Vista Gold Corp. Refreshes Shelf Registration Statement and At-the-Market Offering
June 29 2020 - 7:37PM
Vista Gold Corp. (NYSE American and TSX: VGZ) (“Vista” or the
“Company”) today announced that it has filed a $25 million Shelf
Registration Statement on Form S-3 (“Shelf Registration
Statement”) with the U.S. Securities and Exchange Commission
(“SEC”) (SEC File No. 333-239139) and amended its At-the-Market
Offering Agreement (“ATM Agreement”) with H.C. Wainwright & Co.
LLC (“Wainwright”).
The Shelf Registration Statement and ATM
Agreement are part of the Company’s ongoing business practice to
maintain financing flexibility without any incumbent obligation to
use either instrument.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy securities, nor will
there be any sale of the securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
The $25 million Shelf Registration Statement
became effective on June 24, 2020 and replaces the Company’s prior
$50 million shelf registration statement that was set to expire on
July 5, 2020. A parallel $25 million Preliminary Short Form Base
Shelf Prospectus was also filed in each of the provinces of Canada,
other than Quebec (the “Canadian Jurisdictions”), on June 22, 2020.
In order to qualify securities for distribution in the Canadian
Jurisdictions, a Final Short Form Base Shelf Prospectus must be
filed with, and a receipt received from, applicable Canadian
securities commissions.
In addition, on June 24, 2020 the Company
amended its current $10 million ATM Agreement with Wainwright to
incorporate certain representations and warranties of the Company
in relation to the filing of the new above referenced Shelf
Registration Statement, align transaction settlement dates with the
record date for certain dividend or distribution transactions, and
to remove the termination date of August 31, 2020. Going forward,
the ATM Agreement can be terminated by either Vista or Wainwright
upon proper notice under the terms of the ATM Agreement. No
securities will be offered in Canada under the ATM Agreement.
Please refer to the Company’s Form 8-K as filed with the SEC on
June 25, 2020.
The offering of common shares under the ATM
Agreement will be made by way of a prospectus supplement dated June
24, 2020 and filed with the SEC on June 25, 2020 (the “Prospectus
Supplement”) to the base prospectus contained in the Shelf
Registration Statement (File No. 333-239139), which became
effective June 24, 2020. The Prospectus Supplement and the base
prospectus have been filed with the SEC and is, together with the
related Shelf Registration Statement, available on the SEC’s
website at www.sec.gov. Alternatively, Wainwright will provide
copies of these documents upon request by contacting H.C.
Wainwright & Co., LLC, 430 Park Avenue, 4th Floor, New York, NY
10022 at atm@hcwco.com.
All dollar amounts in this press release are in
U.S. dollars.
About Vista Gold Corp.
The Company is a gold project developer. The
Company’s flagship asset is the Mt Todd gold project in Northern
Territory, Australia. Mt Todd is the largest undeveloped gold
project in Australia and if developed as presently designed, would
potentially be Australia’s 6th largest gold producer on an annual
basis.
For further information about Vista or the Mt
Todd Gold Project, please contact Pamela Solly, Vice President of
Investor Relations, 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, including such things as our
expectation that we may use the ATM Agreement, use of proceeds from
the ATM Agreement, the flexibility in financing opportunities
provided by the Shelf Registration Statement and the ATM Agreement,
the future filing of the a final base shelf prospectus in all
provinces in Canada, other than Quebec, and our intent to
seek development of Mt Todd to potentially be Australia’s 6th
largest gold producer 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:
our discussions with Prime Mining, our reliance that Prime Mining
will be able to raise funds to finance its business plans; our
approved business plans, exploration and assay results, results of
our test work for process area improvements, mineral resource and
reserve estimates and results of preliminary economic assessments,
prefeasibility studies and feasibility studies on our projects, if
any, our experience with regulators, and positive changes to
current economic conditions and the price of gold. 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 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; uncertainty
as to the results of bulk metallurgical test work; and uncertainty
as to completion of critical milestones for Mt Todd; 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 February 26, 2020 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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