive plan for its
Named Executive Officers.
-10-
<PAGE> 15
STOCK OPTIONS
The Company has established a stock option plan (the "Stock Option
Plan") which provides for grants to directors, officers, employees and
consultants of the Company, or its subsidiaries, of options to purchase up to a
maximum of 4,500,000 of the issued and outstanding Common Shares from time to
time, provided that no more than 5% of the issued and outstanding Common Shares
may from time to time be reserved for issuance pursuant to the exercise of stock
options granted to any one individual. Effective upon the amalgamation of
Granges Inc. and Da Capo Resources Ltd. on November 1, 1996, the Company as the
amalgamated entity adopted the Stock Option Plan of Granges Inc. Under the Stock
Option Plan, options may be exercised by the payment in cash of the option
exercise price to the Company. All options are subject to the terms and
conditions of an option agreement entered into by the Company and each
participant at the time an option is granted.
The Stock Option Plan is administered by the Board of Directors which
has full and final discretion to determine: (i) the total number of optioned
shares to be made available under the Stock Option Plan; (ii) the directors (who
are full-time employees), officers, employees and consultants of the Company who
are eligible to receive stock options under the Stock Option Plan ("Optionees");
(iii) the time when and the price at which stock options will be granted; (iv)
the time when and the price at which stock options may be exercised; and (v) the
conditions and restrictions on the exercise of options. Pursuant to the terms of
the Stock Option Plan, the exercise price must not be less than the closing
price of the Common Shares on The Toronto Stock Exchange on the day preceding
the date of grant. Options become exercisable only after they vest in accordance
with the respective stock option agreement and must expire no later than 10
years from the date of grant.
Under the terms of the Stock Option Plan, directors who are not
full-time employees of the Company automatically receive options to purchase
50,000 Common Shares upon becoming a director, with such options vesting and
becoming exercisable as to 25% on the date of grant and 25% on each of the
first, second and third anniversaries.
If an Optionee ceases to be an officer or employee of the Company, or
its subsidiaries, as a result of termination for cause, all unexercised options
will immediately terminate. If an Optionee ceases to be a director, officer or
employee of the Company, or its subsidiaries, or ceases to be a consultant to
the Company, for any reason other than termination for cause, the Optionee shall
have the right to exercise his or her options at any time up to but not after
the earlier of 30 days from the date of ceasing to be a director, officer,
employee or consultant, or the expiry date. In the event of death of an
Optionee, the legal representatives of such Optionee have the right to exercise
the options at any time up to but not after the earlier of 90 days from the date
of death, or the expiry date.
Options granted under the Stock Option Plan are non-transferable and
non-assignable other than on the death of an Optionee. An Optionee has no rights
whatsoever as a shareholder in respect of unexercised options.
Stock Option Grants
The following table sets forth a summary of stock options granted to
the Named Executive Officers under the Stock Option Plan during the financial
year ended December 31, 1996. All stock options are for Common Shares of the
Company. No stock appreciation rights ("SARs") are outstanding, and it is
currently intended that none be issued. All currency figures under the heading
"Stock Option Grants" are in Canadian dollars.
-11-
<PAGE> 16
<TABLE>
<CAPTION>
OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
% OF TOTAL
OPTIONS MARKET
NUMBER OF GRANTED TO VALUE OF SECURITIES
SECURITIES EMPLOYEES IN EXERCISE OR UNDERLYING OPTIONS
UNDER OPTION FINANCIAL YEAR BASE PRICE ON THE DATE OF GRANT EXPIRATION
NAME (#) (%) (CDN$/SECURITY) (CDN$/SECURITY)(1) DATE
- ---- ------------- --------------- --------------- -------------------- ----------
<S> <C> <C> <C> <C> <C>
MICHAEL B. RICHINGS 50,000 6.0 1.83 91,500 October 31, 2006
AMJAD J. ALI nil nil nil nil nil
PAUL WRIGHT nil nil nil nil nil
RONALD J. MCGREGOR 100,000 12.0 2.75 275,000 June 1, 2006
</TABLE>
- -----------------------
(1) The market value of the Common Shares on the date of grant of the
options is the closing price per share at which the Common Shares were
traded on The Toronto Stock Exchange on the day preceding the date of
grant.
