SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
VISTA GOLD CORP.
----------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
----------------------------------------------------------------------------
(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 Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------
(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):
------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------
/ / 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:
------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------
VISTA GOLD CORP.
NOTICE OF MEETING
AND
MANAGEMENT INFORMATION
AND PROXY CIRCULAR
for the
Annual General Meeting
to be held on
Friday, May 2, 2003
The attached Notice of Meeting, Management Information and Proxy Circular, and
form of proxy and notes thereto for the Meeting are first being sent to
shareholders of the Corporation on or about March 28, 2003.
[LETTERHEAD]
March 25, 2003
Dear Shareholder:
It is my pleasure to invite you to attend the annual general meeting of
shareholders to be held on Friday, May 2, 2003 at 10:00 a.m., Vancouver time, at
the offices of Borden Ladner Gervais LLP, 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, together with and a reply card for use by shareholders who wish to
receive the Corporation's interim financial statements are enclosed. These
documents contain important information and I would encourage you to read
them carefully.
Yours truly,
[/S/ RONALD J. MCGREGOR]
(Signed) RONALD J. MCGREGOR
President and
Chief Executive Officer
VISTA GOLD CORP.
NOTICE OF MEETING
NOTICE IS HEREBY GIVEN THAT the 2003 annual 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 Friday, May 2, 2003 at 10:00 a.m., Vancouver time, for the
following purposes:
1. to receive the annual report to shareholders and the consolidated
financial statements of the Corporation, together with the auditor's
report thereon, for the fiscal year ended December 31, 2002;
2. to elect directors to hold office until the next annual general meeting;
3. to appoint PricewaterhouseCoopers LLP, Chartered Accountants, as auditor
to hold office until the next annual general meeting at a remuneration to
be fixed by the directors;
4. to consider and approve an ordinary resolution authorizing the
Corporation to amend the terms of the Corporation's Stock Option Plan to
increase the maximum number of common shares in the capital of the
Corporation for which options may be granted under such plan by
775,000 common shares, from 225,000 common shares, to 1,000,000 common
shares; and
5. 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 100
University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy
Department, before 10:00 a.m., Toronto time, on Wednesday, April 30, 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 March 28, 2003.
DATED at Littleton, Colorado, this 25th day of March, 2003.
BY ORDER OF THE BOARD OF DIRECTORS
[/S/ RONALD J. MCGREGOR]
(Signed) RONALD J. MCGREGOR
President and
Chief Executive Officer
TABLE OF CONTENTS
LETTER TO SHAREHOLDERS
NOTICE OF MEETING
MANAGEMENT INFORMATION AND PROXY CIRCULAR
Particulars of Matters to be Acted Upon................... 1
Election of Directors................................... 1
Appointment of Auditors................................. 3
Amendment to Stock Option Plan.......................... 4
Information About Proxies................................. 6
Solicitation of Proxies................................. 6
Appointment of Proxyholder.............................. 6
Revocation of Proxy..................................... 6
Voting of Proxies....................................... 6
Exercise of Discretion by Proxyholders.................. 7
Securities Entitled to Vote............................... 7
Ownership of the Corporation's Common Shares.............. 7
Ownership by Management................................. 7
Ownership by Principal Shareholders..................... 8
Quorum and Percentage of Votes Necessary to Pass
Resolutions............................................. 9
Corporate Governance...................................... 10
Committees of the Board of Directors and Meetings....... 10
Audit Committee Report.................................. 11
Executive Compensation.................................... 11
Summary Compensation Table.............................. 11
Long-Term Incentive Plan................................ 12
Stock Options........................................... 12
Pension and Retirement Savings Plans.................... 14
Termination of Employment, Change in Responsibilities
and Employment Contracts............................... 14
Report of the Compensation Committee.................... 15
Performance Graph....................................... 16
Compensation of Directors and Officers.................. 16
Indebtedness of Directors and Senior Officers............. 17
Director and Officer Liability Insurance.................. 17
Interest of Management and Others in Material
Transactions............................................ 17
Management Contracts...................................... 18
Interest of Certain Persons in Matters to be Acted Upon... 18
Shareholder Proposals..................................... 18
Other Matters............................................. 18
Dissenters' Rights of Appraisal........................... 18
Section 16(a) Beneficial Ownership Reporting Compliance... 18
Availability of Documents................................. 19
Multiple Shareholders Sharing the Same Address............ 19
Board of Director Approval................................ 20
Schedule "A"--Resolution to Approve Amendment to Stock
Option Plan............................................... A-1
Schedule "B"--Stock Option Plan............................. B-1
Schedule "C"--Alignment with TSX Corporate Governance
Guidelines................................................ C-1
Schedule "D"--Audit Committee Charter....................... D-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 ANNUAL 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 FRIDAY, MAY 2, 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 March 28, 2003. Unless
otherwise stated, the information contained in this Information Circular is
given as at March 25, 2003.
The executive office of the Corporation is located at 7961 Shaffer Parkway,
Suite 5, Littleton, Colorado, U.S.A., 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 on March 11,
2003, in The Whitehorse Star on March 12, 2003 and in The Toronto Star on
March 13, 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
ELECTION OF DIRECTORS
The directors of the Corporation are elected at each annual general meeting and
hold office until the close of the next annual general meeting or until their
successors are duly elected or appointed. Management proposes to nominate each
of the following five persons for election as a director of the Corporation.
Proxies cannot be voted for a greater number of persons than the number of
nominees named. IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THE ENCLOSED
FORM OF PROXY WILL BE VOTED FOR THE NOMINEES LISTED BELOW.
Information concerning the five nominees, as furnished by them individually, is
set forth below.
NUMBER OF
PRINCIPAL OCCUPATION, SHARES
NAME, RESIDENCE, POSITION AND AGE BUSINESS OR EMPLOYMENT(1) DIRECTOR SINCE HELD(2)
--------------------------------- -------------------------------- -------------- ---------
JOHN M. CLARK(3)(4)(5)............ Chartered Accountant; President May 18, 2001 10,000(6)
Toronto, Ontario of Investment and Technical
DIRECTOR Management Corp., a firm engaged
Age--47 in corporate finance and
merchant banking, from
February 1999 to present;
Independent consultant providing
investment and management
advisory services from
February 1998 to January 1999;
Executive Chairman of Laurasia
Resources Limited, an oil and
gas company, from 1988 to
February 1998.
1
NUMBER OF
PRINCIPAL OCCUPATION, SHARES
NAME, RESIDENCE, POSITION AND AGE BUSINESS OR EMPLOYMENT(1) DIRECTOR SINCE HELD(2)
--------------------------------- -------------------------------- -------------- ---------
RONALD J. MCGREGOR................ President and Chief Executive May 19, 1999 48,500(7)
Littleton, Colorado Officer of the Corporation from
DIRECTOR September 2000 to present; Vice
Age--55 President, Development and
Operations of the Corporation
from July 1996 to
September 2000.
C. THOMAS OGRYZLO(3)(4)(5)........ Businessman; Executive Vice March 8, 1996 10,000(6)
Toronto, Ontario President and Chief Operating
DIRECTOR Officer of Polaris Energy Corp.,
Age--63 a Panamanian power company, from
June 2001 to present; President
and Chief Executive Officer of
Canatec Development Corporation,
a resource management company,
from January 2000 to present;
President and Chief Executive
Officer of Black Hawk
Mining Inc. and its subsidiary
Triton Mining Corporation, both
gold mining companies, from
July 1997 to January 2000; prior
thereto, Chairman of Kilborn
SNC-Lavalin Inc., an engineering
contractor.
MICHAEL B. RICHINGS............... Mining engineer; formerly, May 1, 1995 20,000(8)
Littleton, Colorado President and Chief Executive
DIRECTOR Officer of the Corporation from
Age--58 June 1995 to September 2000.
ROBERT A. QUARTERMAIN(3)(4)(5).... Geologist; President and Chief April 26, 2002 199,930(9)
Vancouver, British Columbia Executive Officer of Silver
DIRECTOR Standard Resources Inc., a
Age--48 silver resource company, from
January 1985 to present.
------------------------------
(1) Includes occupations for the five preceding years.
(2) In accordance with Rule 13d-3(d)(1) under the United States SECURITIES
EXCHANGE ACT OF 1934, as amended, the applicable ownership total for each
person is based on 12,566,725 common shares in the capital of the
Corporation (the "COMMON SHARES") outstanding as of March 25, 2003, plus any
securities held by such person exercisable for or convertible into Common
Shares within 60 days after the date of this Information Circular. Ownership
totals exclude Common Shares which may be acquired upon exercise of options
granted by the Board of Directors, subject to shareholder approval to be
sought at this Meeting, as follows: John M. Clark--40,000; Ronald J.
McGregor--190,000; C. Thomas Ogryzlo--40,000; Michael B. Richings--80,000;
and Robert A. Quartermain--40,000.
(3) Member of Compensation Committee.
(4) Member of Audit Committee.
(5) Member of Corporate Governance Committee.
