<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 January 12, 1998 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: January 12, 1998 By: /s/ A. J. Ali, CA
-------------------
A. J. Ali, CA
Vice President Finance and
Chief Financial Officer
<PAGE> 3
EXHIBIT INDEX
Exhibit Description of Exhibit
------- ----------------------
99.1 Cover Letter to Notice of Change in Share Capital
99.2 Notice of Change in Share Capital
99.3 Press Release dated January 12, 1998 announcing the
Company's Improved Cash Position Through Hedging
Liquidation
<PAGE> 1
EXHIBIT 99.1
January 9, 1998
The Toronto Stock Exchange
The Exchange Tower
2 First Canadian Place
Toronto, Ontario, Canada M5X 1J2
ATTENTION: JUDY WILLIAMS
COMPANY LISTINGS & REGULATIONS
By Facsimile: (416) 947-4547
Dear Sirs/Mesdames:
VISTA GOLD CORP.
NOTICE OF CHANGE IN SHARE CAPITAL
We are enclosing a Notice of Change in Share Capital for Vista Gold Corp. (the
"Company") for the period ending December 31, 1997 pursuant to section 637.1 of
the Toronto Stock Exchange Company Manual. This report is the first that the
Company has filed since November 30, 1996. We are aware that this report must be
filed more frequently and in the future we will file this report at the
occurrence of any change in the Company's share capital. During this period
(December 1, 1996 through December 31, 1997), the following grants, exercises
and cancellations of options ("Options") to purchase common shares in the
capital of the Company occurred:
1. Pursuant to the Company's stock option plan, Options to purchase a
total of 1,402,500 common shares (the "Optioned Shares") in the
capital of the Company were granted to officers and employees of
the Company (collectively, the "Optionees").
2. Options to acquire a total of 200,000 common shares in the capital
of the Company were exercised.
3. Pursuant to the Company's stock option plan, Options to acquire a
total of 905,000 common shares in the capital of the Company were
cancelled as the result of the termination of a director, an
officer and employees of the Company.
The Options granted vest in stages, with Options to acquire one quarter of the
Optioned Shares vesting at the date of the grant and thereafter, Options to
acquire an additional one quarter of the Optioned Shares vesting on each
subsequent anniversary of the date of grant until the third
<PAGE> 2
anniversary thereafter. We confirm that the Options granted are not assignable
and that the number of common shares reserved for issuance to any of the
Optionees pursuant to Options did not exceed five percent of the issued and
outstanding common shares of the Company at the time of the grant. Further
details regarding the above grants, exercises and cancellations are outlined in
the attached Notice of Change in Share Capital.
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
(303) 629-2450.
Yours truly,
VISTA GOLD CORP.
/s/ A. J. Ali
A. J. Ali
Vice President Finance and Chief Financial Officer
cc: (via SEDAR) the Securities Commissions in:
Alberta
British Columbia
Manitoba
New Brunswick
Newfoundland
Nova Scotia
Ontario
Prince Edward Island
Quebec
Saskatchewan
Yukon
American Stock Exchange
Attention: Douglas D. McKenney
Manager, Corporate Relations
86 Trinity Place
New York, New York 10006-1881
Fax: (212) 306-1488
U.S. Securities & Exchange Commission
Attention: William Tolbert
450 Fifth Street NW
Room 1004
Washington, D.C. 20549
Fax: (202) 942-9527
<PAGE> 1
EXHIBIT 99.2
VISTA GOLD CORP.
