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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the period of May 12, 1999 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
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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
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If "Yes" is marked, indicate the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VISTA GOLD CORP.
Date: May 12, 1999 By: /s/ Roger L. Smith
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Roger L. Smith
Vice President of Finance
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION OF EXHIBIT
<S> <C>
99.1 Press Release dated May 12, 1999, stating Vista and Metallica
announce merger discussions.
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EXHIBIT 99.1
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[LETTERHEAD]
Trading Symbol: VGZ
Toronto and American Stock Exchanges
NEWS
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.