(6) Includes 10,000 Common Shares which may be acquired upon the exercise of
immediately exercisable options.
2
(7) Includes 47,500 Common Shares which may be acquired upon the exercise of
immediately exercisable options.
(8) Includes 20,000 Common Shares which may be acquired upon the exercise of
immediately exercisable options.
(9) Includes 97,465 Common Shares which may be acquired upon the exercise of
immediately exercisable warrants and 10,000 Common Shares which may be
acquired upon the exercise of immediately exercisable options.
The information as to the municipality of residence, principal occupation and
number of Common Shares owned by the nominees listed in the above table is not
within the knowledge of the management of the Corporation, and has been
furnished by the individual appointees as of March 25, 2003.
There are no family relationships among any of the above directors of the
Corporation. No directors of the Corporation are also directors of issuers with
a class of securities registered under Section 12 of the United States
SECURITIES EXCHANGE ACT OF 1934 (the "EXCHANGE ACT") (or which otherwise are
required to file periodic reports under the Exchange Act) except for Robert
Quartermain, who is a director of Silver Standard Resources Inc., Repadre
Capital Corp. and Western Copper Holdings Ltd.
None of the above directors has entered into any arrangement or understanding
with any other person pursuant to which he was, or is to be, elected as a
director of the Corporation or a nominee of any other person, except that
Mr. Quartermain was appointed to the Board of Directors as a nominee of Global
Resource Investments Ltd. ("GLOBAL") in connection with the private placement
transaction that was completed in February and March, 2002. See "Interest of
Management and Others in Material Transactions". The Corporation understands
that all of the outstanding shares of Global are beneficially owned by Mr. A.
Richards Rule, and that Mr. Rule beneficially owns approximately 16.9% of the
Common Shares of the Corporation and also beneficially owns more than 10% of the
issued and outstanding shares of Quest Investment Corporation ("QUEST"). As at
March 25, 2003, Quest beneficially owned approximately 8.1% of the Common Shares
of the Corporation. See "Ownership of the Corporation's Common Shares".
Additional information regarding the various committees of the Board of
Directors, and the attendance of each director at meetings of the Board of
Directors and its committees held during 2002 is set out below under "Corporate
Governance--Committees of the Board of Directors".
APPOINTMENT OF AUDITORS
Unless otherwise instructed, the proxies given pursuant to this solicitation
will be voted for the re-appointment of PricewaterhouseCoopers LLP, Chartered
Accountants, of Vancouver, British Columbia, as the auditor of the Corporation
to hold office until the close of the next annual general meeting of the
Corporation or until a successor is appointed. It is proposed that the
remuneration to be paid to the auditor be fixed by the Board of Directors.
PricewaterhouseCoopers LLP (then Coopers & Lybrand) was first appointed the
auditor of the Corporation on June 28, 1985.
Representatives of PricewaterhouseCoopers LLP are expected to be present at the
Meeting and to be available to respond to appropriate questions from persons
present at the Meeting. If representatives of PricewaterhouseCoopers LLP are
present at the Meeting, the Chairman of the Meeting will provide such
representatives with the opportunity to make a statement if they so desire.
FEES PAID TO AUDITORS AND THEIR INDEPENDENCE FROM THE CORPORATION
The aggregate fees billed by PricewaterhouseCoopers LLP for their audit of the
Corporation's 2002 financial statements and for their review of the
Corporation's financial statements included in the Corporation's quarterly
reports on Form 10-QSB for 2002 were approximately U.S.$37,000. During 2002,
PricewaterhouseCoopers LLP did not bill the Corporation for any fees related to
financial information systems design and implementation services rendered in
fiscal 2002. During 2002, the aggregate fees billed by
PricewaterhouseCoopers LLP for all other services rendered in fiscal 2002 were
approximately U.S.$17,000.
3
In reviewing the independence of PricewaterhouseCoopers LLP, the Audit Committee
of the Board of Directors considered whether the provision of the services
described above, other than the services related to the audit of the
Corporation's annual financial statements and review of financial statements
included in the Corporation's quarterly reports, is compatible with maintaining
the independence of PricewaterhouseCoopers LLP.
AMENDMENT TO STOCK OPTION PLAN
At the Meeting, the shareholders will be asked to consider and, if thought
appropriate, approve by way of an ordinary resolution an amendment to the terms
of the Corporation's Stock Option Plan adopted on November 1, 1996 and amended
as approved by the shareholders on May 10, 1999 (the "CURRENT PLAN"), to
increase the maximum number of Common Shares that may be reserved for issuance
upon the exercise of stock options issued to directors, officers and employees
of the Corporation and its subsidiaries, and persons or companies engaged to
provide ongoing consulting or other services for the Corporation or any of its
subsidiaries. As at March 25, 2003, the Corporation had two executive officers
(one of whom is a director), four non-employee directors, six employees and two
consultants, all of whom were eligible to receive awards under the Current Plan.
Additional information about the Current Plan is set out below under "Executive
Compensation--Stock Options".
The Current Plan provides that the maximum number of Common Shares which may be
issued under the Current Plan shall be 225,000 Common Shares (after giving
effect to a one for 20 share consolidation of the Corporation's Common Shares
made effective on June 19, 2002). The proposed amendment to the Current Plan
would increase the maximum number of Common Shares which may be issued under the
Current Plan to 1,000,000 Common Shares. This maximum number of Common Shares is
subject to an adjustment mechanism to alter, as appropriate, the option price or
number of shares issuable under the Current Plan upon a share reorganization,
corporate reorganization or other such event not in the ordinary course of
business which alters the share price or number of Common Shares outstanding.
Other than the options granted as described herein, subject to shareholder
approval of the proposed amendment to the Current Plan, granting of options is
discretionary and the Corporation cannot now determine the number of options
that will be granted in the future to any particular person or group. As at
March 25, 2003, the Board of Directors has granted options to purchase a total
of 452,500 Common Shares, which is over and above the current 225,000 limit
permitted under the Current Plan, as follows: John M. Clark (Director)--40,000;
Ronald J. McGregor (Director, President and Chief Executive Officer)--190,000;
C. Thomas Ogryzlo (Director)--40,000; Michael B. Richings (Director)--80,000;
Robert A. Quartermain (Director)--40,000; and John F. Engele (Vice President,
Finance and Chief Financial Officer)--62,500. The exercise of these options is
subject to the shareholders of the Corporation approving the proposed amendment
to the Current Plan. On March 25, 2003, the closing price of a Common Share, as
reported on the Toronto Stock Exchange (the "TSX"), was Cdn.$4.65 per share, and
as reported on the American Stock Exchange, was U.S.$3.21 per share.
The Board believes that the amendment of the Current Plan is necessary and in
the best interests of shareholders in order for the Corporation and its
subsidiaries to continue to attract and retain capable and experienced
directors, officers and employees, as well as to provide incentives to other key
service providers. In order to attract personnel who are capable and experienced
and to align their compensation with the interests of the shareholders, the
Corporation needs to be in a position to offer options to acquire Common Shares
in excess of the 225,000 Common Share maximum under the Current Plan.
Shareholder approval of the proposed amendment to the Current Plan is required
pursuant to the terms of the Current Plan and the rules and policies of the TSX.
The rules and policies of the TSX further require that the amendment to the
Current Plan must be approved by a majority of votes cast at the Meeting other
than votes attaching to Common Shares beneficially owned by insiders to whom
options under the Current Plan may be issued and their associates. As at
March 25, 2003, the Corporation understands that a total of
4
93,465 votes will not be counted for the purposes of determining whether the
required level of shareholder approval has been obtained for the amendment to
the Current Plan.
The Corporation does not provide financial assistance to facilitate the purchase
of Common Shares to directors, officers or employees of the Corporation or its
subsidiaries, or persons or companies engaged to provide ongoing consulting or
other services for the Corporation or any of its subsidiaries, who hold options
granted under the Current Plan.
The text of the ordinary resolution to amend the Current Plan is annexed as
Resolution No. 1 of SCHEDULE "A" to this Information Circular. The text of the
Corporation's amended Stock Option Plan is set forth in SCHEDULE "B" to this
Information Circular.
U.S. TAX INFORMATION
Under U.S. tax law, a participant will not recognize taxable income upon the
grant of a non-statutory stock option (i.e., an option that does not qualify as
an "incentive stock option" under Section 422 of the U.S. Internal Revenue
Code). Upon exercise of a non-statutory stock option, a participant generally
will recognize ordinary compensation income in an amount equal to the excess of
the fair market value of the common shares acquired through the exercise of the
option ("OPTION SHARES") on the exercise date over the exercise price.
With respect to any Option Shares, a participant will have a tax basis equal to
the exercise price plus any income recognized upon the exercise of the option.
Upon selling Option Shares, a participant generally will recognize capital gain
or loss in an amount equal to the difference between the sale price of the
Option Shares and the participant's tax basis in the Option Shares. This capital
gain or loss will be a long-term gain or loss if the participant has held the
Option Shares for more than one year prior to the date of the sale.
