Vista Gold and Allied Nevada Announce Closing of Arrangement
10 Maggio 2007 - 4:59PM
PR Newswire (US)
DENVER, May 10 /PRNewswire-FirstCall/ -- Vista Gold Corp.
(AMEX:VGZ) Toronto ("Vista") and Allied Nevada Gold Corp.
(AMEX:ANV) Toronto ("Allied Nevada") announce that the previously
announced plan of arrangement involving Vista, Allied Nevada and
Carl and Janet Pescio (the "Arrangement") closed today. The
transaction resulted in the acquisition by Allied Nevada of Vista's
Nevada properties and the Nevada mineral assets of Carl and Janet
Pescio. Of the 38,933,055 shares of common stock ("Allied Nevada
Shares") issued by Allied Nevada as part of the transaction,
12,000,000 were issued to Carl and Janet Pescio as partial
consideration for the acquisition of their Nevada mineral assets
and 26,933,055 were issued to Vista in accordance with the
Arrangement. Of the 26,933,055 Allied Nevada Shares issued to
Vista, 25,403,207 shares will be available for distribution to
shareholders of Vista, subject to applicable withholding taxes (as
described in the management information and proxy circular of Vista
dated October 11, 2006) and after Vista retains approximately 1.5
million shares to facilitate the payment of any taxes payable by
Vista in respect of the Arrangement. Accordingly, for each existing
share of Vista that a shareholder owned immediately prior to the
effective time of the Arrangement, they will receive, subject to
applicable withholding taxes (a) one new share of Vista, (b) 0.794
of an Allied Nevada Share, and (c) any payment they are entitled to
receive in lieu of a fractional share of Allied Nevada. Mike
Richings, President and CEO of Vista, said, "We are pleased to have
completed this transaction which will result in Vista and its
shareholders owning 70% of a new Nevada gold mining company --
Allied Nevada Gold Corp. Vista has created Allied Nevada as a
platform for a major new Nevada-focused mining company with a large
land package, a pipeline of development projects and the Hycroft
mine which is positioned for early resumption of gold production.
We have assembled in Allied Nevada an excellent management team led
by CEO Scott Caldwell and a board of directors chaired by Robert
Buchan. Vista believes that it has provided sufficient working
capital to launch the new company on a path to provide Vista
shareholders with additional value and an investment in a well-run
company with exposure to what many believe is one of the best
locations in the world to explore, develop and mine for gold.
Following the closing, Vista expects that it will continue to
provide its shareholders with excellent leverage to the gold price
through its remaining seven gold projects. During the next year,
Vista plans to advance the Paredones Amarillos project to a
production decision and to continue to develop our other advanced
projects including Mt Todd, Yellow Pine and Awak Mas. We also
continue to look for ways to add to our existing gold resource
base." "Allied Nevada was formed by combining the exciting land
packages assembled by Vista and Carl Pescio. Allied Nevada
shareholders will benefit from the vision of Mike Richings and the
rest of Vista's Board of Directors and management, and Carl
Pescio's talent for identifying and acquiring exploration
properties in Nevada," said Scott Caldwell, President and CEO of
Allied Nevada. "With these exciting assets, a strong board of
directors and a seasoned management team, I am confident that
Allied Nevada will be successful in rewarding our shareholders for
their commitment to the company." About Vista Gold Corp. Since
2001, Vista has acquired a number of discovered gold projects with
the expectation that higher gold prices would significantly
increase their value. As gold prices have risen, Vista has
completed various preliminary evaluations that have confirmed that
some of the projects would be potentially viable operations at
today's gold prices. Currently, Vista is undertaking technical
programs to bring the most advanced projects to the point where
decisions can be made to put these projects into production, either
by Vista, or through sale or joint venture to other mining
companies. The Company's holdings include the Paredones Amarillos
and Guadalupe de los Reyes Projects in Mexico, Mt Todd Project in
Australia, Yellow Pine Project in Idaho, Awak Mas Project in
Indonesia, Long Valley Project in California, and the Amayapampa
Project in Bolivia. About Allied Nevada Gold Corp. Allied Nevada
has a large land position in Nevada, providing a strong platform
from which to aggressively pursue growth opportunities. Allied
Nevada has more than 250 square miles of exploration and
development properties, located in some of the most prolific gold
mining trends in the State of Nevada. Allied Nevada plans to focus
in the short term on three main fronts: 1. Exploration at the
Hycroft mine on oxide and sulphide targets 2. Reopening the Hycroft
mine 3. A comprehensive review of its current exploration portfolio
to identify further opportunities to increase shareholder value.
Allied Nevada's seasoned executive team is committed to the goal of
maximizing the value of the company and rewarding shareholders for
their confidence in the Allied Nevada business model. The executive
team that has been assembled includes: Scott Caldwell, President
and Chief Executive Officer, is a mining engineer with more than 30
years of experience in the mining industry. Scott was most recently
the Chief Operating Officer of Kinross Gold Corporation and has
extensive experience in Nevada and internationally. Hal Kirby, Vice
President and Chief Financial Officer, is a certified public
accountant with more than 15 years of experience in the mining
industry. Hal was most recently the Vice President and Controller
of Kinross Gold Corporation. Mike Doyle, Vice President of
Technical Services, is a geologist with more than 30 years of
experience in the mining industry. Mike was previously the Vice
President of Operations for Kinross Gold Corporation and prior to
that was the Vice President and General Manager of the Round
Mountain gold mine in Nevada. Allied Nevada's board of directors is
chaired by Robert Buchan and includes executives with experience in
legal, accounting, investment banking, exploration and operations.
For additional information on Allied Nevada, please refer to the
company's public filings available at http://www.sedar.com/ and
http://www.sec.gov/edgar.html. Allied Nevada is currently
developing a website, which it expects to launch shortly.
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 or Allied Nevada 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. 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; and uncertainty of
being able to raise capital on favorable terms or at all; as well
as those factors discussed in Vista's latest Annual Report on Form
10-K and Quarterly Report on Form 10-Q, on Allied Nevada's Annual
Report on Form 10-K, and other documents filed with the U.S.
Securities and Exchange Commission. Although Vista and Allied
Nevada each 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 and Allied Nevada assume no
obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.
For further information on Vista, please contact Gregory G. Marlier
at (720) 981-1185, or visit the Vista Gold Corp. website at
http://www.vistagold.com/. For further information on Allied
Nevada, please contact Hal Kirby or Scott Caldwell at (775)
358-4455. DATASOURCE: Vista Gold Corp. CONTACT: Gregory G. Marlier
of Vista Gold Corp., +1-720-981-1185; or Hal Kirby or Scott
Caldwell, both of Allied Nevada, +1-775-358-4455 Web site:
http://www.vistagold.com/
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