SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
VISTA GOLD CORP.
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(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by
/ / Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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VISTA GOLD CORP.
NOTICE OF MEETING
AND
MANAGEMENT INFORMATION
AND PROXY CIRCULAR
for the
Special General Meeting
to be held on
Thursday, February 27, 2003
The Notice of Meeting, the Management Information and Proxy Circular, the form
of proxy and notes thereto for the Meeting, and the reply card are first being
sent to shareholders of the Corporation on or about January 31, 2003.
[LETTERHEAD]
January [24], 2003
Dear Shareholder:
It is my pleasure to invite you to attend a Special General Shareholders'
meeting to be held on Thursday, February 27, 2003 at 10:00 a.m., Vancouver time,
at Suite 1200, 200 Burrard Street, Vancouver, British Columbia, Canada. If you
are unable to attend this meeting in person, please complete, date, sign and
return the enclosed form of proxy to ensure that your vote is counted.
The Notice of Meeting, Management Information and Proxy Circular and forms of
proxy are enclosed. These documents contain important information and I would
encourage you to read them carefully. You are being asked to consider and
approve a private placement of special warrants by the Corporation.
MANAGEMENT AND THE BOARD OF DIRECTORS STRONGLY URGE YOU TO VOTE IN FAVOUR OF THE
RESOLUTION APPROVING THIS TRANSACTION.
Before I explain why it is important that you approve this resolution, I think a
brief review of the Corporation's recent history will provide useful context.
When I addressed you last year at this time, in anticipation of our 2002
shareholders' meeting, I asked you to approve, among other things, a
U.S.$3.8 million private placement financing which involved the sale of units
for U.S.$1.026 each. This financing ensured that the Corporation remained
viable. In addition, through 2002 this capital enabled us to develop and execute
a strategy wherein we began to build a portfolio of credible gold
projects -- several of these projects represent potential gold mines at today's
gold prices. The gold resources controlled by the Corporation expanded from
1.7 million ounces at the beginning of 2002 to more than 5.2 million ounces at
the end of 2002. We did not produce gold in commercial quantities from any of
our gold projects in 2002. The Corporation must, therefore, acquire capital from
the equity markets. In addition to the U.S.$3.8 million private placement I
referred to earlier, we completed a U.S.$2.3 million private placement in
December 2002.
A company's stock price performance is a good test of the success of its
strategy. Through 2002, the Corporation's stock price appreciated 240%; this was
better than performance in the gold sector generally, as measured by both the
American Stock Exchange index of unhedged gold producers (ticker symbol "HUI")
and the Philadelphia exchange gold index (ticker symbol "XAU). Our performance
was better than the gold sector because we did not deplete our gold resources,
thus creating the opportunity for the stock price to magnify, or leverage,
changes in the gold price. For example, while our stock price rose 240%, the
gold price increased about 25%. We hope to build on this success through 2003 by
continuing the strategies introduced in 2002.
While we are optimistic about our ability to continue to acquire credible
projects at reasonable prices, we recognize that the rising gold price is
affecting both the availability and the price of gold projects. Our experience
tells us that gold project acquisitions will influence the degree of leverage to
the gold price that
our stock can realize. We therefore believe it is important to move aggressively
and quickly to expand the Corporation's portfolio of gold properties, while good
projects are still available at reasonable prices.
To provide us with the funds to implement this strategy, in December 2002 we
negotiated a private placement of special warrants which will provide us with
gross proceeds of up to approximately U.S.$3.4 million. The details of this
transaction are described in the attached information circular. We expect to
complete this transaction in late January or early February 2003; however, the
gross proceeds raised by the issuance of the special warrants will be placed in
escrow pending shareholder approval of the transaction. If shareholders approve
the transaction, the escrowed proceeds will be released to the Corporation. IF
SHAREHOLDERS DO NOT APPROVE THE TRANSACTION, THE PROCEEDS WILL BE RETURNED TO
INVESTORS.
MANAGEMENT AND THE BOARD OF DIRECTORS STRONGLY URGE YOU TO VOTE FOR THE
RESOLUTION APPROVING THIS TRANSACTION.
During 2002 while Vista's stock price rose 240%, our market capitalization
increased an impressive 708%, reflecting our growing resource base and the
rising gold price. With your support of this resolution, we can advance our
acquisition and growth strategy; with an expanding portfolio of gold resources,
Vista will continue to evolve as the premier company offering a "call option" on
gold.
Yours truly,
(Signed) RONALD J. MCGREGOR
President and
Chief Executive Officer
VISTA GOLD CORP.
NOTICE OF MEETING
NOTICE IS HEREBY GIVEN THAT a special general meeting (the "Meeting") of the
shareholders of Vista Gold Corp. (the "Corporation") will be held at the offices
of Borden Ladner Gervais LLP, Suite 1200, 200 Burrard Street, Vancouver, British
Columbia on Thursday, February 27, 2003, at 10:00 a.m., Vancouver time, for the
following purposes:
1. to consider and approve an ordinary resolution authorizing the directors
of the Corporation to issue 1,400,000 special warrants at a price of
U.S.$2.43 per special warrant which, subject to certain conditions
including the approval of shareholders at the Meeting, are convertible
into or exercisable to acquire a total of 1,400,000 common shares of the
Corporation and common share purchase warrants to acquire a total of
1,400,000 common shares of the Corporation, the full text of which
resolution is set out in Schedule "A" to the attached Management
Information and Proxy Circular and is incorporated herein by reference;
and
2. to transact such other business as may properly come before the Meeting
or any adjournment or adjournments thereof.
Accompanying this Notice of Meeting are (i) a Management Information and Proxy
Circular, (ii) a form of proxy and notes thereto, and (iii) a reply card for use
by shareholders who wish to receive the Corporation's interim financial
statements.
If you are a REGISTERED SHAREHOLDER of the Corporation and are unable to attend
the Meeting in person, please date and execute the accompanying form of proxy
for the Meeting and deposit it with Computershare Trust Company of Canada at
Montreal Trust Centre, 510 Burrard Street, Vancouver, British Columbia,
V6C 3B9, Attention: Proxy Department, before 10:00 a.m., Vancouver time, on
Monday, February 25, 2003, or no later than 48 hours (excluding Saturdays,
Sundays and holidays) before any adjournment of the Meeting.
If you are a NON-REGISTERED SHAREHOLDER of the Corporation and receive these
materials through your broker or another intermediary, please complete and
return the materials in accordance with the instructions provided to you by your
broker or such other intermediary.
This Notice of Meeting, the Management Information and Proxy Circular, the form
of proxy and notes thereto for the Meeting, and the reply card are first being
sent to shareholders of the Corporation on or about January 31, 2003.
DATED at Littleton, Colorado, this [24TH] day of January, 2003.