As to the Corporation, the grant of a stock option generally will have no United
States income tax consequences, but the Corporation will be entitled to a
business-expense deduction in the United States with respect to any ordinary
compensation income recognized by a participant as a result of the exercise of a
non-statutory stock option.
CANADIAN TAX INFORMATION
Under Canadian income tax law, a Canadian resident employee who receives options
under the Stock Option Plan will not recognize a taxable benefit (the "BENEFIT")
upon the grant of the option. Under section 7 of the Canadian INCOME TAX ACT,
the Benefit is recognized and, unless an election is filed by the employee under
subsection 7(10) of the Canadian INCOME TAX ACT, will be included in the
employee's employment income, when the option is exercised. The amount of the
Benefit will be the excess of the fair market value of the Option Shares on the
exercise date over the exercise price. In computing the employee's taxable
income for Canadian tax purposes, an offsetting deduction of one-half of the
Benefit is available as against the employee's total income if certain
requirements are satisfied.
An employee who makes a "qualifying acquisition" as defined in subsection 7(9)
of the Canadian INCOME TAX ACT may file an election before January 16 of the
year following the year in which the option is exercised to defer the
recognition of a taxable benefit arising from the exercise of stock options
until the Option Shares are disposed of by the employee, the employee dies, or
the employee becomes non-resident for Canadian income tax law purposes. The
deferral is subject to an annual limit of $100,000, based on the year in which
the option becomes exercisable and on the value of the Common Shares when the
option was granted.
The employee's adjusted cost base of the Option Shares is equal to the exercise
price plus the amount of the Benefit. Upon the disposition of the Option Shares,
the employee will generally recognize a capital gain or loss in an amount equal
to the difference between the sale price of the Option Shares and the employee's
adjusted cost base.
5
As for the Corporation, there are no Canadian income tax consequences with
respect to the grant of the stock options. The Corporation will not be entitled
to a deduction in Canada with respect to the exercise of stock options even
though the employee is deemed to receive a taxable benefit from employment.
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 100 University Avenue,
9th Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, before
10:00 a.m., Toronto time, on Wednesday, April 30, 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 manner 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
6
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.
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 March 25, 2003, the authorized share capital of the Corporation is divided
into an unlimited number of Common Shares, of which 12,566,725 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
March 26, 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 March 26, 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 March 26, 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.
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 March 25, 2003, by (i) each
of the Corporation's executive officers and directors and (ii) the Corporation's
executive officers and directors, as a group.
COMMON SHARES PERCENTAGE
NAME AND ADDRESS(1) BENEFICIALLY OWNED(2) OF CLASS
------------------- --------------------- ----------
JOHN M. CLARK............................................... 10,000(3) *
DIRECTOR
RONALD J. MCGREGOR.......................................... 48,500(4) *
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
DIRECTOR
7
COMMON SHARES PERCENTAGE
NAME AND ADDRESS(1) BENEFICIALLY OWNED(2) OF CLASS
------------------- --------------------- ----------
C. THOMAS OGRYZLO........................................... 10,000(3) *
DIRECTOR
MICHAEL B. RICHINGS......................................... 20,000(5) *
DIRECTOR
ROBERT A. QUARTERMAIN....................................... 199,930(6) 1.6%
DIRECTOR
JOHN F. ENGELE.............................................. 8,750(7) *
VICE PRESIDENT, FINANCE AND
CHIEF FINANCIAL OFFICER
All executive officers and directors as a group (6 persons) 297,180 2.4%
------------------------------
* 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) In accordance with Rule 13d-3(d)(1) under the United States SECURITIES
EXCHANGE ACT OF 1934, as amended, the applicable percentage of ownership
for each person is based on 12,566,725 Common Shares outstanding as of
March 25, 2003, plus any securities held by such person exercisable for or
convertible into Common Shares within 60 days after the date of this
Information Circular. Ownership totals exclude Common Shares which may be
acquired upon exercise of options granted by the Board of Directors, subject
to shareholder approval to be sought at this Meeting, as follows: John M.
Clark--40,000; Ronald J. McGregor--190,000; C. Thomas Ogryzlo--40,000;
Michael B. Richings--80,000; Robert A. Quartermain--40,000; and John F.
Engele--62,500.
(3) Includes 10,000 Common Shares which may be acquired upon the exercise of
immediately exercisable options.
(4) Includes 47,500 Common Shares which may be acquired upon the exercise of
immediately exercisable options.
(5) Includes 20,000 Common Shares which may be acquired upon the exercise of
immediately exercisable options.
(6) Includes 97,465 Common Shares which may be acquired upon the exercise of
immediately exercisable warrants and 10,000 Common Shares which may be
acquired upon the exercise of immediately exercisable options.
Mr. Quartermain was appointed as a director of the Corporation on
April 26, 2002.
(7) Includes 8,750 Common Shares which may be acquired upon the exercise of
immediately exercisable options.
OWNERSHIP BY PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Corporation's Common Shares, as of March 25, 2003, by each
shareholder known to the Corporation to be the beneficial owner of more than 5%
of the Corporation's Common Shares.
COMMON SHARES PERCENTAGE
NAME AND ADDRESS BENEFICIALLY OWNED(1) OF CLASS
---------------- --------------------- ----------
Vertical Ventures Investments, LLC(2)....................... 765,956 6.0%
6th Floor, 650 6th Ave.
New York, New York, USA 10019
PanAmerica Capital Group, Inc.(3)........................... 870,160 6.8%
12th Floor, World Trade Center
Panama City, Panama
Quest Investment Corporation(4)............................. 1,080,000 8.1%
300 - 570 Granville Street
Vancouver, British Columbia
Canada V6C 3P1
8
COMMON SHARES PERCENTAGE
NAME AND ADDRESS BENEFICIALLY OWNED(1) OF CLASS
---------------- --------------------- ----------
Exploration Capital Partners 2000 Limited Partnership,...... 2,328,634 16.9%
Resource Capital Investment Corporation, Rule Family
Trust u/d/t 12/17/98 and Arthur Richards Rule(5)
------------------------------
(1) In accordance with Rule 13d-3(d)(1) under the United States SECURITIES
EXCHANGE ACT OF 1934, as amended, the applicable percentage of ownership of
each shareholder is based on 12,566,725 Common Shares outstanding as of
March 25, 2003, plus any securities held by such shareholder exercisable for
or convertible into Common Shares within 60 days after the date of this
Information Circular.
(2) Includes 382,978 Common Shares which may be acquired upon the exercise of
immediately exercisable common share purchase warrants.
(3) Includes 428,625 Common Shares which may be acquired upon the exercise of
immediately exercisable common share purchase warrants.
(4) Includes 1,000,000 Common Shares which may be acquired upon the exercise of
immediately exercisable common share purchase warrants. Quest Investment
Corporation ("QUEST") is the successor to Stockscape.com Technologies Inc.
pursuant to an amalgamation with three other companies effected in
July 2002. Quest 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 the Corporation until October 24,
2002, is a director of Quest and holds approximately 4.6% of the votes
attributable to the outstanding shares of Quest. A. Richards Rule,
beneficial owner of all the shares of Global Resource Investments Ltd.,
beneficially owns shares carrying approximately 14% of the votes
attributable to the outstanding shares of Quest.
(5) Exploration Capital Partners 2000 Limited Partnership ("EXPLORATION
CAPITAL"), a Nevada limited partnership, is the direct owner of 930,007
Common Shares and 1,122,807 Common Shares which may be acquired upon the
exercise of immediately exercisable common share purchase warrants. The
corporate General Partner of Exploration Capital is Resource Capital
Investment Corp. ("RESOURCE CAPITAL"), a Nevada corporation which is 90%
owned by the Rule Family Trust u/d/t 12/17/98 (the "RULE TRUST"). A.
Richards Rule is President and a Director of Resource Capital, and, with his
wife, is co-trustee of the Rule Trust. Global Resource Investments Ltd.
(defined above as "GLOBAL") is the direct owner of 275,820 Common Shares
which may be acquired upon the exercise of immediately exercisable common
share purchase warrants. The corporate General Partner of Global is Rule
Investments, Inc. ("RULE INVESTMENTS"). The Rule Trust owns 100% of Rule
Investments. Accordingly, the Rule Trust and Mr. Rule are indirect
beneficial owners of an aggregate of 930,007 Common Shares and 1,398,627
Common Shares which may be acquired upon the exercise of immediately
exercisable common share purchase warrants as directly owned by Exploration
Capital and Global, as described herein. The address for each of Exploration
Capital, Resource Capital, the Rule Trust, Mr. Rule, Global and Rule
Investments is 7770 El Camino Real, Carlsbad, California 92009.
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 resolution authorizing the Corporation to amend the Current Plan
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 this
resolution. The rules and policies of the TSX further require that the amendment
to the Current Plan must be approved by a majority of votes cast at the Meeting
other than votes attaching to Common Shares beneficially owned by insiders to
whom options under the Current Plan may be issued and their associates. As at
March 25, 2003, the Corporation understands that a total of 93,465 votes will
not be counted for the purposes of determining whether the required level of
shareholder approval has been obtained for the amendment to the Current Plan.