Aggregated Option Exercises and Value of Unexercised Options
The following table sets forth a summary of the exercise of options by
the Named Executive Officers during the financial year ended December 31, 1996
and the value at December 31, 1996 of unexercised in-the-money options held by
the Named Executive Officers. No SARs are outstanding. All currency figures
under the heading "Aggregated Option Exercises and Value of Unexercised Options"
are in Canadian dollars.
AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
AND FINANCIAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SECURITIES FINANCIAL YEAR-END AT FINANCIAL YEAR-END
ACQUIRED AGGREGATE EXERCISABLE/ EXERCISABLE/
ON EXERCISE VALUE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
NAME (#) (CDN$) (#) (CDN$)
---- ----------- -------------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
MICHAEL B. RICHINGS nil nil 137,500/162,500 254,375/300,625
AMJAD J. ALI nil nil 60,000/40,000 111,000/74,000
PAUL WRIGHT nil nil nil/nil nil/nil
RONALD J. MCGREGOR nil nil 25,000/75,000 46,250/138,750
</TABLE>
- ----------------------------
(1) Based on the closing trading price of the Common Shares on The Toronto
Stock Exchange on the last trading day of the financial year, being
$1.85.
None of the options held by the Named Executive Officers were repriced
downward during the financial year ended December 31, 1996.
-12-
<PAGE> 17
PENSION AND RETIREMENT SAVINGS PLANS
The Company sponsors a quantified tax-deferred savings plan in
accordance with the provisions of section 401(K) of the U.S. Internal Revenue
Service Code which is available to permanent U.S.-based employees. Under the
terms of this plan, the Company makes contributions of up to 4% of eligible
employees' salaries.
The Company also sponsors a retirement savings plan which is available
to permanent Canadian-based employees. Under the terms of this plan, the Company
is required to contribute between 2% and 4% of the employee's salary, depending
on length of service, to a maximum of Cdn$3,500 per year and provided that the
employee also makes the minimum required contribution, as follows:
<TABLE>
<CAPTION>
COMPANY'S EMPLOYEE'S
CONTRIBUTION CONTRIBUTION
TERM OF EMPLOYMENT % OF SALARY % OF SALARY
- ------------------ ------------- -------------
<S> <C> <C>
3 years or less............................................ 2.0% 2.0%
3-4 years.................................................. 3.0% 2.0%
4-5 years.................................................. 3.5% 2.0%
5 years or more............................................ 4.0% 2.0%
</TABLE>
The retirement savings funds for each employee are deposited in the
employee's registered retirement savings plan ("RRSP") as defined in Canadian
income tax legislation and are held by a trustee. The amounts contributable to
an RRSP and the withdrawal and taxation of RRSP funds both before and after
retirement are governed by Canadian income tax legislation. If funds are
withdrawn by the employee from his or her RRSP, the employee ceases to qualify
for contributions by the Company for a period of two years.
TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND EMPLOYMENT CONTRACTS
All of the Named Executive Officers of the Company have been engaged
under employment contracts. Each of these contracts provides for base salary,
annual discretionary incentive bonus, four weeks' vacation time and various
minor perquisites. The contracts between the Company and the Named Executive
Officers, other than the President and Chief Executive Officer, are for an
unlimited term, provide for performance bonuses in accordance with the Company's
incentive policy, may be terminated by the Company or the Named Executive
Officer upon 30 days written notice, and provide for severance benefits
described below.
The contract between the Company and Michael B. Richings, the President
and Chief Executive Officer, is for an unlimited term, provides for an annual
bonus of up to 30% of his base salary at the sole discretion of the Board of
Directors and provides for a severance benefit described below. Under the terms
of this contract, the employment of Mr. Richings may be terminated by the
Company without cause, provided that it continues to pay his base salary for a
period of 12 months (or makes a lump sum payment equal to 12 months of his base
salary), and by Mr. Richings upon 60 days notice to the Company. In addition, in
the event that Mr. Richings suffers an injury or illness that renders him
permanently incapable of substantially performing his duties under this
contract, the Company may terminate Mr. Richings' employment, provided that it
continues to pay his base salary and other employee benefits for a period of one
year following notice of such termination.
-13-
<PAGE> 18
As at November 13, 1997, the Company has arrangements with three of the
Named Executive Officers under which each is entitled to receive severance
benefits based upon his monthly salary in the event of termination of his
employment other than for cause. The aggregate compensation paid or payable to
the three Named Executive Officers under this arrangement is US$506,582, and the
amount payable to each Named Executive Officer is as follows:
Michael B. Richings US$182,415
Amjad J. Ali US$184,167
Ronald J. McGregor US$140,000
The fourth Named Executive Officer, Paul Wright, received a severance
payment upon termination of his employment of US$187,305.