BY ORDER OF THE BOARD OF DIRECTORS
(Signed) RONALD J. MCGREGOR
President and
Chief Executive Officer
TABLE OF CONTENTS
LETTER TO SHAREHOLDERS
NOTICE OF MEETING
MANAGEMENT INFORMATION AND PROXY CIRCULAR................... 1
Particulars of Matters to be Acted Upon................... 1
Approval of Special Warrant Offering.................... 1
Recommendation of Management and the Board of
Directors............................................ 2
Information About Proxies................................. 3
Solicitation of Proxies................................. 3
Appointment of Proxyholder.............................. 3
Revocation of Proxy..................................... 3
Voting of Proxies....................................... 3
Exercise of Discretion by Proxyholders.................. 4
Securities Entitled to Vote............................... 4
Ownership of the Corporation's Common Shares.............. 5
Ownership by Management................................. 5
Ownership by Principal Shareholders..................... 6
Quorum and Percentage of Votes Necessary to Pass
Resolutions............................................. 7
Executive Compensation.................................... 7
Summary Compensation Table.............................. 7
Long-Term Incentive Plan................................ 8
Stock Options........................................... 8
Pension and Retirement Savings Plans.................... 10
Termination of Employment, Change in Responsibilities
and Employment Contracts............................... 10
Report of the Compensation Committee.................... 11
Performance Graph....................................... 13
Compensation of Directors and Officers.................. 13
Indebtedness of Directors and Senior Officers............. 13
Director and Officer Liability Insurance.................. 13
Interest of Management and Others in Material
Transactions............................................ 14
Management Contracts...................................... 14
Interest of Certain Persons in Matters to be Acted Upon... 14
Shareholder Proposals..................................... 14
Other Matters............................................. 14
Dissenters' Rights of Appraisal........................... 15
Availability of Documents................................. 15
Board of Director Approval................................ 15
Schedule "A" -- Special Warrant Offering Resolution....... A-1
i
MANAGEMENT INFORMATION AND PROXY CIRCULAR
THIS MANAGEMENT INFORMATION AND PROXY CIRCULAR ("INFORMATION CIRCULAR") IS
FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF VISTA GOLD
CORP. (THE "CORPORATION") OF PROXIES TO BE VOTED AT THE SPECIAL GENERAL MEETING
(THE "MEETING") OF THE SHAREHOLDERS OF THE CORPORATION ("SHAREHOLDERS") TO BE
HELD AT THE OFFICES OF BORDEN LADNER GERVAIS LLP, SUITE 1200, 200 BURRARD
STREET, VANCOUVER, BRITISH COLUMBIA ON THURSDAY, FEBRUARY 27, 2003, AT
10:00 A.M., VANCOUVER TIME, FOR THE PURPOSES SET FORTH IN THE ACCOMPANYING
NOTICE OF MEETING.
It is anticipated that this Information Circular and the accompanying form of
proxy will be first mailed to shareholders on or about January 31, 2003. Unless
otherwise stated, the information contained in this Information Circular is
given as at January [24], 2003
The executive office of the Corporation is located at 7961 Shaffer Parkway,
Suite 5, Littleton, Colorado 80127 and its telephone number is (720) 981-1185.
The registered and records office of the Corporation is located at 200 - 204
Lambert Street, Whitehorse, Yukon Territory, Canada, Y1A 3T2.
Advance notice of the Meeting was published in The Vancouver Sun and The Toronto
Star newspapers on January 19, 2003 and in The Whitehorse Star on January 20,
2003.
INFORMATION REGARDING THE PROXIES SOLICITED BY MANAGEMENT IN CONNECTION WITH THE
MEETING IS SET OUT BELOW UNDER "INFORMATION ABOUT PROXIES".
PARTICULARS OF MATTERS TO BE ACTED UPON
APPROVAL OF SPECIAL WARRANT OFFERING
[NOTE TO DRAFT: REVISE IF CLOSING(S) HAVE OCCURRED OR ANY DETAILS CHANGE PRIOR
TO MAIL-OUT.]
In December 2002, the Corporation negotiated the terms of a private placement
(the "SPECIAL WARRANT OFFERING") of up to 1,400,000 special warrants ("SPECIAL
WARRANTS") at a price of U.S.$2.43 per Special Warrant for gross proceeds of up
to U.S.$3,402,000. The Corporation expects to complete the Special Warrant
Offering in late January or early February 2003. The gross proceeds raised by
the issuance of the Special Warrants will be placed in escrow pending
shareholder approval of the Special Warrant Offering at the Meeting. If
shareholders approve the Special Warrant Offering, the escrowed proceeds will be
released to the Corporation. The Corporation intends to use the net proceeds of
the Special Warrant Financing, estimated at up to U.S.$3,046,800, to evaluate
and acquire gold mining properties, and to hold and maintain such properties for
development or sale in anticipation of higher gold prices. IF SHAREHOLDERS DO
NOT APPROVE THE SPECIAL WARRANT OFFERING, THE PROCEEDS FROM THE ISSUANCE OF THE
SPECIAL WARRANTS WILL BE RETURNED TO INVESTORS.
Subject to shareholder approval of the Special Warrant Offering at the Meeting,
each Special Warrant will be exercisable, for no additional consideration, into
one common share in the capital of the Corporation (a "COMMON SHARE") and one
common share purchase warrant (a "WARRANT"), for a total of up to 1,400,000
Common Shares and 1,400,000 Warrants if all Special Warrants are issued. Each
Warrant will be exercisable for one additional common share in the capital of
the Corporation (a "WARRANT SHARE") (i) at U.S.$3.14 if exercised before the
first anniversary of the date the Special Warrant is issued (the "CLOSING
DATE"), (ii) at U.S.$3.56 if exercised before the second anniversary of the
Closing Date, (iii) at U.S.$3.92 if exercised before the third anniversary of
the Closing Date, and (iv) at U.S.$4.28 if exercised before the fourth
anniversary of the Closing Date. The Warrants will be exercisable for a period
of four years from the Closing Date (the end of such four year period, the
"EXPIRY DATE"), and the 15th business day following the date on which the
Corporation provides notice that an Acceleration Event has occurred. The
"ACCELERATION EVENT" will occur if at any time after the second anniversary of
the Closing Date the closing trading price of the Corporation's common shares on
the American Stock Exchange is greater than 150% of the then applicable exercise
price on 15 or more consecutive trading days. If the Acceleration Event occurs,
the
1
Corporation will have the option at any time prior to the Expiry Date to provide
notice that the Acceleration Event has occurred and request that the Warrants be
exercised by the holders thereof. If the Corporation provides such notice and
the Warrants have not been exercised within 15 days following the notice, the
Warrants will be deemed to have expired.
The Corporation has retained Global Resource Investments Ltd. ("GLOBAL") to find
investors to purchase the Special Warrants and has agreed to pay Global a cash
commission equal to 10% of the proceeds of the Special Warrant Offering (a
maximum payment of U.S.$340,200 if all Special Warrants are issued) as
consideration for Global's services as finder. In addition, the Corporation has
agreed to pay reasonable legal costs incurred by Global in connection with the
Special Warrant Offering up to a maximum of U.S.$15,000. THESE AMOUNTS WILL BE
PAID TO GLOBAL EVEN IF SHAREHOLDERS DO NOT APPROVE THE SPECIAL WARRANT OFFERING.
The Corporation understands that all of the shares of Global are beneficially
owned by an individual that beneficially owns more than - % of the issued and
outstanding Common Shares of the Corporation and also beneficially owns more
than 10% of the shares of Quest Investment Corporation ("QUEST") (formerly
Stockscape.com Technologies Inc.). As at January [24], 2003, Quest owned
approximately 10.9% of the issued and outstanding Common Shares of the
Corporation. See "Ownership of the Corporation's Common Shares" and "Interest of
Management and Others in Material Transactions".
The Toronto Stock Exchange has approved the Special Warrant Offering, subject
to, among other things, shareholders approving the issuance of the Special
Warrants. Accordingly, at the Meeting, shareholders will be asked to consider
and approve an ordinary resolution (the "SPECIAL WARRANT OFFERING RESOLUTION")
authorizing the directors of the Corporation to issue the Special Warrants and
that are issued as part of the Special Warrant Offering. The full text of the
Special Warrant Offering Resolution is set out in SCHEDULE "A" to this
Information Circular.
RECOMMENDATION OF MANAGEMENT AND THE BOARD OF DIRECTORS
MANAGEMENT AND THE BOARD OF DIRECTORS STRONGLY RECOMMEND THAT SHAREHOLDERS
VOTE IN FAVOUR OF THE SPECIAL WARRANT OFFERING RESOLUTION.