See "Particulars of Matters to be Acted Upon--Amendment to Stock Option Plan".
Directors will be elected by a plurality of the votes cast by shareholders who
vote in person or by proxy at the Meeting.
9
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.
CORPORATE GOVERNANCE
The Corporation's Board of Directors and executive officers consider good
corporate governance to be an important factor in the efficient and effective
operation of the Corporation. The TSX has established guidelines for effective
corporate governance. The Board of Directors is of the view that the
Corporation's system of corporate governance meets or exceeds these guidelines.
A detailed description of how the Corporation's system of corporate governance
compares to the corporate governance guidelines established by the TSX is
attached as SCHEDULE "C" to this Information Circular.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS
During fiscal 2002, there were three standing committees of the Board of
Directors: the Audit Committee; the Corporate Governance Committee; and the
Compensation Committee, each described below. Between meetings of the Board of
Directors, certain of its powers may be exercised by these standing committees,
and these committees, as well as the Board of Directors, sometimes act by
unanimous written consent. All of the directors on each committee are
unrelated directors.
The Audit Committee is chaired by John M. Clark. Its other members are
C. Thomas Ogryzlo, Robert A. Quartermain (as of April 26, 2002) and A. Murray
Sinclair (from February 21, 2002 until October 24, 2002). Its primary function
is to assist the Board of Directors in fulfilling its oversight responsibilities
by reviewing (i) the financial statements, reports and other information
provided to shareholders, regulators and others, (ii) the internal controls that
management and the Board have established, and (iii) the audit, accounting and
financial reporting processes generally. The Audit Committee met four times
during the fiscal year ended December 31, 2002. Additional information about the
Audit Committee is contained below under "Audit Committee Report".
The Corporate Governance Committee is chaired by C. Thomas Ogryzlo. Its other
members are John M. Clark, Robert A. Quartermain (as of April 26, 2002) and
A. Murray Sinclair (from February 21, 2002 until October 24, 2002). The
Corporate Governance Committee's functions are to review the Corporation's
governance activities and policies in light of the corporate governance
guidelines published by the TSX and also to review proposed nominees for the
Board. The Corporate Governance Committee met twice during the fiscal year ended
December 31, 2002. Additional information about the Corporate Governance
Committee is contained above under "Corporate Governance" and in SCHEDULE "C" to
this Information Circular.
The Compensation Committee is chaired by John M. Clark. Its other members are
C. Thomas Ogryzlo, Robert A. Quartermain (as of April 26, 2002) and A. Murray
Sinclair (from February 21, 2002 until October 24, 2002). The Compensation
Committee's functions are to review and recommend compensation policies and
programs to the Corporation as well as salary and benefit levels for its
executives. The Compensation Committee met twice during the fiscal year ended
December 31, 2002. Additional information about the Compensation Committee is
contained under the heading "Executive Compensation--Report of the
Compensation Committee".
During the fiscal year ended December 31, 2002, the Board of Directors met
10 times. Each director attended at least 75% of the total number of each of the
meetings of the Board of Directors and the meetings of the committees on which
he served.
10
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors is responsible for providing
independent, objective oversight of the Corporation's accounting functions and
internal controls. The Audit Committee acts under a written charter adopted and
approved by the Board of Directors in 2001 and is reviewed annually. Each of the
members of the Audit Committee is independent, as defined by the American Stock
Exchange listing standards. A copy of the Audit Committee charter is attached
hereto as SCHEDULE "D".
The responsibilities of the Audit Committee include recommending to the Board of
Directors an accounting firm to be engaged as the Corporation's independent
accountants. The Audit Committee is responsible for recommending to the Board of
Directors that Corporation's financial statements be included in its annual
report. The Audit Committee took a number of steps in making this recommendation
for fiscal year 2002.
First, the Audit Committee discussed with PricewaterhouseCoopers LLP those
matters required to be discussed by Statement on Auditing Standards. No. 61,
including information regarding the scope and results of the audit. These
communications and discussions are intended to assist the Audit Committee in
overseeing the financial reporting and disclosure process. Second, the Audit
Committee discussed with PricewaterhouseCoopers LLP the independence of
PricewaterhouseCoopers LLP and received from PricewaterhouseCoopers LLP the
letter required by Independence Standards Board Standard No. 1, concerning their
independence as required under applicable independence standards for auditors of
public companies. This discussion and disclosure assisted the Audit Committee in
evaluating such independence. Finally, the Audit Committee reviewed and
discussed, with the Corporation's management and PricewaterhouseCoopers LLP, the
Corporation's audited consolidated balance sheets at December 31, 2002, and
consolidated statements of income, cash flows and shareholders' equity for the
fiscal year ended December 31, 2002. Based on the discussions with
PricewaterhouseCoopers LLP concerning the audit, the independence discussions,
and the financial statement review, and such other matters deemed relevant and
appropriate by the Audit Committee, the Audit Committee recommended to the Board
of Directors that the Corporation's financial statements be included in its 2002
Annual Report on Form 10-K.
Submitted on behalf of the Audit
Committee
JOHN M. CLARK (Chairman)
C. THOMAS OGRYZLO
ROBERT A. QUARTERMAIN
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
most highly compensated executive officer (other than the President and Chief
Executive Officer) who was serving as an executive officer at the end of the
Corporation's most recently completed financial year and during such year
received, in his capacity as officer of the Corporation and any of its
subsidiaries, in excess of Cdn.$100,000 (collectively, the "NAMED EXECUTIVE
OFFICERS"), for each of the Corporation's three most recently completed
financial years ended December 31, 2002, 2001 and 2000. All currency figures
under the heading "Summary Compensation Table" are in United States dollars.
11
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
------------
NUMBER OF
ANNUAL COMPENSATION COMMON
------------------------------------- SHARES UNDER
OTHER ANNUAL OPTIONS ALL OTHER
SALARY BONUS COMPENSATION(1) GRANTED(2) COMPENSATION(3)
NAME AND PRINCIPAL POSITION YEAR (U.S.$) (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 one for 20 share
consolidation made effective on June 19, 2002. The following option grants
included in "Numbers of Common Shares Under Options Granted", are subject to
shareholder approval: Ronald J. McGregor--180,000; and John F.
Engele--52,500. No stock appreciation rights 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 "Pension 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 a Stock Option Plan which provides for grants to
directors, officers, employees and consultants of the Corporation, or its
subsidiaries, of options to purchase Common Shares. Under the Stock Option Plan,
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. 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.
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 TSX 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
12
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 POTENTIAL
OPTIONS REALIZABLE VALUE AT
NUMBER GRANTED TO MARKET VALUE OF ASSUMED ANNUAL
OF EMPLOYEES SECURITIES RATES OF STOCK
SECURITIES IN UNDERLYING PRICE APPRECIATION
UNDER FINANCIAL EXERCISE OR OPTIONS ON THE FOR OPTION TERM
OPTION(1) YEAR BASE PRICE DATE OF GRANT EXPIRY DATE 5%/10%
NAME (#) (%) (CDN.$/SECURITY) (CDN.$/SECURITY)(2) (M/D/Y) (CDN.$)
---- ---------- ---------- ---------------- ------------------- ----------- -------------------
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) The following option grants included in "Number of Securities Under
Option", are subject to shareholder approval: 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 TSX on the day preceding the date of grant.
The reported high and low trading prices of the Corporation's Common Shares on
the TSX 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.$2.25
AGGREGATED OPTION EXERCISES AND VALUE OF UNEXERCISED OPTIONS
A summary of the exercise of options by the Named Executive Officers during the
financial year ended December 31, 2002 and the value at December 31, 2002 of
unexercised in-the-money options held by the Named Executive Officers issued is
set out in the table below. No SARs are outstanding. All currency figures under
the heading "Aggregated Option Exercises and Value of Unexercised Options" are
in Canadian dollars.
13
AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
AND FINANCIAL YEAR-END OPTION VALUES
VALUE OF
UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SECURITIES AGGREGATE FINANCIAL YEAR-END FINANCIAL YEAR-END
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)(2)
NAME (#) (CDN.$) (#) (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 TSX on the
last trading day of the financial year, being Cdn.$6.38.
(2) The following option grants included in "Value of Unexercised in-the-Money
Options at Financial Year-End Exercisable/ Unexercisable", are subject to
shareholder approval: Ronald J. McGregor--180,000; and John F.
Engele--52,500.
PENSION AND RETIREMENT SAVINGS PLANS
The Corporation sponsors a qualified tax-deferred savings plan in accordance
with the provisions of Section 401(k) of the U.S. Internal Revenue 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.
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 six 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. Engele'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.
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
14
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
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Corporation has a Compensation Committee comprised of the following
directors: John M. Clark (Chairman), C. Thomas Ogryzlo, Robert A. Quartermain
(as of April 26, 2002) 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.
