Vista Gold dumps Nevada Properties!
Vista Announces Results of Securityholders' Votes Relating to Proposed Arrangement
11/16/2006
DENVER, Nov. 16, 2006 (Canada NewsWire via COMTEX News Network) --
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.
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About Vista
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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.
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