The Special Warrant Offering will provide up to U.S.$3,402,000 to the
Corporation with the potential to provide an additional U.S.$4,396,000 of
capital if all Warrants issued in connection with this transaction are exercised
by investors at U.S.$3.14 per Warrant, U.S.$4,984,000 if all Warrants are
exercised by investors at U.S.$3.56 per Warrant and U.S.$5,992,000 if all
Warrants are exercised by investors at U.S.$4.28 per Warrant. HOWEVER, THE
CORPORATION WILL NOT RECEIVE ANY OF THIS FUNDING UNLESS THE APPROVAL OF
SHAREHOLDERS IS OBTAINED AT THE MEETING.
The value of the Corporation's common shares increased 240% through 2002. At the
same time, our market capitalization increased by over 700%. This growth is
attributable to two principal factors: the 25% increase in the gold price; and
our strategy of acquiring credible undervalued gold projects. Management and the
Board of Directors plan to continue with this strategy. But with the recent
improvements in the gold price, and the general expectation that this trend will
continue, attractive gold projects are not likely to remain available for long.
The Special Warrant Offering would provide the cash necessary to advance the
Corporation's strategy quickly and aggressively; and allows us to take advantage
of the current window of opportunity.
FOR THESE REASONS, MANAGEMENT AND THE BOARD OF DIRECTORS STRONGLY RECOMMEND THAT
SHAREHOLDERS VOTE IN FAVOUR OF THE SPECIAL WARRANT OFFERING RESOLUTION.
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INFORMATION ABOUT PROXIES
SOLICITATION OF PROXIES
The solicitation for proxies will be conducted by mail and may be supplemented
by telephone or other personal contact to be made, without special compensation,
by officers and employees of the Corporation. THE CORPORATION MAY RETAIN OTHER
PERSONS OR COMPANIES TO SOLICIT PROXIES ON BEHALF OF MANAGEMENT, IN WHICH EVENT
THE CUSTOMARY FEES FOR SUCH SERVICES WILL BE PAID. THE COST OF THE SOLICITATION
WILL BE BORNE BY THE CORPORATION.
APPOINTMENT OF PROXYHOLDER
THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY FOR THE MEETING ARE DIRECTORS OR
OFFICERS OF THE CORPORATION AND ARE NOMINEES OF MANAGEMENT. A SHAREHOLDER HAS
THE RIGHT TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER, TO
REPRESENT SUCH SHAREHOLDER AT THE MEETING BY STRIKING OUT THE NAMES OF THE
PERSONS DESIGNATED IN THE ACCOMPANYING FORM OF PROXY AND BY INSERTING THAT OTHER
PERSON'S NAME IN THE BLANK SPACE PROVIDED. IF A SHAREHOLDER APPOINTS ONE OF THE
PERSONS DESIGNATED IN THE ACCOMPANYING FORM OF PROXY AS A NOMINEE AND DOES NOT
DIRECT THE SAID NOMINEE TO VOTE EITHER FOR OR AGAINST OR WITHHOLD FROM VOTING ON
A MATTER OR MATTERS WITH RESPECT TO WHICH AN OPPORTUNITY TO SPECIFY HOW THE
COMMON SHARES REGISTERED IN THE NAME OF SUCH SHAREHOLDER SHALL BE VOTED, THE
PROXY SHALL BE VOTED IN FAVOUR OF SUCH MATTER OR MATTERS.
The instrument appointing a proxyholder must be in writing and signed by the
shareholder, or such shareholder's attorney authorized in writing, or if the
shareholder is a corporation, by a duly authorized officer, or attorney, of the
corporation. An instrument of proxy will only be valid if it is duly completed,
signed, dated and received at the office of the Corporation's registrar and
transfer agent, Computershare Trust Company of Canada at Montreal Trust Centre,
510 Burrard Street, Vancouver, British Columbia, V6C 3B9, Attention: Proxy
Department before 10:00 a.m., Vancouver time, on Monday, February 25, 2003, or
no later than 48 hours (excluding Saturdays, Sundays and holidays) before any
adjournment of the Meeting, unless the Chairman of the Meeting elects to
exercise his discretion to accept proxies received subsequently.
REVOCATION OF PROXY
A shareholder may revoke a proxy by delivering an instrument in writing executed
by such shareholder or by the shareholder's attorney authorized in writing or,
where the shareholder is a corporation, by a duly authorized officer or attorney
of the corporation, either to the registered office of the Corporation at any
time up to and including the last business day preceding the day of the Meeting
or any adjournment thereof, with the Chairman of the Meeting on the day of the
Meeting or any adjournment thereof, before any vote in respect of which the
proxy is to be used shall have been taken, or in any other manner permitted by
law.
VOTING OF PROXIES
A shareholder may direct the matter in which his or her Common Shares are to be
voted or withheld from voting in accordance with the instructions of the
shareholder by marking the form of proxy accordingly. If the instructions in a
proxy given to management are certain, the Common Shares represented by that
proxy will be voted on any poll and where a choice has been specified in the
proxy, the Common Shares will be voted on any poll in accordance with the
specifications so made. WHERE NO CHOICE IS SO SPECIFIED WITH RESPECT TO ANY
RESOLUTION OR IN THE ABSENCE OF CERTAIN INSTRUCTIONS, THE COMMON SHARES
REPRESENTED BY A PROXY GIVEN TO MANAGEMENT WILL BE VOTED IN FAVOUR OF THE
RESOLUTION. IF MORE THAN ONE DIRECTION IS MADE WITH RESPECT TO ANY RESOLUTION,
SUCH COMMON SHARES WILL SIMILARLY BE VOTED IN FAVOUR OF THE RESOLUTION.
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EXERCISE OF DISCRETION BY PROXYHOLDERS
The enclosed form of proxy when properly completed and delivered and not revoked
confers discretionary authority upon the proxyholders named therein with respect
to amendments or variations of matters identified in the accompanying Notice of
Meeting, and other matters not so identified which may properly be brought
before the Meeting. At the date of this Information Circular, management of the
Corporation knows of no such amendments, variations or other matters to come
before the Meeting. If any other matter comes before the Meeting, the persons
named in the proxy will vote in accordance with their judgement on such matter.
SECURITIES ENTITLED TO VOTE
As of January [24], 2003, the authorized share capital of the Corporation is
divided into an unlimited number of Common Shares, of which - Common Shares
are issued and outstanding, and an unlimited number of preferred shares, none of
which are issued. Every shareholder who is present in person and entitled to
vote at the Meeting shall have one vote on a show of hands and on a poll shall
have one vote for each Common Share of which the shareholder is the registered
holder and such shareholder may exercise such vote either in person or by
proxyholder.
The Board of Directors of the Corporation has fixed the close of business on
January 27, 2003 as the record date for the purpose of determining the
shareholders entitled to receive notice of the Meeting, but the failure of any
shareholder to receive notice of the Meeting does not deprive such shareholder
of the entitlement to vote at the Meeting. Every shareholder of record at the
close of business on January 27, 2003 who personally attends the Meeting will be
entitled to vote at the Meeting or any adjournment thereof, except to the extent
that:
(a) such shareholder has transferred the ownership of any of his or her
Common Shares after January 27, 2003; and
(b) the transferee of those Common Shares produces properly endorsed share
certificates, or otherwise establishes that he or she owns the Common
Shares, and demands, not later than 10 days before the Meeting, that his
or her name be included in the list of shareholders entitled to vote at
the Meeting, in which case the transferee is entitled to vote those
Common Shares at the Meeting.
