Filed pursuant to Rule 424(b)(3)
Registration No. 333-91254
PROSPECTUS SUPPLEMENT NO. 2 DATED MAY 8, 2003
TO PROSPECTUS DATED SEPTEMBER 19, 2002
VISTA GOLD CORP.
7,999,974 Common Shares
without par value
You should read this prospectus supplement together with our prospectus
dated September 19, 2002, which is to be delivered with this prospectus
supplement.
INVESTING IN OUR COMMON SHARES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 2 OF THE PROSPECTUS TO READ ABOUT CERTAIN RISKS YOU
SHOULD CONSIDER BEFORE BUYING OUR COMMON SHARES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is 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 paragraphs and
table:
On September 19, 2002, as discussed in the prospectus, the SEC declared
effective the registration statement of which this prospectus forms a part. As a
consequence, all of our $2,774,000 principal amount of convertible debentures
were automatically converted, pursuant to their terms, into debenture units at a
price of $1.026 per debenture unit. Each debenture unit consisted of one common
share and one 5-year warrant entitling the holder to purchase one common share
at a price of $1.50. Reflecting prior conversions of some of the convertible
debentures, we issued 2,485,370 common shares and the same number of warrants as
of the effective date of the registration statement.
The following table sets forth, as of the date of this prospectus
supplement, the number of shares being held of record or beneficially by the
selling security holders as well as the remaining number of shares that may be
offered under this prospectus, and provides by footnote reference any material
relationship between Vista Gold and the selling security holder, all of which is
based upon information currently available to us.
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Beneficial Ownership of Beneficial Ownership of
Selling Security Holder Shares
As of Date of Prospectus Supplement (1) After Offering (2)
--------------------------------------- ------------------
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Remaining
Number of
Shares Offered
Name of Selling Security Holder Number (3) Percent Hereby Number Percent
------------------------------- ---------- ------- ------ ------ -------
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Quest Investment Corporation (4) 950,000 7.1% 950,000 0 *
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Global Resource Investments Ltd. (5) 275,820 2.1% 275,820 0 *
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Quest Ventures Ltd. (6) 71,000 * 71,000 0 *
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Robert Quartermain (7) 232,630 1.8% 182,630 50,000 *
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Silver Standard Resources Inc. (8) 341,130 2.7% 341,130 0 *
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PanAmerica Capital Group, Inc. (9) 711,200 5.5% 350 710,850 5.5%
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Douglas Casey (10) 294,930 2.3% 194,930 100,000 *
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MDW & Associates, LLC (11) 25,000 * 5,000 20,000 *
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Exploration Capital Partners 2000 Limited 2,052,814 14.9% 2,052,814 0 *
Partnership (12)
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Adventure Seekers Travel, Inc. (13) 50,366 * 24,366 26,000 *
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Susan C. van Eeden (14) 29,493 * 19,493 10,000 *
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Keith Presnell (15) 143,479 1.1% 60,680 82,799 *
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The Howard Family Trust (under agreement 39,086 * 19,086 20,000 *
of trust dated 4/29/99) (16)
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David Lyall (17) 200,856 1.6% 120,856 80,000 *
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Middlemarch Partners Limited (18) 212,406 1.7% 120,856 91,550 *
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Andrew F.B. Milligan 60,856 * 60,856 0 *
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Ross Beaty (19) 362,556 2.9% 120,856 241,700 1.9%
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Brent Cook 15,000 * 15,000 0 *
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TOTAL 6,068,622 37.4% 4,635,723 1,432,899 10.8%
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* Represents less than 1% of the outstanding common shares.
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(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 September 19, 2002.
(2) Assumes in all cases that all shares are sold pursuant to this offering
and that no other common shares are acquired or disposed of by the selling
security holders prior to the termination of this offering. 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 of common
shares issued upon conversion of debentures on September 19, 2002 and
common shares issuable upon exercise of warrants issued upon that
debenture conversion, as updated to reflect sales or purchases of common
shares since that date.
(4) Quest Investment Corporation is the successor to Stockscape.com
Technologies Inc. pursuant to a merger with three other companies effected
in July 2002. Quest Investment has outstanding two classes of equity
securities, one having one vote per share and the other having five votes
per share. A. Murray Sinclair, who was a director of Vista Gold until
October 24, 2002, is President of Quest Investment. The Chief Executive
Officer of Quest Investment is Brian Bayley, who is also a director. Each
of Robert G. Atkinson and Gordon D. Ewart is a Co-Chairman and a director.
