Here is the link to the PR announcing the spin off.
vistagold.com
Vista Gold Corp. Announces Spin-Off of its Nevada Assets and Concurrent Acquisition of Nevada Assets Held by the Pescio Group
Denver, Colorado July 10, 2006 – Vista Gold Corp. (TSX & AMEX: VGZ) is pleased to announce that it has entered into a binding letter of intent with Carl and Janet Pescio, Greg Hryhorchuk and Robert Lipsett (together, the “Pescio Group”), pursuant to which, Vista will spin off its existing Nevada properties into a new publicly-listed company (“Newco”) that will, concurrently with the spin-off, acquire the Nevada mining properties of the Pescio Group. The transaction will be completed by way of a court-approved plan of arrangement under the Business Corporations Act (Yukon). Vista management believes that the combined properties of Vista and the Pescio Group would represent one of the largest exploration packages ever assembled in Nevada with approximately 190,000 acres of prospective patented and unpatented mining claims. The transaction is subject to, among other things, court, shareholder and regulatory approvals.
Details of the Transaction
Under the transaction, Vista’s shareholders will exchange their current common shares of Vista for common shares of Newco and new common shares of Vista. The effect of the transaction on existing outstanding options and warrants to acquire shares of Vista will be described in the information circular for the special meeting of shareholders to approve the transaction.
Completion of the transaction is subject to a number of conditions including: (a) completion of due diligence by all parties; (b) the execution and delivery of a definitive agreement by all parties; (c) receipt of all required court, shareholder, regulatory and third party approvals; (d) receipt of approval by the board of directors of Vista and its independent committee; and (e) certain other customary conditions. In addition, in order to fund the cash consideration to the Pescio Group (as described below) and its ongoing business, it is anticipated that Newco will raise at least US$40 million through a private placement equity financing which will close concurrently with the completion of the transaction described above.
Under the terms of the proposed transaction, approximately 60% of the total consideration payable by Newco in respect of the asset acquisitions would be paid to Vista or its security holders and approximately 40% would be paid to the Pescio Group. The consideration payable to Vista and its security holders will consist of securities of Newco. The consideration payable to the Pescio Group will consist of shares of Newco and US$15 million in cash. Vista has retained Sprott Securities Inc. of Toronto, Ontario, an independent investment banking firm, to provide it with a fairness opinion in respect of the proposed transaction.
The parties are working towards completing a definitive agreement after which, Vista expects to deliver to shareholders an information circular, which will fully describe the proposed transaction, in connection with a special meeting of shareholders which will be held to approve the transaction. If all conditions are satisfied or waived, the parties expect closing of the transaction to occur by mid September 2006. |