Other than as described above, the Company has no plan or arrangement
in respect of compensation received or that may be received by Named Executive
Officers to compensate such officers in the event of the termination of
employment, resignation, retirement , change of control of the Company or in the
event of a change in responsibilities following a change of control.
REPORT OF THE COMPENSATION COMMITTEE
Composition of the Compensation Committee
The Company has a Compensation Committee comprised of the following
directors: David R. Sinclair, Alan G. Thompson and Ross J. Beaty. None of the
members of the Compensation Committee is or have been an executive officer or
employee of the Company or any of its subsidiaries or affiliates.
Report
It is the responsibility of the Compensation Committee to review and
recommend compensation policies and programs to the Company as well as salary
and benefit levels for its executives. The committee makes recommendations to
the Board of Directors which gives final approval on compensation matters.
During 1996, the Compensation Committee met two times.
The Company's compensation policies and programs are designed to be
competitive with similar mining companies and to recognize and reward executive
performance consistent with the success of the Company's business. These
policies and programs are intended to attract and retain capable and experienced
people.
In addition to industry comparables, the Compensation Committee
considers a variety of factors when determining both compensation policies and
programs and individual compensation levels. These factors include the
long-range interests of the Company and its shareholders, overall financial and
operating performance of the Company and the committee's assessment of each
executive's individual performance and contribution toward meeting corporate
objectives. Superior performance is recognized through the Company's incentive
policy.
The total compensation plan for executive officers is comprised of
three components: base salary, an incentive payment and stock options. As a
general rule for establishing base salaries, the Compensation Committee reviews
competitive market data for each of the executive positions and determines
placement at an appropriate level in a range. Compensation levels are typically
negotiated with the candidate for the position prior to his or her final
selection as an executive officer. The
-14-
<PAGE> 19
compensation range for executives normally moves annually to reflect external
factors such as inflation.
The Company's incentive policy generally allows executive officers and
management personnel to earn an incentive payment to a maximum of 15% of his or
her base salary, two-thirds of which is based upon individual performance and
one-third of which is based upon the performance of the Company. All executive
officers and management personnel participate in this policy, except the
President and Chief Executive Officer. By contract, the President and Chief
Executive Officer is entitled to earn a bonus of up to 30% of his base salary.
Following the end of each fiscal year, the Compensation Committee makes a
recommendation to the Board of Directors as to the appropriate incentive payment
for the executive officers and management personnel. No specific performance
criteria or objectives are utilized by the Compensation Committee or the Board
of Directors in making their determinations. In 1996, incentive payments
totalling US$74,300 were paid to four executive officers and senior employees,
subject to one-half of the payment being reinvested in Common Shares through a
subscription from treasury.
The third element in the total compensation plan is the Stock Option
Plan. This plan is intended to emphasize management's commitment to growth of
the Company and enhancement of shareholders' wealth through, for example,
improvements in net earnings and share price increments. In the past the Company
placed less reliance on stock options as management incentives in comparison to
other companies in the mining industry, principally because of the relative
undervaluation of the Company's stock and other factors which were perceived to
have interfered with normal market performance of its shares. A review of the
stock option element of executive and management compensation was undertaken in
1994 and, in August 1994, the Board of Directors adopted the recommendations of
the Compensation Committee with respect to exercising its discretion in granting
options under the Stock Option Plan. These recommendations, which were designed
to improve the value of the plan as an incentive to management and to encourage
long-term service, are as follows:
(a) participation under the Stock Option Plan will continue to be
restricted to senior staff;
(b) the initial grant of options will continue to be upon
commencement of permanent employment, will be at a level
commensurate with the seniority of the position and will be in
accordance with current industry standards;
(c) consideration will be given to subsequent grants on an ad hoc
basis dependent upon corporate and individual performance and
up to a maximum level commensurate with the seniority of the
position; and (d) each new grant will have a maximum term of
10 years as required under the Stock Option Plan, but with one
quarter of the options exercisable at the date of grant and
the remaining three quarters in equal instalments over the
succeeding three years.