NOTICE OF CHANGE IN SHARE CAPITAL
Symbol: VGC
For the Period Ending: December 31, 1997
Date: January 9, 1998
Outstanding Stock Option Summary
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Opening Stock Balance (December 1, 1996): 2,640,000
Options Granted:
Date Name Position Expiry Date Price (C$) Number
---- ---- -------- ----------- ---------- ------
February 5, 1997 A.J. Ali Officer February 5, 2007 1.55 100,000
February 5, 1997 Warren Bates Employee February 5, 2007 1.55 50,000
February 5, 1997 David Collins Employee February 5, 2007 1.55 75,000
February 5, 1997 Lori Crosby-Reneau Employee February 5, 2007 1.55 10,000
February 5, 1997 Karla Kimrey Employee February 5, 2007 1.55 50,000
February 5, 1997 Ronald J.McGregor Officer February 5, 2007 1.55 100,000
February 5, 1997 Allan Moran Employee February 5, 2007 1.55 10,000
February 5, 1997 John Naisbitt Terminated February 5, 2007 1.55 50,000
February 5, 1997 Michael Richings Officer February 5, 2007 1.55 200,000
February 5, 1997 Roger Smith Employee February 5, 2007 1.55 10,000
November 10, 1997 A.J. Ali Officer November 9, 2007 0.37 80,000
November 10, 1997 Warren Bates Employee November 9, 2007 0.37 50,000
November 10, 1997 David Collins Employee November 9, 2007 0.37 50,000
November 10, 1997 Alain Cotnoir Employee November 9, 2007 0.37 25,000
November 10, 1997 Lori Crosby-Reneau Employee November 9, 2007 0.37 10,000
November 10, 1997 Curtis Edwards Employee November 9, 2007 0.37 10,000
November 10, 1997 Howard Harlan Employee November 9, 2007 0.37 35,000
November 10, 1997 Julia Harris Employee November 9, 2007 0.37 5,000
November 10, 1997 Julie Herbert Employee November 9, 2007 0.37 5,000
November 10, 1997 Karla Kimrey Employee November 9, 2007 0.37 35,000
November 10, 1997 Hank Lesinski Employee November 9, 2007 0.37 50,000
November 10, 1997 Connie Martinez Employee November 9, 2007 0.37 5,000
November 10, 1997 Ronald J. McGregor Officer November 9, 2007 0.37 80,000
November 10, 1997 Allan Moran Employee November 9, 2007 0.37 35,000
November 10, 1997 Luis Oviedo Employee November 9, 2007 0.37 35,000
November 10, 1997 Vanessa Piacentino Employee November 9, 2007 0.37 2,500
November 10, 1997 Michael Richings Officer November 9, 2007 0.37 200,000
November 10, 1997 Roger Smith Employee November 9, 2007 0.37 35,000
---------
Subtotal 1,402,500 1,402,500
=========
Options Exercised:
Date Name Date of Grant Exercise Price (C$) Number
---- ---- ------------- ------------------- ------
December 3, 1996 Stuart Angus Former Dir. September 13, 1996 1.50 100,000
May 15, 1997 Gordon Jang Employee September 14, 1996 1.20 100,000
---------
Subtotal 200,000 (200,000)
=========
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C> <C>
Options Cancelled:
Date Name Date of Grant Exercise Price (C$) Number
---- ---- ------------- ------------------- ------
September 30, 1997 Charles Bratland September 28, 1995 2.78 15,000
May 30, 1997 James Dunnett July 30, 1996 2.09 50,000
May 30, 1997 James Dunnett November 12, 1996 1.83 50,000
January 30, 1997 Nancy Larson April 27, 1994 2.78 10,000
January 30, 1997 Nancy Larson January 23, 1995 2.28 5,000
January 30, 1997 Nancy Larson May 6, 1996 2.51 10,000
March 13, 1997 Fred Leonard September 30, 1991 1.45 10,000
March 13, 1997 Fred Leonard July 30, 1996 2.09 15,000
January 30, 1997 Heather Miree April 27, 1994 2.78 5,000
January 30, 1997 Heather Miree January 23, 1995 2.28 10,000
August 15, 1997 Dennis Moore September 13, 1996 1.20 200,000
August 15, 1997 Dennis Moore September 14, 1996 1.20 200,000
May 15, 1997 John Naisbitt February 5, 1997 1.55 50,000
August 15, 1997 Michael Schuler September 14, 1996 1.20 200,000
February 13, 1997 Ted Wilton September 28, 1995 2.78 25,000
February 13, 1997 Ted Wilton December 12, 1995 2.25 50,000
---------
Subtotal 905,000 (905,000)
========= ----------
Closing Stock Option Balance (December 31, 1997): 2,937,500
==========
Shares Reserved for Issuance
Stock Option Plan 4,500,000
Additional Listing Under Plan NIL
Stock Options Exercised (420,000)
Warrants 4,577,099
----------
Closing Reserve Balanace (December 31, 1997): 8,657,099
==========
Issued Capital Summary
Opening Issued Capital Balance (December 1, 1996): 88,920,405
Share Purchase Plan Issuances N/A
Options Exercised 200,000
Warrants Exercised NIL
Private Placement 32,135
----------
Closing Issued Capital Balance (December 31, 1997): 89,152,540
==========
</TABLE>
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VISTA IMPROVES CASH POSITION THROUGH HEDGING LIQUIDATION
DENVER, COLORADO, JANUARY 12, 1998 - Vista Gold Corp. announced today that it
has taken steps to improve its cash flow in 1998 by approximately US$16.5
million. The improved cash flow has been accomplished by the liquidation of its
forward position in the gold market and temporary suspension of mining
activities at Hycroft.
