DENVER, Nov. 16 /CNW/ -- Vista Gold Corp. (Amex: VGZ; TSX) ("Vista")
announced today that its shareholders, optionholders and warrantholders
(collectively, "Securityholders") have voted to approve the previously
announced transaction which, if completed, will result in Vista transferring
its existing Nevada properties into a recently incorporated company, Allied
Nevada Gold Corp. ("Allied Nevada"), which will concurrently acquire the
Nevada mineral assets of Carl and Janet Pescio. Under the proposed
transaction, Vista's shareholders will exchange their existing common shares
of Vista and will receive new common shares of Vista and common shares of
Allied Nevada. Vista's optionholders will exchange their options for options
to acquire new common shares of Vista and options to acquire common shares of
Allied Nevada. Finally, Vista's warrantholders will have their warrants
adjusted in accordance with the terms of the warrants. Vista believes that the
current market price of its common shares does not adequately reflect the
underlying value of its Nevada properties. By transferring its Nevada
properties to Allied Nevada and combining them with the Nevada-based assets of
the Pescios to create a single, Nevada-focused gold company, Vista believes
that its shareholders will be more likely to realize the value of those
underlying assets over time.
The total number of common shares of Allied Nevada available for
distribution to Vista's shareholders cannot be determined until immediately
prior to the effective time of the proposed transaction. As disclosed in the
information circular previously delivered to Securityholders, the number of
Allied Nevada shares available for distribution will be 27,500,000 (out of a
total of 39,500,000 common shares of Allied Nevada expected to be issued at
closing), less the number of common shares: (a) issuable to current holders of
Vista options upon the exercise of Allied Nevada options issued to them under
the Arrangement; and (b) withheld by Vista to facilitate payment of taxes
payable by Vista as a result of the completion of the transaction.
Shareholders should refer to page 30 of the information circular under the
heading "Treatment of Vista Shares" for more information on how these amounts
will be calculated, including a sample calculation of these amounts making
certain assumptions about the value of the Vista common shares, the Allied
Nevada common shares and the U.S./Canadian exchange rate at the relevant time.
Vista will confirm the actual number of Allied Nevada shares to be distributed
to Vista shareholders in a press release to be issued in connection with the
completion of the transaction.
At a special meeting held earlier today, the transaction was approved by
the required majorities: (a) 89.29% of the votes cast by all Securityholders;
and (b) 93.42% of votes cast solely by Vista's shareholders. The votes of
holders of options and warrants were included in the vote of the
Securityholders and no separate class vote was conducted for those holders.
Nonetheless, 100% of votes cast by Vista's optionholders voted in favour of
the transaction and 51.13% of the votes cast by Vista's warrantholders voted
against the transaction.
Completion of the transaction remains subject to a number of conditions,
including approval of the Supreme Court of the Yukon Territory. An
application for court approval is scheduled to be heard by the Supreme Court
of the Yukon Territory on November 20, 2006 at 1:30 p.m. (local time in
Whitehorse). Vista currently expects the transaction to close in December
2006.
Letters of Transmittal were mailed to registered shareholders of Vista on
or about October 20, 2006. If you are a registered shareholder and have not
received a Letter of Transmittal, please contact Computershare Investor
Services Inc. at 1-866-249-7775 to obtain a Letter of Transmittal. Copies are
also available on the Internet at www.sedar.com. Completed Letters of
Transmittal, along with certificates representing your existing Vista shares,
must be submitted in accordance with the instructions in the Letter of
Transmittal in order to ensure you receive the securities you are entitled to
receive under the transaction.
If you are a non-registered shareholder of Vista, you will likely not
have received a Letter of Transmittal. You should contact your broker or
other financial intermediary through whom your common shares of Vista are held
as soon as possible to discuss what documentation must be completed and what
other steps are required to be taken in order to ensure you receive the
securities you are entitled to receive under the transaction.
<<
About Vista
>>
Vista, based in Littleton, Colorado, evaluates and acquires gold projects
with defined gold resources. Additional exploration and technical studies are
undertaken to maximize the value of the projects for eventual development.
Vista's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three
Hills, Wildcat projects, the F.W. Lewis, Inc. properties and the Hycroft mine,
all in Nevada, the Long Valley project in California, the Yellow Pine project
in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in
Mexico, the Amayapampa project in Bolivia, the Awak Mas project in Indonesia,
and the Mt. Todd project in Australia.
<<
Forward-Looking Statements
>>
This press release contains forward-looking statements within the meaning
of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934.
All statements, other than statements of historical facts, included in this
press release that address activities, events or developments that Vista
expects or anticipates will or may occur in the future, including such things
as future business strategy, competitive strengths, goals, expansion and
growth of Vista's or Allied Nevada's businesses, operations, plans and other
such matters are forward-looking statements. When used in this press release,
the words "estimate", "plan", "anticipate", "expect", "intend", "believe" and
similar expressions are intended to identify forward-looking statements. The
statements made in this press release about the anticipated impact the
contemplated transaction described herein may have on the operations of Vista
or Allied Nevada, as well as the benefits expected to result from the
contemplated transaction, are forward-looking statements. These statements
involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of Vista and Allied
Nevada, including anticipated consequences of the contemplated transaction
described herein, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, risks that Vista's or Allied
Nevada's acquisition, exploration and property advancement efforts will not be
successful; risks relating to fluctuations in the price of gold; the
inherently hazardous nature of mining-related activities; uncertainties
concerning reserve and resource estimates; potential effects on Vista's or
Allied Nevada's operations of environmental regulations in the countries in
which they operate; risks due to legal proceedings; uncertainty of being able
to raise capital on favorable terms or at all; and risks that may affect
Vista's ability to complete the contemplated transaction described herein
including risks that Vista may be unable to obtain required securityholder,
court of third party approvals; as well as those factors discussed in Vista's
latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other
documents filed with the U.S. Securities and Exchange Commission. Although
Vista has attempted to identify important factors that could cause actual
results to differ materially from those described in forward-looking
statements, there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that such
statements will prove to be accurate as actual results and future events could
differ materially from those anticipated in such statements. Vista assumes no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise.
For further information, please contact Gregory G. Marlier at (720)
981-1185, or visit the Vista Gold Corp. website at www.vistagold.com