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
15
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
ROBERT A. QUARTERMAIN
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
VGZ TORONTO S&P/TSX GOLD S&P/TSX COMPOSITE
1997 100 100 100
1998 65 90 93
1999 40 75 130
2000 25 68 140
2001 35 80 120
2002 95 115 100
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
16
directors of the Corporation and any of its subsidiaries was U.S.$30,700, 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 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 5% 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.
In February 2003, the Corporation completed a private placement of special
warrants for gross proceeds of U.S.$3,402,000 (the "SPECIAL WARRANT OFFERING").
The Corporation retained Global Resource Investments Ltd. (defined above as
"GLOBAL") and paid Global a cash commission equal to U.S.$340,020 as
consideration for Global's services as finder. In addition, the Corporation paid
Global a total of Cdn.$21,621.88 representing the legal costs incurred by Global
in connection with the Special Warrant Offering.
In November 2002, the Corporation entered into a non-binding letter of intent to
grant to Silver Standard Resources Inc. ("SILVER STANDARD") an option to acquire
the Corporation' s interest in the silver resources hosted in the Maverick
Springs project in Nevada. As of the date of this Information Circular, a
definitive agreement has not yet been finalized between the Corporation and
Silver Standard. Robert A. Quartermain is a director of both Silver Standard and
the Corporation.
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 296,296 Common Shares and warrants to acquire an additional
296,296 Common Shares (such numbers after giving effect to the consolidation of
the Corporation's Common Shares made effective on June 19, 2002) 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 and special general meeting held in April 2002.
The Corporation understands that all of the outstanding shares of Global are
beneficially owned by Mr. A. Richards Rule, and that Mr. Rule beneficially owns
approximately 16.9% of the Common Shares of the Corporation and also
beneficially owns more than 10% of the issued and outstanding shares of Quest
17
Investment Corporation (defined above as "QUEST"). As at March 25, 2003, Quest
beneficially owned approximately 8.1% of the Common Shares of the Corporation.
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 Exchange Act, the deadline for submitting shareholder proposals for
inclusion in the management information and proxy circular for an annual meeting
of the Corporation is calculated in accordance with Rule 14a-8(e)(3) of
Regulation 14A to that Act. If the proposal is submitted for a regularly
scheduled annual meeting, the proposal must be received at the Corporation's
principal executive offices not less than 120 calendar days before the date of
the Corporation's management information and proxy circular released to the
Corporation's shareholders in connection with the previous year's annual
meeting. However, if the Corporation did not hold an annual meeting the previous
year, or if the date of the current year's annual meeting has been changed by
more than 30 days from the date of the previous year's meeting, then the
deadline is a reasonable time before the Corporation begins to print and mail
its proxy materials. Accordingly, unless the date of the next annual meeting is
changed by more than 30 days from the date of this year's meeting the deadline
for submitting shareholder proposals for inclusion in the management information
and proxy circular for the next annual meeting of the Corporation will be
November 25, 2003.
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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Corporation's officers and
directors, and persons who own more than 10% of the Corporation's Common Shares,
to file reports of ownership and changes of ownership of such securities with
the United States Securities and Exchange Commission. Based on a review of the
Corporation's records, management believes that all filing requirements
applicable to the Corporation's officers, directors and holders of more than 10%
of the Corporation's Common Shares were complied with during the 2002 fiscal
year, except that: with respect to Mr. Quartermain, a Form 3 was filed late, a
Form 4 was filed late concerning a sale of Common Shares, and a Form 4 was filed
late concerning the automatic conversion of debentures upon effectiveness of a
resale registration statement covering
18
resale by selling security holders of the Corporation's Common Shares; with
respect to Murray Sinclair (who was a director until October 24, 2002), a
Form 4 was filed late concerning an indirect acquisition of convertible
debentures, the same Form 4 included another late report of option exercise and
sale of Common Shares, and a Form 4 was filed late concerning the automatic
conversion of debentures upon effectiveness of the resale registration
statement; with respect to Exploration Capital and Resource Capital, joint
filers and holders of more than ten percent of the Corporation's Common Shares,
a Form 4 was filed late concerning automatic conversion of debentures upon
effectiveness of the resale registration statement; with respect to A.R. Rule
and the Rule Trust, joint filers and holders of more than 10% of the
Corporation's Common Shares, a Form 4 was filed late concerning the automatic
conversion of debentures upon effectiveness of the resale registration
statement; and with respect to Stockscape.com Technologies Inc., a predecessor
of Quest, which until February 3, 2003 was a holder of more than 10% of the
Corporation's Common Shares, a Form 3 was filed late concerning acquisition of
more than 10% of the Corporation'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-K 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.
MULTIPLE SHAREHOLDERS SHARING THE SAME ADDRESS
Recent changes in the regulations regarding the delivery of copies of proxy
materials and annual reports to shareholders permit the Corporation and
brokerage firms to send one annual report and proxy statement to multiple
shareholders who share the same address under certain circumstances.
Shareholders who hold their shares through a broker may have consented to
reducing the number of copies of materials delivered to their address. In the
event that a shareholder wishes to revoke such a consent previously provided to
a broker, the shareholder must contact the broker to revoke the consent. In any
event, if a shareholder wishes to receive a separate Information Circular and
accompanying materials for the 2003 Annual General Meeting, or the Corporation's
Annual Report on Form 10-K for the year ended December 31, 2002, the shareholder
may receive copies by contacting the Vice President Finance and Chief Financial
Officer of the Corporation at (720) 981-1185, 7961 Shaffer Parkway, Suite 5,
Littleton, Colorado 80127.
19
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 25th day of March, 2003.
BY ORDER OF THE BOARD OF DIRECTORS
[/S/ RONALD J. MCGREGOR]
(Signed) RONALD J. MCGREGOR
President and
Chief Executive Officer
20
SCHEDULE "A"
RESOLUTION TO APPROVE AMENDMENT TO STOCK OPTION PLAN
"BE IT RESOLVED, as an ordinary resolution, that:
1. the amendment of the Corporation's Stock Option Plan to increase the maximum
number of common shares in the capital of the Corporation which may be
issued upon the exercise of stock options by 775,000 common shares, from
225,000 common shares to 1,000,000 common shares, is hereby ratified,
approved and confirmed; 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
SCHEDULE "B"
VISTA GOLD CORP.
STOCK OPTION PLAN
NOVEMBER 1996, AS AMENDED NOVEMBER 1998 AND MAY 2003
1. PURPOSE OF THE PLAN
The purpose of the Stock Option Plan (the "Plan") is to assist Vista Gold Corp.
(the "Corporation") in attracting, retaining and motivating directors, officers
and employees of the Corporation and of its subsidiaries and other persons
providing consulting or other services to the Corporation and to more closely
align the personal interests of such persons with those of the shareholders by
providing them with the opportunity to purchase Common Shares ("Shares") in the
capital of the Corporation through options to purchase Shares ("Options").
2. IMPLEMENTATION
The Plan and the grant and exercise of any Options under the Plan are subject to
compliance with all applicable securities laws and regulations and rules
promulgated thereunder (including the requirements of section 16 of the
Securities Exchange Act of 1934 (the "1934 Act") and Rule 16b-3 thereunder) and
with the requirements of each stock exchange on which the Shares are listed at
the time of the grant of any Options under the Plan and of any governmental
authority or regulatory body to which the Corporation is subject (collectively
"Securities Laws").
3. ADMINISTRATION
The Plan shall be administered by the Board of Directors of the Corporation
which shall, without limitation, have full and final authority in its
discretion, but subject to the express provisions of the Plan, to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to it and
to make all other determinations deemed necessary or advisable for the
administration of the Plan.
4. MAXIMUM NUMBER OF OPTIONED SHARES RESERVED UNDER THE PLAN
Subject to the applicable requirements of each stock exchange on which the
Shares are listed, a maximum of 1,000,000 Shares will be reserved, set aside and
made available for issue under and in accordance with the Plan and the maximum
number of Shares that may be reserved for issuance to any individual under the
Plan is that number of Shares that is equivalent to 5% of the Shares issued and
outstanding from time to time. If Options granted to an individual under the
Plan shall expire or terminate for any reason without having been exercised in
respect of certain Shares, such Shares may be made available for purchase upon
exercise of other Options to be granted under the Plan.
5. ELIGIBILITY
Options may be granted under the Plan to such directors, officers and employees
of the Corporation and of its subsidiaries and, subject to applicable Securities
Laws, to such other persons providing consulting or other services to the
Corporation as the Board of Directors may from time to time designate as
participants (collectively the "Participants" and individually a "Participant")
under the Plan. Subject to the provisions of the Plan, the total number of
Shares to be made available under the Plan and to each Participant, the time or
times and price or prices at which Options shall be granted, the time or times
at which such Options are exercisable, and any conditions or restrictions on the
exercise of Options, shall be in the full and final discretion of the Board
of Directors.
B-1
6. TERMS AND CONDITIONS
All Options under the Plan shall be granted upon and subject to the terms and
conditions hereinafter set forth.
