<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 April 9, 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: April 9, 1998 By: /s/ ROGER L. SMITH
----------------------------
Roger L. Smith
Vice President Finance
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
------- ----------------------
<S> <C>
1 Vista Gold Corp. Notice of Meeting and Management Information
and Proxy Circular for the Annual General Meeting to be held
on Monday, May 11, 1998.
2 Vista Gold Corp. 1997 Annual Report
</TABLE>
<PAGE> 1
EXHIBIT 1
================================================================================
VISTA GOLD CORP.
NOTICE OF MEETING
AND
MANAGEMENT INFORMATION
AND PROXY CIRCULAR
for the
Annual General Meeting
to be held on
Monday, May 11, 1998
================================================================================
<PAGE> 2
March 30, 1998
Dear Shareholder:
It is my pleasure to invite you to attend the Corporation's 1998
annual general meeting of shareholders. The meeting will be held on Monday,
May 11, 1998 at 9:30 a.m., Vancouver time, at Suite 1200, 200 Burrard Street,
Vancouver, British Columbia.
If you are unable to attend the meeting in person, please complete,
date, sign and return the enclosed form of proxy to ensure that your vote is
counted.
The Notice of Meeting, Management Information and Proxy Circular, and
proxy form for the annual general meeting are all enclosed. These documents
contain important information and I encourage you to read them carefully.
Yours truly,
(signed) MICHAEL B. RICHINGS
President and Chief Executive Officer
<PAGE> 3
VISTA GOLD CORP.
NOTICE OF MEETING
NOTICE IS HEREBY GIVEN THAT an annual general meeting (the "Meeting")
of the members ("shareholders") of Vista Gold Corp. (the "Corporation") will be
held at Suite 1200, 200 Burrard Street, Vancouver, British Columbia on Monday,
May 11, 1998, at 9:30 a.m., Vancouver time, for the following purposes:
1. to receive the annual report to the shareholders and the
consolidated financial statements of the Corporation together
with the auditor's report thereon for the fiscal year ended
December 31, 1997;
2. to elect directors to hold office until the next annual
general meeting;
3. to appoint Coopers & Lybrand, Chartered Accountants, as
auditor to hold office until the next annual general meeting
at a remuneration to be fixed by the directors;
4. to consider, and if thought appropriate, to pass an ordinary
resolution confirming By-Law No. 1 of the Corporation. The
full text of such ordinary resolution and the full text of
By-Law No. 1 are set out in Schedule "A" and Schedule "B",
respectively, to the attached Management Information and Proxy
Circular; and
5. to transact such other business as may properly come before
the Meeting or any adjournment or 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 reply
card for use by shareholders who wish to receive the Corporation's interim
financial statements.
If you are a registered shareholder of the Corporation and are unable
to attend the Meeting in person, please date and execute the accompanying form
of proxy for the Meeting and deposit it with Montreal Trust Company of Canada
at Montreal Trust Centre, 510 Burrard Street, Vancouver, British Columbia, V6C
3B9, Attention: Proxy Department, no later than 9:30 a.m., Vancouver time, on
Thursday, May 7, 1998, or no less than 48 hours (excluding Saturdays, Sundays
and holidays) before any adjournment of the Meeting.
If you are a non-registered shareholder of the Corporation and receive
these materials through your broker or through another intermediary, please
complete and return the materials in accordance with instructions provided to
you by your broker or such other intermediary.
This Notice of Meeting, the Management Information and Proxy Circular,
the form of proxy and notes thereto for the Meeting, and the reply card are
first being sent to shareholders of the Corporation on or about April 8, 1998.
DATED at Vancouver, British Columbia, this 30th day of March, 1998.
BY ORDER OF THE BOARD OF DIRECTORS
(signed) WILLIAM F. SIRETT
Secretary
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
LETTER TO SHAREHOLDERS
NOTICE OF MEETING
<S> <C>
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
Securities Entitled to Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Quorum and Percentage of Votes Necessary to Pass Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Particulars of Matters to be Acted Upon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Appointment of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Approval of By-Law No. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Mandate of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Composition of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Independent Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Board of Directors Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Decisions Requiring Prior Approval of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Recruitment of New Directors and Assessment of the Board of Directors' Performance . . . . . . . . . . . . . . . . 6
Expectations of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Long-Term Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Pension and Retirement Savings Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Termination of Employment, Change in Responsibilities and Employment Contracts . . . . . . . . . . . . . . . . . 11
Report of the Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Performance Graph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Indebtedness of Directors and Senior Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Interest of Management and Others in Material Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Management Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Interest of Certain Persons in Matters to be Acted Upon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Availability of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Board of Director Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SCHEDULE "A" - RESOLUTION APPROVING BY-LAW NO. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
SCHEDULE "B" - BY-LAW NO. 1 OF THE CORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
</TABLE>
- i -
<PAGE> 5
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 "CORPORATION") OF PROXIES TO BE VOTED AT THE ANNUAL
GENERAL MEETING (THE "MEETING") OF THE MEMBERS ("SHAREHOLDERS") OF THE
CORPORATION TO BE HELD AT SUITE 1200, 200 BURRARD STREET, VANCOUVER, BRITISH
COLUMBIA ON MONDAY, MAY 11, 1998, AT 9:30 A.M., VANCOUVER TIME, FOR THE
PURPOSES SET FORTH IN THE ACCOMPANYING NOTICE OF MEETING.
It is anticipated that this Information Circular and the accompanying
form of proxy will be first mailed to the shareholders of the Corporation on or
about April 8, 1998. Unless otherwise stated, the information contained in
this Information Circular is given as at March 30, 1998. The executive office
of the Corporation 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 Corporation is located at 200 - 204 Lambert Street,
Whitehorse, Yukon Territory, Canada, Y1A 3T2.
Advance notice of the Meeting was published in the Whitehorse Star,
The Province and The Toronto Star newspapers on March 30, 1998.
SOLICITATION OF PROXIES
The solicitation for 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 Corporation. THE CORPORATION 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 CORPORATION.
APPOINTMENT OF PROXYHOLDER
THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY FOR THE MEETING ARE
DIRECTORS OR OFFICERS OF THE CORPORATION AND ARE NOMINEES OF MANAGEMENT. A
SHAREHOLDER HAS THE RIGHT TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A
SHAREHOLDER, TO REPRESENT SUCH 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 ("COMMON SHARES") IN THE CAPITAL
OF THE CORPORATION REGISTERED IN THE NAME OF SUCH SHAREHOLDER SHALL BE VOTED,
THE PROXY SHALL BE VOTED IN FAVOUR OF SUCH MATTER OR MATTERS.
The instrument appointing a proxyholder must be in writing and signed
by the shareholder, or such shareholder's attorney authorized in writing, or if
the shareholder is a corporation, 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 Corporation's
registrar and transfer agent, Montreal Trust Company of Canada at Montreal
Trust Centre, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9,
Attention: Proxy Department before 9:30 a.m., Vancouver time, on Thursday, May
7, 1998, or no later than 48 hours (excluding Saturdays, Sundays and holidays)
before any adjournments thereof, unless the Chairman of the Meeting elects to
exercise his discretion to accept proxies received subsequently.
- 1 -
<PAGE> 6
REVOCATION OF PROXY
A shareholder may revoke a proxy by delivering an instrument in
writing executed by such 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 to the registered
office of the Corporation 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 other manner permitted by law.
VOTING OF PROXIES
A shareholder may direct the matter in which his or her Common Shares
are to be voted or withheld from voting 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 proxyholders named therein
with respect to amendments or variations of matters identified in the
accompanying Notice of Meeting and other matters not so identified which may
properly be brought before the Meeting. At the date of this Information
Circular, the management of the Corporation knows of no such amendments,
variations or other matters to come before the Meeting. If any other matter
comes before the Meeting, the persons named in the proxy will vote in
accordance with their judgment on such matter.
SECURITIES ENTITLED TO VOTE
The authorized share capital of the Corporation is divided into an
unlimited number of Common Shares, of which 89,152,540 Common Shares are issued
and outstanding and an unlimited number of preferred shares, none of which are
issued. The Board of Directors of the Corporation has fixed the close of
business on April 6, 1998 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 proxyholder.
- 2 -
<PAGE> 7
PRINCIPAL SHAREHOLDERS
To the knowledge of the directors and officers of the Corporation, as
of March 30, 1998, 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 Corporation.
QUORUM AND PERCENTAGE OF VOTES NECESSARY TO PASS RESOLUTIONS
Under the Corporation's Articles, the quorum for the transaction of
business at the Meeting consists of two shareholders, or two proxyholders
representing shareholders.
Approval of the ordinary resolution confirming By-Law No. 1 of the
Corporation requires a majority of more than 50% of the votes cast by the
holders of Common Shares who vote in person or by proxy in respect of such
resolution at the Meeting.
PARTICULARS OF MATTERS TO BE ACTED UPON
ELECTION OF DIRECTORS
The directors of the Corporation are elected at each annual general
meeting and hold office until the close of the next annual general meeting or
until their successors are duly elected or appointed. Management proposes to
nominate each of the following eight persons for election as a director of the
Corporation. Proxies cannot be voted for a greater number of persons than the
number of nominees named. IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THE
ENCLOSED FORM OF PROXY WILL BE VOTED FOR THE NOMINEES LISTED BELOW. All of the
proposed nominees are presently or were in 1997 directors of the Corporation.
Information concerning the eight nominees, as furnished by them
individually, is set forth below.
<TABLE>
<CAPTION>
NAME, RESIDENCE PRINCIPAL OCCUPATION, NUMBER OF
AND POSITION BUSINESS OR EMPLOYMENT (1) DIRECTOR SINCE SHARES HELD
----------------------------- ----------------------------------- ----------------- ------------
<S> <C> <C> <C>
ROSS J. BEATY (2) Geologist; Chairman of Pan American November 12, 1996 6,994,616
Vancouver, British Columbia Silver Corp., a mining company,
Vice Chairman and Director 1994 to present; prior thereto,
President of Equinox Resources
Ltd., a mining company.
WILLIAM CALHOUN (2) Mining engineer and geologist; May 1, 1995 Nil
Silverton, Idaho Chief Executive Officer of William
Director Calhoun, Inc., mining consultants.
</TABLE>
- 3 -
<PAGE> 8
<TABLE>
<CAPTION>
NAME, RESIDENCE PRINCIPAL OCCUPATION, NUMBER OF
AND POSITION BUSINESS OR EMPLOYMENT (1) DIRECTOR SINCE SHARES HELD
-------------------------- ---------------------------------- --------------- ------------
<S> <C> <C> <C>
C. THOMAS OGRYZLO (3) Mechanical engineer; President and March 8, 1996 Nil
Toronto, Ontario Chief Executive Officer of Triton
Director Mining Corporation, a mining
company, from August 1997 to
present; formerly Chairman of
Kilborn SNC-Lavalin Inc., an
engineering group; formerly,
President of the Kilborn Group of
Companies.
MICHAEL B. RICHINGS Mining engineer; formerly, May 1, 1995 79,967
Littleton, Colorado President of Atlas Corporation, a
Director mining company.
DAVID R. SINCLAIR (3) (4) Chartered Accountant; Corporate May 1, 1995 10,000
Nanoose Bay, British Columbia Director.
Chairman and Director
KEITH STEEVES (4) Self-employed business consultant; September 29, 1995 2,000
Richmond, British Columbia formerly, Senior Vice President,
Director Commercial of Teck Corporation, a
mining company.
ALAN G. THOMPSON (2) (3) (4) Businessman; President and Chief December 1, 1989 Nil
West Vancouver, British Columbia Executive Officer of A.G.T.
Director Financial Corporation, an
investment company.
PETER WALTON (4) Self-employed business consultant. May 24, 1989 Nil
West Vancouver, British Columbia
Director
</TABLE>
- ----------------------------------------
(1) Includes occupations for the five preceding years.
(2) Member of Corporate Governance Committee.
(3) Member of Compensation Committee.
(4) Member of Audit Committee.
The information as to the municipality of residence, principal
occupation and number of Common Shares owned by the nominees listed in the
above table is not within the knowledge of the management of the Corporation
and has been furnished by the individual appointees as at March 30, 1998.
APPOINTMENT OF AUDITORS
Unless otherwise instructed, the proxies given pursuant to this
solicitation will be voted for the re- appointment of Coopers & Lybrand,
Chartered Accountants, of Vancouver, British Columbia as the auditor of the
Corporation to hold office until the close of the next annual general meeting
of the Corporation or until a successor is appointed. It is proposed that the
remuneration to be paid to the
- 4 -
<PAGE> 9
auditor be fixed by the Board of Directors. Coopers & Lybrand were first
appointed the auditor of the Corporation on June 28, 1985.
CONFIRMATION OF BY-LAW NO. 1
On December 17, 1997, the Board of Directors of the Corporation
adopted By-Law No. 1 of the Corporation, the full text of which is set out in
Schedule "B" to this Information Circular. Under the provisions of the
Business Corporations Act of the Yukon Territory, the directors of the
Corporation are required to submit a by-law made by the directors to the
shareholders of the Corporation for approval at the next meeting of
shareholders.
