VISTA GOLD CORP
8-K, 1999-11-15
GOLD AND SILVER ORES
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<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



                                NOVEMBER 12, 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 NOVEMBER 12, 1999 ANNOUNCING RESULTS FOR THE THIRD
         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 November 12, 1999 announcing
                    results for the third quarter of 1999.

              20.2  Third quarter report to shareholders for period ending
                    September 30, 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:    November 12, 1999                  By:  /s/ Roger L. Smith
                                                 -----------------------------
                                            Roger L. Smith
                                            Vice President Finance


                                     -3-
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                          EXHIBIT NO.                                 PAGE NO.
                          -----------                                 --------
<S>   <C>                                                             <C>
20.1  Press release dated November 12, 1999 announcing                    5
      results for the third quarter of 1999

20.2  Third quarter report to shareholders for period
      ending September 30, 1999                                           7
</TABLE>


                                     -4-

<PAGE>

          [LOGO]

                                          Trading Symbol:  VGZ
                                          Toronto and American Stock Exchanges

__________________________________________NEWS _______________________________

            VISTA GOLD CORP. ANNOUNCES THIRD QUARTER 1999 RESULTS

DENVER, COLORADO, NOVEMBER 12, 1999 - Vista Gold Corp. announced a net loss
of $1.8 million or $0.02 per share for the three months ended September 30,
1999 as compared to a net loss of $1.0 million or $0.01 per share for the
same period in 1998. The primary reasons for the net loss were low gold
production and low gold prices. The Corporation's cash position as of
September 30, 1999 was $4.9 million including refined gold bullion that was
available for sale, and the Corporation's net working capital at September
30, 1999 was $4.8 million.

During the third quarter of 1999, the Corporation produced 16,567 ounces of
gold as compared to 24,579 ounces in 1998. The average gross price realized
for the three months ended September 30, 1999 was $286 per ounce, which was
$32 per ounce less than the gross realized price for the same period in 1998.
The average gross realized price during the nine months ended September 30,
1999 was $297 per ounce and the average direct cash cost was $247 per ounce
on a consolidated basis.

                                 SUMMARY RESULTS
                 (U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                            Three Months Ended          Nine Months Ended
                                               September 30                September 30
                                               ------------                ------------
                                              1999          1998          1999         1998
                                              ----          ----          ----         ----
<S>                                      <C>           <C>           <C>           <C>
Gold revenues                               $ 4,742        $7,816       $16,014       $29,987
Net earnings (loss)                          (1,788)         (969)       (9,324)        1,711
Earnings (loss) per share                     (0.02)        (0.01)        (0.10)         0.02

Weighted average shares outstanding      90,715,040    89,152,540    90,715,040    89,152,540
</TABLE>


                             CONSOLIDATED PRODUCTION
                                    (OUNCES)

<TABLE>
<S>                                          <C>           <C>           <C>           <C>
Hycroft mine                                  8,065        24,579        33,939        94,767
Mineral Ridge mine                            8,502             -        19,900             -
                                             --------------------        --------------------
  Total consolidated gold production         16,567        24,579        53,839        94,767
</TABLE>

At the Hycroft mine, mining activities were suspended in 1998. However, gold
is continuing to be produced at above-plan rates from previously inventoried
ore. As a result, the 1999 gold production estimate has been increased to
approximately 40,000 ounces. The Corporation is reviewing a potential upgrade
to Hycroft's Brimstone ore reserve model. The review is anticipated to be
complete before the end of the year and a positive conclusion could add
significantly to the Corporation's mineable reserves and allow mining to be
restarted at the Hycroft mine.

<PAGE>

Performance at the Mineral Ridge mine improved during the third quarter of
1999, however, gold production for the quarter was still below plan as a
result of crushing problems encountered during the previous quarter.
Approximately 300,000 tons of ore were crushed and placed on the heaps in the
third quarter as compared to 220,000 tons in the second quarter. Gold
production, which lags behind ore placement, is expected to improve in the
fourth quarter. Vista has recently reviewed and revised its forecast for
Mineral Ridge, and as a result, is lowering its 1999 gold production estimate
to 30-32,000 ounces.

In Bolivia, following the recent recovery of gold prices, the Corporation has
resumed its efforts to arrange financing for the Amayapampa project. The
project will require a capital investment of $26 million, and will produce an
average of 43,000 ounces of gold per year, at an estimated cash cost of $157
per ounce. The Corporation has substantial infrastructure in place and once
financing is complete construction will take approximately 12 months.

