<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 May 4, 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: May 5, 1998 By: /s/ Roger L. Smith
------------------
Roger L. Smith
Vice President of Finance
<PAGE> 3
EXHIBIT INDEX
Exhibit Description of Exhibit
------- ----------------------
99.1 Press release dated May 4, 1998, stating that the Company sells
Tartan Lake assets.
<PAGE> 1
EXHIBIT 99.1
VISTA SELLS TARTAN LAKE ASSETS
Denver, Colorado, May 4, 1998, Vista Gold Corp. is pleased to announce that it
has signed an agreement with Claude Resources Inc. to sell the subsidiary that
owns the Tartan Lake gold mine assets near Flin Flon, Manitoba, for US$1.8
million. As part of the agreement, Claude will be assuming the responsibility
for reclamation on the property currently estimated to be Cdn$1 million. The
assets sold include a 440-ton-per-day mill, mining equipment, underground mine,
tailings pond, and 6,675 acres of mineral and land leases in the area.
The purchase price is payable in approximately 1.0 million shares of Claude
Resources common stock and the transaction is expected to close on May 7. The
Claude Resources shares will be subject to a 90-day resale restriction.
Zamora Gold Corp., 49% owned and managed by Vista Gold Corp., announced on April
30, 1998, that a letter agreement with Compania Minera Gribipe S.A. ("Gribipe")
was signed on April 24, 1998 concerning the purchase of various property
interests owned by Gribipe.
In this transaction, which is subject to regulatory and shareholder approval in
compliance with Ontario Securities Commission Policy 5.2, due diligence and
final documentation, Zamora Gold will be purchasing:
1. Gribipe's 48.33% interest in Mina Real and Mina Real 1 concessions, in
which the Company already holds a 50% interest, for 17.0 million common
shares of Zamora Gold at CDN$0.20 per share and 1,721,520 common share
purchase warrants exercisable at CDN$0.20 per warrant, thereby
consolidating ownership of the Mina Real concessions. Work done by the
Zamora Gold has shown that the Mina Real concessions host several
significant porphyry copper targets, and because of the expensive
nature of exploration and development of these targets, future work
will require significant investments probably from a major company; and
2. Gribipe's 75% interest in the Nambija 1 concession for 22.5 million
common shares at CDN$0.20 per share and 2,278,480 common share purchase
warrants exercisable at CDN$0.20 per warrant. This major concession,
which is adjacent to Mina Real and the "Nambija Condominios,"
represents a significant target for high-grade gold exploration. The
recently optioned Campanillas mill will, if the option is exercised, be
available to treat the gold ores that are located on the Nambija 1
concession and also ores that are located on the Campanillas concession
held by Zamora Gold.
The transaction is conditional on Gribipe and Vista Gold entering into a
shareholders agreement and the issuance to Vista Gold of 6.5 million shares of
Zamora Gold as consideration from the settlement of debts in the amount of
CDN$1.3 million owing by Zamora Gold to Vista Gold.
<PAGE> 2
After completing the private placements to Gribipe and Vista, Gribipe will own
57.6% and Vista will own 25.5% of the outstanding common shares of Zamora Gold.
The warrants will provide Gribipe with a mechanism to fund further exploration
and development of the major properties now under Zamora Gold's control. If the
warrants are exercised, Gribipe will hold 59.9% and Vista will hold 24.1% of the
outstanding common shares of Zamora Gold.
Zamora Gold has called its annual general meeting for May 29, 1998. The record
date for the meeting was April 24, 1998. An information circular for the meeting
will be mailed to the shareholders shortly.
After the acquisition, the major properties of Zamora Gold will include the Mina
Real, the Nambija 1 and the Campanillas concessions. In addition, Zamora Gold
will either directly or through purchase option agreements control other
properties in the Nambija area. Its strategy will be to proceed with the
purchase of the Campanillas mill and put it into production, processing gold
ores located on the three major properties. Cash flow from the operations will
be used to fund additional exploration and, at the same time, joint venture
opportunities will be pursued for the porphyry copper development on the Mina
Real properties.
Vista Gold Corp. is an international gold mining, development and exploration
company based in Denver, Colorado. Its holdings include the Hycroft mine in
Nevada, development projects in Bolivia and Venezuela, and exploration projects
in North and 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 Form 20-F as amended.
For further information please contact Michael B. Richings, President and CEO of
Vista Gold Corp. at (303) 629-2450.