Accordingly, at the Meeting, the shareholders will be asked to
consider and, if thought appropriate, to pass an ordinary resolution confirming
By-Law No. 1 of the Corporation, the full text of such ordinary resolution set
out in Schedule "A" to this Information Circular.
CORPORATE GOVERNANCE
MANDATE OF THE BOARD OF DIRECTORS
Pursuant to the Business Corporations Act of the Yukon Territory, the
Board of Directors is required to manage or supervise the management of the
affairs and business of the Corporation. The Board of Directors has adopted a
written mandate which defines its stewardship responsibilities in light of this
statutory obligation. The Board of Directors' principal responsibilities are
to supervise and evaluate management, to oversee the conduct of the business,
to set policies appropriate for the business and to approve corporate
strategies and goals. The mandate and responsibilities of the Board of
Directors are to be carried out in a manner consistent with the fundamental
objective of protecting and enhancing the value of the Corporation and
providing ongoing benefit to the shareholders.
COMPOSITION OF THE BOARD OF DIRECTORS
The present Board of Directors consists of eight directors, seven of
whom qualify as unrelated directors who are independent of management and free
from any interest or business relationship which could, or could be perceived
to, materially interfere with their ability to act in the best interest of the
Corporation. Michael B. Richings qualifies as a related director because of
his management position with the Corporation. Two directors, William Calhoun
and Peter Walton, have undertaken minor consulting work for the Corporation.
The Corporate Governance Committee of the Board of Directors has determined
that the nature of this work does not impair the ability of either director to
act with a view to the best interest of the Corporation and, accordingly, both
directors have been determined to be unrelated directors who are independent of
management.
The current composition of the Board of Directors is in compliance
with the guidelines for corporate governance adopted by The Toronto Stock
Exchange, which recommend that the board of directors of every corporation
should be constituted with a majority of individuals who qualify as unrelated
directors.
The Corporation does not have a significant shareholder with the
ability to exercise a majority of the votes for the election of the Board of
Directors.
- 5 -
<PAGE> 10
INDEPENDENT BOARD OF DIRECTORS
The Chairman of the Board of Directors is not a member of management
of the Corporation.
The Board of Directors believes that adequate structures and processes
are in place to facilitate the functioning of the Board of Directors
independently of the Corporation's management. The Audit Committee, the
Compensation Committee and the Corporate Governance Committee are entirely
composed of directors who are unrelated to the Corporation's management.
BOARD OF DIRECTORS COMMITTEES
The Board of Directors has established three committees, the Audit
Committee, the Compensation Committee and the Corporate Governance Committee.
Audit Committee
The Audit Committee is composed of four directors, David R. Sinclair,
Keith Steeves, Peter Walton and Alan G. Thompson, all of whom are unrelated
directors who are independent of management. The Audit Committee reviews
annual and quarterly financial statements and oversees the annual audit
process, internal accounting controls and the resolution of issues identified
by the Corporation's external auditor.
Compensation Committee
The Compensation Committee is comprised of three directors, David R.
Sinclair, Alan G. Thompson and C. Thomas Ogryzlo, all of whom are unrelated
directors who are independent of management. The Compensation Committee
reviews and makes recommendations to the Board of Directors in respect of the
compensation levels for the executive officers of the Corporation.
Corporate Governance Committee
The Corporate Governance Committee consists of three directors, Alan
G. Thompson, Ross J. Beaty and William Calhoun, all of whom are unrelated
directors who are independent of management of the Corporation. The Corporate
Governance Committee reviews the Corporation's governance activities and
policies and reviews proposed nominees for the Board of Directors prior to
approval by the Board of Directors.
DECISIONS REQUIRING PRIOR APPROVAL OF THE BOARD OF DIRECTORS
The Board of Directors has delegated the day to day management of the
business and affairs of the Corporation to the President and Chief Executive
Officer, subject to compliance with capital plans approved from time to time by
the Board of Directors.
RECRUITMENT OF NEW DIRECTORS AND ASSESSMENT OF THE BOARD OF DIRECTORS'
PERFORMANCE
The Corporate Governance Committee, which is required to meet at least
once each year, is required to identify, review the qualifications of and
recommend to the Board of Directors possible nominees for the Board of
Directors to be proposed in management's Information Circular for election or
re-election at each annual meeting of the Corporation and to identify, review
the qualifications of and recommend to the Board of Directors possible
candidates to fill vacancies on the Board of Directors between annual meetings.
- 6 -
<PAGE> 11
EXPECTATIONS OF MANAGEMENT
The Board of Directors expects management of the Corporation to
conduct the business and affairs of the Corporation in accordance with the
Corporation's ongoing strategic plan and to meet or surpass the annual and
long-term goals of the Corporation set by the Board of Directors in
consultation with management. As a part of its annual strategic planning
process, the Board of Directors specifies its expectations of management both
over the next financial year and in the context of the Corporation's long-term
goals. The Board of Directors will review management's progress in meeting
these expectations at Board of Directors' meetings held at least every quarter.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table contains a summary of the compensation paid to, or
earned by, the Corporation's current President and Chief Executive Officer, and
the executive officers of the Corporation who received in their capacity as
officers of the Corporation and any of its subsidiaries, in excess of
Cdn.$100,000 (collectively, the "Named Executive Officers") for each of the
Corporation's three most recently completed financial years ended December 31,
1997, 1996 and 1995. All currency figures under the heading "Summary
Compensation Table" are in United States dollars.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------------------- ----------------
NUMBER OF
ALL OTHER COMMON SHARES OTHER
COMPEN- UNDER OPTIONS ANNUAL
NAME AND SALARY BONUS SATION(3) GRANTED (2) COMPENSATION(1)
PRINCIPAL POSITION (U.S.$) (U.S.$) (U.S.$) (#) (U.S.$)
YEAR
----------------------- ------- -------- --------- --------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
MICHAEL B. RICHINGS(4) 1997 200,000 30,000 nil 400,000 4,750
President and 1996 200,000 22,419 nil 50,000 5,333
Chief Executive Officer 1995 154,363 30,000 nil 250,000 5,286
---------------------------------------------------------------------------------------------------------------
AMJAD J. ALI(5) 1997 130,000 19,500 nil 180,000 5,200
Vice President Finance 1996 130,000 4,767 nil nil 5,200
and Chief Financial 1995 95,343 9,534 nil 80,000 1,907
Officer
---------------------------------------------------------------------------------------------------------------
RONALD J. MCGREGOR(6) 1997 140,000 14,000 nil 180,000 4,750
Vice President 1996 70,000 nil nil 100,000 1,400
Operations and 1995 n/a n/a n/a n/a n/a
Development
</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 Corporation.
No stock appreciation rights ("SARs") are outstanding.
(3) Represents the Corporation's contribution under the Corporation's
Retirement Savings Plan, except where otherwise indicated. The
executive officers of the Corporation participate in this plan on the
same basis as all other employees of the Corporation. See "Pensions and
Retirement Savings Plans".
(4) Mr. Richings was appointed President and Chief Executive Officer of the
Corporation on June 1, 1995.
- 7 -
<PAGE> 12
(5) Mr. Ali became permanently employed by the Corporation in April 1993 and
was appointed Vice President Finance on May 12, 1993 and was appointed
Chief Financial Officer on December 13, 1995. Mr. Ali ceased to be Vice
President Finance and Chief Financial Officer of the Corporation on
March 6, 1998.
(6) Mr. McGregor became Vice President Mining and Project Development on
June 1, 1996.
The total aggregate cash remuneration paid or payable by the
Corporation and its subsidiaries during the financial year ended December 31,
1997 to the directors of the Corporation in their capacity as directors of the
Corporation and any of its subsidiaries, and to the officers of the Corporation
and any of its subsidiaries who received in their capacity as officers or
employees of the Corporation aggregate remuneration in excess of Cdn.$40,000,
was U.S.$158,404 and U.S.$740,879, respectively.
LONG-TERM INCENTIVE PLAN
The Corporation does not presently have a long-term incentive plan for
its Named Executive Officers.
STOCK OPTIONS
The Corporation has established a stock option plan (the "Stock Option
Plan") which provides for grants to directors, officers, employees and
consultants of the Corporation, 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 Corporation 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 Corporation. All options
are subject to the terms and conditions of an option agreement entered into by
the Corporation 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
Corporation 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 ten years from the date of grant.
Under the terms of the Stock Option Plan, directors who are not
full-time employees of the Corporation 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 Corporation,
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 Corporation, or its subsidiaries, or ceases to be a
consultant to the Corporation, 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
- 8 -
<PAGE> 13
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 a Participant. An Optionee has no
rights whatsoever as a shareholder in respect of unexercised options.
Stock Option Grants
A summary of stock options granted to the Named Executive Officers
under the Stock Option Plan during the financial year ended December 31, 1997
is set out in the table below. All stock options are for Common Shares of the
Corporation. 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.
OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL MARKET VALUE OF
NUMBER OF OPTIONS SECURITIES
SECURITIES GRANTED TO UNDERLYING OPTIONS
UNDER EMPLOYEES IN EXERCISE OR ON THE DATE OF
OPTION FINANCIAL YEAR BASE PRICE GRANT EXPIRATION
NAME (#) (%) (CDN.$/SECURITY) (CDN.$/SECURITY)(1) DATE
---------------------- ----------- -------------- ---------------- ------------------- ----------------
<S> <C> <C> <C> <C> <C>
MICHAEL B. RICHINGS 400,000 28.5 1.55 620,000 February 5, 2007
AMJAD J. ALI 100,000 7.1 1.55 155,000 February 5, 2007
80,000 5.7 0.37 29,600 November 9, 2007
RONALD J. MCGREGOR 100,000 7.1 1.55 155,000 February 5, 2007
80,000 5.7 0.37 29,600 November 9, 2007
</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.
The reported high and low trading prices of the Corporation's Common
Shares on The Toronto Stock Exchange and the American Stock Exchange for the 30
days prior to the date of the grants of the options referred to above are set
out in the table below.
<TABLE>
<CAPTION>
THE TORONTO STOCK EXCHANGE AMERICAN STOCK EXCHANGE
--------------------------- -----------------------------
HIGH LOW HIGH LOW
-------- -------- ------------ -------------
<S> <C> <C> <C> <C>
January 4 to February 4, 1997 $1.50 $0.85 U.S.$1.38 U.S.$1.13
October 8 to November 8, 1997 $0.65 $0.37 U.S.$0.50 U.S.$0.25
</TABLE>
Aggregated Option Exercises and Value of Unexercised Options
A summary of the exercise of options by the Named Executive Officers
during the financial year ended December 31, 1997 and the value at December 31,
1997 of unexercised in-the-money options held by the Named Executive Officers
issued out in the table below. No SARs are outstanding. All currency figures
under the heading "Aggregated Option Exercises and Value of Unexercised
Options" are in Canadian dollars.
- 9 -
<PAGE> 14
AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
AND FINANCIAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
IN-THE-MONEY OPTIONS
UNEXERCISED OPTIONS AT AT FINANCIAL
SECURITIES FINANCIAL YEAR-END YEAR-END
ACQUIRED AGGREGATE EXERCISABLE/ EXERCISABLE/
ON EXERCISE VALUE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
NAME (#) (CDN.$) (#) (CDN.$)
------------------------ ------------ --------------- ------------------- ------------------
<S> <C> <C> <C> <C>
MICHAEL B. RICHINGS nil nil 312,500/387,500 nil/nil
AMJAD J. ALI nil nil 125,000/155,000 nil/nil
RONALD J. MCGREGOR nil nil 95,000/185,000 nil/nil
</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
$0.33.
None of the options held by the Named Executive Officers were repriced
downward during the financial year ended December 31, 1997.
PENSION AND RETIREMENT SAVINGS PLANS
The Corporation 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 Corporation makes contributions of up to 4% of eligible
employees' salaries.
The Corporation also sponsors a retirement savings plan which is
available to permanent Canadian-based employees. Under the terms of this plan,
the Corporation 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>
CORPORATION'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
- 10 -
<PAGE> 15
from his or her RRSP, the employee ceases to qualify for contributions by the
Corporation for a period of two years.
TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND EMPLOYMENT CONTRACTS
All of the Named Executive Officers of the Corporation 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 Corporation 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
Corporation's incentive policy, may be terminated by the Corporation or the
Named Executive Officer upon 30 days written notice, and provide for severance
benefits described below.
The contract between the Corporation 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
Corporation 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 Corporation. 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 Corporation 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.
As at March 30, 1998, the Corporation has arrangements with two 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 payable to the two
Named Executive Officers under this arrangement is U.S.$322,415 and the amount
payable to each Named Executive Officer is as follows:
<TABLE>
<CAPTION>
COMPENSATION
NAME PAYABLE
------------------- ------------
<S> <C>
Michael B. Richings U.S.$182,415
Ronald J. McGregor U.S.$140,000
</TABLE>
The third Named Executive Officer, Amjad J. Ali, ceased to be the Vice
President Finance and Chief Financial Officer of the Corporation effective March
6, 1998. Mr. Ali received a severance payment upon termination of his employment
of U.S.$30,000.
Other than as described above, the Corporation 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 Corporation or
in the event of a change in responsibilities following a change of control.
