Vista Gold Corp. (TSX &
NYSE MKT Equities: VGZ) ("Vista" or the "Corporation")
is advising warrant holders today that the second year exercise price of
US$4.00 per share for the warrants issued pursuant to the Corporation's October
2010 private placement (TSX: VGZ.WT.U) will expire at 4:30 p.m. (Vancouver
time) on October 22, 2012. After such time, the exercise price will
automatically increase to US$4.50 per share for the following one-year period.
The exercise prices and expiration dates were established as part of the
private placement of Special Warrants of the Corporation that closed on October
22, 2010. Upon receipt of shareholders' approval of the private placement
on December 15, 2010, each Special Warrant was automatically exercised, for no
additional consideration, for one Common Share of the Corporation and one Common
Share purchase warrant of the Corporation (a "Warrant").
Each Warrant is exercisable over a five-year period to purchase one Common
Share (a "Warrant Share") at a purchase price of US$3.50
during the first year, US$4.00 during the second year, US$4.50 during the third
year and US$5.00 thereafter until the expiry of the Warrants on October 22,
2015. If the closing price of the Common Shares on the NYSE MKT Equities
Stock Exchange is at least 35% above the current exercise price of the Warrants
for a period of 15 consecutive trading days, then Vista will have the option to
request that the Warrants be exercised. If the Warrants are not exercised
within 25 business days following such request, they will be canceled.
The Warrants are freely
tradable pursuant to a Registration Statement on Form S-3 (333-172826) which
the Corporation filed with the United States Securities and Exchange Commission
(the "Registration Statement").
Warrants held by persons
who purchased the Warrants on the Toronto Stock Exchange after May 5, 2011, may
be exercised pursuant to the Registration Statement and Warrant Shares received
upon such exercise will be free trading. A copy of the prospectus
contained in the Registration Statement is available on the SEC's website at: www.sec.gov or by contacting the Corporation at
(720) 981-1185.
Warrants held by original
purchasers in the October 22, 2010 private placement ("Original
Purchasers") or by persons who purchased such warrants from such
Original Purchasers on a private basis or prior to the effectiveness of the
Registration Statement on May 5, 2011 ("Subsequent Restricted
Purchasers"), may not be exercised by such Original Purchasers or such
Subsequent Restricted Purchasers and the Warrant Shares may not be issued upon
such exercise, unless the holder is outside the "United States" (as
defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act") and not exercising for the account or benefit of a
"U.S. person" (as defined in Regulation S under the U.S. Securities
Act) or person in the United States or there is an applicable exemption from
the registration requirements of the U.S. Securities Act and any applicable
securities laws of any state of the United States.
Original Purchasers that
remain "accredited investors" as defined in Rule 501(a) of Regulation
D under the U.S. Securities Act and represent to the Corporation on their
Warrant exercise form as such, may exercise the
Warrants on an exempt basis pursuant to the procedures set forth in the
Warrant. Subsequent Restricted Purchasers may not exercise the Warrants
unless they provide an opinion of counsel in form and substance reasonably
acceptable to the Corporation and its transfer agent to the effect that the
Warrants can be exercised and the Warrant Shares can be delivered pursuant to
an exemption from the U.S. Securities Act and in accordance with any applicable
securities laws of any state of the United States. Warrant Shares issued upon
exercise of the Warrants by such Original Purchasers or such Subsequent
Restricted Purchasers will be "restricted securities" within the meaning
of Rule 144, and can not be offered, sold, pledged or
otherwise transferred absent registration under the U.S. Securities Act or
pursuant to an exemption from such registration requirement and pursuant to any
applicable securities laws of any state of the United States, and will bear a
legend to such effect. Such Warrant Shares have been registered for
resale under the U.S. Securities Act by the Original Purchasers pursuant to the
Registration Statement. Original Purchasers and Subsequent Restricted Purchasers
of the Warrants or the Warrant Shares may not engage in hedging transactions
with regard to the Warrants or the Warrant Shares unless in compliance with the
U.S. Securities Act.
This news release does not
constitute an offer to sell or a solicitation of an offer to buy any of the
Warrants or the Warrant Shares. There shall be no sales of the Warrants
or the Warrant Shares in any jurisdiction in which such offer,
solicitation or sale would be unlawful.