Submitted on behalf of the Compensation Committee
DAVID R. SINCLAIR
ALAN G. THOMPSON
C. THOMAS OGRYZLO
-15-
<PAGE> 20
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the
Company's cumulative total shareholder return on its Common Shares with the
cumulative total return of the TSE 300 Stock Index, assuming the reinvestment of
dividends, for the last five financial years:
1991 1992 1993 1994 1995 1996
----- ---- ---- ---- ---- ----
TSE 300 100 123 120 134.2 128.9 168.8
VISTA GOLD 100 150 325 204 187.5 154.2
COMPENSATION OF DIRECTORS
During the financial year ended December 31, 1996, directors of the
Company received a fee of Cdn$12,000 per annum payable monthly in equal
instalments, plus a fee of Cdn$600 per meeting of the Board of Directors or any
committee thereof (Cdn$500 for telephone meetings). The Chairman of the Board of
Directors received an additional fee of Cdn$24,000 per annum but did not receive
fees for meetings of committees of the Board of Directors. The Company also
reimbursed directors for out-of-pocket expenses related to their attendance at
meetings. No additional amounts were paid or are payable to directors of the
Company for committee participation or special assignments.
INDEBTEDNESS OF DIRECTORS AND OFFICERS
None of the directors or senior officers of the Company, or associates
or affiliates of the foregoing persons, is, or has been, indebted to the Company
during the most recently completed financial year.
-16-
<PAGE> 21
INTERESTS OF INSIDERS IN MATERIAL TRANSACTIONS
No insider of the Company and no associate or affiliate of any insider
has, or has had, any material interest, direct or indirect, in any transaction
since the commencement of the most recently completed financial year, or in any
proposed transaction, which in either such case has materially affected or will
materially affect the Company, except as has been disclosed in a previous
information circular.
MANAGEMENT CONTRACTS
There are no management functions which are to any substantial degree
performed by persons other than the directors or senior officers of the Company.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Other than as disclosed herein, no person who has been a director or
officer of the Company at any time since the beginning of the most recently
completed financial year, nor any associate or affiliate of any of the foregoing
persons, has any material interest, direct or indirect, in any matter to be
acted on at the Meeting.
OTHER MATTERS
Management of the Company knows of no other matters which will be
brought before the Meeting, other than those set forth in the Notice of Meeting.
Should any other matters properly come before the Meeting, the Common Shares
represented by the proxies solicited hereby will be voted on those matters in
accordance with the best judgment of the persons voting such proxies.
INFORMATION AVAILABLE
EACH PERSON TO WHOM A COPY OF THIS INFORMATION CIRCULAR IS DELIVERED
WHO MAKES A WRITTEN REQUEST TO THE COMPANY WILL BE SENT WITHOUT A CHARGE A COPY
OF THE ANNUAL REPORT ON FORM 20-F, INCLUDING FINANCIAL STATEMENTS AND THE
FINANCIAL SCHEDULES FOR THE MOST RECENT FISCAL YEAR. WRITTEN REQUESTS MUST BE
MADE DIRECTLY TO THE COMPANY.
-17-
<PAGE> 22
BOARD OF DIRECTOR APPROVAL
The undersigned hereby certifies that the contents and sending of this
Information Circular to the shareholders of the Company have been approved by
the Board of Directors.
DATED at Vancouver, British Columbia, this 13th day of November, 1997.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ WILLIAM F. SIRETT
-------------------------------------------
(signed) WILLIAM F. SIRETT
Secretary
-18-
<PAGE> 23
SCHEDULE "A"
CONTINUATION RESOLUTION
Continuation pursuant to Section 37 of the
Company Act (British Columbia)
Special Resolution of the Meeting authorizing the Continuation of the
Company pursuant to Section 37 of the Company Act (British Columbia):
"BE IT RESOLVED as a special resolution that:
1. pursuant to section 37 of the Company Act (British Columbia)
the directors of Vista Gold Corp. (the "Company") are hereby
authorized to apply under section 190 of the Business
Corporations Act (Yukon Territory) to the Registrar of
Corporations of the Yukon Territory for a Certificate of
Continuance continuing the Company under the Business
Corporations Act (Yukon Territory);
2. the articles of continuance (the "Articles of Continuance") in
substantially the form attached as Schedule "B" to the
Management Information and Proxy Circular accompanying the
Notice of Meeting for this Extraordinary General Meeting are
hereby approved in all respects, with such amendments thereto
as the director or officer executing the same may approve,
such approval to be conclusively evidenced by his or her
execution thereof;
3. all amendments to the existing Memorandum and Articles of the
Company reflected in the Articles of Continuance are hereby
approved;
4. notwithstanding that this special resolution has been duly
passed by the members of the Company, the Board of Directors
of the Company may revoke this special resolution at any time
prior to the issue of a Certificate of Continuation giving
effect to the continuation of the Company under the Business
Corporations Act (Yukon Territory) without further approval of
the members; and
5. any director or officer of the Company is hereby authorized,
for and on behalf of the Company, to execute and deliver the
Articles of Continuance and to execute and, if appropriate,
deliver all other documents and to do all other things as in
the opinion of such director or officer may be necessary or
desirable to implement this special resolution and the matters
authorized hereby, such determination to be conclusively
evidenced by the execution and delivery of such document or
instrument, and the taking of any such action."