- 11 -
<PAGE> 16
REPORT OF THE COMPENSATION COMMITTEE
Composition of the Compensation Committee
The Corporation 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 Corporation 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 Corporation 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 1997, the compensation committee met once.
The Corporation'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 Corporation'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 Corporation and its shareholders, overall financial
and operating performance of the Corporation and the committee's assessment of
each executive's individual performance and contribution toward meeting
corporate objectives. Superior performance is recognized through the
Corporation'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 compensation range for executives
normally moves annually to reflect external factors such as inflation.
The Corporation'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 Corporation. All
executive officers and management personnel participate in this policy, except
the President and Chief Executive Officer. By contract, he 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 1997, incentive payment totalling U.S.$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 Corporation and enhancement of shareholders' wealth through, for example,
improvements in net earnings and share price increments. In
- 12 -
<PAGE> 17
the past the Corporation 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 Corporation'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 ten 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
- 13 -
<PAGE> 18
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the
Corporation'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:
[GRAPH]
COMPENSATION OF DIRECTORS
During the financial year ended December 31, 1997, directors of the
Corporation received a fee of Cdn.$12,000 per annum payable monthly in equal
installments, plus a fee of Cdn.$600 per meeting of the Board of Directors or
any committee thereof (Cdn.$500 for telephone meetings). On December 30, 1997,
the Board of Directors resolved to waive the annual fee effective January 1,
1998 until such time as the directors determine otherwise. The Chairman of the
Board of Directors received an additional fee of Cdn.$36,000 per annum but did
not receive fees for meetings of committees of the Board of Directors. The
Corporation 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 Corporation for committee participation or special
assignments.
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
None of the directors or senior officers of the Corporation, nor any
individual who was at any time during the most recently completed financial year
a director or senior officer of the Corporation, or any associates or affiliates
of the foregoing persons is indebted to the Corporation.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
No proposed nominee for election as director, no director or senior
officer of the Corporation who has served in such capacity since the beginning
of the last financial year, no person that has direct or indirect beneficial
ownership of more than 10% of the issued Common Shares of the Corporation, and
no associate or affiliate of any such person, had any material interest,
directly or indirectly, in any transaction within the past three years, or in
any proposed transaction, which has affected or would materially affect the
Corporation or any of its subsidiaries.
- 14 -
<PAGE> 19
MANAGEMENT CONTRACTS
There are no management functions of the Corporation which are to any
substantial degree performed by persons other than the directors or senior
officers of the Corporation.
INTEREST 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 Corporation at any time since the beginning of the last financial
year or any proposed nominee for election as director, nor any associate or
affiliate of such person, has an interest in the matters to be acted upon at the
Meeting.
OTHER MATTERS
Management of the Corporation 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.
AVAILABILITY OF DOCUMENTS
The Corporation will provide to any person or corporation, upon
request, one copy of any of the following documents:
(a) the Corporation's latest Form 20-F or annual information form,
together with any document, or the pertinent pages of any
document, incorporated therein by reference;
(b) the comparative financial statements of the Corporation for the
Corporation's most recently completed financial year in respect of
which such financial statements have been issued, together with
the report of the auditors thereon, and any interim financial
statements of the Corporation subsequent to the financial
statements for the Corporation's most recently completed financial
year; and
(c) the information circular of the Corporation in respect of the most
recent annual meeting of shareholders of the Corporation which
involved the election of directors.
Copies of the above documents will be provided, upon request to the
Secretary of the Corporation at 1200 Waterfront Centre, 200 Burrard Street,
Vancouver, British Columbia, Canada, V7X 1T2, free of charge to shareholders of
the Corporation. The Corporation may require the payment of a reasonable charge
from any person or corporation who is not a shareholder of the Corporation and
who requests a copy of any such document.
- 15 -
<PAGE> 20
BOARD OF DIRECTOR APPROVAL
The undersigned hereby certifies that the contents and sending of this
Information Circular to the shareholders of the Corporation have been approved
by the Board of Directors.
DATED at Vancouver, British Columbia, this 30th day of March, 1998.
BY ORDER OF THE BOARD OF DIRECTORS
(signed) WILLIAM F. SIRETT
Secretary
- 16 -
<PAGE> 21
SCHEDULE "A"
- RESOLUTION APPROVING BY-LAW NO. 1 -
BE IT RESOLVED as an Ordinary Resolution that:
1. By-Law No. 1, in substantially the form attached as Schedule "B" to
the Management Information and Proxy Circular accompanying the notice
of this annual general meeting, is hereby confirmed in all respects;
and
2. any director or officer of the Corporation is authorized to do acts
and things, to execute under the common seal of the Corporation or
otherwise and to deliver all agreements, documents and instruments, to
give all notices and to deliver, file and distribute all documents and
information which such director or officer determines to be necessary
or desirable in connection with, or to give effect to or carry out,
the foregoing resolution.
A-1
<PAGE> 22
SCHEDULE "B"
- BY-LAW NO. 1 OF THE CORPORATION -
VISTA GOLD CORP.
BY-LAW NO. 1
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
1. INTERPRETATION.......................................................2
2. BUSINESS OF THE CORPORATION..........................................3
3. BORROWING AND SECURITIES.............................................4
4. DIRECTORS............................................................4
5. COMMITTEES...........................................................7
6. OFFICERS.............................................................8
7. PROTECTION OF DIRECTORS, OFFICERS AND OTHERS........................10
8. SHARES..............................................................10
9. DIVIDENDS AND RIGHTS................................................13
10. MEETINGS OF SHAREHOLDERS............................................13
11. DIVISIONS AND DEPARTMENTS...........................................18
12. NOTICES.............................................................18
</TABLE>
B-1
<PAGE> 23
BE IT ENACTED as a By-Law of the Corporation as follows:
1. INTERPRETATION
1.1 DEFINITIONS - In the By-Laws of the Corporation, unless the context
otherwise requires:
"ACT" means the Business Corporations Act, R.S.Y. 1986, c.15, and any statute
that may be substituted therefore, as from time to time amended; marginal
references to sections of the Act herein are not made for the purpose of
modifying or affecting the meaning of any provision of this By-Law in any way
but are inserted only for the purpose of directing attention to provisions of
the Act which may be regarded as relevant;
"APPOINT" includes "elect" and vice versa;
"ARTICLES" means the Articles attached to the Certificate of Continuance dated
the 17th day of December, 1997 of the Corporation as from time to time amended
or restated;
"BOARD" means the Board of Directors of the Corporation;
"BY-LAWS" means this By-Law and all other By-Laws of the Corporation from time
to time in force and effect relating to the transaction of business and affairs
of the Corporation in addition hereto, in amendment hereof, or in substitution
for all or any part of this By-Law;
"CORPORATION" means the corporation incorporated by Certificate of Continuance
under the Act and named: VISTA GOLD CORP.
"MEETING OF SHAREHOLDERS" includes an annual Meeting of Shareholders and a
Special Meeting of Shareholders;
"NON-BUSINESS DAY" means Saturday, Sunday and any other day that is a holiday as
defined in the Interpretation Act (Canada), or the Interpretation Act (Yukon);
"OFFICERS" has the meaning set out in Section 6.1;
"PROHIBITED CORPORATE SHAREHOLDER" means a corporation prohibited from holding
shares in itself or its holding body corporate or a subsidiary corporation
prohibited from holding shares in its parent corporation pursuant to the Act and
not exempted from such prohibited shareholdings by virtue of the Act;
"RECORDED ADDRESS" means in the case of a shareholder his address as recorded in
the securities register; and in the case of joint shareholders the address
appearing in the securities register in respect of such joint holdings
determined under Section 8.9; and in the case of a director, Officer, auditor or
member of a committee of directors, his latest address as recorded in the
records of the Corporation;
"SPECIAL MEETING OF SHAREHOLDERS" includes both a meeting of any class or
classes acting separately from any other class or classes and also a meeting,
other than an annual meeting, of all shareholders entitled to vote at any annual
Meeting of Shareholders.
Except as noted above, words and expressions defined in the Act have the same
meaning when used herein; words importing the singular number include the plural
and vice versa; words importing gender
B-2
<PAGE> 24
include the masculine, feminine and neuter genders; and words importing persons
include individuals, bodies corporate, partnerships, trusts and unincorporated
organizations.
2. BUSINESS OF THE CORPORATION
2.1 REGISTERED OFFICE - Until changed in accordance with the Act, the registered
office of the Corporation shall be at the City of Whitehorse, in the Yukon
Territory, and at such location therein as the Board may from time to time
determine.
2.2 CORPORATE SEAL - Until changed by the Board, the corporate seal of the
Corporation and any facsimiles thereof adopted by the Board for use in
jurisdictions outside the Yukon Territory shall be in the form approved by the
directors.
2.3 FINANCIAL YEAR - The financial year of the Corporation shall end on the day
in each year that is established by the Board.
2.4 EXECUTION OF INSTRUMENTS - Deeds, transfers, assignments, contracts,
obligations, certificates and other instruments required by law or otherwise by
these By-Laws or any resolution of the Board or shareholders of the Corporation
to be executed under corporate seal may be signed on behalf of the Corporation
by any one or more persons each of which is either a director of the Corporation
or a person who holds the office of Chief Executive Officer, Chairman of the
Board, Vice-Chairman of the Board, President, Vice-President, Secretary,
Assistant Secretary, or any other office created by by-law or by resolution of
the Board. However, notwithstanding the foregoing, the Board may from time to
time direct the manner in which and the person or persons by whom any particular
instrument or class of instruments may or shall be signed or sealed. Any signing
Officer may affix the corporate seal to any instrument requiring the same.
2.5 BANKING ARRANGEMENTS - The banking business of the Corporation including,
without limitation, the borrowing of money and the giving of security therefore,
shall be transacted with such banks, trust companies or other bodies corporate
or organizations as may from time to time be designated by or under the
authority of the Board. Such banking business or any part thereof shall be
transacted under such agreements, instructions and delegations of powers as the
Board may from time to time by resolution prescribe or authorize.
2.6 VOTING RIGHTS IN OTHER BODIES CORPORATE - The signing Officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting rights
attaching to any securities held by the Corporation. Such instruments,
certificates or other evidence shall be in favour of such person or persons as
may be determined by the Officers executing such proxies or arranging for the
issuance of voting certificates or such other evidence of the right to exercise
such voting rights. In addition, the Board may from time to time direct the
manner in which and the person or persons by whom any particular voting rights
or class of voting rights may or shall be exercised.
2.7 WITHHOLDING INFORMATION FROM SHAREHOLDERS - Subject to the provisions of the
Act, no shareholder shall be entitled to discovery of any information respecting
any details or conduct of the Corporation's business which, in the opinion of
the Board, it would be inexpedient in the interests of the shareholders or the
Corporation to communicate to the public. The Board may from time to time
determine whether and to what extent and at what time and place and under what
conditions or regulations the accounts, records and documents of the Corporation
or any of them shall be open to the
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inspection of shareholders and no
shareholder shall have any right of inspecting any account, record or document
of the Corporation except as conferred by the Act or authorized by the Board or
by resolution passed at a general Meeting of Shareholders.
3. BORROWING AND SECURITIES
3.1 BORROWING POWER - Without limiting the borrowing powers of the Corporation
as set forth in the Act, the Board is authorized from time to time:
(a) to borrow money upon the credit of the Corporation in such amounts and
on such terms as may be deemed expedient by obtaining loans or
advances or by way of overdraft or otherwise;
(b) to issue, re-issue, sell or pledge bonds, debentures, notes or other
evidence of indebtedness or guarantees of the Corporation, whether
secured or unsecured for such sums and at such prices as may be deemed
expedient;
(c) subject to the Act, to issue guarantees on behalf of the Corporation
to secure the performance of the obligations of any person; and
(d) to charge, mortgage, hypothecate, pledge or otherwise create a
security interest in all or any currently owned or subsequently
acquired real or personal, movable or immovable, property and
undertaking of the Corporation, including book debts, rights, powers
and franchises for the purpose of securing any such bonds, debentures,
notes or other evidences of indebtedness or guarantee or any other
present or future indebtedness or liability of the Corporation.
Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.
3.2 DELEGATION OF BORROWING POWER - The Board may from time to time delegate to
such one or more of the directors and Officers of the Corporation as may be
designated by the Board all or any of the powers conferred on the Board by
Section 3.1 to such extent and in such manner as the Board shall determine at
the time of each such delegation.
4. DIRECTORS
4.1 NUMBER OF DIRECTORS AND QUORUM - Until changed in accordance with the Act,
the Board shall consist of not fewer than three (3) and not more than eight (8)
directors. Subject to Section 4.7, the Articles and the Act, the quorum for the
transaction of business at any meeting of the Board shall consist of a majority
of the directors or such lesser number of directors as the Board may from time
to time determine.
4.2 QUALIFICATION - No person shall be qualified for election as a director if
he is less than nineteen (19) years of age; if he is of unsound mind and has
been so found by a Court in Canada or elsewhere; if he is not an individual; or
if he has the status of a bankrupt. A director need not be a shareholder.
