Vista Gold Corp. Refreshes Shelf Registration Statement and At-the-Market Offering
__________________ NEWS _________________
Vista Gold Corp. Refreshes Shelf Registration Statement and At-the-Market Offering
Denver, Colorado, June 29, 2020 – Vista Gold Corp. (NYSE American and TSX: VGZ) (“Vista” or the
“Company”) today announced that it has filed a $25 million Shelf Registration Statement on Form S -3
(“Shelf Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”) (SEC File
No. 333-239139) and amended its At-the-Market Offering Agreement (“ATM Agreement”) with H.C.
Wainwright & Co. LLC (“Wainwright”).
The Shelf Registration Statement and ATM Agreement are part of the Company’s ongoing business
practice to maintain financing flexibility without any incumbent obligation to use either instrument.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor
will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
The $25 million S helf Registration Statement became effective on June 24, 2020 and replaces the
Company’s prior $50 million shelf registration statement that was set to expire on July 5, 2020. A parallel
$25 million P reliminary Short Form Base Shelf Prospectus was also filed in each of the provinces of
Canada, other than Quebec (the “Canadian Jurisdictions”), on June 22, 2020. In order to qualify securities
for distribution in the Canadian Jurisdictions, a Final Short Form Base Shelf Prospectus must be filed with,
and a receipt received from, applicable Canadian securities commissions.
In addition, on June 24, 2020 the Company amended its current $10 million ATM Agreement with
Wainwright to incorporate certain representations and warranties of th e Company in relation to the filing
of the new above referenced Shelf Registration Statement, align transaction settlement dates with the
record date for certain dividend or distribution transactions, and to remove the termination date of August
31, 2020. Going forward, the ATM Agreement can be terminated by either Vista or Wainwright upon
proper notice under the terms of the ATM Agreement. No securities will be offered in Canada under the
ATM Agreement. Please refer to the Company’s Form 8-K as filed with the SEC on June 25, 2020.
The offering of common shares under the ATM Agreement will be made by way of a prospectus
supplement dated June 24, 2020 and filed with the SEC on June 25, 2020 (the "Prospectus Supplement")
to the base prospectus contained in the Shelf Registration Statement (File No. 333-239139), which became
effective June 24, 2020. The Prospectus Supplement and the base prospectus have been filed with the SEC
and is, together with the related Shelf Registration Statement, available on the SEC's website at
www.sec.gov. Alternatively, Wainwright will provide copies of these documents upon request by
contacting H.C. Wainwright & Co., LLC, 430 Park Avenue, 4th Floor, New York, NY 10022 at
All dollar amounts in this press release are in U.S. dollars.
7961 Shaffer Parkway
Suite 5
Littleton, CO 80127
Phone: 720-981-1185 Trading Symbol: VGZ
NYSE American and TSX Stock Exchanges
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About Vista Gold Corp.
The Company is a gold project developer. The Company’s flagship asset is the Mt Todd gold project in
Northern Territory, Australia. Mt Todd is the largest undeveloped gold project in Australia and if
developed as presently designed, would potentially be Australia’s 6th largest gold producer on an annual
basis.
For further information about Vista or the Mt Todd Gold Project, please contact Pamela Solly, Vice
President of Investor Relations, at (720) 981-1185.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933, as amended, and U.S. Securities
Exchange Act of 1934, as amended, and forward -looking information within the meaning of Canadian securities laws. All statements, other
than statements of historical facts, included in this press release that address activities, events or developments that we expect or anticipate
will or may occur in the future, including such things as our expectation that we may use the ATM Agreement, use of proceeds from the ATM
Agreement, the flexibility in financing opportunities provided by the Shelf Registration Statement and the ATM Agreement, the future filing
of the a final base shelf prospectus in all provinces in Canada, other than Quebec, and our intent to seek development of Mt Todd to potentially
be Australia’s 6 th largest gold producer are forward -looking statements and forward -looking information. The material factors and
assumptions used to develop the forward-looking statements and forward -looking information contained in this press release include the
following: our discussions with Prime Mining, our reliance that Prime Mining will be able to raise funds to finance its business plans; our
approved business plans, exploration and assay results, results of our test work for process area improvements, mineral resource and reserve
estimates and results of preliminary economic assessments, prefeasibility studies and feasibility studies on our projects, if any, our experience
with regulators, and positive changes to current economic conditions and the price of gold. When used in this press r elease, the words
“optimistic,” “potential,” “indicate,” “expect,” “intend,” “hopes,” “believe,” “may,” “will,” “if,” “anticipate,” and similar expressions are
intended to identify forward-looking statements and forward -looking information. These statement s involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be material ly different
from any future results, performance or achievements expressed or implied by such statements. Such factors include, among others, uncertainty
of resource and reserve estimates, uncertainty as to the Company’s future operating costs and ability to raise capital; risks relating to cost
increases for capital and operating costs; risks of shortages and fluctuating costs of equipment or supplies; risks relating to fluctuations in the
price of gold; the inherently hazardous nature of mining-related activities; potential effects on our operations of environmental regulations in
the countries in which it operates; risks due to legal proceedings; risks relating to political and economic instability in certain countries in
which it operates; uncertainty as to the results of bulk metallurgical test work; and uncertainty as to completion of critica l milestones for Mt
Todd; as well as those factors discussed under the headings “Note Regarding Forward -Looking Statements” and “Risk Factors” in the
Company’s latest Annual Report on Form 10-K as filed February 26, 2020 and other documents filed with the U.S. Securities and Exchange
Commission and Canadian securities regulatory authorities. Although we have attempted to identify important factors that could cause actual
results to differ materially from those described in forward-looking statements and forwar d-looking information, there may be other factors
that cause results not to be as anticipated, estimated or intended. Except as required by law, we assume no obligation to pub licly update any
forward-looking statements or forward-looking information; whether as a result of new information, future events or otherwise.