DENVER, Nov. 22, 2017 /PRNewswire/ -- Vista Gold Corp.
(TSX & NYSE American: VGZ) ("Vista" or the "Company") today
announced that it has entered into an At-the-Market Offering
Agreement (the "ATM Agreement") with H.C.
Wainwright & Co., LLC ("Wainwright") as sales
manager. Under the terms of the ATM Agreement, the Company
will be entitled to sell, at its sole discretion and from time to
time as it may choose, common shares in the capital of the Company
("Shares") through Wainwright, with such sales having an aggregate
gross sales value of up to US$10.0
million (the "Offering"). The ATM Agreement will
remain in full force and effect until the earlier of August 31, 2020, or the date that the ATM
Agreement is terminated in accordance with the terms
therein.
Sales of Shares, if any, will be made through distributions
directly on the NYSE American LLC or other established United States trading market. Under the
Offering, no offers or sales of Shares will be made in Canada, including through the Toronto Stock
Exchange (the "TSX") or other trading markets in Canada. The
Shares will be distributed at the market prices prevailing at the
time of sale. As a result, prices of Shares sold under the
Offering, if any, may vary between purchasers and
distributions.
The Offering will be made by way of a prospectus supplement
dated November 22, 2017 (the
"Prospectus Supplement") to the base prospectus contained in the
Company's existing U.S. shelf registration statement on Form S-3
(File No. 333-218979) (the "Registration Statement"), which became
effective July 5, 2017. The
Prospectus Supplement and the base prospectus have been filed with
the United States Securities and Exchange Commission (the "SEC")
and is, together with the related Registration Statement, available
on the SEC's website at www.sec.gov. Alternatively,
Wainwright will provide copies of these documents upon request by
contacting H.C. Wainwright &
Co., LLC, 430 Park Avenue, 4th Floor, New
York, NY 10022 at atm@hcwco.com.
The Company believes that its existing working capital, coupled
with potential future sources of non-dilutive financing will be
sufficient to cover its fixed costs and project activities,
including permitting and completion of the PFS update, for several
years. This ATM Agreement is a low-cost means of providing
additional balance sheet flexibility; however, the Company is under
no obligation to exercise its right to sell Shares under the ATM
Agreement. If market conditions improve significantly and
Shares are sold, Vista intends to use the net proceeds for general
corporate and working capital purposes.
The Company will pay Wainwright a commission equal to 2.0% of
the gross sales price from sales, if any, of the Shares sold under
the Offering.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities, nor will there be any
sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About Vista Gold Corp.
The Company is a well-funded gold project developer. Our
principal asset is our flagship Mt Todd gold project in Northern
Territory, Australia. Mt Todd is one of the largest known
undeveloped gold projects in Australia.
For further information, please contact Connie Martinez at (720) 981-1185.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the U.S. Securities Act of 1933, as amended, and
U.S. Securities Exchange Act of 1934, as amended, and
forward-looking information within the meaning of Canadian
securities laws. All statements, other than statements of
historical facts, included in this press release that address
activities, events or developments that we expect or anticipate
will or may occur in the future, including such things as our
belief that our existing working capital, coupled with potential
future sources of non-dilutive financing will be sufficient to
cover our fixed costs and project activities, including permitting
and completion of the PFS update, for several years; if market
conditions improve significantly and Shares are sold, our intent to
use the net proceeds for general corporate and working capital
purposes, are forward-looking statements and forward-looking
information. The material factors and assumptions used to develop
the forward-looking statements and forward-looking information
contained in this press release include the following: our approved
business plans, mineral resource and reserve estimates and results
of preliminary economic assessments, prefeasibility studies and
feasibility studies on our projects, if any, our experience with
regulators, and positive changes to current economic conditions and
the price of gold. When used in this press release, the words
"optimistic," "potential," "indicate," "expect," "intend," "hopes,"
"believe," "may," "will," "if," "anticipate," and similar
expressions are intended to identify forward-looking statements and
forward-looking information. These statements involve known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company to
be materially different from any future results, performance or
achievements expressed or implied by such statements. Such
factors include, among others, uncertainty of resource and reserve
estimates, uncertainty as to the Company's future operating costs
and ability to raise capital; risks relating to cost increases for
capital and operating costs; risks of shortages and fluctuating
costs of equipment or supplies; risks relating to fluctuations in
the price of gold; the inherently hazardous nature of
mining-related activities; potential effects on our operations of
environmental regulations in the countries in which it operates;
risks due to legal proceedings; risks relating to political and
economic instability in certain countries in which it operates;
uncertainty as to the results of bulk metallurgical test work; and
uncertainty as to completion of critical milestones for Mt Todd; as
well as those factors discussed under the headings "Note Regarding
Forward-Looking Statements" and "Risk Factors" in the Company's
latest Annual Report on Form 10-K as filed on February 22, 2017 and other documents filed with
the U.S. Securities and Exchange Commission and Canadian securities
regulatory authorities. Although we have attempted to
identify important factors that could cause actual results to
differ materially from those described in forward-looking
statements and forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. Except as required by law, we assume no obligation
to publicly update any forward-looking statements or
forward-looking information; whether as a result of new
information, future events or otherwise.
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SOURCE Vista Gold Corp.