4.3 ELECTION AND TERM - Each director named in the Notice of Directors filed at
the time of continuance shall hold office from the date of the Certificate of
Continuance until the first Meeting of
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Shareholders thereafter. An election of directors shall take place at such first
Meeting of Shareholders and at each annual Meeting of Shareholders thereafter
and all the directors then in office shall retire but, if qualified, shall be
eligible for re-election. A director shall retain office only until the election
of his successor. The number of directors to be elected at any such meeting
shall be the number of directors then in office unless the directors or the
shareholders otherwise determine. The election shall be by ordinary resolution
of the shareholders. If an election of directors is not held at the proper time,
the incumbent directors shall continue in office until their successors are
elected.
4.4 REMOVAL OF DIRECTORS - Subject to the provisions of the Act, the
shareholders may by ordinary resolution passed at a special meeting remove any
director from office and the vacancy created by such removal may be filled at
the same meeting failing which it may be filled by the directors.
4.5 VACATION OF OFFICE - A director ceases to hold office when: he dies; he is
removed from office by the shareholders; he ceases to be qualified for election
as a director; or his written resignation is sent or delivered to the
Corporation, or if a time is specified in such resignation, at the time so
specified, whichever is later.
4.6 VACANCIES - Subject to the Act and the Articles, a quorum of the Board may
fill a vacancy in the Board, except a vacancy resulting from an increase in the
minimum number of directors or from a failure of the shareholders to elect the
minimum number of directors. In the absence of a quorum of the Board, or if the
vacancy has arisen from a failure of the shareholders to elect the minimum
number of directors the Board shall forthwith call a special meeting of the
shareholders to fill the vacancy. If the Board fails to call such meeting or if
there are no such directors then in office, any shareholder may call the
meeting.
4.7 ACTION BY THE BOARD - The Board shall manage the business and affairs of
the Corporation. The powers of the Board may be exercised by resolution passed
at a meeting at which a quorum is present or by resolution in writing, whether
by document, telegram, telecopy or any method of transmitting legibly recorded
messages or other means, signed by all the directors entitled to vote on that
resolution at a meeting of the Board and any resolution in writing so signed
shall be as valid as if it had been passed at a meeting of directors or a
committee of directors and shall be held to relate to any date therein stated
to be the effective date thereof, and a copy of every such resolution in
writing shall be kept with the minutes of the proceedings of directors or
committee of directors. Where there is a vacancy in the Board, the remaining
directors may exercise all the powers of the Board so long as a quorum remains
in office. Where the Corporation has only one director, that director may
constitute a meeting. An act of a director is valid notwithstanding any
irregularity in his election or appointment or a defect in his qualifications.
4.8 MEETINGS BY TELEPHONE - If all of the directors consent, a director may
participate in a meeting of the Board or of a committee of directors by means of
such telephone or other communications facilities as permit all persons
participating in the meeting to hear each other, and a director participating in
such a meeting by such means is deemed to be present at the meeting. Any such
consent shall be effective whether given before or after the meeting to which it
relates and may be given with respect to all meetings of the Board and of
committees of directors held while a director holds office.
4.9 PLACE OF MEETING - Meetings of the Board may be held at any place in or
outside Canada.
4.10 CALLING OF MEETINGS - Meetings of the Board shall be held from time to time
and at such place as the Board may determine. In addition, each of the Chairman
of the Board, the Vice-Chairman of the Board, the President or any two directors
may convene or direct the convening of a meeting of the Board.
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4.11 NOTICE OF MEETING - Except as otherwise provided in Section 4.12, notice of
the time and place of each meeting of the Board shall be given in the manner
provided in Section 12.1 to each director not less than forty-eight (48) hours
before the time when the meeting is to be held, unless a director gives notice
to the Secretary in the manner provided in Section 12.1 within such forty-eight
(48) hour period that he wishes the directors to be physically present at such
meeting, in which case notice shall be given in the manner provided in Section
12.1 to each director not less than seven (7) days before the time when the
meeting is to be held. A notice of a meeting of directors need not specify the
purpose of or the business to be transacted at the meeting except where Section
115(3) of the Act requires such purpose or business to be specified, including
any proposal to:
(a) submit to the shareholders any question or matter requiring approval
of the shareholders;
(b) fill a vacancy among the directors or in the office of auditor;
(c) issue securities;
(d) declare dividends;
(e) purchase, redeem, or otherwise acquire shares of the Corporation;
(f) pay a commission for the sale of shares;
(g) approve a management proxy circular;
(h) approve any annual financial statements; or
(i) adopt, amend or repeal By-Laws.
A director may in any manner waive notice of or otherwise consent to a meeting
of the Board either before or after the convening of the meeting.
4.12 REGULAR MEETINGS - The Board may by resolution appoint a day or days in any
month or months for regular meetings of the Board at a place and hour to be
named in the resolution. No notice shall be required for any such regular
meeting.
4.13 FIRST MEETING OF NEW BOARD - Provided a quorum of directors is present,
each newly elected Board may without notice hold its first meeting immediately
following the Meeting of Shareholders at which such Board or portion thereof is
elected.
4.14 ADJOURNED MEETING - Notice of an adjourned meeting of the Board is not
required if the time and place of the adjourned meeting is announced at the
original meeting.
4.15 CHAIRMAN - The Chairman of any meeting of the Board shall be the first
mentioned of such of the following Officers as have been appointed and who is a
director and is present at the meeting: Chairman of the Board, Vice-Chairman of
the Board, Chief Executive Officer, President, or a Vice-President who is a
director. If no such Officer is present, the directors present shall choose one
of their number to be Chairman.
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4.16 VOTES TO GOVERN - At all meetings of the Board every question shall be
decided by a majority of the votes cast on the question. In cases of an equality
of votes the Chairman of the meeting shall not be entitled to a second or
casting vote.
4.17 CONFLICT OF INTEREST - A director or Officer who is a party to, or who is a
director or Officer of or has a material interest in any person who is a party
to, a material contract or proposed material contract with the Corporation shall
disclose the nature and extent of his interest at the time and in the manner
provided by the Act. Any such contract or proposed contract shall be referred to
the Board or shareholders for approval even if such contract is one that in the
ordinary course of the Corporation's business would not require approval by the
Board or shareholders, and a director interested in a contract so referred to
the Board shall not vote on any resolution to approve the same except as
provided by the Act.
4.18 REMUNERATION AND EXPENSES - The directors shall be paid such remuneration
for their services as the Board may from time to time determine. The directors
shall also be entitled to be reimbursed for travelling and other expenses
properly incurred by them in attending meetings of the Board or any committee
thereof. Nothing herein contained shall preclude any director from serving the
Corporation in any other capacity and receiving remuneration therefore.
5. COMMITTEES
5.1 COMMITTEE OF DIRECTORS
(a) The Board may appoint one or more committees of directors, however
designated, and delegate to each such committee any of the powers of
the Board except those which, under the Act, a committee of directors
has no authority to exercise.
(b) The directors may by resolution appoint an Executive Committee to
consist of such member or members of their body as they think fit,
which committee shall have, and may exercise during the intervals
between the meetings of the Board, all the powers vested in the Board
except the power to fill vacancies in the Board, the power to change
the membership of, or fill vacancies in, said committee or any other
committee of the Board and such other powers, if any, as may be
specified in the resolution. The said committee shall keep regular
minutes of its transactions and shall cause them to be recorded in
books kept for that purpose, and shall report the same to the Board
of Directors at such times as the Board of Directors may from time to
time require. The Board shall have the power at any time to revoke or
override the authority given to or acts done by the Executive
committee except as to acts done before such revocation or overriding
and to terminate the appointment or change the membership of such
committee and to fill vacancies in it. The Executive Committee may
make rules for the conduct of its business and may appoint such
assistants as it may deem necessary. A majority of the members of
said committee shall constitute a quorum thereof.
(c) The directors may from time to time by resolution constitute,
dissolve or reconstitute standing committees and other committees
consisting of such persons as the Board may determine. Every
committee constituted by the Board shall have the powers, authorities
and discretions delegated to it by the Board (which shall not include
the power to fill vacancies in the Board and the power to change the
membership of or fill vacancies in any committee constituted by the
Board or the power to appoint or remove Officers
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appointed by the Board) and shall conform to the regulations which
may from time to time be imposed upon it by the Board.
(d) The Executive Committee and any other committee may meet and adjourn
as it thinks proper. Questions arising at any meeting shall be
determined by a majority of votes of the members of the committee
present, and in case of an equality of votes the Chairman shall have
a second or casting vote. A resolution approved in writing by all the
members of the Executive Committee or any other committee shall be as
valid and effective as if it had been passed at a meeting of such
committee duly called and constituted. Such resolution may be in two
or more counterparts which together shall be deemed to constitute one
resolution in writing. Such resolution shall be filed with the
minutes of the proceedings of the committee and shall be effective on
the date stated thereon or on the latest date stated in any
counterpart.
5.2 TRANSACTION OF BUSINESS - Subject to the provisions of Section 4.7, the
powers of a committee of directors may be exercised by a meeting at which a
quorum is present or by resolution in writing signed by all the members of such
committee who would have been entitled to vote on that resolution at a meeting
of the committee. Meetings of such committee may be held at any place in or
outside Canada.
5.3 AUDIT COMMITTEE - When required by the Act the Board shall, and at any other
time the Board may, elect annually from among its number an audit committee to
be composed of not fewer than three (3) directors of whom a majority shall not
be Officers or employees of the Corporation or its affiliates. The audit
committee shall have the powers and duties provided in the Act.
5.4 PROCEDURE - Unless otherwise determined by the Board, each committee of
directors shall have the power to fix its quorum at not less than a majority of
its members, to elect its Chairman and to regulate its procedure.
6. OFFICERS
6.1 APPOINTMENT - The Board may from time to time appoint a Chief Executive
Officer, President, one or more Vice-Presidents (to which title may be added
words indicating seniority or function), a Secretary and such other Officers as
the Board may determine, including one or more assistants to any of the Officers
so appointed (herein referred to as "Officers"). The Board may specify the
duties of and, in accordance with this By-Law and subject to the provisions of
the Act, delegate to such Officers powers to manage the business and affairs of
the Corporation. Subject to Sections 6.2 to 6.3, an Officer may but need not be
a director and one person may hold more than one office.
6.2 CHAIRMAN OF THE BOARD - The Board may from time to time also appoint a
Chairman of the Board who shall be a director. The Chairman of the Board shall,
when present, preside at all meetings of the Board and at all meetings of
shareholders. In addition, the Board may assign to him any of the powers and
duties that may by the provisions of this by-law be assigned to the
Vice-Chairman of the Board or to the President; and he shall have such other
powers and duties as the board may specify.
6.3 PRESIDENT - The Board, from time to time, may elect from among its number, a
President. In the absence or non-appointment of the Chairman of the Board or the
Vice-Chairman of the Board, the President shall preside at meetings of the Board
and of the shareholders. He shall have general and active management of the
business and affairs of the Corporation, and without limitation to the
foregoing:
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(a) he shall have general supervision and direction of all the other
Officers of the Corporation; and
(b) he shall submit the annual report of the Board, if any, and the
annual balance sheets and financial statements of the business and
affairs and reports on the financial position of the Corporation as
required by the statutes to the annual general meeting and from time
to time shall report to the Board on all matters within his knowledge
which the interest of the Corporation requires to be brought to their
attention.
6.4 VICE-PRESIDENT - A Vice-President shall have such powers and duties as the
Board may specify.
6.5 SECRETARY - The Secretary shall attend and be the Secretary of all meetings
of the Board, shareholders and committees of the Board and shall enter or cause
to be entered in records kept for that purpose minutes of all proceedings
thereat; he shall give or cause to be given, as and when instructed, all notices
to shareholders, directors, Officers, the auditor and members of the committees
of directors; he shall be the custodian of the stamp or mechanical device
generally used for affixing the corporate seal of the Corporation and of all
books, papers, records, documents and instruments belonging to the Corporation,
except when some other Officer or agent has been appointed for that purpose; and
he shall have such other powers and duties as the Board may specify.
6.6 POWERS AND DUTIES OF OTHER OFFICERS - The powers and duties of all other
Officers shall be such as the terms of their engagement call for or as the Board
or the Chief Executive Officer may specify. Any of the powers and duties of an
Officer to whom an assistant has been appointed may be exercised and performed
by such assistant, unless the Board otherwise directs.
6.7 VARIATION OF POWERS AND DUTIES - The Board may from time to time and
subject to the provisions of the Act, vary, add to or limit the powers and
duties of any Officer.
6.8 TERM OF OFFICE - The Board, in its discretion, may remove any Officer of
the Corporation, and each Officer appointed by the Board shall hold office
until the earlier of the date his resignation becomes effective, the date his
successor is appointed or the date he ceases to be qualified for that office.
6.9 TERMS OF EMPLOYMENT AND REMUNERATION - The terms of employment and the
remuneration of Officers appointed by the Board shall be settled by it from time
to time.
6.10 CONFLICT OF INTEREST - An Officer shall disclose his interest in any
material contract or proposed material contract with the Corporation in
accordance with Section 4.17.
6.11 AGENTS AND ATTORNEYS - The Board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside of Canada with
such powers of management or otherwise (including the power to sub-delegate) as
may be thought fit.
