DENVER, Feb. 25, 2015 /PRNewswire/ -- Vista Gold
Corp. (TSX & NYSE MKT: VGZ) ("Vista" or the "Company") today
announced that it executed an agency agreement with an agent (the
"Agent") and Vista's wholly owned subsidiary, Vista Gold U.S. Inc.
("Vista US"), under which the Agent has arranged to sell up to
8,000,000 common shares of Midas Gold Corp. ("Midas") held by Vista
US (the "Midas Shares") at a price of Cdn$0.46 per Midas Share for aggregate gross
proceeds of up to Cdn$3,680,000 (the
"Sale"). A portion of the Midas Shares may be sold pursuant to a
finder's agreement between Vista US and a finder (the "Finder") on
the same offering terms. In consideration for the services to
be provided by the Agent, and if applicable, the Finder, in
connection with sale of the Midas Shares, the Agent or the Finder
(as applicable) will receive a cash fee equal to 4% of the gross
proceeds from the sale of the Midas Shares.
Vista and Vista US have agreed that following the closing of the
Sale, they will not sell any of their remaining shares of Midas for
a period of 6 months following closing.
Vista currently holds, directly and indirectly through Vista US,
an aggregate of 15,802,615 common shares of Midas, representing
11.2% of the outstanding common share of Midas. Following the
sale of the Midas Shares, Vista's holding would be reduced to
7,802,615 common shares of Midas, representing 5.5% of the
outstanding common shares of Midas.
The securities described herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or the securities laws of any
state of the United States and may
not be offered or sold absent such registration or pursuant to an
exemption from such registration requirements. This press
release does not constitute an offer to sell or the solicitation of
an offer to buy any of the securities described herein in
the United States.
About Vista Gold Corp.
Vista's principal asset is its
flagship Mt Todd gold project in Northern Territory,
Australia. Upon completion of the Sale we will also hold 5.5%
of the outstanding common shares of Midas, non-core projects in
Mexico and the United States and royalty interests in
projects in Bolivia and
Indonesia. For more information about our projects, including
technical studies and resource estimates, please visit our website
at www.vistagold.com.
For further information, please contact Connie Martinez at (720) 981-1185.
Forward Looking Statements
This press release contains
forward-looking statements within the meaning of the U.S.
Securities Act of 1933, as amended, and U.S. Securities Exchange
Act of 1934, as amended, and forward-looking information within the
meaning of Canadian securities laws. All statements, other
than statements of historical facts, included in this press release
that address activities, events or developments that we expect or
anticipate will or may occur in the future include completion of
the sale of all or a portion of the Midas Shares, the gross
proceeds that Vista may raise through the sale of the Midas Shares,
the number of common shares of Midas that Vista would hold upon the
completion of the sale of all of the Midas Shares and the interest
in Midas that holding represents and other such matters are
forward-looking statements and forward-looking information The
material factors and assumptions used to develop the
forward-looking statements and forward-looking information
contained in this press release include the following: permitting
conditions in Mexico, compliance
by our partners of their contractual obligations, track record and
ability of our partners, our approved business plans, exploration
and assay results, mineral resource and reserve estimates and
results of preliminary economic assessments, pre-feasibility
studies and feasibility studies on our projects, if any. When
used in this press release, the words "optimistic," "potential,"
"indicate," "expect," "intend," "hopes," "believe," "may," "will,"
"if," "anticipate," and similar expressions are intended to
identify forward-looking statements and forward-looking
information. These statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such statements. Such
factors include, among others, uncertainty of the completion and
size of the Sale, risks associated with market conditions, resource
and reserve estimates, uncertainty as to the Company's future
operating costs and ability to raise capital; risks relating to
cost increases for capital and operating costs; risks of shortages
and fluctuating costs of equipment or supplies; risks relating to
fluctuations in the price of gold; the inherently hazardous nature
of mining-related activities; potential effects on our operations
of environmental regulations in the countries in which it operates;
risks due to legal proceedings; risks relating to political and
economic instability in certain countries in which it operates;
risks related to our partners and the geopolitical environment in
which they carry on business; as well as those factors discussed
under the headings "Note Regarding Forward-Looking Statements" and
"Risk Factors" in the Company's latest Annual Report on Form 10-K
as filed on March 17, 2014 and other
documents filed with the U.S. Securities and Exchange Commission
and Canadian securities regulatory authorities. Although we
have attempted to identify important factors that could cause
actual results to differ materially from those described in
forward-looking statements and forward-looking information, there
may be other factors that cause results not to be as anticipated,
estimated or intended. Except as required by law, we assume
no obligation to publicly update any forward-looking statements or
forward-looking information; whether as a result of new
information, future events or otherwise.
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SOURCE Vista Gold Corp.