6.1 Option Agreement
All Options shall be granted under the Plan by means of an agreement (the
"Option Agreement") between the Corporation and each Participant substantially
in the form set out in Schedule A attached hereto, and which shall first be
approved by the Board of Directors with such changes to such form as the Board
of Directors may approve, such approval to be conclusively evidenced by the
execution of the Option Agreement by the President or any two directors or
officers of the Corporation.
6.2 Exercise Price
The price (the "Exercise Price") payable in cash at the time of exercise of an
Option by a Participant for any Optioned Share will be not less than the price
of a Share as recorded at the close of business on the Toronto Stock Exchange on
the last trading day preceding the date a resolution of the Board of Directors
was passed or consented to in writing granting the Option and authorizing the
Corporation to enter into the Option Agreement. Subject to regulatory approval
and applicable Securities Laws, the Exercise Price under any Option may be
amended at any time with the consent of the Participant by resolution of the
Board of Directors, in which event the relevant Option Agreement shall be deemed
to be amended accordingly.
6.3 Length of Grant
Subject to paragraphs 6.8 through 6.12 inclusive, all Options granted under the
Plan shall expire not later than that date which is 10 years from the date such
Options were granted.
6.4 Non-Assignability of Options
An Option granted under the Plan shall not be transferable or assignable
(whether absolutely or by way of mortgage, pledge or other charge) by a
Participant other than by will or other testamentary instrument or the laws of
succession or administration and may be exercisable during the lifetime of the
Participant only by such Participant.
6.5 Exercise of Options
Each Participant, upon becoming entitled to exercise the Option in respect of
any Shares in accordance with the Option Agreement relating thereto, shall
thereafter be entitled to exercise the Option to purchase such Shares at any
time or times after such Options vest and become exercisable in accordance with
the Option Agreement relating thereto and prior to the expiration or other
termination of the Option in accordance with the Option Agreement.
6.6 Exercise and Payment
Any Option granted under the Plan may be exercised in whole or in part by a
Participant or, if applicable, the legal representative of a Participant by
delivering to the Corporation at its registered office written notice specifying
the number of Shares in respect of which such Option is being exercised,
accompanied by payment (by cash or certified cheque payable to the Corporation)
of the entire Exercise Price (determined in accordance with the Option
Agreement) for the number of Shares specified in the notice. Upon the exercise
of an Option by a Participant the Corporation shall cause the transfer agent and
registrar of Shares of the Corporation to promptly deliver to that Participant
or the legal representative of that Participant, as the case may be, a share
certificate in the name of that Participant or the legal
B-2
representative of that Participant, as the case may be, representing the number
of Shares specified in the written notice.
6.7 Rights of Participants
The Participants shall have no rights whatsoever as shareholders in respect of
any of the Shares (including, without limitation, voting rights or any right to
receive dividends, warrants or rights under any rights offering) other than
Shares in respect of which Participants have exercised their Options and which
have been issued by the Corporation.
6.8 Third Party Offer
If at any time when an Option granted under the Plan remains unexercised with
respect to any Shares, an offer to purchase all of the outstanding common shares
in the capital of the Corporation is made by a third party, the Corporation may,
upon giving each Participant written notice to that effect, require the
acceleration of the time for the exercise of the unexercised Options granted
under the Plan and of the time for the fulfilment of any conditions or
restrictions on such exercise.
6.9 Alterations in Shares
In the event of a stock dividend, subdivision, redivision, consolidation, share
reclassification, amalgamation, merger, consolidation, corporate arrangement,
reorganization, liquidation or the like of or by the Corporation, the Board of
Directors may, subject to any required prior regulatory approval, make
adjustments, if any, to the number of Shares that may be purchased upon exercise
of unexercised Options or to the Exercise Price therefor, or both, as it shall
deem appropriate and may amend the Option Agreements relating to those Options
to give effect to such adjustments and may adjust the maximum number of Shares
available under the Plan as may be appropriate. If because of a proposed merger,
amalgamation or other corporate arrangement or reorganization, the exchange or
replacement of Shares for shares or other securities in another company is
imminent, the Board of Directors may, in a fair and equitable manner and subject
to prior regulatory approval, determine the manner in which all unexercised
Options granted under the Plan shall be treated including, for example,
requiring the acceleration of the time for the exercise of such Options by the
Participants and of the time for the fulfilment of any conditions or
restrictions on such exercise.
6.10 Termination for Cause
Subject to paragraph 6.11 and section 7, if a Participant is dismissed as an
officer or employee by the Corporation or by one of its subsidiaries for cause,
all unexercised Options of that Participant under the Plan shall immediately be
deemed to be terminated and shall lapse notwithstanding the original term of the
Option granted to such Participant under the Plan. Nothing contained in the Plan
shall be deemed to give an officer or employee the right to be retained in the
employ of the Corporation, or to interfere with the right of the Corporation to
terminate the employment of an officer or employee at any time.
6.11 Termination Other Than for Cause
If a Participant ceases to be a director, officer or employee of the Corporation
or of one of its subsidiaries or ceases to provide consulting or other services
to the Corporation for any reason other than as a result of having been
dismissed for cause as provided in paragraph 6.10 or as a result of the
Participant's death, such Participant shall have the right for a period of
30 days (or until the normal expiry date of the Option rights of such
Participant if earlier) from the date of ceasing to be a director, officer,
employee or provider of services to exercise the Options of such Participant to
the extent they were then exercisable. Upon the expiration of such 30 day period
all unexercised Options of that Participant shall immediately be terminated
notwithstanding the original term of the Option granted to such Participant
under the Plan.
B-3
6.12 Deceased Participant
In the event of the death of a Participant, the legal representatives of the
deceased Participant shall have the right for a period of 90 days (or until the
normal expiry date of the Options of such Participant if earlier) from the date
of death of the deceased Participant to exercise the deceased Participant's
Options to the extent they were exercisable on the date of death. Upon the
expiration of such period all unexercised Options of the deceased Participant
shall immediately terminate and shall lapse notwithstanding the original term of
the Options granted to the deceased Participant under the Plan.
7. AMENDMENT AND DISCONTINUANCE OF PLAN AND OPTIONS
The Board of Directors may from time to time, subject to any applicable
Securities Laws and any required prior regulatory approval, suspend, terminate
or discontinue the Plan at any time, or amend or revise the terms of the Plan or
of any Option granted under the Plan and the Option Agreement relating thereto,
provided that no such amendment, revision, suspension, termination or
discontinuance shall in any manner adversely affect any Options previously
granted to a Participant under the Plan without the consent of
that Participant.
8. NO FURTHER RIGHTS
Nothing contained in the Plan nor in any Option granted hereunder shall give any
Participant or any other person any interest or title in or to any Shares or any
rights as a shareholder of the Corporation or any other legal or equitable right
against the Corporation whatsoever other than as set forth in the Plan and
pursuant to the exercise of any Option, nor shall it confer upon the
Participants any right to continue as an employee or executive of the
Corporation or of its subsidiaries.
SCHEDULE A
STOCK OPTION AGREEMENT
THIS AGREEMENT made as of the ________ day of __________________ , 20 ________ .
BETWEEN:
VISTA GOLD CORP.
7961 Shaffer Parkway, Suite 5
Littleton, Colorado, U.S.A. 80127
(hereinafter called the "Corporation")
AND:
____________________________________
c/o Vista Gold Corp.
7961 Shaffer Parkway, Suite 5
Littleton, Colorado, U.S.A. 80127
(hereinafter called the "Participant")
WITNESSES THAT WHEREAS:
A. The Corporation has established a stock option plan, a copy of which is
annexed as Schedule A (the "Plan");
B-4
B. The Participant is a director, officer or employee of the Corporation or
of one of its subsidiaries or a person who provides consulting or other services
to the Corporation and has been designated as a "Participant" under the Plan by
the Board of Directors of the Corporation.
NOW THEREFORE in consideration of the sum of One Dollar now paid by the
Participant to the Corporation (the receipt whereof is hereby acknowledged by
the Corporation) and other good and valuable consideration, it is agreed between
the parties hereto as follows:
1. INTERPRETATION
In this Agreement defined or capitalized words and terms used herein shall have
the meanings ascribed to them in the Plan unless otherwise defined in
this Agreement.
2. GRANT OF OPTION
The Corporation hereby grants to the Participant, subject to the terms and
conditions set forth in the Plan and this Agreement, an irrevocable right and
option (the "Option") to purchase ______ Common Shares of the Corporation (the
"Shares") at the price of $______ per Optioned Share at any time after the date
or dates set forth below with respect to the number of Shares shown opposite
such date or dates:
DATE NO. OF SHARES VESTED
---- --------------------
-------------------------------------- ------------------------------------
-------------------------------------- ------------------------------------
-------------------------------------- ------------------------------------
-------------------------------------- ------------------------------------
until the close of business on the ________ day of __________________ , ____
(the "Expiry Date") .