6.12 FIDELITY BONDS - The Board may require such Officers, employees and agents
of the Corporation as the Board deems advisable to furnish bonds for the
faithful discharge of their powers and duties, in such form and with such surety
as the Board may from time to time determine.
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7. PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
7.1 LIMITATION OF LIABILITY - No director shall be liable for the acts,
receipts, neglects or defaults of any other director or Officer or employee, or
for joining in any receipt or other act for conformity, or for any loss, damage
or expense happening to the Corporation through the insufficiency or deficiency
of title to any property acquired for or on behalf of the Corporation, or for
the insufficiency or deficiency of any security in or upon which any of the
moneys of the Corporation shall be invested, or for any loss or damage arising
from the bankruptcy, insolvency or tortious acts of any person with whom any of
the moneys, securities or effects of the Corporation shall be deposited, or for
any loss occasioned by any error of judgement or oversight on his part, or for
any other loss, damage or misfortune whatever which shall happen in the
execution of the duties of his office or in relation thereto, unless the same
are occasioned by his own wilful neglect or default; provided that nothing
herein shall relieve any director or Officer from the duty to act in accordance
with the Act and the regulations thereunder or from liability for any breach
thereof.
7.2 INDEMNITY - Subject to the limitations contained in the Act, and to the
extent he is otherwise fairly and reasonably entitled thereto, the Corporation
shall indemnify a director or Officer, a former director or Officer, or a person
who acts or acted at the Corporation's request as a director or Officer of a
body corporate of which the Corporation is or was a shareholder or creditor (or
a person who undertakes or has undertaken any liability on behalf of the
Corporation or any such body corporate) and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made a
party by reason of being or having been a director or Officer of the Corporation
or such body corporate, if:
(a) he acted honestly and in good faith with a view to the best interests
of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.
7.3 INSURANCE - Subject to the limitations contained in the Act, the Corporation
may purchase and maintain such insurance for the benefit of its directors and
Officers as such, as the Board may from time to time determine.
8. SHARES
8.1 ALLOTMENT AND ISSUE - The Board may from time to time allot, or grant
options to purchase, the whole or any part of the authorized and unissued shares
of the Corporation at such times and to such persons and for such consideration
as the Board shall determine, provided that no share shall be issued until it is
fully paid as prescribed by the Act. Subject to the Articles, no holder of any
class of share of the capital of the Corporation shall be entitled as of right
to subscribe for, purchase or receive any part of any new or additional issue of
shares of any class, whether now or hereafter authorized or any bonds,
debentures or other securities convertible into shares of any class.
8.2 COMMISSIONS - The Board may from time to time authorize the Corporation to
pay a reasonable commission to any person in consideration of his purchasing or
agreeing to purchase shares of the Corporation, whether from the Corporation or
from any other person, or procuring or agreeing to procure purchasers for any
such shares.
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8.3 REGISTRATION OF TRANSFER
(a) Subject to the provisions of the Act, no transfer of shares shall be
registered in a securities register except upon presentation of the
Certificate representing such shares with a transfer endorsed thereon
or delivered therewith duly executed by the registered holder or by
his attorney or successor duly appointed, together with such
reasonable assurance or evidence of signature, identification and
authority to transfer as the Board may from time to time prescribe,
upon payment of all applicable taxes and any fees prescribed by the
Board, upon compliance with such restrictions on transfer, if any, as
are authorized by the Articles, and upon satisfaction of any lien
referred to in Section 8.5.
(b) The signature of the registered owner of any shares, or of his duly
authorized attorney, upon an authorized instrument of transfer shall
constitute a complete and sufficient authority to the Corporation,
its directors, Officers and agents to register, in the name of the
transferee as named in the instrument of transfer, the number of
shares specified therein or, if no number is specified, all the
shares of the registered owner represented by share certificates
deposited with the instrument of transfer. If no transferee is named
in the instrument of transfer, the instrument of transfer shall
constitute a complete and sufficient authority to the corporation,
its directors, Officers and agents to register, in the name of the
person in whose behalf any certificate for the shares to be
transferred is deposited with the Corporation for the purpose of
having the transfer registered, the number of shares specified in the
instrument of transfer or, if no number is specified, all the shares
represented by all share certificates deposited with the instrument
of transfer.
(c) Neither the Corporation nor any director, Officer or agent thereof
shall be bound to inquire into the title of the person named in the
form of transfer as transferee, or, if no person is named therein as
transferee, of the person on whose behalf the certificate is
deposited with the Corporation for the purpose of having the transfer
registered or be liable to any claim by such registered owner or by
any intermediate owner or holder of the certificate or of any of the
shares represented thereby or any interest therein for registering
the transfer, and the transfer, when registered, shall confer upon
the person in whose name the shares have been registered a valid
title to such shares.
(d) Every instrument of transfer shall be executed by the transferor and
left at the registered office of the Corporation or at the office of
its transfer agent or branch transfer agent or registrar for
registration together with the share certificate for the shares to be
transferred and such other evidence if any, as the directors or the
transfer agent or branch transfer agent or registrar or branch
registrar may require to prove the title of the transferor or his
right to transfer the shares and the right of the transferee to have
the transfer registered. All instruments of transfer where the
transfer is registered shall be retained by the Corporation or its
transfer agent or branch transfer agent or registrar or
branch\registrar and any instrument of transfer, where the transfer
is not registered, shall be returned to the person depositing the
same together with the share certificate which accompanied the same
when tendered for registration.
(e) There shall be paid to the Corporation in respect of the registration
of any transfer such sum, if any, as the directors may from time to
time determine.
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8.4 TRANSFER AGENTS AND REGISTRARS - The Board may from time to time appoint a
registrar to maintain the securities register and a transfer agent to maintain
the register of transfers and may also appoint one or more branch registrars to
maintain branch securities registers and one or more branch transfer agents to
maintain branch registers of transfer, but one person may be appointed both
registrar and transfer agent. The Board may at any time terminate any such
appointment.
8.5 LIEN FOR INDEBTEDNESS - If the Articles provide that the Corporation shall
have a lien on shares registered in the name of a shareholder indebted to the
Corporation, such lien may be enforced, subject to any other provision of the
Articles, by the sale of the shares thereby affected or by any other action,
suit, remedy or proceeding authorized or permitted by law or by equity and,
pending such enforcement, may refuse to register a transfer of the whole or any
part of such shares.
8.6 NON-RECOGNITION OF TRUSTS - Subject to the provisions of the Act, the
Corporation shall treat as absolute owner of the share the person in whose name
the share is registered in the securities register as if that person had full
legal capacity and authority to exercise all rights of ownership, irrespective
of any indication to the contrary through knowledge or notice or description in
the Corporation's records or on the share certificate.
8.7 SHARE CERTIFICATES - Every holder of one or more shares of the Corporation
shall be entitled, at his option, to a share certificate, or to a
non-transferable written acknowledgement of his right to obtain a share
certificate, stating the number and list or series of shares held by him as
shown on the securities register. Share certificates and acknowledgements of a
shareholder's right to a share certificate, respectively, shall be in such form
as the Board shall from time to time approve. Any share certificate shall be
signed in accordance with Section 2.4 and need not be under the corporate seal;
provided that, unless the Board otherwise determines, certificates representing
shares in respect of which a transfer agent and/or registrar has been appointed
shall not be valid unless countersigned by or on behalf of such transfer agent
and/or registrar. The signature of one of the signing Officers or, in the case
of share certificates which are not valid unless countersigned by or on behalf
of a transfer agent and/or registrar, the signatures of both signing Officers,
may be printed or mechanically reproduced in facsimile upon share certificates
and every such facsimile signature shall for all purposes be deemed to be the
signature of the Officer whose signature it reproduces and shall be binding upon
the Corporation. A share certificate executed as aforesaid shall be valid
notwithstanding that one or both of the Officers whose facsimile signature
appears thereon no longer holds office at the date of issue of the certificate.
8.8 REPLACEMENT OF SHARE CERTIFICATES - The Board or any Officer or agent
designated by the Board may in its or his discretion direct the issue of a new
share certificate in lieu of and upon cancellation of a share certificate that
has been mutilated or in substitution for a share certificate claimed to have
been lost, destroyed or wrongfully taken or which does not comply as to form
with the requirements from time to time of the Act in this regard, on payment of
such fee as the Board may direct and on such terms as to indemnity,
reimbursement of expenses and evidence of loss and of title as the Board may
from time to time prescribe, whether generally or in any particular case.
8.9 JOINT SHAREHOLDERS - If two or more persons are registered as joint holders
of any share, the Corporation shall not be bound to issue more than one
certificate in respect thereof, and delivery of such certificate to one of such
persons shall be sufficient delivery to all of them. Any one of such persons may
give effectual receipts for the certificate issued in respect thereof or for any
dividend, bonus, return of capital or other money payable or warrant issuable in
respect of such share. Joint shareholders may collectively designate in writing
an address as their recorded address for service of notice and payment of
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dividends but in default of such designation the address of the first named
joint shareholder shall be deemed to be the recorded address aforesaid.
8.10 DECEASED SHAREHOLDERS - In the event of the death of a holder, or of one of
the joint holders, of any share, the Corporation shall not be required to make
any entry in the securities register in respect thereof or to make payment of
any dividends thereon except upon production of all such documents as may be
required by law and upon compliance with the reasonable requirements of the
Corporation and its transfer agents.
9. DIVIDENDS AND RIGHTS
9.1 DIVIDENDS - Subject to the provisions of the Act, the Board may from time to
time declare dividends payable to the shareholders according to their respective
rights and interest in the Corporation. Dividends may be paid in money or
property or by issuing fully paid shares of the Corporation.
9.2 DIVIDEND CHEQUES - A dividend payable in cash shall be paid by cheque drawn
on the Corporation's bankers or one of them to the order of each registered
holder of shares of the class or series in respect of which it has been declared
and mailed by prepaid ordinary mail to such registered holder at his recorded
address, unless such holder otherwise directs. In the case of joint holders the
cheque shall, unless such joint holders otherwise direct, be made payable to the
order of all of such joint holders and mailed to them at their recorded address.
The mailing of such cheque as aforesaid, unless the same is not paid on due
presentation, shall satisfy and discharge the liability for the dividend to the
extent of the sum represented thereby plus the amount of any tax which the
Corporation is required to and does withhold.
9.3 NON-RECEIPT OF CHEQUES - In the event of non-receipt of any dividend cheque
by the person to whom it is sent as aforesaid, the Corporation shall issue to
such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of title as
the Board may from time to time prescribe, whether generally or in any
particular case.
9.4 RECORD DATE FOR DIVIDENDS AND RIGHTS - The Board may fix in advance a date,
preceding by not more than fifty (50) days the date for the payment of any
dividend or the date for the issue of any warrant or other evidence of right to
subscribe for securities of the Corporation, as a record date for the
determination of the persons entitled to receive payment of such dividend or to
exercise the right to subscribe for such securities, provided that, where the
Corporation is a distributing Corporation for purposes of the Act, notice of any
such record date is given not less than seven (7) days before such record date
by newspaper advertisement and otherwise in the manner provided in the Act.
Where no record date is fixed in advance as aforesaid, the record date for the
determination of the persons entitled to receive payment of any dividend or to
exercise the right to subscribe for securities of the Corporation shall be at
the close of business on the day on which the resolution relating to such
dividend or right to subscribe is passed by the Board.
9.5 UNCLAIMED DIVIDENDS - Any dividend unclaimed after a period of six (6)
years from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.
10. MEETINGS OF SHAREHOLDERS
10.1 ANNUAL MEETINGS - The annual Meeting of Shareholders shall be held at such
time in each year and, subject to the Act and Section 10.4, at such place as the
Board, the Chairman of the Board, the Vice-Chairman of the Board, the Chief
Executive Officer or the President may from time to time determine,
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for the purpose of considering the financial statements and reports required by
the Act to be placed before the annual meeting, electing directors, appointing
auditors and for the transaction of such other businesses may properly be
brought before the meeting.
10.2 SPECIAL MEETINGS - The Board, the Chairman of the Board, the Vice-Chairman
of the Board, the Managing Director or the President shall have power to call a
Special Meeting of Shareholders at any time.
10.3 SPECIAL BUSINESS - All business transacted at a Special Meeting of
Shareholders and all business transacted at an annual Meeting of Shareholders,
except consideration of the financial statements, auditors reports, election of
directors and reappointment of the incumbent auditors, is deemed to be special
business.
10.4 PLACE OF MEETING - Subject to the Articles, meetings of shareholders may be
held at Vancouver, British Columbia or such other place or places as the
directors in their absolute discretion may determine from time to time.
10.5 NOTICE OF MEETING - Notice of the time and place of each Meeting of
Shareholders shall be given in the manner provided in Section 12.1 not less than
twenty-one (21) days nor more than fifty (50) days before the date of the
meeting to each director, to the auditor and to each shareholder who at the
close of business on the record date, if any, for notice is entered in the
securities register as the holder of one or more shares carrying the right to
vote at the meeting. Notice of a Meeting of Shareholders called for any purpose
other than consideration of the financial statements and auditor's report,
election of directors and reappointment of the incumbent auditor shall state the
nature of such business in sufficient detail to permit the shareholder to form a
reasoned judgment thereon and shall state the text of any special resolution to
be submitted to the meeting. A shareholder and any other person entitled to
attend a Meeting of Shareholders may in any manner waive notice of or otherwise
consent to a Meeting of Shareholders.
