DENVER, Oct. 23 /CNW/ -- Vista Gold Corp. (Amex: VGZ; TSX) announced
today that on October 17, 2006, the Corporation obtained an interim order from
the Supreme Court of the Yukon Territory in connection with the holding of a
meeting of securityholders of the Corporation to approve matters related to
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"), that will concurrently
acquire the Nevada mineral assets of Carl and Janet Pescio.
The proposed transaction will be considered by holders of shares, options
and warrants of the Corporation at the special meeting of the Corporation
scheduled for November 16, 2006 (previously scheduled for November 15, 2006).
The Information and Proxy Circular relating to the special meeting was
delivered to securityholders on October 20, 2006. A copy of the materials
delivered to securityholders is available on SEDAR at www.sedar.com and on
EDGAR at www.sec.gov/edgar.shtml.
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. Holders of options to acquire Vista
common shares will exchange their options for options to acquire new common
shares of Vista and options to acquire common shares of Allied Nevada. Holders
of warrants of Vista will have their warrants adjusted in accordance with the
terms of the warrants.
Completion of the transaction remains subject to a number of conditions,
including receipt of all required court, securityholder, regulatory and third
party approvals and other customary conditions. Subject to receipt of the
required approvals and conditions, the transaction is expected to close in
late November or in December, 2006.
Vista Gold Corp., 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. The Corporation'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.
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Forward-Looking Statements
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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 or 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.
