<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
May 18, 1999
Date of report (Date of earliest event reported)
VISTA GOLD CORP.
(Exact Name of Registrant as Specified in Its Charter)
YUKON TERRITORY, CANADA
(State or Other Jurisdiction of Incorporation)
1-9025 NOT APPLICABLE.
(Commission File Number) (IRS Employer Identification No.)
370 SEVENTEENTH STREET, SUITE 3000,
DENVER, CO USA 80202
(Address of Principal Executive Offices) (Zip Code)
(303) 629-2450
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE.
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
VISTA GOLD CORP.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
Press release dated May 18, 1999 announcing results for first quarter
of 1999.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired:
Not applicable.
(b) PRO FORMA financial information:
Not applicable.
(c) Exhibits
20.1 Press release dated May 18, 1999 announcing results for first
quarter of 1999.
20.2 First quarter report to shareholders for period ending
March 31, 1999
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable.
-2-
<PAGE>
SIGNATURES
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 hereunto duly authorized.
VISTA GOLD CORP.
(Registrant)
Date: May 20, 1999 By: /s/ Roger L. Smith
-------------------------
Roger L. Smith
Vice President of Finance
-3-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE NO.
----------- --------
<S> <C>
20.1 Press release dated May 18, 1999 announcing 5
results for first quarter of 1999.
20.2 First quarter report to shareholders for period 7
ending March 31, 1999
</TABLE>
-4-
<PAGE>
EXHIBIT 20.1
Trading Symbol: VGZ
Toronto and American Stock Exchanges
VISTA ANNOUNCES FIRST QUARTER 1999 RESULTS
DENVER, COLORADO, MAY 18, 1999 - Vista Gold announced a net loss of US$3.0
million or US$0.03 per share for the quarter ended March 31, 1999 compared to
net earnings of US$2.2 million or US$0.02 per share for the same period in 1998.
The primary reasons for the decrease to net earnings included reduced gold
production from the Hycroft mine, start-up costs associated with the Mineral
Ridge mine, holding costs for the Bolivian property, and a one-time hedging gain
which was received in 1998, while there was no similar gain in 1999.
SUMMARY RESULTS
(U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
---------------------------
1999 1998
---------- ----------
<S> <C> <C>
Gold revenues $ 6,410 $ 10,971
Net cash provided by (used in) operating activities (1,833) 6,500
Net earnings (loss) (3,045) 2,179
Earnings (loss) per share (0.03) 0.02
Weighted average shares outstanding 90,715,040 89,152,540
</TABLE>
CONSOLIDATED PRODUCTION
(OUNCES)
<TABLE>
<S> <C> <C>
Hycroft mine gold production 15,770 35,017
Mineral Ridge mine gold production 3,490 -
------ ------
Total gold production 19,260 35,017
</TABLE>
Cash flow from operations will increase as production at the Mineral Ridge mine
reaches normal levels. The Corporation's cash position as of March 31, 1999
remains strong with $5.5 million in cash and refined gold bullion available for
sale. Cash flow from operating activities during the first quarter of 1999 was
$1.8 million before a $3.6 million non-cash decrease in the Hycroft mine gold
inventory. The average spot price realized during the quarter was $287 per
ounce and the average direct cash cost was $203 per ounce on a consolidated
basis. The Corporation's net working capital at March 31, 1999 was $7.9
million. Cash generated from operations was mainly
-5-
<PAGE>
used for building inventories at the Mineral Ridge mine and for additional
expenses incurred during start-up.
At the Hycroft mine, the decrease in gold production was attributable to the
suspension of mining activities in December 1998. All subsequent Hycroft
gold production has been, and will be, from previously mined and inventoried
ore. After acquiring the Mineral Ridge mine, the Corporation recommenced
mining and processing activities during the fourth quarter of 1998. The
initial start-up period lasted approximately four months and, following
normal recovery lead times, the Corporation expects to reach planned gold
production levels in the second quarter 1999.
Vista Gold Corp. is an international gold mining, development and exploration
company based in Denver, Colorado. Its holdings include the Hycroft and
Mineral Ridge mines in Nevada, a development project in Bolivia, and
exploration projects in North and South America.
---
The statements that are not historical facts are forward-looking statements
involving known and unknown risks and uncertainties that could cause actual
results to vary materially from the targeted results. Such risks and
uncertainties include those described in the Company's Form 10-K.
