Filed pursuant to Rule 424(b)(3)
Registration No. 333-91254
PROSPECTUS SUPPLEMENT NO. 1 DATED NOVEMBER 27, 2002
TO PROSPECTUS DATED SEPTEMBER 19, 2002
VISTA GOLD CORP.
7,999,974 Common Shares
without par value
You should read this prospectus supplement together with our prospectus
dated September 19, 2002, which is to be delivered with this prospectus
supplement.
INVESTING IN OUR COMMON SHARES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 2 OF THE PROSPECTUS TO READ ABOUT CERTAIN RISKS YOU
SHOULD CONSIDER BEFORE BUYING OUR COMMON SHARES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is November 27, 2002.
The information in this prospectus supplement concerning the selling
security holders supersedes in part the information set forth under the caption
"Selling Security Holders" in the prospectus by deleting the information
contained in the table regarding the selling security holders with respect to
beneficial ownership of our common shares, as well as the paragraph immediately
preceding that table, and substituting therefor the following paragraphs and
table:
On September 19, 2002, as discussed in the prospectus, the SEC declared
effective the registration statement of which this prospectus forms a part. As a
consequence, all of our $2,774,000 principal amount of convertible debentures
were automatically converted, pursuant to their terms, into debenture units at a
price of $1.026 per debenture unit. Each debenture unit consisted of one common
share and one 5-year warrant entitling the holder to purchase one common share
at a price of $1.50. Reflecting prior conversions of some of the convertible
debentures, we issued 2,485,370 common shares and the same number of warrants as
of the effective date of the registration statement.
The following table sets forth, as of the date of this prospectus
supplement, the number of shares being held of record or beneficially by the
selling security holders as well as the remaining number of shares that may be
offered under this prospectus, and provides by footnote reference any material
relationship between Vista Gold and the selling security holder, all of which is
based upon information currently available to us.
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Beneficial Ownership of Beneficial Ownership of
Selling Security Holder Shares
As of Date of Prospectus Supplement (1) After Offering (2)
--------------------------------------- ------------------
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Remaining
Number of Shares
Offered Hereby
Name of Selling Security Holder Number Percent (3) Number Percent
------------------------------- ------ ------- --- ------ -------
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Quest Investment Corporation (4) 1,666,800 (5) 16.2% 1,666,800 (5) 0 *
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Global Resource Investments Ltd. (6) 296,296 (7) 3.1% 296,296 (7) 0 *
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Rule Investments, Inc. (6) 248,574 2.7% 248,574 0 *
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Quest Ventures Ltd. (8) 584,794 6.1% 584,794 0 *
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Robert Quartermain 189,930 2.0% 189,930 0 *
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Silver Standard Resources Inc. (9) 341,130 3.6% 341,130 0 *
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PanAmerica Capital Group, Inc. (6) (10) 338,299 3.6% 325,823 12,476 *
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Agora Communications Ltd. (11) 97,464 1.0% 97,464 0 *
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Douglas Casey 194,930 2.1% 194,930 0 *
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MDW & Associates, LLC (12) 33,868 0.4% 33,868 0 *
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Exploration Capital Partners 2000 Limited
Partnership (13) 2,152,814 20.6% 2,152,814 0 *
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Adventure Seekers Travel, Inc. (14) 40,866 0.4% 40,866 0 *
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Susan C. van Eeden 22,114 0.2% 22,114 0 *
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Keith Presnell (6) 120,278 1.3% 89,479 30,799 *
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The Howard Family Trust (under agreement of
trust dated 4/29/99) (6) 47,008 0.5% 46,228 780 *
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David Lyall 120,856 1.3% 120,856 0 *
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John Tognetti 120,856 1.3% 120,856 0 *
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Middlemarch Partners Limited (15) 132,406 (16) 1.4% 127,406 11,550 *
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Andrew F.B. Milligan 60,856 0.7% 60,856 0 *
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Ross Beaty 282,556 (17) 3.0% 120,856 161,700 1.2%
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Brent Cook 19,493 0.2% 19,493 0 *
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Endeavour Capital Corporation (18) 34,900 0.4% 34,900 0 *
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TOTAL 7,147,088 54.8% 6,942,259 204,829 1.5%
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* Represents less than 1% of the outstanding common shares.
(1) Applicable percentage of ownership is based on 9,306,504 common shares
outstanding as of November 6, 2002, plus any securities held by such holder
exercisable for or convertible into common shares within sixty (60) days
after the date of this prospectus supplement, in accordance with Rule
13d-3(d)(1) under the Securities Exchange Act of 1934, as amended.
Beneficial ownership information as of the commencement of the offering is
contained in the original prospectus dated September 19, 2002.
(2) Because the selling security holders may sell all, some or none of their
shares or may acquire or dispose of other common shares, we cannot estimate
the aggregate number of shares which will be sold in this offering or the
number or percentage of common shares that each selling security holder
will own upon completion of this offering.