10.6 LIST OF SHAREHOLDERS ENTITLED TO NOTICE - For every Meeting of
Shareholders, at any time that the Corporation has more than fifteen (15)
shareholders entitled to vote at a Meeting of Shareholders, the Corporation
shall prepare a list of shareholders entitled to receive notice of the meeting,
arranged in alphabetical order and showing the number of shares entitled to vote
at the meeting held by each shareholder. If a record date for the meeting is
fixed pursuant to Section 10.7, the shareholders listed shall be those
registered or constructively registered pursuant to the Act at the close of
business of the record date, such list to be prepared on a day not later than
ten (10) days after such record date. If no record date is fixed, the list of
shareholders shall be prepared no later than at the close of business on the day
immediately preceding the day on which notice of the meeting is given, or where
no such notice is given, the day on which the meeting is held. The list shall be
available for examination by any shareholder during usual business hours at the
records office of the Corporation or at the place where the central securities
register is kept and at the place where the meeting is held.
10.7 RECORD DATE FOR NOTICE - The Board may fix in advance a record date,
preceding the date of any Meeting of Shareholders by not more than fifty (50)
days and not less than twenty-one (21) days for the determination of the
shareholders entitled to notice of the meeting, provided that notice of any such
record date is given, not less than seven (7) days before such record date, by
newspaper advertisement in the manner provided in the Act. If no record date is
so fixed, the record date for the determination of the shareholders entitled to
notice of the meeting shall be the close of business on the day immediately
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preceding the day on which the notice is given, or if no notice is given, the
day on which the meeting is held.
10.8 MEETINGS WITHOUT NOTICE - A Meeting of Shareholders may be held without
notice at any time and place permitted by the Act:
(a) if all the shareholders entitled to vote thereat are present in person
or represented by proxy or if those not present or represented by
proxy waive notice of or otherwise consented to such meeting being
held; and
(b) if the auditor and the directors are present or waived notice of or
otherwise consent to such meeting being held.
At such meeting any business may be transacted which the Corporation at a
Meeting of Shareholders may transact. If the meeting is held at a place outside
the Yukon Territory, shareholders not present or represented by proxy, but who
have waived notice of or otherwise consented to such meeting, shall also be
deemed to have consented to the meeting being held at such place.
10.9 MEETINGS BY TELEPHONE - If all the shareholders consent, a shareholder may
participate in a Meeting of Shareholders by means of such telephone or other
communications facilities as permit all persons participating in the meeting to
hear each other, and a shareholder participating in such a meeting by such
consent shall be effective whether given before or after the meeting to which it
relates.
10.10 CHAIRMAN, SECRETARY AND SCRUTINEERS - The Chairman of any Meeting of
Shareholders shall be the first mentioned of such of the following Officers as
having been appointed and who is present at the meeting: Chairman of the Board,
Vice-Chairman of the Board, President, or a Vice-President. If no such Officer
is present within fifteen (15) minutes from the time fixed for holding the
meeting, the persons present and entitled to vote shall choose one of their
number to be Chairman. If the Secretary of the Corporation is absent, the
Chairman shall appoint some person, who need not be a shareholder, to act as
Secretary of the meeting. If desired, one or more scrutineers, who need not be
shareholders, may be appointed by a resolution or by the Chairman with the
consent of the meeting.
10.11 PERSONS ENTITLED TO BE PRESENT - The only persons entitled to be present
at a Meeting of Shareholders shall be those entitled to vote thereat, the
directors and auditor of the Corporation and others who, although not entitled
to vote, are entitled or required under any provision of the Act or the Articles
or By-Laws to be present at the meeting. Any other person may be admitted only
on the invitation of the Chairman of the meeting or with the consent of the
meeting.
10.12 QUORUM - Save as herein otherwise provided, a quorum shall be two
shareholders or proxyholders present. If there is only one shareholder, the
quorum is one person present and being, or representing by proxy, such
shareholder. The directors, the Secretary or, in his absence, an assistant
Secretary, and the solicitor of the Corporation shall be entitled to attend at
any general meeting but no such person shall be counted in the quorum or be
entitled to vote at any general meeting unless he is a shareholder or
proxyholder entitled to vote thereat. If a quorum is present at the opening of
any Meeting of Shareholders, the shareholders present or represented by proxy
may proceed with the business of the meeting notwithstanding that a quorum is
not present throughout the meeting.
10.13 RIGHT TO VOTE - RECORD DATE FOR VOTING - Subject to the provisions of the
Act as to authorized representative of any other body corporate, at any Meeting
of Shareholders in respect of which the
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<PAGE> 37
Corporation has prepared the list referred to in Section 10.6, every person who
is named in such list shall be entitled to vote the shares shown thereon
opposite his name except, where the Corporation has fixed a record date in
respect of such meeting pursuant to Section 10.7, to the extent that such person
has transferred any of his shares after such record date and the transferee,
upon producing properly endorsed certificates evidencing such shares or
otherwise establishing that he owns such shares, demands not later than ten (10)
days before the meeting that his name be included in such list, in which event
the transferee alone shall be entitled to vote the transferred shares at the
meeting. Where no record date for notice has been fixed and no notice of meeting
given, or in the absence of a list prepared as aforesaid in respect of a Meeting
of Shareholders, every person shall be entitled to vote at the meeting who at
the time is entered in the securities register as the holder of one or more
shares carrying the right to vote at such meeting.
10.14 PROXIES
(a) Every shareholder entitled to vote at a Meeting of Shareholders, may
appoint a proxyholder, or one or more alternate proxyholders, who
need not be shareholders, to attend and act at the meeting in the
manner and to the extent authorized and with the authority conferred
by the proxy. A proxy shall be in writing executed by the shareholder
or his attorney and shall conform with the requirements of the Act.
An instrument of proxy shall be valid only at the meeting in respect
of which it is given or any adjournment thereof.
(b) Any corporation, other than a Prohibited Corporate shareholder, which
is a shareholder of the Corporation may by resolution of its
directors or other governing body authorize such person as it thinks
fit to act as its representative at any meeting. The person so
authorized shall be entitled to exercise in respect of and at such
meeting the same powers on behalf of the corporation which he
represents as that corporation could exercise if it were an
individual member of the Corporation personally present, including,
without limitation, the right, unless restricted by such resolution,
to appoint a proxyholder to represent such corporation, and shall, if
present at the meeting, be counted for the purpose of forming a
quorum and be deemed to be a member present at the meeting. Evidence
of the appointment of any such representative may be sent to the
Corporation by written instrument, telegram, telex or any method of
transmitting legibly recorded messages.
10.15 TIME FOR DEPOSIT OF PROXIES - The Board may specify in a notice calling a
Meeting of Shareholders a time, preceding the time of such meeting by not more
than forty-eight (48) hours exclusive of non-business days, before which time
proxies to be used at such meeting must be deposited. A proxy shall be acted
upon only if, prior to the time so specified, it shall have been deposited with
the Corporation or an agent thereof specified in such notice or, if no such time
is specified in such notice, unless it has been received by the Secretary of the
Corporation or by the Chairman of the meeting or any adjournment thereof prior
to the time of voting.
10.16 JOINT SHAREHOLDERS - If two or more persons hold shares jointly, any one
of them present in person or represented by proxy at a Meeting of Shareholders
may, in the absence of the other or others, vote the shares but if two or more
of those persons are present in person or represented by proxy and vote, they
shall vote as one on the shares jointly held by them and in the absence of
agreement between those so voting the person named first in the Register shall
vote the shares.
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<PAGE> 38
10.17 VOTES TO GOVERN - At any Meeting of Shareholders every question shall,
unless otherwise required by the Articles or By-Laws or by law, be determined by
the majority of the votes cast on the question. In case of an equality of votes
either upon a show of hands or upon a poll, the Chairman of the meeting shall be
entitled to a second or casting vote.
10.18 MOTION - The Chairman may propose or second a motion.
10.19 SHOW OF HANDS - Subject to the provisions of the Act any question at a
Meeting of Shareholders shall be decided by a show of hands unless a ballot
thereon is required or demanded as hereinafter provided. Upon a show of hands,
every person who is present and entitled to vote shall have one vote. Whenever a
vote by show of hands shall have been taken upon a question, unless a ballot
thereon is so required or demanded, a declaration by the Chairman of the meeting
that the vote upon the question has been carried or carried by a particular
majority or not carried, an entry to that effect in the minutes of the meeting
shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against any resolution or other
proceeding in respect of the said question, and the result of the vote so taken
shall be the decision of the shareholders upon the said question.
10.20 BALLOTS
(a) On any question proposed for consideration at a Meeting of
Shareholders, and whether or not a show of hands has been taken
thereof, any shareholder or proxyholder entitled to vote at the
meeting may require or demand a ballot. A ballot so required or
demanded shall be taken in such manner as the Chairman shall direct.
A requirement or demand for a ballot may be withdrawn at any time
prior to the taking of the ballot. If a ballot is taken each person
present shall be entitled in respect of the shares which he is
entitled to vote at the meeting upon the question, to that number of
votes provided by the Act or the Articles, and the result of the
ballot so taken shall be the decision of the shareholders upon the
said question.
(b) No ballot may be demanded on the election of a Chairman. A ballot
demanded on a question of adjournment shall be taken forthwith. A
ballot demanded on any other question shall be taken as soon as, in
the opinion of the chairman, is reasonably convenient, but in no
event later than seven (7) days after the meeting and at such time
and place and in such manner as the Chairman of the meeting directs.
The result of the ballot shall be deemed to be the resolution of and
passed at the meeting at which the ballot was demanded. Any business
other than that upon which the ballot has been demanded may be
proceeded with pending the taking of the ballot. In any dispute as to
the admission or rejection of a vote the decision of the Chairman
made in good faith shall be final and conclusive.
10.21 ADJOURNMENT - If a Meeting of Shareholders is adjourned for less than
thirty (30) days, it shall not be necessary to give notice of the adjourned
meeting, other than by announcement at the earliest meeting that it is
adjourned. If a Meeting of Shareholders is adjourned by one or more adjournments
for an aggregate of thirty (30) days or more, notice of the adjourned meeting
shall be given as for an original meeting. At any such adjourned meeting no
business shall be transacted other than business left unfinished at the meeting
from which the adjournment took place.
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<PAGE> 39
10.22 RESOLUTION IN WRITING - A resolution in writing signed by all the
shareholders entitled to vote on that resolution at a Meeting of Shareholders is
as valid as if it had been passed at a meeting of the shareholders, and shall be
held to relate to any date therein stated to be the effective date thereof.
10.23 ONLY ONE SHAREHOLDER - Where the Corporation has only one shareholder or
only one holder of any class or series of shares, the shareholder present in
person or by proxy constitutes a meeting.
10.24 ONLY TWO SHAREHOLDERS - Where the Corporation has only two shareholders a
quorum for transaction of business at any Meeting of Shareholders shall be one
(1) person present in person, being a shareholder entitled to vote thereat, or a
duly appointed proxy of said shareholder, holding not less than ten percent
(10%) of the outstanding shares of the Corporation entitled to vote at the
meeting.
11. DIVISIONS AND DEPARTMENTS
11.1 CREATION AND CONSOLIDATION OF DIVISIONS - The Board may cause the business
and operations of the Corporation or any part thereof to be divided or to be
segregated into one or more divisions upon such basis, including without
limitation, character or type of operation, geographical territory, product
manufactured or service rendered, as the Board may consider appropriate in each
case. The Board may also cause the business and operations of any such division
to be further divided into sub-units and the business and operations of any such
divisions or sub-units to be consolidated upon such basis as the Board may
consider appropriate in each case.
11.2 NAME OF DIVISION - Subject to the Act any division or its sub-units may be
designated by such name as the Board may from time to time determine and may
transact business, enter into contracts, sign cheques and other documents of any
kind and do all acts and things under such name, provided that the Corporation
shall set out its name in legible characters in all contracts, invoices,
negotiable instruments and orders for goods or services issued or made by or on
behalf of the Corporation. Any such contract, cheque or documents shall be
binding upon the Corporation as if it had been entered into or signed in the
name of the Corporation.
11.3 OFFICERS OF DIVISION - From time to time the Board or if authorized by the
Board, the Chief Executive Officer, may appoint one or more Officers for any
division, prescribe their powers and duties and settle their terms of employment
and remuneration. The Board or, if authorized by the Board, the Chief Executive
Officer, may remove at its or his pleasure any Officers so appointed, without
prejudice to such Officer's right under any employment contract. Officers of
divisions or their sub-units shall not, as such, be Officers of the Corporation.