3. EXERCISE OF OPTION
The Participant shall have the right to exercise the Option hereby granted,
subject to the terms and conditions set forth in the Plan and the Agreement,
until the Expiry Date at which time the Option hereby granted shall expire and
terminate and be of no further force or effect for those Shares in respect of
which the Option hereby granted has not been exercised.
4. NO REQUIREMENT TO PURCHASE
Nothing herein contained shall obligate the Participant to purchase and/or pay
for any Shares except those Shares in respect of which the Participant shall
have duly and properly exercised his or her Option.
5. SUBJECT TO PLAN
This Agreement shall be subject in all respects to the Plan as the same shall be
amended, revised or discontinued from time to time and all the terms and
conditions of the Plan are hereby incorporated into this Agreement as if
expressly set forth herein and as the same may be amended from time to time.
B-5
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the date first above written.
------------------------------------------ ----------------------------------------------
Witness Participant's Signature
----------------------------------------------
Participant's Name
(print or type)
VISTA GOLD CORP.
Per:
------------------------------------------
Per:
------------------------------------------
B-6
SCHEDULE "C"
ALIGNMENT WITH TSX CORPORATE GOVERNANCE GUIDELINES
DOES THE
TSX CORPORATE CORPORATION
GOVERNANCE GUIDELINE ALIGN? COMMENTS
-------------------- ----------- ------------------------------------------------------
1. Board should Yes Pursuant to the BUSINESS CORPORATIONS ACT of the Yukon
explicitly assume Territory, the Board of Directors is required to
responsibility for manage or supervise the management of the affairs and
stewardship of the business of the Corporation. The Board of Directors
corporation, and has adopted a written mandate, which defines its
specifically for: stewardship responsibilities in light of this
statutory obligation. The Directors' principal
responsibilities are to supervise and evaluate
management, to oversee the conduct of the business, to
set policies appropriate for the business and to
approve corporate strategies and goals. In carrying
out these responsibilities, the Board of Directors is
entitled to place reasonable reliance on management.
The mandate and responsibilities of the Board of
Directors are to be carried out in a manner consistent
with the fundamental objective of protecting and
enhancing the value of the Corporation and providing
ongoing benefit to the shareholders.
(a) adoption of a Yes The Board of Directors specifically assumes
strategic planning responsibility for the adoption of a strategic
process planning process.
(b) identification of Yes The Board of Directors specifically assumes
principal risks, responsibility for identification of principal risks,
and implementing and implementing risk management systems.
risk management
systems
(c) succession Yes The Board of Directors specifically assumes
planning and responsibility for succession planning and monitoring
monitoring senior senior management.
management
(d) communications Yes The Board of Directors specifically assumes
policy responsibility for the Corporation's communications
policy.
(e) integrity of Yes The Board of Directors specifically assumes
internal control responsibility for the integrity of internal control
and management and management information systems.
information
systems
2. Majority of directors Yes The present Board of Directors consists of five
should be "unrelated" directors, three of whom qualify as unrelated
(independent of directors who are independent of management and free
management and free from any interest or business relationship which
from conflicting could, or could be perceived to, materially interfere
interest) with their ability to act in the best interest of the
Corporation.
C-1
DOES THE
TSX CORPORATE CORPORATION
GOVERNANCE GUIDELINE ALIGN? COMMENTS
-------------------- ----------- ------------------------------------------------------
3. Disclosure for each Yes Ronald J. McGregor is a related director because of
director whether he or his management position with the Corporation. Michael
she is related, and B. Richings was President and Chief Executive Officer
how that conclusion of the Corporation until September 8, 2000 and since
was reached then has continued to provide services to management
of the Corporation on an informal consulting basis.
Accordingly, the Corporate Governance Committee of the
Board of Directors has determined that Mr. Richings is
a related director. The remaining three directors are
all independent of management and have no interest,
business or other relationship other than
shareholdings, which could, or could reasonably be
perceived to materially interfere with the directors
ability to act with a view to the best interests of
the Corporation.
The Corporation does not have a significant
shareholder with the ability to exercise a majority of
the votes for the election of the Board of Directors.
4. (a) Appoint a Yes The Corporate Governance Committee, which is required
committee to meet at least once each year, is required to
responsible for identify, review the qualifications of and recommend
appointment/ to the Board of Directors possible nominees for the
assessment of Board of Directors to be proposed in management's
directors Information Circular for election or re-election at
each annual meeting of the Corporation and to
identify, review the qualifications of and recommend
to the Board of Directors possible candidates to fill
vacancies on the Board of Directors between annual
meetings.
(b) Composed Yes The Corporate Governance Committee is entirely
exclusively of composed of non-management directors who are unrelated
non-management to the Corporation.
directors, the
majority of whom
are unrelated
5. Implement a process Yes The Corporate Governance Committee reviews the
for assessing the Corporations governance activities and reviews the
effectiveness of the qualifications of and recommends to the Board of
Board, its committees Directors nominees for re-election at each annual
and individual meeting of the Corporation.
directors
6. Provide orientation Yes New Board members receive a director's orientation. As
and education programs well, presentations are from time to time given to the
for new directors Board on legal and other matters applicable to the
Corporation and directors' duties.
C-2
DOES THE
TSX CORPORATE CORPORATION
GOVERNANCE GUIDELINE ALIGN? COMMENTS
-------------------- ----------- ------------------------------------------------------
7. Consider reducing size Yes A board must have enough directors to carry out its
of Board, with a view duties efficiently, while presenting a diversity of
to improving views and experience. The Board of Directors believes
effectiveness that its present size effectively fulfils this goal.
The size of the Board, at five members, is the same as
last year but smaller than in previous years, and
allows the Board to react more quickly in changing
market conditions. The Corporate Governance Committee
reviews the Board size annually.
8. Review compensation of Yes The Compensation Committee is comprised of three
directors in light of directors, John M. Clark, C. Thomas Ogryzlo, Robert A.
risks and Quartermain (as of April 26, 2002) and A. Murray
responsibilities Sinclair (from February 21, 2002 until October 24,
2002), all of whom are unrelated directors who are
independent of management. The Compensation Committee
reviews and makes recommendations to the Board of
Directors in respect of the compensation levels for
the directors and executive officers of the
Corporation.
9. (a) Committees should Yes The Board of Directors has established three
generally be committees: the Audit Committee; the Compensation
composed of Committee; and the Corporate Governance Committee. All
non-management three committees are entirely composed of
directors non-management directors.
(b) Majority of Yes All the members of the Audit Committee, the
committee members Compensation Committee and the Corporate Governance
should be Committee are unrelated directors.
unrelated
10. Appoint a committee Yes The Corporate Governance Committee consists of three
responsible for directors, John M. Clark, C. Thomas Ogryzlo, Robert A.
approach to corporate Quartermain (as of April 26, 2002) and A. Murray
governance issues Sinclair (from February 21, 2002 until October 24,
2002), all of whom were unrelated directors who were
independent of management of the Corporation. The
Corporate Governance Committee reviews the
Corporation's governance activities and policies and
reviews proposed nominees for the Board of Directors
prior to approval by the Board of Directors.
11. (a) Define limits to Yes The Board of Directors expects management of the
management's Corporation to conduct the business and affairs of the
responsibilities Corporation in accordance with the Corporation's
by developing ongoing strategic plan and to meet or surpass the
mandates for: annual and long-term goals of the Corporation set by
(i) the Board the Board of Directors in consultation with
management. As a part of its annual strategic planning
process, the Board of Directors specifies its
expectations of management both over the next
financial year and in the context of the Corporation's
long-term goals. The Board of Directors will review
management's progress in meeting these expectations at
Board of Director's meetings held at least every
quarter.
C-3
DOES THE
TSX CORPORATE CORPORATION
GOVERNANCE GUIDELINE ALIGN? COMMENTS
-------------------- ----------- ------------------------------------------------------
(ii) the CEO Yes The Board of Directors has delegated the day to day
management of the business and affairs of the
Corporation to the President and Chief Executive
Officer, subject to compliance with the Corporation's
strategic plans.
(b) Board should Yes The Corporation's capital plans are approved from time
approve CEO's to time by the Board of Directors.
corporate
objectives
12. Establish structures Yes The Board of Directors believes that adequate
and procedures to structures and processes are in place to facilitate
enable the board to the functioning of the Board of Directors
function independently independently of the Corporation's management. The
of management Audit Committee, the Compensation Committee and the
Corporate Governance Committee are entirely composed
of directors who are unrelated to the Corporation's
management.
13. (a) Establish an audit Yes The Audit Committee is composed of three directors,
committee with a John M. Clark, C. Thomas Ogryzlo, Robert A.
specifically Quartermain (as of April 26, 2002) and A. Murray
defined mandate Sinclair (from February 21, 2002 until October 24,
2002), all of whom are unrelated directors who are
independent of management. The Audit Committee, under
the guidance of the Audit Committee Charter approved
by the Board of Directors, reviews annual and
quarterly financial statements and oversees the annual
audit process, internal accounting controls and the
resolution of issues identified by the Corporation's
external auditor.