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OWNERSHIP OF THE CORPORATION'S COMMON SHARES
OWNERSHIP BY MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Corporation's Common Shares, as of January 24, 2003, by
(i) each of the Corporation's executive officers and directors and (ii) the
Corporation's executive officers and directors, as a group.
SHARES OF COMMON
STOCK BENEFICIALLY PERCENTAGE OF
NAME AND ADDRESS(1) OWNED(2)(3) CLASS
------------------- ------------------ -------------
John M. Clark............................................... 50,000 *
Director
Ronald J. McGregor.......................................... 228,500 2.1%
President, Chief Executive Officer and
Director
C. Thomas Ogryzlo........................................... 50,000 *
Director
Michael B. Richings......................................... 103,998 *
Director
A. Murray Sinclair(4)....................................... Nil *
Director
Robert A. Quartermain(5).................................... 50,000 *
Director
John F. Engele.............................................. 61,250 *
Vice President, Finance and
Chief Financial Officer
All executive officers and directors as a group 543,748 4.8%
(7 persons)...............................................
------------------------
* Represents less than 1% of the outstanding common shares.
(1) The address of each of the persons listed is c/o Vista Gold Corp., 7961
Shaffer Parkway, Suite 5, Littleton, Colorado 80127.
(2) Applicable percentage of ownership is based on [10,780,620] common shares
outstanding as of January 24, 2003, plus any securities held by such holder
exercisable for or convertible into common shares within sixty (60) days
after the date of this prospectus, in accordance with Rule 13d-3(d)(1) under
the Securities Exchange Act of 1934, as amended.
(3) [NOTE TO DRAFT: NEED TO ADD TOTAL NUMBER OF OPTIONS GRANTED] On January 20,
2003 the Board of Directors approved, subject to shareholder approval at the
next scheduled Annual General Meeting of the shareholders of the
Corporation, a maximum of 1,000,000 options that can be granted to
directors, officers, employees and consultants of the Corporation. Option
grants, subject to this approval, included in "Shares of Common Stock
Beneficially Owned", are as follows: John M. Clark -- 40,000; Ronald J.
McGregor -- 180,000; C. Thomas Ogryzlo -- 40,000; Michael B.
Richings -- 80,000; Robert A. Quartermain -- 40,000; John F.
Engele -- 52,500.
(4) Mr. Sinclair resigned as a director of the Corporation on October 24, 2002.
(5) Mr. Quartermain was appointed as a director of the Corporation on April 26,
2002.
5
OWNERSHIP BY PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Corporation's Common Shares, as of January 24, 2003, by each
shareholder known to the Corporation to be the beneficial owner of more than 5%
of the Corporation's outstanding Common Shares.
SHARES OF COMMON
STOCK BENEFICIALLY PERCENTAGE OF
NAME AND ADDRESS OWNED(1) CLASS
---------------- ------------------ -------------
Viceroy Resource Corporation(2)............................. 606,060 5.5%
Suite 900 - 570 Granville Street [505,060]
Vancouver, British Columbia
Canada V6C 3P1
Vertical Ventures Investments, LLC(3)....................... 765,956 6.9%
6th Floor, 650 - 6th Ave.
New York, NY 10019
PanAmerica Capital Group, Inc.(4)........................... 989,285 8.8%
12th Floor, World Trade Center
Panama City, Panama
Quest Investment Corporation(5)............................. 1,280,000 10.9%
300 - 570 Granville Street
Vancouver, British Columbia
Canada V6C 3P1
Exploration Capital Partners 2000 Limited Partnership,...... 2,419,110 20.6%
Resource Capital Investment Corporation,
Rule Family Trust u/d/t 12/17/98 and
Arthur Richards Rule(6)
------------------------
* Represents less than 1% of the outstanding common shares.
(1) Applicable percentage of ownership is based on [10,780,620] common shares
outstanding as of January 24, 2003, plus any securities held by such holder
exercisable for or convertible into common shares within sixty (60) days
after the date of this prospectus, in accordance with Rule 13d-3(d)(1) under
the Securities Exchange Act of 1934, as amended.
(2) Includes 303,030 Common Shares which may be acquired upon the exercise of an
immediately exercisable share purchase warrant.
(3) Includes 382,978 Common Shares which may be acquired upon the exercise of an
immediately exercisable share purchase warrant.
(4) Includes 503,863 Common Shares which may be acquired upon the exercise of
immediately exercisable share purchase warrants.
(5) Quest Investment Corporation is the successor to Stockscape.com
Technologies Inc. pursuant to a merger with three other companies effected
in July 2002. Quest Investment has outstanding two classes of equity
securities, one having one vote per share and the other having five votes
per share. A. Murray Sinclair, who was a director of Vista Gold until
October 24, 2002, is a director of Quest Investment, and holds approximately
4.6% of the outstanding voting power. A. Murray Sinclair, who was a director
of Vista Gold until October 24, 2002, is a director and the President of
Quest Ventures Ltd., and holds 50% of its outstanding common shares. A. R.
Rule, beneficial owner of
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Global Resource Investments Ltd., beneficially owns approximately 14% of the
outstanding voting power.
(6) Exploration Capital Partners 2000 Limited Partnership ("Exploration
Capital"), a Nevada limited partnership, is the direct beneficial owner of
930,007 Common Shares and 1,122,807 immediately exercisable warrants to
purchase Common Shares. The corporate General Partner of Exploration Capital
is Resource Capital Investment Corp., a Nevada corporation which is 90%
owned by the Rule Family Trust u/d/t 12/17/98 (the "Trust"). A. Richards
Rule is President and a Director of Resource Capital, and, with his wife, is
co-Trustee of the Rule Family Trust. Global Resource Investments Ltd.
("Global") is the direct beneficial owner of 296,296 immediately exercisable
warrants to purchase Common Shares. The corporate General Partner of Global
is Rule Investments, Inc., which is the direct beneficial owner of 70,000
Common Shares. The Trust owns 100% of Rule Investments. Accordingly, the
Trust and Mr. Rule are indirect beneficial owners of an aggregate of
1,000,007 Common Shares and 1,419,103 Common Shares which may be acquired
upon the exercise of immediately exercisable share purchaser warrants, as
directly beneficially owned by Exploration Capital, Global Resource and Rule
Investments as described herein.
The Corporation has no charter or by-law provisions that would delay, defer or
prevent a change in control of the Corporation.
QUORUM AND PERCENTAGE OF VOTES NECESSARY TO PASS RESOLUTIONS
Under By-Law No. 1 of the Corporation, the quorum for the transaction of
business at the Meeting is two shareholders present in person or by proxy.
The ordinary resolutions authorizing the directors of the Corporation to issue
special warrants in connection with the Special Warrant Offering must be
approved by a majority of more than 50% of the votes cast by shareholders who
vote in person or by proxy at the Meeting with respect to these resolutions. See
"Particulars of Matters to be Acted Upon -- Approval of Special Warrant
Offering". [NOTE TO DRAFT: BLG TO CONFIRM THAT NO SHAREHOLDERS EXCLUDED.]
Abstentions will be counted as present for purposes of determining the presence
of a quorum for purposes of this matter, but will not be counted as votes cast.
Broker non-votes (shares held by a broker or nominee as to which the broker or
nominee does not have the authority to vote on a particular matter) will not be
counted as present for purposes of determining the presence of a quorum for
purposes of this matter and will not be voted. Accordingly, neither abstentions
nor broker non-votes will have any effect on the outcome of the votes on this
matter.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below contains a summary of the compensation paid to, or earned by,
the Corporation's President and Chief Executive Officer, and the Corporation's
four most highly compensated executive officers (other than the President and
Chief Executive Officer) who were serving as executive officers at the end of
the Corporation's most recently completed financial year and during such year
received, in their capacity as officers of the Corporation and any of its
subsidiaries, in excess of Cdn.$100,000 (collectively, the "Named Executive
Officers"), for each of the Corporation's three most recently completed
financial years ended December 31, 2002, 2001 and 2000. All currency figures
under the heading "Summary Compensation Table" are in United States dollars.