For further information, please contact Investor Relations at (303) 629-2450.
-6-
<PAGE>
EXHIBIT 20.2
VISTA GOLD CORP.
FIRST QUARTER REPORT - 1999
DEAR FELLOW SHAREHOLDERS:
The first quarter has been a very significant one for Vista Gold. A number
of important initiatives were taken which will ultimately result in
significant growth for the Corporation.
The Corporation incurred a net loss of $3.0 million mainly as a result of the
reduced production associated with start-up at Mineral Ridge and the
suspension of mining activities at the Hycroft mine, lower gold prices and
the expense that was associated with holding the Bolivian properties.
However, in spite of the reduced production at both Mineral Ridge and
Hycroft, the Corporation generated $1.8 million in positive direct cash flow
from operations and gold was produced at a direct cash cost of $203 per
ounce.
Start-up activities at Mineral Ridge have taken longer than anticipated in
part due to greater than expected personnel training requirements and in part
due to the severe weather conditions which were experienced during the first
and early part of the second quarter. At the end of the first quarter, most
of the necessary modifications on the plant were complete and we are
confident that full production will be achieved during the second quarter.
At the time of writing, the plant is operating at planned levels and gold
production for the second quarter is expected to be significantly higher than
the first quarter.
Gold production from heap leach inventories at Hycroft has been higher than
planned and 15,770 ounces were produced at Hycroft during the first quarter.
Currently, over 20,000 ounces have been produced towards a budgeted
production estimate of 25,000 ounces for the year. Based on current gold
production levels and solution grades on the heaps, management now believes
that Hycroft will produce between 30,000 and 35,000 ounces of gold for the
year, which will enhance cash flow from operations.
In March, the Board of Directors approved a $400,000 drilling program at the
Hycroft mine to be completed by September 1999, which is currently in
progress. The program will include approximately 6,000 feet (1,829 meters) of
diamond drilling and 11,000 feet (3,350 meters) of angle reverse circulation
drilling. This program is designed to confirm the 37 percent upgrade factor
on the remaining Brimstone deposit's gold resources, which was experienced
while mining the deposit during 1997 and 1998. A positive result from this
program could add significantly to Vista Gold's mineable reserves and allow
the Hycroft mine to resume production at a gold price of $300 per ounce.
Preliminary estimates made by the Corporation indicate production at Hycroft
could be resumed at a rate of 50,000 to 70,000 ounces per year for a minimum
of 5 years, at an estimated cash cost of $220 to $250 per ounce of gold.
In Bolivia, following the recently completed studies on a revised development
plan, the Corporation signed a summary term sheet with a major international
bank to provide the debt financing component for the project and is exploring
alternatives to complete the total financing
-7-
<PAGE>
package. Vista is focussing its efforts on arranging the financing for this
project so that construction can begin during the third or fourth quarters of
1999.
Subsequent to the end of the first quarter of 1999, the Corporation was
pleased to announce it had entered into negotiations with Metallica Resources
Inc. for the merger of the two companies to create a new gold production
company with significant development projects and exploration potential.
Detailed due diligence efforts are currently underway, and if the merger
discussions are successful, the two companies expect to enter into a
definitive merger agreement, subject to approval of their respective boards
of directors as well as all necessary shareholder and regulatory approvals,
by early June 1999.
Metallica owns the Cerro San Pedro gold project in Mexico under which Cambior
Inc. has a right to earn a 50 percent interest by investing US$20,000,000 in
project development expenditures. Metallica is also exploring the El Morro
and La Fortuna copper-gold properties in Chile and the Mara Rosa gold project
in Brazil. The combined entity would be well financed and the development of
the Amayapampa project in Bolivia would be a priority of the newly created
company.
/s/Mike B. Richings
Mike B. Richings
President and Chief Executive Officer
May 20, 1999
The statements that are not historical facts are forward-looking statements
involving known and unknown risks and uncertainties that could cause actual
results to vary materially from the targeted results. Such risks and
uncertainties include those described in the Company's Form 10-K as amended.
For further information, please contact Investor Relations at (303) 629-2450
or (888) 629-2450.
(303) 629-2450 - VOICE 370 SEVENTEENTH STREET - (303) 629-2499 - FAX
SUITE 3000 - DENVER, CO 80202
-8-
