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Vista Gold Corp. Announces Spin-Off of Its Nevada Assets and Concurrent Acquisition of Nevada Assets Held by the Pescio Group
Vista Gold Corp. Announces Spin-Off of Its Nevada Assets and Concurrent Acquisition of Nevada Assets Held by the Pescio Group.
About this update from Vista Gold Corp
[{"type":"text","content":"\n\n\n\n\nDENVER, July 10 /CNW/ -- Vista Gold Corp.\n(Amex: VGZ; Toronto) is pleased to announce that it has entered into a binding\nletter of intent with Carl and Janet Pescio, Greg Hryhorchuk and Robert\nLipsett (together, the \"Pescio Group\"), pursuant to which, Vista will spin off\nits existing Nevada properties into a new publicly-listed company (\"Newco\")\nthat will, concurrently with the spin-off, acquire the Nevada mining\nproperties of the Pescio Group. The transaction will be completed by way of a\ncourt-approved plan of arrangement under the Business Corporations Act\n(Yukon). Vista management believes that the combined properties of Vista and\nthe Pescio Group would represent one of the largest exploration packages ever\nassembled in Nevada with approximately 190,000 acres of prospective patented\nand unpatented mining claims. The transaction is subject to, among other\nthings, court, shareholder and regulatory approvals.\n\nDetails of the Transaction\nUnder the transaction, Vista's shareholders will exchange their current\ncommon shares of Vista for common shares of Newco and new common shares of\nVista. The effect of the transaction on existing outstanding options and\nwarrants to acquire shares of Vista will be described in the information\ncircular for the special meeting of shareholders to approve the transaction.\nCompletion of the transaction is subject to a number of conditions\nincluding: (a) completion of due diligence by all parties; (b) the execution\nand delivery of a definitive agreement by all parties; (c) receipt of all\nrequired court, shareholder, regulatory and third party approvals; (d) receipt\nof approval by the board of directors of Vista and its independent committee;\nand (e) certain other customary conditions. In addition, in order to fund the\ncash consideration to the Pescio Group (as described below) and its ongoing\nbusiness, it is anticipated that Newco will raise at least US$40 million\nthrough a private placement equity financing which will close concurrently\nwith the completion of the transaction described above.\nUnder the terms of the proposed transaction, approximately 60% of the\ntotal consideration payable by Newco in respect of the asset acquisitions\nwould be paid to Vista or its security holders and approximately 40% would be\npaid to the Pescio Group. The consideration pa...