-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CRYITlCuVPth+oKdAnjUQRosOTkAUZzzXKgb4mTP/F/IRihiy13pLHXLb3arqVEW LUGclI6vot9UpMNUGqe2XA== 0001047469-04-025087.txt : 20040803 0001047469-04-025087.hdr.sgml : 20040803 20040803120922 ACCESSION NUMBER: 0001047469-04-025087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040802 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISTA GOLD CORP CENTRAL INDEX KEY: 0000783324 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09025 FILM NUMBER: 04947319 BUSINESS ADDRESS: STREET 1: 7961 SHAFFER PKWY STREET 2: SUITE 5 CITY: LITTLETOWN STATE: CO ZIP: 80127 BUSINESS PHONE: 3036292450 FORMER COMPANY: FORMER CONFORMED NAME: GRANGES INC DATE OF NAME CHANGE: 19950602 FORMER COMPANY: FORMER CONFORMED NAME: GRANGES EXPLORATION LTD DATE OF NAME CHANGE: 19890619 8-K 1 a2141359z8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 AUGUST 2, 2004 Date of report (Date of earliest event reported) VISTA GOLD CORP. (Exact Name of Registrant as Specified in Its Charter) YUKON TERRITORY, CANADA (State or Other Jurisdiction of Incorporation) 1-9025 NOT APPLICABLE. (Commission File Number) (IRS Employer Identification No.) 7961 SHAFFER PARKWAY, SUITE 5 80127 LITTLETON, CO (Address of Principal Executive Offices) (Zip Code) (720) 981-1185 (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE. (Former Name or Former Address, if Changed Since Last Report) VISTA GOLD CORP. ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Not applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not applicable. ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. PRESS RELEASE DATED AUGUST 2, 2004 ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. Not applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired: Not applicable. (b) PRO FORMA financial information: Not applicable. (c) Exhibits VISTA GOLD CORP. REPORTS DEVELOPMENTS ON AMAYAPAMPA PURCHASE OPTION AGREEMENT WITH LUZON MINERALS LTD. ITEM 8. CHANGE IN FISCAL YEAR. Not applicable. ITEM 9. REGULATION FD DISCLOSURE Not applicable. -2- ITEM 10. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS. Not applicable. ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS. Not applicable ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. Not applicable SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VISTA GOLD CORP. (Registrant) Date: August 2, 2004 By: /S/ MIKE RICHINGS ------------------- Mike Richings President & CEO EXHIBIT INDEX EXHIBIT NO.99.1 PAGE NO. --------------- -------- VISTA GOLD CORP. REPORTS DEVELOPMENTS ON AMAYAPAMPA 1 PURCHASE OPTION AGREEMENT WITH LUZON MINERALS LTD. -3- EX-99.1 2 a2141359zex-99_1.txt EXHIBIT 99.1 [VISTA GOLD LOGO] 7961 SHAFFER PARKWAY SUITE 5 LITTLETON, COLORADO 80127 TELEPHONE (720) 981-1185 FAX (720) 981-1186 Trading Symbol: VGZ Toronto and American Stock Exchanges __________________________________ NEWS ________________________________________ VISTA GOLD CORP. REPORTS DEVELOPMENTS ON AMAYAPAMPA PURCHASE OPTION AGREEMENT WITH LUZON MINERALS LTD. DENVER, COLORADO AUGUST 2, 2004 - Vista Gold Corp. (TSX & AMEX: VGZ) announced today that Luzon Minerals Ltd. ("Luzon") has informed Vista that it has completed its initial due diligence program on the Company's Amayapampa project in Bolivia. As previously reported, in December 2003, the Company agreed to sell its Amayapampa project to Luzon, which is in the process of updating the feasibility study completed by Vista in 2000 and negotiating a socio-economic agreement with the community surrounding the Amayapampa project. The companies have agreed to modify the terms of the purchase option agreement. Under the modified terms, subject to regulatory approval, as soon as practicable following August 1, 2004, Luzon will issue Vista 200,000 common shares and assume all holding costs for the project. On January 15, 2005, Luzon will make a further payment of US$900,000 and issue Vista an additional 2,000,000 common shares. To date, Luzon has paid Vista US$100,000 and issued Vista 50,000 common shares. The initial agreement called for Luzon to pay Vista US$1,000,000, less any payments made, at the end of the due diligence period and issue Vista an additional 2,000,000 common shares. Luzon may withdraw at any time by forfeiting all payments made as of that time. The remainder of the agreement is the same as reported in December 2003, as follows: at the earlier of start of construction or January 1, 2006, Luzon will pay Vista US$4,000,000 or, at Vista's election, a combination of shares and cash based on Luzon's share price, not to exceed 5,200,000 shares or US$4,000,000 cash. Luzon will grant Vista a 3% NSR type royalty where the price of gold is less than US$450 per ounce and a 4% NSR type royalty where the price of gold is $450 per ounce or more. Mike Richings, President and CEO, stated "We are pleased to see the progress that Luzon is making and that the engineering and design work previously completed by Vista is helping advance the project towards development." Vista Gold Corp., based in Littleton, Colorado, evaluates and acquires gold projects with defined gold resources. Additional exploration and technical studies are undertaken to maximize the value of the projects for eventual development. The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Hycroft and Wildcat projects in Nevada, the Long Valley project in California, the Yellow Pine project in Idaho, the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico, and the Amayapampa project in Bolivia. The statements that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties that could cause actual results to vary materially from targeted results. Such risks and uncertainties include those described from time to time in the Corporation's periodic reports, including the annual report on Form 10-K filed with the U.S. Securities and Exchange Commission. The Corporation assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. For further information, please contact Howard Harlan at (720) 981-1185, or visit the Vista Gold Corp. website at www.vistagold.com ----------------- -----END PRIVACY-ENHANCED MESSAGE-----