Vista Gold Corp. Announces Proposed US$32 Million Brokered Private Placement

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[{"type":"text","content":"\n\n\n\nDENVER, Feb. 12 /CNW/ -- Vista Gold Corp. ("Vista" or the "Corporation")\n(Amex: VGZ; TSX: VGZ) announces that the Corporation intends to offer up to\nUS$32 million in aggregate principal amount of senior secured convertible\nnotes (the "Notes") pursuant to a brokered private placement, subject to\ncertain conditions, including approval of the American Stock Exchange ("AMEX")\nand the Toronto Stock Exchange. The Notes will be convertible into common\nshares of the Corporation at any time at the option of the holder at a\nconversion price of US$6.00 per share, subject to adjustment in certain\ncircumstances, including if the Corporation's common shares are trading on the\nAMEX at less than US$5.00 on the first anniversary of the date of issuance of\nthe Notes, or if the Corporation issues common shares, or securities\nconvertible into common shares, at a price of less than US$6.00 during the\nterm of the Notes, subject to a minimum conversion price of US$4.80.\n\n\nThe Notes will bear interest from the date of issuance at a rate of 10%\nper annum (calculated and payable semi-annually in arrears) and will mature 3\nyears from the date of issuance (or on the earlier occurrence of an event of\ndefault). The Corporation's obligations under the Notes will be guaranteed by\nthe Corporation's Mexican operating subsidiary, Minera Paredones Amarillos\nS.A. de C.V., and the guarantee will be secured by the personal property and\nreal property associated with the Paredones Amarillos gold project.\n\n\nThe Corporation can prepay the outstanding principal and accrued interest\nat any time after 1 year from the date the Notes are issued, upon payment of\none year's additional interest.\n\n\nThe Corporation will use the net proceeds of the offering of the Notes to\nfinance the previously announced purchase of gold processing equipment to be\nused at the Paredones Amarillos gold project and to fund ongoing operations at\nthe Paredones Amarillos gold project.\n\n\nThe Corporation has agreed to pay to the agent (the "Agent") in respect\nof the offering of the Notes an agent's fee equal to 4% of the gross proceeds\nof the offering and to issue the number of common share purchase warrants\nequal to 4% of number of common shares issuable upon the conversion of the\nNotes sold in the offering, ...

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