A-1
<PAGE> 24
SCHEDULE "B"
ARTICLES OF CONTINUANCE
<TABLE>
<CAPTION>
YUKON BUSINESS CORPORATIONS ACT Form 3-01
JUSTICE (Section 190)
ARTICLES OF CONTINUANCE
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
1. Name of Corporation:
Vista Gold Corp.
- ---------------------------------------------------------------------------------------------------------------------------
2. The classes and any maximum number of shares that the corporation is
authorized to issue:
See Schedule 1 attached hereto.
- ---------------------------------------------------------------------------------------------------------------------------
3. Restrictions if any on share transfers:
None.
- --------------------------------------------------------------------------------------------------------------------------
4. Number (or minimum or maximum number) of Directors:
Minimum 3 - Maximum 8
- --------------------------------------------------------------------------------------------------------------------------
5. Restrictions if any on businesses the corporation may carry on:
The Corporation is restricted from carrying on the business of a railway,
steamship, air transport, canal, telegraph, telephone or irrigation company.
- --------------------------------------------------------------------------------------------------------------------------
6. If change of name effected, previous name:
Not applicable.
- --------------------------------------------------------------------------------------------------------------------------
7. Details of incorporation:
Amalgamated under the laws of British Columbia on November 1, 1996 under the
name "Vista Gold Corp.".
- --------------------------------------------------------------------------------------------------------------------------
8. Other provisions if any:
See Schedule 1 attached hereto
- --------------------------------------------------------------------------------------------------------------------------
9. Date Signature Title
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
B-1
<PAGE> 25
SCHEDULE 1
to the Articles of Continuance
of
VISTA GOLD CORP.
1. The classes and any maximum number of shares that the Corporation is
authorized to issue:
an unlimited number of Common Shares; and
an unlimited number of Preferred Shares.
The Common Shares and the Preferred Shares shall have attached thereto
the special rights and restrictions attached hereto as Annexure A.
2. Other provisions, if any:
(a) Shareholder meetings may be held in Vancouver, British Columbia or
such place or places as the directors in their absolute discretion
may determine from time to time.
(b) The directors may, between annual general meetings, appoint one or
more additional directors of the Corporation, to serve until the
next annual general meeting, but the number of additional
directors shall not at any time exceed one third of the number of
directors who held office at the expiration of the last annual
meeting of the Corporation, and in no event shall the total number
of directors exceed the maximum number of directors fixed pursuant
to paragraph 4 of the Articles of Continuance.
B-2
<PAGE> 26
ANNEXURE A
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING
TO THE COMMON SHARES WITHOUT PAR VALUE
The Common Shares shall have attaching thereto the following special rights and
restrictions:
1.1 The holders of the Common Shares shall be entitled to receive notice of and
to attend and vote at all meetings of the shareholders of the Corporation and
each Common Share shall confer the right to one vote in person or by proxy at
all meetings of the shareholders of the Corporation, other than meetings of the
holders of any other class of shares of the Corporation.
1.2 Subject to the rights of the holders of the Preferred Shares, the holders of
the Common Shares shall in each year, in the discretion of the Directors, be
entitled out of monies lawfully available for dividends to dividends in such
amounts as may be determined in the absolute discretion of the Directors from
time to time.
1.3 Subject to the rights of the holders of the Preferred Shares, in the event
of the liquidation, dissolution or winding-up of the Corporation whether
voluntary or involuntary, or any other distribution of the assets of the
Corporation among its shareholders for the purposes of winding up its affairs,
the remaining property and assets of the Corporation shall be distributed
rateably to the holders of the Common Shares.