12. NOTICES
12.1 METHOD OF GIVING NOTICES - Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered or
served) pursuant to the Act, the regulations thereunder, the Articles, the
By-Laws or otherwise to a shareholder, director, Officer, auditor or member of
a committee of directors shall be sufficiently given if delivered personally to
the person to whom it is to be given or if delivered to his recorded address by
any means of prepaid transmitted or recorded communication. A notice so
delivered shall be deemed to have been given when it is delivered personally or
to the recorded address as aforesaid; a notice so mailed shall be deemed to
have been received by him at the time it would be delivered in the ordinary
course of mails; and a notice so sent by any means of transmitted or recorded
communication shall be deemed to have been given when
B-18
<PAGE> 40
dispatched or delivered to the appropriate communication corporation or agency
or its representative for dispatch. Subject to the Act, a notice of Meeting of
Shareholders shall be deemed to have been sent to the shareholder on the day on
which it is deposited in the mail. The Secretary may change or cause to be
changed the recorded address of any shareholder, director, Officer, auditor or
member of a committee of directors in accordance with any information believed
by him to be reliable.
12.2 NOTICE TO JOINT SHAREHOLDERS - If two or more persons are registered as
joint holders of any share, any notice shall be addressed to all of such joint
holders but notice given to any one or more of such persons at the recorded
address for such joint shareholders shall be sufficient notice to all of them.
12.3 COMPUTATION OF TIME - In computing the date when notice must be given under
any provision requiring a specified number of days notice of any meeting or
other event, the date of giving the notice shall be excluded and the date of the
meeting or other event in respect of which the notice is being given shall be
included.
12.4 UNDELIVERED NOTICES - If any notice given to a shareholder pursuant to
Section 12.1 is returned on three (3) consecutive occasions because he cannot be
found or served or is unknown at his recorded address, the Corporation shall not
be required to give any further notices to such shareholder until he informs the
Corporation in writing of his new recorded address.
12.5 PROOF OF SERVICE - A certificate of the Secretary or other duly authorized
Officer of the Corporation in office at the time of the making of the
certificate, or of any agent of the Corporation as to the facts in relation to
the mailing or delivery or sending of any notice to any shareholder, director,
the auditors, is conclusive evidence thereof and shall be binding on every
shareholder, director, the auditors or any Officer of the Corporation as the
case may be.
12.6 OMISSIONS AND ERRORS - The accidental omission to give any notice to any
shareholder, director, Officer, auditor or member of a committee of directors or
the non-receipt of any notice by any such person or any error in any notice not
affecting the substance thereof shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise founded thereon.
12.7 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW - Every person who by
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder
from whom he derives his title prior to such person's name and address being
entered on the securities register (whether such notice was given before or
after the happening of the event upon which he became so entitled) and prior to
his furnishing to the Corporation the proof of authority or evidence of his
entitlement prescribed by the Act.
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<PAGE> 41
12.8 WAIVER OF NOTICE - Any shareholder (or his duly appointed proxyholder),
director, Officer, auditor or member of a committee of directors may at any time
waive the sending of any notice, or waive or abridge the time for any notice,
required to be given to him under any provision of the Act, the regulations
thereunder, the Articles, the By-Laws or otherwise and such waiver or
abridgement shall cure any default in the giving or the time of such notice, as
the case may be. Any such waiver or abridgement shall be in writing except a
waiver of notice of a Meeting of Shareholders or of the Board which may be given
in any manner.
ENACTED by the Board the 17th day of December, 1997.
David R. Sinclair (signed)
- ---------------------------
Chairman of the Board
CONFIRMED by the shareholders in accordance with the Act the ____ day of May,
1998.
- ------------------------------
Chairman of the Board
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<PAGE> 42
VISTA GOLD CORP.
PROXY
ANNUAL GENERAL MEETING
MAY 11, 1998
AT THE HOUR OF 9:30 A.M., VANCOUVER TIME
THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION
The undersigned shareholder of Vista Gold Corp. (the "Corporation") hereby
appoints Michael B. Richings, or failing him Roger L. Smith, or failing either
of them _____________________ as the proxyholder for and on behalf of the
undersigned to attend, act and vote for and on behalf of the undersigned at the
annual general meeting (the "Meeting") of the shareholders of the Corporation
to be held on Monday, May 11, 1998 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 adjournments thereof, and the persons named are specifically
directed to vote as indicated below.
I direct my proxy to vote as follows:
1. To elect the following persons as directors of the Corporation until
the next annual general meeting:
Ross J. Beaty FOR [ ] WITHHOLD [ ]
William Calhoun FOR [ ] WITHHOLD [ ]
C. Thomas Ogryzlo FOR [ ] WITHHOLD [ ]
Michael B. Richings FOR [ ] WITHHOLD [ ]
David R. Sinclair FOR [ ] WITHHOLD [ ]
Keith Steeves FOR [ ] WITHHOLD [ ]
Alan G. Thompson FOR [ ] WITHHOLD [ ]
Peter Walton FOR [ ] WITHHOLD [ ]
2. To appoint Coopers & Lybrand, Chartered Accountants, as auditor of the
Corporation until the next annual general meeting and authorize the directors
to fix the remuneration to be paid to the auditor.
FOR [ ] WITHHOLD [ ]
3. To approve an ordinary resolution confirming By-Law No. 1 of the
Corporation.
FOR [ ] AGAINST [ ]
EXECUTED on the _____ day of __________________, 1998.
- ------------------------------------------- -----------------------------
Signature of Shareholder (or Authorized Number of Common Shares Held
Attorney or Signatory on behalf of Shareholder)
- --------------------------------------------------------------------------------
Name of Shareholder (please print clearly)
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
City/Province
PROXY INSTRUCTIONS
1. The common shares represented by this proxy will, on any ballot, be
voted as the shareholder may have specified by marking an "X" in the spaces
provided for that purpose. IF NO CHOICE IS SPECIFIED AND EITHER OF MICHAEL B.
RICHINGS OR ROGER L. SMITH IS APPOINTED AS PROXYHOLDER, THE COMMON SHARES WILL
BE VOTED AS IF THE SHAREHOLDER HAD SPECIFIED AN AFFIRMATIVE VOTE.
2. THE SHAREHOLDER MAY APPOINT AS PROXYHOLDER SOMEONE OTHER THAN THE
PERSONS NAMED IN THIS PROXY BY STRIKING OUT THEIR NAMES AND INSERTING IN THE
BLANK SPACE PROVIDED THE NAME OF THE PERSON HE OR SHE WISHES TO ATTEND AND ACT
AS PROXYHOLDER. THAT PERSON NEED NOT BE A SHAREHOLDER OF THE CORPORATION. IF
THE INSTRUCTIONS BY THE SHAREHOLDER ON THIS PROXY ARE CERTAIN, THE COMMON
SHARES REPRESENTED BY THE PROXY WILL BE VOTED ON ANY POLL, AND WHERE THE
SHAREHOLDER SPECIFIES A CHOICE WITH RESPECT TO ANY MATTER TO BE ACTED ON, THE
COMMON SHARES WILL BE VOTED ON ANY POLL IN ACCORDANCE WITH THE SPECIFICATIONS
SO MADE.
3. 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. No matters other than those stated in the
attached notice are, at present, known to be considered at the Meeting but, if
such matters should arise, proxies will be voted in accordance with the
instructions of the shareholder voting by proxy.
4. This proxy may not be valid unless it is dated and signed by the
shareholder or by his or her attorney duly authorized 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 attorney of a corporate shareholder 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. If this proxy is not dated in the blank space provided, it will be
deemed to bear the date on which it was mailed by management of the
Corporation.
5. This proxy may not be used at the Meeting unless its is deposited at
the office of Montreal Trust Company of Canada at Montreal Trust Centre, 510
Burrard Street, Vancouver, British Columbia, V6C 3B9, Attention: Stock Transfer
Services before 9:30 a.m., Vancouver time, on Thursday, May 7, 1998, or no
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> 43
VISTA GOLD CORP.
SUPPLEMENTAL MAILING LIST RETURN CARD
National Policy No. 41 adopted by Canadian Securities Regulators allows
an exemption to Vista Gold Corp. (the "Company") from sending unaudited interim
financial statements to shareholders. If you wish to receive the Company's
unaudited interim financial statements, you must complete this form and forward
it, either with your proxy or separately, to our transfer agents:
MONTREAL TRUST COMPANY OF CANADA
MONTREAL TRUST CENTRE
510 BURRARD STREET
VANCOUVER, BRITISH COLUMBIA
V6C 3B9
Please note that both registered and non-registered shareholders should return
the form; registered shareholders will not automatically receive unaudited
interim financial statements. (Registered shareholders are those with shares
registered in their name; non-registered shareholders have their share
registered in an agent, broker, or bank's name).
- --------------------------------------------------------------------------------
Please put my name on your Supplemental Mailing list to receive unaudited
interim financial statements of Vista Gold Corp.
- --------------------------------------------------------------------------------
(First Name and Surname)
- --------------------------------------------------------------------------------
(Number and Street)
- --------------------------------------------------------------------------------
(City) (Province) (Postal Code)
Signature:
-------------------------------- ----------------------------
(Signature of Shareholder) (Date)
<PAGE> 1
EXHIBIT 2
[PICTURE OF HYCROFT HAUL TRUCK]
VISTA
GOLD
CORP.
1997 Annual Report
<PAGE> 2
1997 ACCOMPLISHMENTS
[PICTURE OF HYCROFT MINE]
HYCROFT MINE, NEVADA
o Achieved record gold production of 117,378 ounces, a 31 percent
increase over 1996
o Reduced 1997 average direct cash cost to $246 per ounce from $274 in
1996
o Optimized mine plan to reduce cash costs
[PICTURE OF AMAYAPAMPA PROJECT]
AMAYAPAMPA & CAPA CIRCA PROJECTS, BOLIVIA
o Amayapampa--Completed feasibility study. Average annual production
estimated at 30,000 ounces at an average cash cost of $155 per ounce
o Capa Circa--Completed underground sampling establishing the presence
of high-grade zones
o Secured land surface use agreement
[PICTURE OF GUARICHE PROJECT]
GUARICHE PROJECT, VENEZUELA
o Successfully completed two-phase, 53-diamond drill hole program for
6,100 meters of drilling
o Estimated measured and indicated gold resources to be 694,000 ounces
<PAGE> 3
Dear Fellow Shareholders:
In 1997, the Company's Hycroft mine in Nevada had a record year in
spite of the low gold prices. The mine achieved record production of 117,378
ounces at a direct cash cost of $246 per ounce. This was reflected in increased
revenues of $40.1 million compared to$34.8 million in 1996. As a result, the
mine generated $11.3 million in cash from direct operating activities.
At the corporate level, however, the financial picture was dominated
by write-downs of $46.0 million on mineral properties and $2.7 million on the
Company's investment in Zamora Gold Corp. This resulted in a net loss of $54.0
million for the year. Before the write-downs, the loss was $5.3 million,
compared to $11.8 million in 1996, which had no comparable write-down. The
write-downs were taken after the Company examined the carrying value of these
assets at the end of the third and fourth quarters in light of the continuing
low gold prices.
The very low gold prices have continued into 1998 and, consequently,
the Company has taken steps to improve its projected 1998 cash flow by
approximately $16.5 million. The improved cash flow was accomplished by
liquidating, in January, the existing forward position in the gold futures
market and temporarily reducing mining activities at the Hycroft mine. Waste
stripping was terminated in January and ore mining will be suspended in May.
Gold production in 1998 at Hycroft will continue from inventory and is expected
to be approximately 95,000 ounces of gold. The improved cash flow during the
year will be used to completely retire the Hycroft project debt of $13 million
and provide working capital for the Company.
The decision to suspend mining operations at Hycroft was appropriate
given the lowest gold prices in 18 years. Key management members and essential
equipment will be maintained during 1998 so that operations can recommence when
the gold price rises sufficiently.
During 1997, the majority of the Company's energies were spent on the
evaluation and development of the Amayapampa project in Bolivia. Unfortunately,
the more detailed drilling results necessary for a bankable feasibility study
did not confirm initial third party estimates of grade. As a result, ore
reserve expectations at Amayapampa were not met and significant additional
engineering time and expense was incurred in redesigning the project to
generate an attractive return at the lower grades.
Subsequently, we looked at an enhancement to the Amayapampa
development which involves the reopening of the underground mine at Capa Circa.
Ore from both operations would be treated at the proposed mill at Amayapampa.
The combined project would produce 35,000 to 40,000 ounces of gold per year, at
a cash cost of $125 per ounce.
Discussions with various lenders, who have all received the Company's
feasibility study including one who undertook an independent review, lead the
Company to believe a substantial portion of the capital cost can be financed at
a $325 gold price. Lenders have indicated that on an underwritten basis
approximately $16 million out of a total financing requirement of $22 million
would be available in project debt, and other lenders have indicated that an
additional $5 million in subordinated convertible debt could also be available.
Vista maintains an option to purchase the Guariche deposit in Bolivar
State, Venezuela. We believe this is a very promising gold project with
considerable upside potential. Drilling completed during 1997 showed an
estimated measured and indicated resource of 11.2 million tons (10.2 million
tonnes) at a grade of 0.062 ounces of gold per ton (2.12 grams per tonne)
containing 694,000 ounces. In the immediate vicinity of these deposits, the
Company estimates there is the potential to double the resource with additional
drilling. Also, there are a further 14 anomalous gold targets on the 74,000
acre (30,000 hectare) property which could considerably increase its total
potential. The terms of the present option are not economically attractive,
however, at the current price of gold.