(3) Unless otherwise noted, represents the total of common shares issued upon
conversion of debentures on September 19, 2002 and common shares issuable
upon exercise of warrants issued upon that debenture conversion, as updated
to reflect sales or purchases of common shares since that date, and assumes
in all cases that all shares are sold pursuant to this offering and that no
other common shares are acquired or disposed of by the selling security
holders prior to the termination of this offering.
(4) 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. The President of Quest
Investment is Brian Bayley. The major shareholders of Quest Investment are
A&E Capital Funding, Inc., a Canadian corporation of which Robert G.
Atkinson and Gordon D. Ewart are controlling shareholders, directors and
officers, and A. Richards Rule, a shareholder who beneficially owns
approximately 14% of the outstanding voting power.
(5) Consists of 666,800 shares and 1,000,000 shares issuable upon exercise of
warrants acquired in February 2002 private placement described above.
(6) Global Resource Investments Ltd. is a private California partnership 100%
owned by Rule Investments, Inc., which in turn is 100% owned by the Rule
Family Trust u/d/t 12/17/98. A. Richards Rule is President and sole
Director of Rule Investments, and, with his wife, is co-Trustee of the Rule
Family Trust. On November 4, 2002, Global Resource distributed 248,574
common shares to Rule Investments in connection with a corporate
restructuring, and made compensatory distributions to the following selling
security holders: 12,476 common shares to PanAmerica Capital Group, Inc.,
30,799 common shares to Keith Presnell and 780 common shares to a
beneficiary of The Howard Family Trust. Rule Investments is included as a
selling security holder as to the common shares distributed to it,
replacing Global Resource as selling security holder for those shares.
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(7) Consists of 80,000 shares issuable upon exercise of warrants acquired as an
agency fee in February 2002 private placement described above, as well as
216,296 shares issuable upon exercise of warrants acquired as an agency fee
in March 2002 private placement described above.
(8) 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. Based on its filing with the Toronto
Stock Exchange in connection with its purchase of convertible debentures
from Vista Gold, the other controlling shareholder of Quest Ventures is
Brian Bayley.
(9) Silver Standard Resources Inc. is a widely-held, publicly-traded Canadian
corporation. Robert Quartermain, a director of Vista Gold, is President and
a director of Silver Standard and is the beneficial owner of approximately
2% of its outstanding common shares. To the knowledge of Silver Standard
management, no person beneficially owns 5% or more of its outstanding
common shares.
(10) PanAmerica Capital Group, Inc., is a privately-held corporation based in
Panama. Based on its filing with the Toronto Stock Exchange in connection
with its purchase of convertible debentures from Vista Gold, its President
is Patrick M. Abraham, and no person beneficially owns 10% or more of its
outstanding equity.
(11) Agora Communications Ltd. is a privately-held corporation based in
Liechtenstein. Based on its filing with the Toronto Stock Exchange in
connection with its purchase of convertible debentures from Vista Gold,
Jurg Keller is a director and authorized signatory, and no person
beneficially owns 10% or more of its outstanding equity.
(12) MDW & Associates LLC is a privately-held limited liability company based in
California. Based on its filing with the Toronto Stock Exchange in
connection with its purchase of convertible debentures from Vista Gold,
Michael D. Winn is a manager of the LLC, and each of Mr. Winn and Putney
Holding Company, L.P. owns 10% or more of its outstanding equity. Further
information as to Putney Holding Company, L.P. is not available.
(13) Exploration Capital Partners 2000 Limited Partnership is a Nevada limited
partnership. Its General Partner is Resource Capital Investment Corp., a
Nevada corporation which is 90% owned by the Rule Family Trust u/d/t
12/17/98. A. Richards Rule is President and a Director of Resource Capital,
and, with his wife, is co-Trustee of the Rule Family Trust.
(14) Adventure Seekers Travel, Inc., is a privately-held corporation based in
California. Based on its filing with the Toronto Stock Exchange in
connection with its purchase of convertible debentures from Vista Gold, its
President is Bryce W. Rhodes, and its controlling shareholders are Mr.
Rhodes and Susan W. Rhodes.
(15) Middlemarch Partners Limited is a privately-held corporation based in the
United Kingdom. Based on its filing with the Toronto Stock Exchange in
connection with its purchase of convertible debentures from Vista Gold,
Cecilia M. Kershaw is a managing director and authorized signatory, and Ms.
Kershaw and Henry Tondowski are its controlling equityholders.
(16) Includes 5,000 previously acquired common shares that were not registered
for inclusion in this offering (an additional 6,550 common shares were
acquired subsequent to commencement of this offering).
(17) Includes 161,700 previously acquired common shares that were not registered
for inclusion in this offering.
(18) Endeavour Capital Corporation is a privately-held corporation based in the
Cayman Islands. Based on its filing with the Toronto Stock Exchange in
connection with its purchase of convertible debentures from Vista Gold,
Paul Donovan is a director and authorized signatory, and its controlling
equityholders are The Equitable Life Assurance Society, a widely-held
entity, and Trinity Holdings Limited, based in Liechtenstein. Further
information as to Trinity Holdings is not available.
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