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING
TO THE PREFERRED SHARES
The Preferred Shares shall have attached thereto the following special rights
and restrictions:
2.1 The Preferred Shares may, upon compliance with the applicable provisions of
the Business Corporations Act (Yukon Territory) (the "Corporations Act"), be
issued at any time and from time to time in one or more series.
2.2 The Directors may, by resolution duly passed before the issuance of
Preferred Shares of any series, alter the Articles to fix the number of
Preferred Shares in, and to determine the designation of the Preferred Shares of
each series and alter the Articles to create, define and attach special rights
and restrictions to the Preferred Shares of each series, subject to the special
rights and restrictions attached to all Preferred Shares and subject to the
provisions of the Corporations Act.
2.3 The Preferred Shares shall be entitled to preference over the Common Shares
of the Corporation with respect to the payment of dividends and may also be
given such other preferences not inconsistent herewith over the Common Shares of
the Corporation as may be determined by the Directors as to the series
authorized to be issued.
2.4 In the event of the liquidation, dissolution or winding-up of the
Corporation or any other distribution of assets of the Corporation among its
shareholders for the purpose of winding-up its affairs, the holders of the
Preferred Shares shall be entitled rateably to receive the amount paid up on
such shares before any amount shall be paid or any property or assets of the
Corporation distributed to the holders of the Common Shares.
B-3
<PAGE> 27
2.5 The Preferred Shares of each series shall rank on a parity with the
Preferred Shares of every other series with respect to priority in payment of
dividends and in the distribution of assets in the event of liquidation,
dissolution or winding-up of the Corporation whether voluntary or involuntary.
2.6 So long as any Preferred Shares are outstanding, the Corporation
shall not at any time without, in addition to any approval that may then be
prescribed by applicable law, the approval of the registered holders of the
Preferred Shares given in writing by the registered holders of all the issued
and outstanding Preferred Shares or given by a resolution passed at a meeting
called and conducted in accordance with subparagraph 2.8 hereof and carried by
the affirmative vote of not less than two-thirds of the votes cast at such
meeting, create or issue any shares ranking prior to the Preferred Shares with
respect to the payment of dividends or the distribution of assets in the event
of the liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, or in the event of any other distribution of assets of
the Corporation among its members for the purpose of winding up its affairs.
2.7 Except as otherwise provided with respect to any particular series of
Preferred Shares and except as otherwise required by law, the registered holders
of the Preferred Shares shall not be entitled as a class to receive notice of or
to attend or to vote at any meetings of the shareholders of the Corporation.
2.8 The rights, privileges, restrictions and conditions attached to the
Preferred Shares of the Corporation may be modified, abrogated, dealt with or
affected with the sanction of either the consent in writing signed by the
holders of all of the issued Preferred Shares, or a special resolution passed at
a special meeting of the holders of Preferred Shares who are present in person
or represented by proxy. To any such special meeting, all the provisions of the
by-laws of the Corporation relating in any manner to general meetings or to the
proceedings thereat, or to the rights of shareholders at or in connection
therewith, shall mutatis mutandis apply, but so that the necessary quorum shall
be two in number of the holders of Preferred Shares collectively holding or
representing by proxy 51% of the issued Preferred Shares, and that if at any
adjourned meeting a quorum is not present those holders of Preferred Shares who
are present shall be a quorum.
B-4
<PAGE> 28
SCHEDULE "C"
SECTION 207 OF THE COMPANY ACT (BRITISH COLUMBIA)
DISSENT PROCEDURE
207 (1) If,
(a) being entitled to give notice of dissent to a resolution as
provided in section 37, 103, 126, 222, 244, 249 or 289, a
member of a company (in this Act called a "dissenting member")
gives notice of dissent,
(b) the resolution referred to in paragraph (a) is passed, and
(c) the company or its liquidator proposes to act on the authority
of the resolution referred to in paragraph (a),
the company or the liquidator must first give to the
dissenting member notice of the intention to act and advise
the dissenting member of the rights of dissenting members
under this section.
(2) On receiving a notice of intention to act in accordance with
subsection (1), a dissenting member is entitled to require the
company to purchase all of the dissenting member's shares in respect
of which the notice of dissent was given.
