<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 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)
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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 12, 1999 announcing merger discussions between
Vista and Metallica.
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 12, 1999 announcing merger discussions
between Vista and Metallica.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
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Not applicable.
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
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EXHIBIT INDEX
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20.1 Press release dated May 12, 1999 announcing 5
merger discussions between Vista and Metallica.
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EXHIBIT 20.1
Trading Symbol: VGZ
Toronto and American Stock Exchanges
VISTA AND METALLICA ANNOUNCE MERGER DISCUSSIONS
DENVER, COLORADO, MAY 12, 1999 - Vista Gold Corp. ("Vista") and Metallica
Resources Inc. ("Metallica") announced today that they have entered into
negotiations for the merger of the two companies to create a new, well
financed gold producer with significant development projects and exploration
potential. Both companies have signed an agreement giving them the exclusive
right to negotiate a transaction with the other and to undertake detailed due
diligence within the next 90 days.
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. They anticipate the shareholders of both
companies would then be asked to approve the exchange of their existing
common shares for shares of the merged entity based on the recent market
trading prices of each company. This would result in a share exchange ratio
that fairly reflects their underlying net asset values based on an internal
evaluation carried out jointly by the companies.
Vista and Metallica have both retained independent investment banks to
provide financial advisory services and fairness opinions should a
transaction result from the negotiations. Canaccord Capital Corporation has
been engaged by Vista and Deutsche Bank Securities Limited has been hired by
Metallica.
Vista owns and operates the Hycroft and Mineral Ridge gold mines in Nevada,
and the Amayapampa gold project in Bolivia. A priority of the merged entity
would be the rapid development of the Amayapampa project.
Metallica owns the Cerro San Pedro gold project in Mexico under which Cambior
Inc. has a right to earn a 50% 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.
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The statements in this press release that are not historical facts contain
forward looking information. These statements address future events
involving known and unknown risks and uncertainties that could cause actual
results to vary materially from projected results. These risks and
uncertainties include those described in Vista's Form 10-K and Metallica's
Form 20-F.
For further information, please contact Investor Relations at (303) 629-2450
or visit our web site at www.vistagold.com.
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