Although the recent gold price improvement is encouraging, the current gold
market remains challenging. Accordingly, the Corporation will continue to
conserve its cash, but at the same time advance its development projects in
anticipation of higher gold prices. The financing of the Amayapampa project
and the completion of the Hycroft restart feasibility study are priorities
and are being expedited. Meanwhile, Vista is also actively pursuing potential
business combinations and acquisitions that could represent a source of
financing and offer growth opportunities for the Corporation.

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.

<PAGE>

EXHIBIT 20.2               THIRD QUARTER 1999 REPORT TO SHAREHOLDERS

                                         THIRD QUARTER REPORT - 1999
         [LOGO]
                                         DEAR FELLOW SHAREHOLDERS:

The third quarter of 1999 saw some improvement in the gold spot price. At
September 30, 1999, the closing spot price was $299 per ounce as compared to
$261 per ounce at June 30, 1999. Since September 30 gold prices have been
extremely volatile, reaching highs in excess of $330 per ounce and lows
approaching $280 per ounce. At the time of this writing, gold prices are
nearing $300 per ounce again.

During the third quarter, the Corporation's consolidated gold produced was
16,567 ounces and consolidated production for the first nine months was
53,839 ounces. Vista now estimates its 1999 annual gold production to be
70,000 ounces.

At the Hycroft mine, gold is being produced from previously mined and
inventoried ore and during the current quarter, the mine produced 8,065
ounces. Gold production for the first nine months of 1999 was 33,939 ounces
and the Corporation has raised Hycroft's 1999 gold production estimate to
40,000 ounces.

As reported previously, a reconciliation of the Brimstone ore reserve model
confirmed that actual gold production exceeded projected gold production by
more than 30 percent. After considering the results of the reconciliation,
the Board of Directors approved a $400,000 evaluation program, to be
completed before the end of 1999. The program, which includes diamond
drilling and reverse circulation drilling, is designed to determine if the
positive variance can be extended to the remaining Brimstone gold resource. A
positive conclusion could add significantly to the Corporation's mineable
reserves and allow the Hycroft mine to resume operations at gold prices
around $300 per ounce.

Third quarter gold production at the Mineral Ridge mine was 8,502 ounces, an
increase of 594 ounces from the previous quarter. Crusher production
increased from 220,000 tons in the second quarter of 1999 to nearly 300,000
tons in the third quarter. Operating costs at Mineral Ridge have been at or
below plan for the nine months ended September 30, 1999. During the third
quarter, mining costs averaged $0.61 per ton mined and crushing costs
averaged less than $4.00 per ton. Similarly, processing and mine
administration costs were less than plan. However, gold production has not
met management's expectations. In part, this was due to mechanical problems
in the crushing plant that were incurred in the first half of 1999. Numerous
modifications to the plant have been made and crushing throughput in the
third quarter was as planned. However, despite these improvements, gold
production is still less than plan, and as a result, the 1999 gold production
estimate has now been reduced to 32,000 ounces.

Previously, the Corporation had suspended its efforts to finance the
Amayapampa project in Bolivia due to depressed gold prices, and as a result,
reduced holding costs on the project. Following the recent recovery of gold


                                     -21-
<PAGE>

prices, the Corporation has resumed its efforts to arrange financing for the
project. The project will require a capital investment of $26 million, and
will produce an average of 43,000 ounces of gold per year, at an estimated
cash cost of $157 per ounce.

For the three months ended September 30, 1999, the Corporation incurred a net
loss of $1.8 million, or $0.02 per share. The loss was primarily due to the
lower gold prices, reduced gold production and holding costs for the
Corporation's Bolivian property. The Corporation's financial position remains
good with $4.9 million in cash and refined gold bullion available for sale at
September 30, 1999. Net working capital at September 30, 1999 was $4.8
million.

The past depression in the gold market has been challenging, and although the
recent gold price improvement is encouraging, the current gold market remains
volatile. Accordingly, the Corporation will continue to conserve its cash,
but at the same time advance its development projects in anticipation of
higher gold prices. The financing of the Amayapampa project and the
completion of the Hycroft restart feasibility study are priorities and are
being expedited. Meanwhile, Vista is also actively pursuing potential
business combinations and acquisitions that could represent a source of
financing and offer growth opportunities for the Corporation.


/S/MIKE B. RICHINGS


Mike B. Richings
President and Chief Executive Officer


November 12, 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 - SUITE 3000 - DENVER, CO 80202
                              (303) 629-2499 - FAX


                                     -22-


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