7
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
------------
NUMBER OF
ANNUAL COMPENSATION COMMON
------------------------------------- SHARES UNDER
OTHER ANNUAL OPTIONS ALL OTHER
SALARY BONUS COMPENSATION(1) GRANTED(2) COMPENSATION(3)
NAME AND PRINCIPAL POSITION YEAR (U.S.$) (U.S.$) (U.S.$) (#) (U.S.$)
--------------------------- -------- -------- -------- --------------- ------------ ---------------
Ronald J. McGregor........... 2002 166,900 nil nil 245,000 6,000
President and Chief Executive 2001 160,000 nil nil 32,500 5,250
Officer 2000 141,000 nil nil 25,000 5,000
John F. Engele............... 2002 106,900 nil nil 70,000 4,184
Vice President, Finance and 2001 69,950 nil nil 8,750 2,869
Chief Financial Officer 2000 -- -- -- -- --
------------------------
(1) Perquisites and other personal benefits for the most recently completed
financial year do not exceed the lesser of $50,000 or 10% of the total
annual salary and bonus for any of the Named Executive Officers unless
otherwise noted.
(2) All securities under option are for Common Shares of the Corporation. 2001
and 2000 grants have been restated to give effect to the 1-for-20 share
consolidation effective June 19, 2002. On July 9, 2002 the Board of
Directors approved, subject to shareholder approval at the next scheduled
Annual General Meeting of the shareholders of the Corporation, a maximum of
800,000 options that can be granted to directors, officers, employees and
consultants of the Corporation. Option grants, subject to this approval,
included in "Numbers of Common Shares Under Options Granted", are as
follows: Ronald J. McGregor -- 180,000; and John F. Engele -- 52,500. No
stock appreciation rights ("SARs") are outstanding.
(3) Represents the Corporation's contribution under the Corporation's Retirement
Savings Plan, except where otherwise indicated. The executive officers of
the Corporation participate in this plan on the same basis as all other
employees of the Corporation. See "Pensions and Retirement Savings Plans".
LONG-TERM INCENTIVE PLAN
The Corporation does not presently have a long-term incentive plan for its Named
Executive Officers.
STOCK OPTIONS
The Corporation has established the Stock Option Plan which provides for grants
to directors, officers, employees and consultants of the Corporation, or its
subsidiaries, of options to purchase up to a maximum of 225,000 of the issued
and outstanding Common Shares from time to time (after giving effect to the
consolidation of the Corporation's Common Shares made effective on June 19,
2002), provided that no more than 5% of the issued and outstanding Common Shares
may from time to time be reserved for issuance pursuant to the exercise of stock
options granted to any one individual. On January 20, 2003 the Board of
Directors approved, subject to shareholder approval at the next scheduled Annual
General Meeting of the shareholders of the Corporation, a maximum of 1,000,000
options that can be granted to directors, officers, employees and consultants of
the Corporation. Effective upon the amalgamation of Granges Inc. and Da Capo
Resources Ltd. on November 1, 1996, the Corporation, as the amalgamated entity,
adopted the Stock Option Plan of Granges Inc. Under the Stock Option Plan,
options may be exercised by the payment in cash of the option exercise price to
the Corporation. All options are subject to the terms and conditions of an
option agreement entered into by the Corporation and each participant at the
time an option is granted.
8
The Stock Option Plan is administered by the Board of Directors which has full
and final discretion to determine (i) the total number of optioned shares to be
made available under the Stock Option Plan, (ii) the directors, officers,
employees and consultants of the Corporation who are eligible to receive stock
options under the Stock Option Plan ("OPTIONEES"), (iii) the time when and the
price at which stock options will be granted, (iv) the time when and the price
at which stock options may be exercised, and (v) the conditions and restrictions
on the exercise of options. Pursuant to the terms of the Stock Option Plan, the
exercise price must not be less than the closing price of the Common Shares on
the Toronto Stock Exchange on the day preceding the date of grant. Options
become exercisable only after they vest in accordance with the respective stock
option agreement and must expire no later than ten years from the date of grant.
If an Optionee ceases to be an officer or employee of the Corporation, or its
subsidiaries, as a result of termination for cause, all unexercised options will
immediately terminate. If an Optionee ceases to be a director, officer or
employee of the Corporation, or its subsidiaries, or ceases to be a consultant
to the Corporation, for any reason other than termination for cause, the
Optionee shall have the right to exercise his or her options at any time up to
but not after the earlier of 30 days from the date of ceasing to be a director,
officer, employee or consultant, or the expiry date. In the event of death of an
Optionee, the legal representatives of such Optionee have the right to exercise
the options at any time up to but not after the earlier of 90 days from the date
of death, or the expiry date.
Options granted under the Stock Option Plan are non-transferable and
non-assignable other than on the death of a Participant. An Optionee has no
rights whatsoever as a shareholder in respect of unexercised options.
STOCK OPTION GRANTS
A summary of stock options granted to the Named Executive Officers under the
Stock Option Plan during the financial year ended December 31, 2002 is set out
in the table below. All stock options are for Common Shares of the Corporation.
No stock appreciation rights ("SARs") are outstanding, and it is currently
intended that none be issued. All currency figures under the heading "Stock
Option Grants" are in Canadian dollars.
OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
% OF TOTAL
OPTIONS POTENTIAL
NUMBER GRANTED TO MARKET VALUE OF REALIZABLE VALUE AT
OF EMPLOYEES SECURITIES ASSUMED ANNUAL
SECURITIES IN UNDERLYING RATES OF STOCK
UNDER FINANCIAL EXERCISE OR OPTIONS ON THE PRICE APPRECIATION
OPTION(1) YEAR BASE PRICE DATE OF GRANT EXPIRY DATE FOR OPTION TERM
NAME (#) (%) (CDN.$/SECURITY) (CDN.$/SECURITY)(1) (M/D/Y) 5%/10% (CDN.$)
---- ---------- ---------- ---------------- ------------------- ----------- -------------------
Ronald J. McGregor... 212,500 33% 4.37 4.37 07/08/07 257,000/567,000
John F. Engele....... 61,250 10% 4.37 4.37 07/08/07 74,000/163,000
------------------------
(1) On July 9, 2002 the Board of Directors approved, subject to shareholder
approval at the next scheduled Annual General Meeting of the shareholders of
the Corporation, a maximum of 800,000 options that can be granted to
directors, officers, employees and consultants of the Corporation. Option
grants, subject to this approval, included in "Number of Securities Under
Option", are as follows: Ronald J. McGregor -- 180,000; and John F.
Engele -- 52,500.
(2) The market value of the Common Shares on the date of grant of the options is
the closing price per share at which the Common Shares were traded on the
Toronto Stock Exchange on the day preceding the date of grant.
9
The reported high and low trading prices of the Corporation's Common Shares on
the Toronto Stock Exchange and the American Stock Exchange for the 30 days prior
to the date of the grants of the options referred to above are set out in the
table below.
TORONTO STOCK EXCHANGE AMERICAN STOCK EXCHANGE
------------------------- ------------------------
HIGH LOW HIGH LOW
---------- --------- --------- ---------
June 9 to July 8, 2002...................... Cdn.$10.80 Cdn.$3.40 U.S.$7.00 U.S.$2.25
AGGREGATED OPTION EXERCISES AND VALUE OF UNEXERCISED OPTIONS
A summary of the exercise of options by the Named Executive Officers during the
financial year ended December 31, 2002 and the value at December 31, 2002 of
unexercised in-the-money options held by the Named Executive Officers issued is
set out in the table below. No SARs are outstanding. All currency figures under
the heading "Aggregated Option Exercises and Value of Unexercised Options" are
in Canadian dollars.
AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
AND FINANCIAL YEAR-END OPTION VALUES
VALUE OF
UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SECURITIES AGGREGATE FINANCIAL YEAR-END FINANCIAL YEAR-END
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)(2)
NAME (#) (CDN.$) (#) (CDN.$)
---- ----------- --------- ------------------ -------------------
Ronald J. McGregor...................... nil nil 65,000/180,000 168,675/361,800
John F. Engele.......................... 8,750 42,900 8,750/52,500 17,587/105,525
------------------------
(1) Based on the closing trading price of the Common Shares on the Toronto Stock
Exchange on the last trading day of the financial year, being Cdn.$6.38.
(2) On July 9, 2002 the Board of Directors approved, subject to shareholder
approval at the next scheduled Annual General Meeting of the shareholders of
the Corporation, a maximum of 800,000 options that can be granted to
directors, officers, employees and consultants of the Corporation. Option
grants, subject to this approval, included in "Value of Unexercised
in-the-Money Options at Financial Year-End Exercisable/Unexercisable", are
as follows: Ronald J. McGregor -- 180,000; and John F. Engele -- 52,500.
PENSION AND RETIREMENT SAVINGS PLANS
The Corporation sponsors a quantified tax-deferred savings plan in accordance
with the provisions of section 401(K) of the U.S. Internal Revenue Service Code,
which is available to permanent U.S.-based employees. Under the terms of this
plan, the Corporation makes contributions of up to 4% of eligible employees'
salaries.
TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND EMPLOYMENT CONTRACTS
The Named Executive Officers of the Corporation, Ronald J. McGregor, the
President and Chief Executive Officer, and John F. Engele, Vice President,
Finance and Chief Financial Officer, have been engaged under employment
contracts. Each of these contracts provides for base salary, annual
discretionary incentive bonus, four weeks vacation time and various minor
perquisites.
10
The contract between the Corporation and Mr. McGregor is for an unlimited term,
provides for an annual bonus at the sole discretion of the Board of Directors
and provides for the severance benefit described below. Under the terms of this
contract, the employment of Mr. McGregor may be terminated by the Corporation
without cause, provided that it continues to pay his base salary for a period of
12 months (or makes a lump sum payment equal to 12 months of his base salary),
and by Mr. McGregor upon 30 days notice to the Corporation. In addition, in the
event that Mr. McGregor suffers an injury or illness that renders him
permanently incapable of substantially performing his duties under this
contract, the Corporation may terminate Mr. McGregor's employment, provided that
it continues to pay his base salary and other employee benefits for a period of
12 months following notice of such termination.
The contract between the Corporation and Mr. Engele is for an unlimited term,
provides for a performance bonus in accordance with the Corporation's incentive
policy, may be terminated by the Corporation or the employee upon 30 days
written notice, and provides for the severance benefits described below. Under
the terms of this contract, the employment of Mr. Engele may be terminated by
the Corporation without cause, provided that it continues to pay his base salary
for a period of 6 months (or makes a lump sum payment equal to 6 months of his
base salary), and by Mr. Engele upon 30 days notice to the Corporation. In
addition, in the event that Mr. Engele suffers an injury or illness that renders
him permanently incapable of substantially performing his duties under this
contract, the Corporation may terminate Mr. McGregor's employment, provided that
it continues to pay his base salary and other employee benefits for a period of
6 months following notice of such termination.
As at January [24], 2003, the Corporation has arrangements with Mr. McGregor and
Mr. Engele under which each is entitled to receive severance benefits based upon
his monthly salary in the event of termination of his employment other than for
cause. The aggregate compensation payable to Mr. McGregor and Mr. Engele under
this arrangement is U.S.$220,350 and the amount payable to each Mr. McGregor and
Mr. Engele is as follows:
COMPENSATION
NAME PAYABLE
---- ------------
Ronald J. McGregor.......................................... U.S.$166,900
John F. Engele.............................................. U.S.$ 53,450
Other than as described above, the Corporation has no plan or arrangement in
respect of compensation received or that may be received by Named Executive
Officers to compensate such officers in the event of the termination of
employment, resignation, retirement, change of control of the Corporation or in
the event of a change in responsibilities following a change of control.
REPORT OF THE COMPENSATION COMMITTEE
COMPOSITION OF THE COMPENSATION COMMITTEE
The Corporation has a Compensation Committee comprised of the following
directors: John M. Clark (Chairman), C. Thomas Ogryzlo and A. Murray Sinclair
(from February 21, 2002 until October 24, 2002. None of the members of the
Compensation Committee is or has been an executive officer or employee of the
Corporation or any of its subsidiaries or affiliates. No executive officer of
the Corporation is or has been a director or a member of the Compensation
Committee of another entity having an executive officer who is or has been a
director or a member of the Compensation Committee of the Corporation.
REPORT ON EXECUTIVE COMPENSATION
It is the responsibility of the Compensation Committee to review and recommend
compensation policies and programs to the Corporation as well as salary and
benefit levels for its executives. The committee makes recommendations to the
Board of Directors which gives final approval on compensation matters.
11
The Corporation's compensation policies and programs are designed to be
competitive with similar mining companies and to recognize and reward executive
performance consistent with the success of the Corporation's business. These
policies and programs are intended to attract and retain capable and experienced
people.
In addition to industry comparables, the Compensation Committee considers a
variety of factors when determining both compensation policies and programs and
individual compensation levels. These factors include the long-range interests
of the Corporation and its shareholders, overall financial and operating
performance of the Corporation and the committee's assessment of each
executive's individual performance and contribution toward meeting corporate
objectives. Superior performance is recognized through the Corporation's
incentive policy.
The total compensation plan for executive officers is comprised of three
components: base salary, an incentive payment and stock options. As a general
rule for establishing base salaries, the Compensation Committee reviews
competitive market data for each of the executive positions and determines
placement at an appropriate level in a range. Compensation levels are typically
negotiated with the candidate for the position prior to his or her final
selection as an executive officer. The compensation range for executives
normally moves annually to reflect external factors such as inflation.
The Corporation's incentive policy generally allows executive officers and
management personnel to earn an incentive payment to a maximum of 15% of his or
her base salary, two-thirds of which is based upon individual performance and
one-third of which is based upon the performance of the Corporation. All
executive officers and management personnel participate in this policy, except
the President and Chief Executive Officer. By contract, he is entitled to earn a
bonus the amount of which is at the sole discretion of the Board of Directors.
Following the end of each fiscal year, the Compensation Committee makes a
recommendation to the Board of Directors as to the appropriate incentive payment
for the executive officers and management personnel. No specific performance
criteria or objectives are utilized by the Compensation Committee or the Board
of Directors in making their determinations. In 2002, no incentive payments were
paid to any executive officers or employees of the Corporation.
The third element in the total compensation plan is the Stock Option Plan. This
plan is intended to emphasize management's commitment to growth of the
Corporation and enhancement of shareholders' wealth through, for example,
improvements in net earnings, resource base, and share price increments.
The compensation of Ronald J. McGregor, the President and Chief Executive
Officer of the Corporation, is determined in the same manner as for other
executive officers (as described above). Under the employment contract between
the Corporation and Mr. McGregor, Mr. McGregor is entitled to receive a base
salary, an annual discretionary incentive bonus, four weeks vacation time and
various minor perquisites. In addition, Mr. McGregor is entitled to receive
incentive stock options under the Stock Option Plan. During 2002, Mr. McGregor
did not receive an incentive bonus. Further details regarding the compensation
received by Mr. McGregor during 2002 are outlined above under "Executive
Compensation -- Summary Compensation Table".