(b) All members should Yes All members of the Audit Committee are non-management
be non-management directors.
directors
14. Implement a system to Yes Individual directors can engage outside advisers.
enable individual
directors to engage
outside advisers, at
corporation's expense
C-4
SCHEDULE "D"
AUDIT COMMITTEE CHARTER
I. RESPONSIBILITIES
The Audit Committee is a committee of the Board of Directors. Its primary
function is to assist the Board of Directors in fulfilling its oversight
responsibilities by reviewing (1) the financial statements, reports and other
financial information provided to shareholders, regulators and others, (2) the
internal controls that management and the Board have established and (3) the
audit, accounting and financial reporting processes generally. In meeting these
responsibilities, the Audit Committee will:
(a) monitor the financial reporting process and internal control system;
(b) review and appraise the work of the external auditors; and
(c) provide an open avenue of communication between the external auditors,
senior management and the Board of Directors.
The external auditors are accountable to the shareholders through the Audit
Committee and the Board of Directors. The Board of Directors, on the
recommendation of the Audit Committee, has the ultimate authority and
responsibility to evaluate and, where appropriate, recommend to the shareholders
the appointment and replacement of the external auditors. The Audit Committee is
responsible for ensuring that the external auditors comply with the requirements
stipulated in this Charter and satisfying itself of the external auditors'
independence.
II. COMPOSITION AND EXPERTISE
The Audit Committee shall be comprised of three or more directors appointed by
the Board. Each shall be an independent director free from any relationship
that, in the opinion of the Board, would interfere with the exercise of his or
her independent judgment as a member of the Committee. The following persons
shall not be considered independent:
(a) a director who is employed by the Corporation or any of its affiliates
for the current year or any of the preceding three years;
(b) a director who receives compensation from the Corporation or any of its
affiliates during the current or previous fiscal year, other than
compensation for Board service, benefits under a tax-qualified retirement
plan or non-discretionary compensation;
(c) a director who is a member of the immediate family of an individual who
is, or has been in any of the preceding three years, employed by the
Corporation or any of its affiliates as an executive officer;
(d) a director who is a partner, controlling shareholder or executive
officer of an organization that has a business relationship with the
Corporation or who has a direct personal business relationship with the
Corporation, unless the Board of Directors determines that the
relationship does not interfere with the director's exercise of
independent judgment after taking into consideration the materiality of
the relationship both to the Corporation and to the director and/or the
organization with which the director is affiliated;
(e) a director who is employed as an executive of another entity where any
of the Corporation's executives serve on that entity's board of
directors.
Notwithstanding this requirement for the Audit Committee to be composed solely
of independent directors, one director who is not independent as set out above,
may be appointed to the Audit Committee if the Board of Directors, under
exceptional and limited circumstances, if the Board determines that membership
on the Audit Committee by the individual is required in the best interests of
the Corporation.
D-1
All members of the Committee shall have a working familiarity with basic finance
and accounting practices and shall be able to read and understand financial
statements or must be able to do so within a reasonable period of time after his
or her appointment to the Audit Committee. At least one member of the Committee
shall have past employment experience in finance or accounting, requisite
professional certification in accounting or other comparable experience or
background.
The members of the Committee shall be elected annually by the Board at the first
meeting of the Board following the annual general meeting. Unless a Chair is
elected by the full Board, the members of the Committee may designate a Chair by
majority vote of the full Committee.
III. MEETINGS
The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management and with the external
auditors in separate sessions to discuss any matters that the Committee or each
of these groups believe should be discussed privately. The Committee should meet
with the external auditors and management quarterly to review the Corporation's
financial statements. The Committee shall submit the minutes of all meetings of
the Committee to, and, when requested discuss the matters discussed at each
Committee meeting with, the Board of Directors of the Corporation.
IV. SPECIFIC DUTIES
In order to carry out its responsibilities and duties the Audit Committee shall:
DOCUMENT REVIEW
1. Review and reassess the adequacy of this Charter, at least annually.
2. Review the Corporation's annual and quarterly financial statements and
recommend their acceptance to the Board of Directors prior to their filing
or public release. The Audit Committee shall determine whether the financial
statements are complete, reliable and consistent, and fairly and accurately
state the financial results and condition of the Corporation, and are in
accordance with the relevant generally accepted accounting
principles (GAAP).
3. Review prior to their release any reports or other financial information
submitted to any securities regulator, stock exchange or other authority, to
the shareholders or the public, including any certification, report,
prospectus, opinion or review rendered by the external auditors.
4. Review the compliance with any policies and reports received from
regulators.
EXTERNAL AUDITORS
5. Recommend to the Board of Directors the selection and, if necessary, the
replacement of external auditors, after considering independence and
effectiveness, and approve the scope of their engagement and the fees and
other compensation to be paid to the external auditors.
6. On an annual basis, obtain from the external auditors a formal written
statement delineating all relationships between the auditors and the
Corporation, and determine that they satisfy the requirements of the S.E.C.
Independence Standards Board Standard No.1.
7. On an annual basis, review and discuss with the external auditors all
significant relationships or services that may impact the auditors'
independence and objectivity.
8. Review the performance of the external auditors and approve any proposed
discharge of the external auditors when circumstances warrant, recognizing
the auditor's ultimate accountability to the shareholders.
D-2
9. Periodically consult with the external auditors out of the presence of
management about internal controls and the fullness and accuracy of the
financial statements.
FINANCIAL REPORTING PROCESSES
10. In consultation with the external auditors, review the scope and integrity
of the financial reporting processes.
11. Consider the external auditors' judgments about the quality and
appropriateness of the accounting principles as applied in the
Corporation's financial reporting.
12. Consider and approve, if appropriate, major changes to the Corporation's
auditing and accounting principles and practices as suggested by the
external auditors or management or determined by the Audit Committee.
13. Monitor the risks that are germane to the Corporation and to the industry
in which it operates including hedging, derivative trading, inventory
valuation and environmental concerns.
PROCESS IMPROVEMENT
14. Establish a system of reporting to the Audit Committee by each of
management and the external auditors regarding any significant judgments
made in management's preparation of the financial statements and the view
of each as to appropriateness of such judgments.
15. Following completion of the annual audit, review separately with each of
management and the external auditors any significant difficulties
encountered during the course of the audit, including any restrictions on
the scope of work or access to required information.
16. Review any disagreement between management and the external auditors in
connection with the preparation of the financial statements.
17. Review with the external auditors and management the extent to which
changes or improvements in financial or accounting practices, have been
implemented.
LEGAL COMPLIANCE
18. Ensure that management has the proper review system in place so that the
Corporation's financial statements, reports and other financial information
satisfy all legal and regulatory requirements.
19. Review the qualifications of the accounting and financial personnel.
20. Review, with the Corporation's counsel, any legal or regulatory matter that
could have a material impact on the Corporation's financial statements.
GENERAL
21. Conduct or authorize investigations into any matters within the Committee's
scope of responsibilities, and retain independent counsel, accountants or
other advisors to assist it in the conduct of any such investigation.
22. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.
D-3
PROXY
SOLICITED BY MANAGEMENT OF VISTA GOLD CORP.
FOR THE 2003 ANNUAL 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
annual 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
Friday, May 2, 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 March 25, 2003 (the
"Circular").
The undersigned directs the proxyholder appointed by this proxy to vote
as follows:
1. To elect the following persons as directors of the Corporation until the
next annual general meeting:
Ronald J. McGregor.............. FOR / / WITHHOLD / /
John M. Clark................... FOR / / WITHHOLD / /
C. Thomas Ogryzlo............... FOR / / WITHHOLD / /
Michael B. Richings............. FOR / / WITHHOLD / /
Robert A. Quartermain........... FOR / / WITHHOLD / /
2. To appoint PricewaterhouseCoopers LLP, Chartered Accountants, as auditor of
the Corporation until the next annual general meeting and authorize the
directors to fix the remuneration to be paid to the auditor.
FOR / / WITHHOLD / /
3. To approve an ordinary resolution to authorize an amendment to the
Corporation's Stock Option Plan to increase the maximum number of common
shares issuable on the exercise of stock options by 775,000 common shares,
from 225,000 common shares to 1,000,000 common shares, the full text of
which resolution is set out in Schedule "A" to the Circular.
FOR / / AGAINST / /
EXECUTED on the ______ day of ________________________ , 2003.
------------------------------------------- --------------------------
Signature of Shareholder (or Authorized Number of Common Shares
Attorney or Signatory on behalf of Shareholder) Held
--------------------------------------------------------------------------
Name of Shareholder (please print clearly)
--------------------------------------------------------------------------
Address
--------------------------------------------------------------------------
City/Province
THIS PROXY FORM IS NOT VALID UNLESS IT IS SIGNED AND DATED.
SEE IMPORTANT INFORMATION AND INSTRUCTIONS ON REVERSE.
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 100 University Avenue,
9th Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department before
10:00 a.m., Vancouver time, on Wednesday, April 30, 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.