(3) The dissenting member must exercise the right given by subsection
(2) by delivering to the registered office of the company, within 14
days after the company, or the liquidator, gives the notice of
intention to act,
(a) a notice that the dissenting member requires the company to
purchase all of the dissenting member's shares referred to in
subsection (2), and
(b) the share certificates representing all of those shares,
and on delivery of that notice and those share certificates, the
dissenting member is bound to sell those shares to the company and
the company is bound to purchase them.
(4) A dissenting member who has complied with subsection (3), the
company, or, if there has been an amalgamation, the amalgamated
company, may apply to the court, and the court may
(a) require the dissenting member to sell, and the company or the
amalgamated company to purchase, the shares in respect of
which the notice of dissent has been given,
(b) set the price and terms of the purchase and sale, or order
that the price and terms be established by arbitration, in
either case having due regard for the rights of creditors,
(c) join in the application any other dissenting member who has
complied with subsection (3), and
(d) make consequential orders and give directions it considers
appropriate.
C-1
<PAGE> 29
(5) The price that must be paid to a dissenting member for the shares
referred to in subsection (2) is their fair value as of the day
before the date on which the resolution referred to in subsection
(1) was passed, including any appreciation or depreciation in
anticipation of the vote on the resolution, and every dissenting
member who has complied with subsection (3) must be paid the same
price.
(6) The amalgamation or winding up of the company, or any change in its
capital, assets or liabilities resulting from the company acting on
the authority of the resolution referred to in subsection (1), shall
not affect the right of the dissenting member and the company under
this section or the price to be paid for the shares.
(7) Every dissenting member who has complied with subsection (3)
(a) may not vote, or exercise or assert any rights of a member, in
respect of the shares for which notice of dissent has been
given, other than under this section,
(b) may not withdraw the requirement to purchase the shares,
unless the company consents, and
(c) until the dissenting member is paid in full, may exercise and
assert all the rights of a creditor of the company.
(8) If the court determines that a person is not a dissenting member, or
is not otherwise entitled to the right provided by subsection (2),
the court may make the order, without prejudice to any acts or
proceedings that the company, its members, or any class of members
may have taken during the intervening period, may make the order it
considers appropriate to remove the limitations imposed on the
person by subsection (7).
(9) The relief provided by this section is not available if, subsequent
to giving notice of dissent, the dissenting member acts
inconsistently with the dissent, but a request to withdraw the
requirement to purchase the dissenting member's shares is not an act
inconsistent with the dissent.
(10) A notice of dissent ceases to be effective if the dissenting member
consents to or votes in favour of the resolution of the company to
which the dissent relates, unless the consent or vote is given
solely as a proxy holder for a person whose proxy required an
affirmative vote.
C-2
<PAGE> 1
EXHIBIT 99.2
VISTA GOLD CORP.
PROXY
EXTRAORDINARY GENERAL MEETING
December 17, 1997
THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY
The undersigned member ("shareholder") of Vista Gold Corp. (the "Company")
hereby appoints Michael B. Richings, or failing him, A. J. Ali, or failing
either of them _____________________________________________________________ as
proxyholder for and on behalf of the undersigned to attend, act and vote for and
on behalf of the undersigned at the extraordinary general meeting (the
"Meeting") of the shareholders of the Company to be held on Wednesday, December
17, 1997 and at any adjournments thereof to the same extent and with the same
powers as if the undersigned were present at the said meeting or any adjournment
thereof, and the persons named are specifically directed to vote as indicated
below.
I direct my proxy to vote as follows:
To approve the special resolution authorizing the continuation of the Company
under the Business Corporations Act (Yukon Territory) and approving the
articles of continuance for adoption by the Company, as set out in
Schedule "A" to the Management Information and Proxy Circular dated
November 13, 1997.
FOR [ ] AGAINST [ ]
EXECUTED on the day of , 1997.
---- -------------
Signature of Member(s)
---------------------------------------------------------
- -------------------------------------------------------------------------------
Name of Member(s)
(Please print clearly)
- -------------------------------------------------------------------------------
Address
- -------------------------------------------------------------------------------
City/Province
- -------------------------------------------------------------------------------
Number of Shares Held
NOTES TO PROXY
The common shares represented by this proxy will, on any poll, be voted as the
shareholder may have specified by marking an "X" in the spaces provided for
that purpose. IF NO CHOICE IS SPECIFIED, THE COMMON SHARES WILL BE VOTED AS
IF THE SHAREHOLDER HAD SPECIFIED AN AFFIRMATIVE VOTE.