Submitted on behalf of the Compensation
Committee
John M. Clark (Chairman)
C. Thomas Ogryzlo
12
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the Corporation's
cumulative total shareholder return on its Common Shares with the cumulative
total return of the S&P/TSX Composite Index and the S&P/TSX Canadian Gold Index,
assuming the reinvestment of dividends, for the last five financial years:
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
VISTA GOLD CORP.
PERFORMANCE GRAPH
DECEMBER 31, 2001
1997 1998 1999 2000 2001 2002
VGZ Toronto 100.00 65.00 40.00 25.00 35.00 95.00
S&P/TSX Gold 100.00 90.00 75.00 68.00 80.00 115.00
S&P/TSX Composite 100.00 93.00 130.00 140.00 120.00 100.00
COMPENSATION OF DIRECTORS AND OFFICERS
On December 30, 1997, the Board of Directors resolved to waive annual fees for
directors of the Corporation effective January 1, 1998 until such time as the
directors determine otherwise. During the financial year ended December 31,
2002, directors of the Corporation received a fee of Cdn.$1,000 per meeting of
the Board of Directors. The Corporation also reimbursed directors for
out-of-pocket expenses related to their attendance at meetings. No additional
amounts were paid or are payable to directors of the Corporation for committee
participation or special assignments.
The total aggregate cash remuneration paid or payable by the Corporation and its
subsidiaries during the financial year ended December 31, 2002 (i) to the
directors of the Corporation in their capacity as directors of the Corporation
and any of its subsidiaries was U.S.$40,000, and (ii) to the officers of the
Corporation and any of its subsidiaries who received in their capacity as
officers or employees of the Corporation aggregate remuneration in excess of
Cdn.$40,000 was U.S.$283,984. This sum includes compensation paid to executive
officers pursuant to the cash incentive plan and retirement savings plan.
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
None of the directors, nor any individual who was at any time during the most
recently completed financial year a director, or any associates or affiliates of
the foregoing persons is indebted to the Corporation.
DIRECTOR AND OFFICER LIABILITY INSURANCE
The Corporation has purchased and maintains insurance in the amount of
Cdn.$5 million for the benefit of the directors and officers of the Corporation
against liabilities incurred by such persons as directors and officers of the
Corporation and its subsidiaries, except where the liability relates to such
persons failure to act honestly and in good faith with a view to the best
interests of the Corporation. The annual premium paid by the Corporation for
this insurance in respect of the directors and officers as a group is
Cdn.$65,000. No premium for this insurance is paid by the individual directors
and officers. The insurance
13
contract underlying this insurance does not expose the Corporation to any
liability in addition to the payment of the required premiums.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Except as described below, no director or senior officer of the Corporation who
has served in such capacity since the beginning of the last financial year, and
to the best of the knowledge of the Corporation, no person that has direct or
indirect beneficial ownership of more than 10% of the issued Common Shares of
the Corporation and no associate or affiliate of any such person, had any
material interest, directly or indirectly, in any transaction within the past
three years, or in any proposed transaction, which has affected or would
materially affect the Corporation or any of its subsidiaries. [NOTE TO DRAFT:
CONFIRM NO SUCH PERSON, OTHER THAN GLOBAL, HAS AN INTEREST IN THE SPECIAL
WARRANT OFFERING.]
In connection with the Special Warrant Offering (as defined above), the
Corporation retained Global Resource Investments Ltd. (defined above as
"GLOBAL") agreed to pay Global a cash commission equal to 10% of the proceeds of
the Special Warrant Offering (a maximum payment of U.S.$340,200 if all Special
Warrants are issued) as consideration for Global's services as finder. In
addition, the Corporation has agreed to pay reasonable legal costs incurred by
Global in connection with the Special Warrant Offering up to a maximum of
U.S.$15,000. See "Particulars of Matters to be Acted Upon -- Approval of Special
Warrant Offering".
In February and March 2002, the Corporation completed a private placement
transaction for gross proceeds of approximately U.S.$3.8 million. Global acted
as the Corporation's agent with respect to this transaction, and was issued a
total of 5,925,925 Common Shares and warrants to acquire an additional 5,925,925
Common Shares as consideration for its services as agent. Shareholders approved
this transaction, including the issuance of these Common Shares and warrants to
Global, at the Corporation's annual general meeting held in May 2002.
The Corporation understands that all of the outstanding shares of Global are
beneficially owned by Mr. Arthur Richard Rule, and that Mr. Rule beneficially
owns more than 10% of the issued and outstanding shares of Quest. As at January
[24], 2003, the Common Shares held by Quest represented approximately 10.9% of
the issued and outstanding Common Shares. See "Ownership of the Corporation's
Common Shares".
MANAGEMENT CONTRACTS
There are no management functions of the Corporation which are to any
substantial degree performed by persons other than the directors or senior
officers of the Corporation.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Other than as disclosed herein, no person who has been a director or officer of
the Corporation at any time since the beginning of the last financial year or
any proposed nominee for election as director, nor any associate or affiliate of
such person, has an interest in the matters to be acted upon at the Meeting.
SHAREHOLDER PROPOSALS
Under the United States SECURITIES EXCHANGE ACT OF 1934, the deadline for
submitting shareholder proposals for inclusion in the management information and
proxy circular for a special meeting of shareholders of the Corporation is
calculated in accordance with Rule 14a-8(e)(3) of Regulation 14A to that Act.
Accordingly, if a proposal is submitted for this Meeting, the proposal must have
been received at the Corporation's principal executive offices at a reasonable
time before the Corporation began to print and mail the proxy materials for this
Meeting.
14
OTHER MATTERS
Management of the Corporation knows of no other matters, which will be brought
before the Meeting other than those set forth in the Notice of Meeting. Should
any other matters properly come before the Meeting, the Common Shares
represented by the proxies solicited hereby will be voted on those matters in
accordance with the best judgement of the persons voting such proxies.
DISSENTERS' RIGHTS OF APPRAISAL
No action is proposed herein for which the laws of the Yukon Territory, the
Articles of Continuation or By-laws of the Corporation provide a right of a
shareholder to dissent and obtain appraisal of or payment for such shareholder's
Common Shares.
AVAILABILITY OF DOCUMENTS
THE CORPORATION WILL PROVIDE TO ANY PERSON OR CORPORATION, UPON REQUEST, ONE
COPY OF ANY OF THE FOLLOWING DOCUMENTS:
(a) THE CORPORATION'S LATEST FORM 10-KSB OR ANNUAL INFORMATION FORM,
TOGETHER WITH ANY DOCUMENT, OR THE PERTINENT PAGES OF ANY DOCUMENT,
INCORPORATED THEREIN BY REFERENCE;
(b) THE COMPARATIVE FINANCIAL STATEMENTS OF THE CORPORATION FOR THE
CORPORATION'S MOST RECENTLY COMPLETED FINANCIAL YEAR IN RESPECT OF WHICH
SUCH FINANCIAL STATEMENTS HAVE BEEN ISSUED, TOGETHER WITH THE REPORT OF
THE AUDITORS THEREON, AND ANY INTERIM FINANCIAL STATEMENTS OF THE
CORPORATION SUBSEQUENT TO THE FINANCIAL STATEMENTS FOR THE CORPORATION'S
MOST RECENTLY COMPLETED FINANCIAL YEAR; AND
(c) THE INFORMATION CIRCULAR OF THE CORPORATION IN RESPECT OF THE MOST
RECENT ANNUAL MEETING OF SHAREHOLDERS OF THE CORPORATION WHICH INVOLVED
THE ELECTION OF DIRECTORS.