The unwinding of the hedge positions covering approximately 200,000 ounces was
completed on January 8 generating $9.5 million. Commencing immediately, waste
rock stripping will be discontinued, and in May, ore mining will also be halted.
Gold recovery and processing will continue and production for 1998 is estimated
to be approximately 100,000 ounces at a cash cost of $155 per ounce. After May,
production will continue from inventoried ore, which will contain an estimated
60,000 recoverable ounces. To ensure a satisfactory 1998 cash margin, Vista has
hedged 90,000 ounces at a price of $282 per ounce. The mining equipment and
other physical facilities at the operation will be maintained on a standby
basis, ready for recommencement of mining operations at an appropriate gold
price.
The improved cash flow will be used to completely pay down the Hycroft project
debt of $13 million during 1998 and provide working capital, which will be used
for holding and continued development expenses at the Amayapampa/Capa Circa
project in Bolivia, exploration activities on the Guariche project in Venezuela,
and ongoing corporate expenses.
Gold production at Hycroft in 1997 was 117,379 ounces, a Company record. At year
end 1997, the Company estimated the proven and probable reserves at Hycroft to
be 25.2 million tons of ore at 0.02 ounces per ton containing 515,000 ounces of
gold.
Mike Richings, President and CEO, commented, "With gold prices at 18-year lows,
it was prudent to take the profit inherent in our gold futures contracts and
secure the Company's future. Furthermore, we are conserving the Company's gold
and financial resources and positioning Vista for the time when more favorable
gold prices prevail. It is unfortunate that the curtailed production at Hycroft
will result in staff reductions, as the Hycroft team has been so successful in
making the mine efficient--however, the unprecedented low prices have forced us
to take this action."
Previously, the Company had released information from the Amayapampa project
feasibility study in which capital costs for a 30,000-ounce-per-year gold
project were estimated at $20 million and at a cash operating cost of $155 per
ounce. Based on discussions with potential lenders, the Company expects to be
able to finance the project with favorable terms at a $325 per ounce gold price.
Amayapampa has proven and probable reserves of 9.8 million tons at 0.054 ounces
per ton containing 527,000 ounces of gold.
At the Guariche project in Venezuela, on which the Company has an exclusive
purchase option, work-to-date indicates an estimated 10.5 million tons at 0.07
ounces per ton in measured and indicated resources of approximately 700,000
ounces of gold.
Vista Gold Corp. is an international gold mining, development and exploration
company based in Denver, Colorado, with production from the Hycroft mine in
Nevada and development and exploration projects in South America.
---
The statements that are not historical facts are forward-looking statements
involving known and unknown risks and uncertainties that could cause actual
results to vary materially from the targeted results. Such risks and
uncertainties include those described in the Company's 20-F as amended.
For further information, please contact A. J. Ali, CFO and Vice President of
Finance, or Mike Richings, President and CEO, at (303) 629-2450 or (888)
629-2450.