<PAGE> 4
OUTLOOK
Many gold industry observers believe that low gold prices will be
sustained until the European central bankers make clear their intentions with
respect to gold reserves. We are making our plans based on the expectation that
low gold prices will prevail through 1998 and possibly into 1999. At Hycroft,
we intend to restart full operations as soon as the gold price rises to an
appropriate level.
The Company plans to hold the Bolivian projects, with required holding
costs minimized, until a favorable gold price environment exists for
development. A gold price of $325 per ounce should enable us to proceed with
the project. Later in 1998, some additional work may be undertaken at Capa
Circa to firm up resource estimates and commence mine design studies.
Engineering work will continue with the goal of improving the project's
economics to make the project viable at lower gold prices.
In Venezuela, we are endeavoring to negotiate a new arrangement with
the property's owners, which more appropriately reflects current market
conditions. If we are successful, an aggressive exploration program will be
initiated to fully develop the excellent potential of the project.
Sincerely
Michael B Richings
President and Chief Executive Officer
March 18, 1998
OPERATIONS
HYCROFT MINE, NEVADA
The Hycroft Mine is an open-pit, heap leach gold and silver producer
located 54 miles (86 kilometers) west of Winnemucca in northwestern Nevada. The
mine, operated by Vista Gold's wholly owned subsidiary Hycroft Resources &
Development, Inc., has operated for ten years and has produced more than
900,000 ounces of gold. One of the larger heap leach-only gold mines in the
U.S., Hycroft treated 10.6 million tons (9.6 million tonnes) of ore in 1997.
Gold production during 1997 of 117,378 ounces was a record, and
exceeded 1996 production of 89,381 ounces by 31 percent. Silver production for
the year was 480,000 ounces, up from 321,000 ounces in 1996. Increased gold
production resulted from successful start-up of the Brimstone project in the
first quarter of 1997.
In January 1998, the Company decided that, due to depressed gold
prices, mining at the Hycroft Mine will be suspended in the second quarter of
the year. Stripping of overburden in areas where ore is not yet exposed was
suspended immediately.
Two ore bodies are mined at Hycroft: the Brimstone deposit and the
Central Fault deposit. Proven and probable reserves in the Central Fault pit,
active since 1988, were mined out in the second quarter of 1997. There is the
potential to extend the reserves on this deposit to the south with additional
drilling.
Brimstone, located one mile to the east of the Central Fault on a
parallel structural zone, contains Hycroft's remaining ore reserves and was the
source of 70 percent of the ore mined at Hycroft in 1997.
<PAGE> 5
The direct cash production cost, adjusted for waste stripping and gold
inventory, was $246 per ounce of gold in 1997, down sharply from $274 in 1996.
Proven and probable reserves (at a gold price of US$375 per ounce) at
year end were 515,000 ounces of gold contained in 25.2 million tons (22.9
million tonnes) of ore averaging 0.02 ounces of gold per ton (0.69 grams per
tonne).
There is significant potential to extend oxide mineralization to the
south, along strike, at both the Central Fault and Brimstone deposits, but the
greatest upside may lie in the largely unexplored sulfide mineralization below
the Brimstone.
Current reserves at Brimstone are limited to the oxide cap of an
apparently large but previously unexplored gold-bearing sulfide system. Two
diamond drill holes, drilled in 1996 and earlier, have intercepted mineralized
sulfides below the oxide ore averaging .023 ounces of gold per ton (0.79 grams
per tonne) and 0.5 ounces of silver per ton (17 grams per tonne) over intervals
exceeding 500 feet (152 meters) in thickness. Vista Gold intends to investigate
this resource when market conditions improve.
DEVELOPMENT PROJECTS
The major activity during 1997 was the completion of a bankable
feasibility study for the development of the Amayapampa mine, located in
Bolivia's Altiplano region. Development of the project can commence once the
gold price recovers above $325 per ounce and financing is arranged.
In-fill drilling completed concurrently with the development of the
feasibility study provided additional data for a mineable reserve estimate by
an independent mine consulting company. At a gold price of $325 per ounce, the
new mineable reserve contains 9.8 million tons (8.9 million tonnes) of ore at a
grade of 0.054 ounces of gold per ton (1.84 grams per tonne), containing
528,000 ounces of gold with a strip ratio of 2.96 tons of waste per ton of ore.
The reserve grade was considerably lower than previously estimated. As a
result, a number of alternative design strategies were examined to optimize the
project.
These optimization studies indicated that a smaller project, designed
to mine and process a nominal 1,653 tons of ore per day (1,500 tonnes), makes
optimum use of the existing infrastructure and requires only one dam for the
storage of both process water and tailings. In addition, a simplified process
flowsheet was developed employing available used equipment and packaged plant
modules. Finally, mine designs were optimized so that the first 5.5 million
tons (5 million tonnes) of ore mined is at a higher grade 0.058 ounces of gold
per ton (2.0 grams per tonne) and a lower stripping ratio (2:1) than the
average of the reserve. At a gold price of $325 per ounce, the expected
after-tax rate of return exceeds 19 percent, with initial capital of $19.6
million to be repaid in four years. Gold production is expected to average
31,000 ounces per year for the first nine years at an average cash cost of $155
per ounce.
While Amayapampa is being developed, the Company plans to reopen the
nearby (7.5 miles or 12 kilometers by road) underground mine at Capa Circa. By
feeding the higher grade Capa Circa ore into the Amayapampa plant, the
project's economics are considerably enhanced. Although insufficient
information has been obtained at this juncture to estimate ore reserves,
historically the mine has produced approximately 28 tons (25 tonnes) of ore per
day at a grade of 0.29 to 0.35 ounces of gold per ton (10 to 12 grams per
tonne) of ore from four veins. Based on mapping and sampling to date, we would
expect to produce 220 tons (200 tonnes) of ore per day at a grade of 0.17 to
0.23 ounces of gold per ton (6 to 8 grams per tonne), which will be transported
to the new plant at Amayapampa. The combined project would have an estimated
average production of 36,000
<PAGE> 6
ounces of gold per year and, at $325 per ounce gold price, the expected
after-tax-return for the combined Amayapampa/Capa Circa development is
approximately 23 percent.
As part of our ongoing commitment to the local communities, Vista has
sponsored various improvement projects. These projects included providing a
water supply, assisting the local authorities to provide better health and
education facilities and renovation of the local church. Additionally, the
Company provides support and expertise to the Council of Ayllus, which was
formed to represent the four indigenous groups in the area.
In 1997, the Company was able to successfully negotiate a surface
rights agreement with the Council, which gave the Company the right to use the
surface required for mining and development of the operation. Vista agreed to
provide assistance to the Council for various development programs and
replacement of those lands which are impaired during the mining operation.
In August 1997, a newly elected federal government took office. The
focus of the new leadership, as with the previous administration, is to improve
the lives of the citizens of Bolivia through economic growth, stimulated by
both local and international investment in the country. The Company has found
the new government eager to assist in the successful development of the
Amayapampa project.
Holding costs have been minimized by suspending development activities
at both Amayapampa and Capa Circa. At Amayapampa, the workers have agreed to a
leave of absence during the suspension and, at Capa Circa, the Company has
proposed a similar arrangement to the labor union representing the workers.
EXPLORATION
BOLIVIA
During the first and second quarters of 1997, a program of in-fill and
exploration drilling was undertaken at Amayapampa. The program, which totaled
approximately 35,000 feet (11,000 meters) of diamond core and reverse
circulation drilling in 58 holes, provided the sample information for the
estimation of ore reserves for the bankable feasibility study and also tested
extensions to the ore body. As a result of this drilling, the deposit is
approximately defined along strike but remains open down-dip. A geophysical
anomaly to the north of the main deposit was tested by drilling, which did not
find additional mineralization or identify the source of the anomaly.
Additional regional exploration potential exists for deposits similar to
Amayapampa along strike and in parallel series of rocks on property held by the
Company around Amayapampa. One such deposit, the Irpa Irpa deposit, is about
3.75 miles (6 kilometers) south of Amayapampa. Its vein systems are similar to
Amayapampa and Capa Circa and will be explored in subsequent programs.
At Capa Circa, over 2,000 channel samples were taken from drifts and
crosscuts in the Capa Circa mine during 1997. The results of these assays, when
combined with the results from earlier drilling and sampling programs, confirm
the presence of higher grade shoots of mineralization in the lower portions of
the mine. The geology at Capa Circa is very similar to that of Amayapampa
except that the gold-bearing veins and structures are more widely spaced. The
Capa Circa underground mine was closed down in late 1996 and had operated for
many years previously, with ore grades of 0.29 to 0.35 ounces of gold per ton
(10 to 12 grams per tonne). The Company is examining the feasibility of opening
the underground mine together with the development of Amayapampa.
The Copacabana project, which is located in south-central Bolivia,
shows similar mineralization to that at Amayapampa and Capa Circa. A
preliminary program of drilling and trenching was carried out along a 2,300
foot (700 meters) long zone of mineralized Ordovician shales. Wide zones of
gold mineralization were intersected in the core drilling and trench samples,
but further work is required to fully define the potential of
<PAGE> 7
the property.
The Iroco project, located 3 miles (5 kilometers) west of Oruro, has
been joint ventured with BHP Ltd. BHP has the right to earn a 60 percent joint
venture interest in the property by performing $1 million in exploration by
November 1999; and by making a cash payment of $500,000 each to Vista Gold and
Compania Minera Altoro by November 2000.
VENEZUELA
At the Guariche project in Bolivar State, the Company added
significantly to the estimated gold resources of the project and has identified
through reconnaissance geochemistry an additional 13 gold geochemical anomalies
outside of the systematically explored area.
Twenty thousand feet (6,100 meters) of diamond drill core samples were
obtained from 53 drill holes. The results from these samples, together with the
results from two previous drill holes and surface trenching, defined an
estimated resource of 11.2 million tons (10 million tonnes) at a grade of 0.062
ounces of gold per ton (2.12 grams per tonne) containing 694,000 ounces of
gold. In addition, targets in the immediate vicinity of these resources hold
the potential to double the contained gold resources. The Guariche project
encompasses 74,000 acres (30,000 hectares) of highly prospective unexplored
greenstone terrain and represents a world-class exploration opportunity for
Vista.
<PAGE> 8
BOARD OF DIRECTORS
David R. Sinclair,
Chairman 1,2
Ross J. Beaty,
Vice Chairman
Michael B. Richings
William M. Calhoun 3
C. Thomas Ogryzlo 2
Keith E. Steeves 1
Alan G. Thompson 1,2,3
Peter Walton 1
1 Audit Committee Member
2 Compensation Committee Member
3 Corporate Governance Committee Member
CORPORATE OFFICERS
Michael B. Richings,
President and Chief Executive Officer
Roger L. Smith,
Vice President Finance
Ronald J. McGregor,
Vice President
Development and Operations
William F. Sirett,
Corporate Secretary
EXECUTIVE OFFICE
370 Seventeenth Street, Suite 3000
Denver, Colorado 80202
(303) 629-2450
(888) 629-2450 -- toll free
(303) 629-2499 -- fax
REGISTERED OFFICE
200-204 Lambert Street
Whitehorse, Yukon Territory, Canada Y1A 3T2
HYCROFT MINE OFFICE
PO. Box 3030, Drawer "M"
Winnemucca, Nevada USA 89446
(702) 623-5260
(702) 623-0125 -- fax
Hank Lesinski, General Manager
BOLIVIAN OFFICE
Avda. Los Sauces, #340
Calacoto, La Paz
Bolivia
591-2-798-751
591-2-786-486 -- fax
Romulo Sasamoto A., General Manager
ECUADORIAN OFFICE (ZAMORA GOLD CORP. 49%)
Joaquin Pinto 521 y Amazonas, piso 8
Quito, Ecuador
593-2-529-812
593-2-569-024 -- fax
Jorge Guzman, General Manager
TRANSFER AGENT & REGISTRAR
MONTREAL TRUST COMPANY OF CANADA
510 Burrard Street
Vancouver, British Columbia, Canada V6C 3B9
(604) 661-0222
MONTREAL TRUST COMPANY OF CANADA
66 Temperance Street
Toronto, Ontario, Canada M5H 1Y7
CO-TRANSFER AGENT
The Bank of Nova Scotia
Trust Company of New York
One Liberty Plaza
New York, New York, USA 10006
AUDITORS
Coopers & Lybrand
1111 West Hastings Street
Vancouver, British Colombia, Canada V6E 3R2
SOLICITORS
Ladner Downs
900 Waterfront Centre, 200 Burrard Street
PO. Box 48600
Vancouver, British Columbia, Canada V7X 1T2
BANKERS
The Bank of Nova Scotia
650 West Georgia Street, Suite 2300
PO. Box 11501
Vancouver, British Columbia, Canada V6B 4N7
INTERNET ADDRESS
http/www.vistagold.com
EXCHANGE LISTINGS
Symbol: VGZ
Toronto Stock Exchange
American Stock Exchange
<PAGE> 9
Vista Gold Corp.
370 Seventeenth Street
Suite 3000
Denver, CO USA 80202
