SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
VISTA GOLD CORP.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
927926 10 5
(CUSIP Number)
Exploration Capital Partners 2000 Limited Partnership
c/o Keith Presnell
Global Resource Investments Ltd.
7770 El Camino Real
Carlsbad, California 92009
Tel.: 760-943-3939
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 26, 2002
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. NOT APPLICABLE
CUSIP NO. 927926 10 5 SCHEDULE 13D Page 2 of 6
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1 NAMES OF REPORTING PERSON Exploration Capital Partners 2000 Limited
Partnership
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON 88-0451737
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
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7 SOLE VOTING POWER 0
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 2,245,614
OWNED BY
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER 2,245,614
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,245,614
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.7%
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14 TYPE OF REPORTING PERSON PN
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CUSIP NO. 927926 10 5 SCHEDULE 13D Page 3 of 6
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1 NAMES OF REPORTING PERSON Resource Capital Investment Corporation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON 88-0384205
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 2,245,614
OWNED BY
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER 2,245,614
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,245,614
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
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CUSIP NO. 927926 10 5 Page 4 of 6
SCHEDULE 13D
(Amendment No. 1)
The Statement on Schedule 13D, dated May 3, 2002 (the "Original
Statement"), initially filed by Exploration Capital Partners 2000 Limited
Partnership ("Exploration Capital") and its corporate general partner, Resource
Capital Investment Corporation ("Resource Capital") is hereby amended by this
Amendment No. 1, dated July 2, 2002, to reflect certain changes in the
information previously filed in the Original Statement relating to the
outstanding Common Shares of Vista Gold Corp. (the "Issuer"). Unless otherwise
specified, all capitalized terms contained herein have the meanings assigned to
them in the Original Statement.
Amended information is provided as follows:
(1) Ownership information as to Arthur Richards Rule, President and a
Director of Resource Capital, has been amended to reflect a reduction in Mr.
Rule's indirect beneficial ownership of Common Shares through Stockscape.com
Technologies Inc., as described in Item 5. Mr. Rule is not a Reporting Person
hereunder.
(2) The number of outstanding Common Shares of the Issuer has been
adjusted to reflect a consolidation of the Issuer's Common Shares on a 1-for-20
basis, effective June 19, 2002. Information concerning shareholdings as well as
exercise prices and conversion prices is shown on a post-consolidation basis.
Beneficial ownership of Common Shares by the Reporting Persons remains the same,
on both a numerical and percentage basis, as that reported in the Original
Statement.
NOTE: Beneficial ownership calculations below are based on 5,849,548
Common Shares of the Issuer outstanding as of June 19, 2002, on a
post-consolidation basis.
Item 2. Identity and Background
Item 2(a) is hereby amended and restated to read in its entirety as
follows:
(a) Names
This Statement is filed by (i) Exploration Capital Partners 2000 Limited
Partnership ("Exploration Capital"), as the direct beneficial owner of Shares*
and (ii) by virtue of its position as General Partner of Exploration Capital, by
Resource Capital Investment Corp. ("Resource Capital") (collectively, the
"Reporting Persons"). By signing this Statement, each Reporting Person agrees
that this Statement is filed on its or his behalf.
The only executive officers or Directors of any of the Reporting Persons
are: Arthur Richards Rule, President and a Director of Resource Capital; and
Keith Presnell, Chief Financial Officer and a Director of Resource Capital.
Information as to Messrs. Rule and Presnell is provided in addition to that for
the Reporting Persons in Items 2 through 6 of this Statement.
* NOTE: For purposes of this Statement, the term "Shares" includes Common
Shares owned (if any) as well as those issuable on conversion of the Debentures
and exercise of the Debenture Warrants, as such terms are defined herein. As
described in Item 5(a) of this Amendment No. 1, the Debentures are convertible
into units (the "Debenture Units") at a price of $0.0513 (now $1.026, on a
post-consolidation basis) per Debenture Unit, each consisting of one Common
Share and one 5-year warrant (collectively, "Debenture Warrants") entitling the
holder to purchase one Common Share at a price of $0.075 per share (now $1.50,
on a post-consolidation basis).