COPIES OF THE ABOVE DOCUMENTS WILL BE PROVIDED, UPON REQUEST, BY THE SECRETARY
OF THE CORPORATION AT 1200 WATERFRONT CENTRE, 200 BURRARD STREET, VANCOUVER,
BRITISH COLUMBIA, CANADA, V7X 1T2, FREE OF CHARGE TO SHAREHOLDERS OF THE
CORPORATION. THE CORPORATION MAY REQUIRE THE PAYMENT OF A REASONABLE CHARGE FROM
ANY PERSON OR CORPORATION WHO IS NOT A SHAREHOLDER OF THE CORPORATION AND WHO
REQUESTS A COPY OF ANY SUCH DOCUMENT.
BOARD OF DIRECTOR APPROVAL
The undersigned hereby certifies that the contents and sending of this
Information Circular to the shareholders of the Corporation have been approved
by the Board of Directors.
DATED at Littleton, Colorado, this [24TH] day of January, 2003.
BY ORDER OF THE BOARD OF DIRECTORS
(Signed) RONALD J. MCGREGOR
President and
Chief Executive Officer
15
SCHEDULE "A"
SPECIAL WARRANT OFFERING RESOLUTION
"BE IT RESOLVED, as an ordinary resolution, that:
1. the directors of the Corporation are hereby authorized to issue up to
1,400,000 special warrants at a price of U.S.$2.43 per special warrant, all
as more particularly described in the Management Information and Proxy
Circular dated January 24, 2003; and
2. any director or officer of the Corporation is authorized to do all acts and
things, to execute under the common seal of the Corporation or otherwise and
to deliver all agreements, documents and instructions, to give all notices
and to deliver, file and distribute all documents and information which such
officer determines to be necessary or desirable in connection with or to
give effect to and carry out the foregoing resolution."
A-1
PROXY
SOLICITED BY MANAGEMENT OF VISTA GOLD CORP.
FOR THE 2003 SPECIAL GENERAL MEETING OF VISTA GOLD CORP.
The undersigned shareholder of Vista Gold Corp. (the "Corporation") hereby
appoints Ronald J. McGregor, or failing him John F. Engele, or failing either of
them as the proxyholder for and on
behalf of the undersigned to attend, act and vote for and on behalf of the
undersigned at the special general meeting (the "Meeting") of the shareholders
of the Corporation to be held at 10:00 a.m. (Vancouver time) in Vancouver,
British Columbia, on Thursday, February 27, 2003 and at any adjournments
thereof, to the same extent and with the same powers as if the undersigned were
present at the said meeting, or any adjournments thereof, and, without limiting
the foregoing, the persons named are specifically directed to vote as indicated
below. For further information regarding the Meeting and the matters that will
be acted on at the Meeting, reference is specifically made to the accompanying
Notice of Meeting and Management Information and Proxy Circular, both dated
January 24, 2003 (the "Circular").
The undersigned directs the proxyholder appointed by this proxy to vote as
follows:
1. To approve an ordinary resolution authorizing the directors of the
Corporation to issue certain special warrants which, subject to certain
conditions including the approval of shareholders, are exercisable into
common shares of the Corporation and common share purchase warrants to
acquire common shares of the Corporation, the full text of which resolution
is set out in Schedule "A" to the Circular.
FOR / / AGAINST / /
EXECUTED on the ________ day of __________________ , 2003.
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Signature of Shareholder (or Authorized Number of Common Shares Held
Attorney or Signatory on behalf of Shareholder)
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Name of Shareholder (please print clearly)
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Address
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City/Province
INSTRUCTIONS:
1. The common shares represented by this proxy will, on any ballot, be voted as
you may have specified by marking an "X" in the spaces provided for that
purpose. IF NO CHOICE IS SPECIFIED AND EITHER OF RONALD J. MCGREGOR OR JOHN
F. ENGELE IS APPOINTED AS PROXYHOLDER, THE COMMON SHARES WILL BE VOTED AS IF
YOU HAD SPECIFIED AN AFFIRMATIVE VOTE.
2. YOU MAY APPOINT AS PROXYHOLDER SOMEONE OTHER THAN THE PERSONS NAMED IN THIS
PROXY BY STRIKING OUT THEIR NAMES AND INSERTING IN THE BLANK SPACE PROVIDED
THE NAME OF THE PERSON YOU WISH TO ATTEND AND ACT AS PROXYHOLDER, AND THAT
PERSON NEED NOT BE A SHAREHOLDER OF THE CORPORATION. IF THE INSTRUCTIONS ON
THIS PROXY ARE CERTAIN, THE COMMON SHARES REPRESENTED BY THE PROXY WILL BE
VOTED ON ANY POLL IN ACCORDANCE WITH SUCH INSTRUCTIONS, AND WHERE YOU
SPECIFY A CHOICE WITH RESPECT TO ANY MATTER TO BE ACTED ON, THE COMMON
SHARES WILL BE VOTED ON ANY POLL IN ACCORDANCE WITH THE SPECIFICATIONS SO
MADE.
3. THIS PROXY ALSO CONFERS A DISCRETIONARY AUTHORITY TO VOTE THE SHARES WITH
RESPECT TO: (a) AMENDMENTS TO OR VARIATIONS OF MATTERS IDENTIFIED IN THE
NOTICE OF MEETING; AND (b) OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING, BUT ONLY IF MANAGMENT HAS NOT BEEN MADE AWARE, A REASONABLE TIME
PRIOR TO THIS SOLICITATION, THAT THE AMENDMENTS, VARIATIONS OR OTHER MATTERS
ARE TO BE PRESENTED FOR ACTION AT THE MEETING. NO MATTERS OTHER THAN THOSE
STATED IN THE ATTACHED NOTICE OF MEETING ARE, AT PRESENT, KNOWN TO BE
CONSIDERED AT THE MEETING BUT, IF SUCH MATTERS SHOULD ARISE, PROXIES WILL BE
VOTED IN ACCORDANCE WITH THE INSTRUCTIONS OF THE SHAREHOLDER VOTING BY
PROXY, OR, FAILING SUCH INSTRUCTIONS, IN ACCORDANCE WITH THE BEST JUDGMENT
OF THE PROXYHOLDER.
4. In order to be valid this proxy must be dated and signed by the shareholder
or by his or her attorney duly authorized in writing or, in the case of a
corporation, executed under its corporate seal or by an officer or officers
or attorney for the corporation duly authorized. If this proxy is executed
by an attorney for an individual shareholder or joint shareholder or by an
officer or officers or attorney of a corporate shareholder not under its
corporate seal, the instrument so empowering the officer or officers or the
attorney, as the case may be, or a notarial copy thereof, should accompany
the proxy. The signature and name must conform to the name of the
shareholder as registered. Executors, administrators and trustees signing on
behalf of the registered shareholder should so indicate. If shares are
jointly held, either of the registered owners may sign the proxy. If this
proxy is not dated in the blank space provided, it will be deemed to bear
the date on which it was mailed by management of the Corporation.
5. This proxy may not be used at the Meeting unless it is deposited at the
office of Computershare Trust Company of Canada at 510 Burrard Street,
Vancouver, British Columbia, V6C 3B9, Attention: Proxy Department before
10:00 a.m., Vancouver time, on Tuesday, January 25, 2003, or no later than
48 hours, excluding Saturdays, Sundays and holidays, before any adjournment
of the Meeting. The Chairman of the Meeting has the discretion to accept
proxies received subsequently.