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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 February 17, 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.
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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: February 17, 1998 By: /s/ A. J. Ali
--------------------------------
A. J. Ali
Vice President of Finance
and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Description of Exhibit
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99.1 Press release dated February 12, 1998, stating that the Company announces US$1
million financing.
99.2 Certificate of Continuance and a copy of the members' resolutions with respect
to the recent continuance from the jurisdiction of the British Columbia Company
Act to the jurisdiction of the Yukon Business Corporations Act.
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EXHIBIT 99.1
VISTA ANNOUNCES US$1 MILLION FINANCING
DENVER, COLORADO, FEBRUARY 12, 1998 - Michael B. Richings, President and CEO of
Vista Gold Corp., announced today that Vista Gold Corp. and Repadre
International Corporation have agreed to a US$1.0 million transaction in which
Vista Gold will sell a net smelter return royalty on production from its
Amayapampa and Capa Circa properties to Repadre for US$500,000 with a concurrent
US$500,000 private placement of common shares to Repadre, subject to regulatory
approval.
The per share purchase price under the private placement will be the average of
US$0.25 and the average closing share price for the 20-day period prior to the
closing date of the private placement on the American Stock Exchange, subject to
a minimum price of US$0.25 per share and a maximum price of US$0.30 per share.
The royalty will be calculated at a rate of 2 percent of net smelter returns on
the first 425,000 ounces of gold produced and reducing to 1 percent thereafter.
Both the royalty and common share private placement are subject to completion of
due diligence, formal documentation and regulatory approval.
Mr. Richings said, "We are pleased to have the support of Repadre for our
Amayapampa and Capa Circa project in Bolivia. Their investment confirms our
belief in the economic viability of the project. The proceeds from the
transaction will be used for additional exploration, development and care and
maintenance at Amayapampa and Capa Circa."
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.
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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.
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EXHIBIT 99.2
NOTARIAL CERTIFICATE
I, JASON J. BROOKS, Notary Public in and for the Province of British
Columbia hereby certify that the annexed document is a true and exact copy of
the original of such document.
DATED at Vancouver, British Columbia, this 9th day of January, 1998.
/s/ JASON J. BROOKS
-------------------------------------
JASON J. BROOKS
Notary Public in and for the
Province of British Columbia
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[YUKON JUSTIC LOGO]
BUSINESS CORPORATIONS ACT
FORM 3
CERTIFICATE OF CONTINUANCE
VISTA GOLD CORP.
I hereby certify that the above-mentioned corporation was continued into Yukon,
as set out in the attached Articles of Continuance, under section 190 of the
Business Corporations Act.
[SEAL]
Corporate Access Number: 26273 /s/ M. RICHARD ROBERTS
Date of Continuance: 1997-12-17 -----------------------------
M. Richard Roberts
Registrar of Corporations
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CERTIFIED COPY OF RESOLUTIONS OF SHAREHOLDERS
I, William F. Sirett, Secretary of Vista Gold Corp. (the "Corporation")
hereby certify that the attached is a true copy of the resolutions duly passed
by the shareholders of the Corporation on December 17, 1997 and that the
resolutions have not been modified or rescinded and are in full force as at the
date hereof.
DATED as of the 17th day of December, 1997.
(Signed)WILLIAM F. SIRETT
--------------------------------
William F. Sirett
Secretary
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VISTA GOLD CORPS.
SHAREHOLDERS' RESOLUTIONS
"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."