CUSIP NO. 927926 10 5 Page 5 of 6
Item 5. Interest in Securities of the Issuer
Items 5(a) and (b) are hereby amended and restated to read in their
entirety as follows:
(a) Exploration Capital is the direct beneficial owner of $1,152,000
principal amount of Debentures. As described in the Original Statement, the
Debentures are convertible into units (the "Debenture Units") at a price of
$0.0513 (now $1.026, on a post-consolidation basis) per Debenture Unit, each
consisting of one Common Share and one 5-year warrant (collectively, "Debenture
Warrants") entitling the holder to purchase one Common Share at a price of
$0.075 per share (now $1.50, on a post-consolidation basis). Assuming conversion
of all of its Debentures into Debenture Units, and exercise of all of its
Debenture Warrants, Exploration Capital would own 1,122,807 Common Shares and a
warrant immediately exercisable for the purchase of 1,122,807 Common Shares, for
an aggregate beneficial ownership of 2,245,614 Shares, or approximately 27.7% of
the Issuer's outstanding Common Shares. By virtue of the relationship described
under Item 2 of this Statement, Resource Capital may be deemed to share indirect
ownership of the Shares directly beneficially owned by Exploration Capital.
By virtue of the relationships described under Item 2 of the amended
Statement on Schedule 13D, dated July 2, 2002, filed by Mr. Rule et al., Mr.
Rule may be deemed to share indirect ownership of (i) the Shares directly
beneficially owned by Exploration Capital and (ii) the 592,592 Shares directly
beneficially owned by Global Resource Investments Ltd. ("Global Resource"), as
set forth in the Statement on Schedule 13G filed by Global Resource et al., as
of May 6, 2002. These represent an aggregate indirect beneficial ownership of
33.8% of the Issuer's outstanding Common Shares.
Mr. Rule may no longer be deemed to share indirect ownership of the
2,000,000 Shares directly beneficially owned by Stockscape.com Technologies Inc.
("Stockscape") as set forth in the Original Statement. On June 26, 2002, the
Supreme Court of British Columbia issued its final order approving an
amalgamation of Stockscape with three other companies into a new corporation to
be called Quest Investment Corporation ("Quest"). Prior to the amalgamation, Mr.
Rule owned 37% of the issued and outstanding shares of Stockscape. Following the
amalgamation, Mr. Rule will own less than 8% of the outstanding voting power of
Quest and will have no other relationship with Quest, and consequently may no
longer be deemed to share indirect beneficial ownership of the Issuer's Shares
held by Quest.
Mr. Presnell is the direct beneficial owner of $60,000 principal amount of
Debentures, representing an aggregate beneficial ownership of 116,958 Shares, or
less than 2% of the Issuer's outstanding Common Shares, assuming conversion of
all of his Debentures into Debenture Units, and exercise of all of his Debenture
Warrants.
(b) Exploration Capital has the direct power to vote and direct the
disposition of the Shares held by it. By virtue of the relationship described in
Item 2, Resource Capital may be deemed to share the indirect power to vote and
direct the disposition of the Shares held by Exploration Capital.
By virtue of the relationships referred to in Item 5(a) above, Mr. Rule
may be deemed to share the indirect power to vote and direct the disposition of
the Shares held by Exploration Capital and Global Resource.
Mr. Presnell has the direct power to vote and direct the disposition of
the Shares held by him.
CUSIP NO. 927926 10 5 Page 6 of 6
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: July 2, 2002 Exploration Capital Partners 2000
Limited Partnership
By: Resource Capital Investment
Corporation, its general partner
By: /s/ Arthur Richards Rule
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Arthur Richards Rule, President
Date: July 2, 2002 Resource Capital Investment Corporation
By: /s/ Arthur Richards Rule
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Arthur Richards Rule, President