THIS PROXY ALSO CONFERS A DISCRETIONARY AUTHORITY TO VOTE THE SHARES WITH
RESPECT TO:
A) AMENDMENTS OR VARIATIONS OF MATTERS IDENTIFIED IN THE NOTICE OF MEETING;
AND
B) OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING,
BUT ONLY IF MANAGEMENT HAS NOT BEEN MADE AWARE A REASONABLE TIME PRIOR TO THIS
SOLICITATION THAT THE AMENDMENTS, VARIATIONS OR OTHER MATTERS ARE TO BE
PRESENTED FOR ACTION AT THE MEETING.
IF THE SHAREHOLDER DOES NOT WISH TO APPOINT EITHER OF THE PERSONS NAMED IN THIS
PROXY, HE OR SHE SHOULD STRIKE OUT THEIR NAMES AND INSERT IN THE BLANK SPACE
PROVIDED THE NAME OF THE PERSON HE OR SHE WISHES TO ATTEND AND ACT AS HIS OR
HER PROXYHOLDER. SUCH OTHER PERSON NEED NOT BE A SHAREHOLDER OF THE COMPANY.
IF THE INSTRUCTIONS BY THE SHAREHOLDER ON THIS PROXY ARE CERTAIN, THE SHARES
REPRESENTED BY THE PROXY WILL BE VOTED ON ANY POLL IN ACCORDANCE WITH THE
SPECIFICATIONS SO MADE.
This proxy may not be valid unless it is dated and signed by the shareholder or
by his attorney duly authorized by him in writing, or, in the case of a
corporation, is executed under its corporate seal or by an officer or
officers or attorney for the corporation duly authorized. If this proxy is
executed by an attorney for an individual shareholder or joint shareholder or
by an officer or officers or the attorney of a corporate member not under its
corporate seal, the instrument so empowering the officer or officers or the
attorney, as the case may be, or a notarial copy thereof, should accompany
the proxy.
The proxy may not be used at the Meeting unless it is deposited at the office of
MONTREAL TRUST COMPANY OF CANADA at Montreal Trust Centre, Suite 410, 510
Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9, Attention:
Proxy Department, no later than 10:00 a.m. (Vancouver time) on Monday,
December 15, 1997 or not later than 48 hours (excluding Saturdays, Sundays
and holidays) before any adjournment of the Meeting. The Chairman of the
Meeting has the discretion to accept proxies filed subsequently.
<PAGE> 1
EXHIBIT 99.3
[LADNER DOWNS LETTERHEAD]
FILE NO: 36582/01050
BY FAX
Montreal Trust Company of Canada
510 Burrard Street
Vancouver, British Columbia
V6C 3B9
ATTENTION: MARINA REYES
Dear Sirs/Mesdames:
VISTA GOLD CORP.
- DECEMBER 1997 EXTRAORDINARY GENERAL MEETING
We are counsel to Vista Gold Corp. (the "Company"). On behalf of the
Company, we hereby notify you of the following meeting and record dates for an
extraordinary general meeting (the "Meeting") of the Company:
Meeting Date: December 17, 1997
Record Date: November 13, 1997
We will notify you of the location and time of the Meeting and provide
you with a copy of a draft Timetable for the Meeting as soon as possible.
AS DISCUSSED, WE CONFIRM OUR UNDERSTANDING THAT MONTREAL TRUST WILL
COMPLETE THE FILING OF THE INITIAL NOTIFICATION TO THE SECURITIES
ADMINISTRATORS, STOCK EXCHANGES AND CLEARING AGENCIES AS SOON AS POSSIBLE AND IN
ANY EVENT NO LATER THAN NOVEMBER 5, 1997. As you may be aware, the filing of
this notice less than 25 days before the record date is permitted by section 1
of Part XII of National Policy Statement No. 41, provided that there is a
minimum of 25 days between the time of mailing materials by intermediaries to
non-registered shareholders and the date of the Meeting. The draft Timetable
will be prepared to meet this requirement.
If you have any questions, please do not hesitate to contact the writer
at 640-4102.
Yours truly,
LADER DOWNS
/s/ Jason J. Brooks
------------------------------------------
(signed) Jason J. Brooks
