Filed pursuant to Rule 424(b)(3)
Registration No. 333-102384
PROSPECTUS SUPPLEMENT NO. 1 DATED MAY 8, 2003
TO PROSPECTUS DATED JANUARY 13, 2003
VISTA GOLD CORP.
3,012,409 Common Shares
without par value
You should read this prospectus supplement together with our prospectus
dated January 13, 2003, which is to be delivered with this prospectus
supplement.
INVESTING IN OUR COMMON SHARES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 2 OF THE PROSPECTUS TO READ ABOUT CERTAIN RISKS YOU
SHOULD CONSIDER BEFORE BUYING OUR COMMON SHARES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is May 8, 2003.
The information in this prospectus supplement concerning the selling
security holders supersedes in part the information set forth under the caption
"Selling Security Holders" in the prospectus by deleting the information
contained in the table regarding the selling security holders with respect to
beneficial ownership of our common shares, as well as the paragraph immediately
preceding that table, and substituting therefor the following paragraph and
table:
The following table sets forth, as of the date of this prospectus
supplement, the number of shares being held of record or beneficially by the
selling security holders as well as the remaining number of shares that may be
offered under this prospectus, and provides by footnote reference any material
relationship between Vista Gold and the selling security holder, all of which is
based upon information currently available to us.
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Beneficial Ownership of Beneficial Ownership of
Selling Security Holder Shares
As of Date of Prospectus Supplement (1) After Offering (2)
--------------------------------------- ------------------
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Remaining
Number of
Shares Offered
Name of Selling Security Holder Number (3) Percent Hereby Number Percent
------------------------------- ---------- ------- ------ ------ -------
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Viceroy Resource Corporation (4) 303,030 2.3% 303,030 0 *
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Newmont USA Limited (5) 282,486 2.2% 282,486 0 *
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Newmont Capital Limited (5) 112,994 * 112,994 0 *
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Vertical Ventures Investments, LLC (6) 765,956 5.9% 765,956 0 *
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Cleveland Overseas Ltd. (7) 382,978 3.0% 382,978 0 *
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PanAmerica Capital Group, Inc. (8) 711,000 5.4% 710,650 350 *
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Endeavour Financial Corporation Inc. (9) 18,221 * 10,869 7,352 *
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TOTAL 2,576,665 18.4% 2,568,963 7,702 *
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* Represents less than 1% of the outstanding common shares.
(1) Applicable percentage of ownership is based on 12,621,819 common shares
outstanding as of April 29, 2003, plus any securities held by such holder
exercisable for or convertible into common shares within sixty (60) days
after the date of this prospectus supplement, in accordance with Rule
13d-3(d)(1) under the Securities Exchange Act of 1934, as amended.
Beneficial ownership information as of the commencement of the offering is
contained in the original prospectus dated January 13, 2003.
(2) Assumes in all cases that all shares offered hereby are sold pursuant to
this offering and that no other common shares are acquired or disposed of
by the selling security holders prior to the termination of this offering.
Because the selling security holders may sell all, some or none of their
shares or may acquire or dispose of other common shares, we cannot
estimate the aggregate number of shares which will be sold in this
offering or the number or percentage of common shares that each selling
security holder will own upon completion of this offering.
(3) Unless otherwise noted, current ownership represents the total number of
(i) common shares issued to the selling security holder and (ii) shares
issuable to the holder upon exercise of warrants (if any) acquired in
transactions as described in the original prospectus dated January 13,
2003, as updated to reflect sales or purchases of common shares since that
date.
(4) Viceroy Resource Corporation is a widely-held, publicly-traded Canadian
corporation. Viceroy trades on the Toronto Stock Exchange. A. Murray
Sinclair, who was a director of Vista Gold until October 24, 2002, is a
director of Viceroy and does not own any shares of Viceroy. Ronald K.
Netolitzky is Chief Executive Officer
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and President of Viceroy and is the beneficial owner of approximately 4.3%
of its outstanding common shares. Entities affiliated with A. Richards
Rule own in aggregate approximately 11% of the outstanding common shares
and warrants which, if exercised, would increase their aggregate holdings
to approximately 14% of the then outstanding common shares of Viceroy,
principally as follows: Exploration Capital Partners 2000 Limited
Partnership, a Nevada limited partnership, owns 8,375,000 common shares
and 3,500,000 share purchase warrants. The Rule Family Trust u/d/t
12/17/98 owns 2,685,000 common shares. The General Partner of Exploration
Capital Partners 2000 is Resource Capital Investment Corp., a Nevada
corporation that is 90% owned by the Rule Family Trust. A. Richards Rule
is President and a Director of Resource Capital, and, with his wife, is
co-Trustee of the Rule Family Trust. To the knowledge of Viceroy's
management, no other person beneficially owns 5% or more of its
outstanding common shares.
(5) Newmont USA Limited is a wholly-owned subsidiary of Newmont Mining
Corporation, which is a widely-held, publicly-traded U.S. corporation. The
President of Newmont USA is Bruce Hansen, and the Chairman of the Board
and Chief Executive Officer of Newmont Mining is Wayne Murdy. Based on the
most recent Schedule 14A Information Statement filed with the SEC, FMR
Corp. of Massachusetts owns approximately 9% of the outstanding common
stock of Newmont Mining, and Capital Research and Management Company of
California owns approximately 6% of the outstanding common stock, and as
of such filing, to the knowledge of Newmont Mining management, no other
person beneficially owned 5% or more of its outstanding common shares.
Newmont Capital Limited is a wholly-owned subsidiary of Newmont Mining.
(6) Vertical Ventures Investments, LLC is a privately-held limited liability
company based in New York. Based on its filing with the Toronto Stock
Exchange in connection with its purchase of equity units from Vista Gold
in December 2002, Joshua Silverman is a partner and authorized signatory,
and no person beneficially owns 10% or more of its outstanding equity.
(7) Cleveland Overseas Ltd. is a privately-held limited liability company
based in Liechtenstein. Ewald Vogt is a director of Cleveland Overseas,
and GTF Global Trade & Finance S.A., also based in Liechtenstein, owns all
of its outstanding equity. Mr. Vogt owns 50% of the outstanding equity of
GTF.
(8) PanAmerica Capital Group, Inc., is a privately-held corporation based in
Panama. Based on its filing with the Toronto Stock Exchange in connection
with its purchase of equity units from Vista Gold in December 2002, its
President is Patrick M. Abraham, and no person beneficially owns 10% or
more of its outstanding equity. Ownership totals include 350 common shares
issuable upon exercise of previously acquired warrants, that are not being
registered for inclusion in this offering.
(9) Endeavour Financial Corporation Inc. is a privately-held corporation based
in the Cayman Islands. Its directors are Wayne McManus, Neil Woodyer and
William Koutsouras, who is also its sole officer. Its controlling
shareholders are: Dragon Capital Holdings Limited (a United Kingdom
incorporated company), Yeoman Investments Inc. (an Antigua incorporated
company) and Omega Holdings (a Barbados incorporated company). Further
information as to these companies is not available. Ownership totals
include 7,352 subsequently acquired common shares that are not being
registered for inclusion in this offering.
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