The major shareholders of Quest Investment include A&E Capital Funding,
Inc., a Canadian corporation of which Mr. Atkinson and Mr. Ewart are
controlling shareholders, directors and officers, and A. Richards Rule, a
shareholder who beneficially owns approximately 14% of the outstanding
voting power. Ownership totals include 150,000 remaining common shares and
800,000 common shares issuable upon exercise of remaining warrants
acquired in February 2002 private placement described above.
(5) Global Resource Investments Ltd. is a private California partnership 100%
owned by Rule Investments, Inc., which in turn is 100% owned by the Rule
Family Trust u/d/t 12/17/98. A. Richards Rule is President and sole
Director of Rule Investments, and, with his wife, is co-Trustee of the
Rule Family Trust. On November 4, 2002, Global Resource distributed
248,574 common shares to Rule Investments (which have since been sold) in
connection with a corporate restructuring, and made compensatory
distributions to the following selling security holders: 12,476 common
shares to PanAmerica Capital Group, Inc., 30,799 common shares to Keith
Presnell and 780 common shares to a beneficiary of The Howard Family
Trust. Ownership totals include 72,000 common shares issuable upon
exercise of remaining warrants acquired as an agency fee in February 2002
private placement described above, as well as 203,820 common shares
issuable upon exercise of remaining warrants acquired as an agency fee in
March 2002 private placement described above.
(6) A. Murray Sinclair, who was a director of Vista Gold until October 24,
2002, is a director and the President of Quest Ventures Ltd., and holds
50% of its outstanding common shares. Based on its filing with the Toronto
Stock Exchange in connection with its purchase of convertible debentures
from Vista Gold, the other controlling shareholder of Quest Ventures is
Brian Bayley.
(7) Mr. Quartermain is a director of Vista Gold. Ownership totals include
50,000 common shares issuable upon exercise of stock options, that are not
being registered for inclusion in this offering.
(8) Silver Standard Resources Inc. is a widely-held, publicly-traded Canadian
corporation. Robert Quartermain, a director of Vista Gold, is President
and a director of Silver Standard and is the beneficial owner of
approximately 2% of its outstanding common shares. To the knowledge of
Silver Standard management, no person beneficially owns 5% or more of its
outstanding common shares.
(9) PanAmerica Capital Group, Inc., is a privately-held corporation based in
Panama. Based on its filing with the Toronto Stock Exchange in connection
with its purchase of convertible debentures from Vista Gold, its President
is Patrick M. Abraham, and no person beneficially owns 10% or more of its
outstanding equity.
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Ownership totals include 285,317 subsequently acquired common shares and
425,533 common shares issuable upon exercise of subsequently acquired
warrants, that are not being registered for inclusion in this offering.
(10) Ownership totals include 50,000 subsequently acquired common shares and
50,000 common shares issuable upon exercise of subsequently acquired
warrants, that are not being registered for inclusion in this offering.
(11) MDW & Associates LLC is a privately-held limited liability company based
in California. Based on its filing with the Toronto Stock Exchange in
connection with its purchase of convertible debentures from Vista Gold,
Michael D. Winn is a manager of the LLC, and each of Mr. Winn and Putney
Holding Company, L.P. owns 10% or more of its outstanding equity. Further
information as to Putney Holding Company, L.P. is not available. Ownership
totals include 10,000 subsequently acquired common shares and 10,000
common shares issuable upon exercise of subsequently acquired warrants,
that are not being registered for inclusion in this offering.
(12) Exploration Capital Partners 2000 Limited Partnership is a Nevada limited
partnership. Its General Partner is Resource Capital Investment Corp., a
Nevada corporation which is 90% owned by the Rule Family Trust u/d/t
12/17/98. A. Richards Rule is President and a Director of Resource
Capital, and, with his wife, is co-Trustee of the Rule Family Trust.
(13) Adventure Seekers Travel, Inc., is a privately-held corporation based in
California. Based on its filing with the Toronto Stock Exchange in
connection with its purchase of convertible debentures from Vista Gold,
its President is Bryce W. Rhodes, and its controlling shareholders are Mr.
Rhodes and Susan W. Rhodes. Ownership totals include 13,000 subsequently
acquired common shares and 13,000 common shares issuable upon exercise of
subsequently acquired warrants, that are not being registered for
inclusion in this offering.
(14) Ownership totals include 5,000 subsequently acquired common shares and
5,000 common shares issuable upon exercise of subsequently acquired
warrants, that are not being registered for inclusion in this offering.
(15) Ownership totals include 52,799 subsequently acquired common shares and
30,000 common shares issuable upon exercise of subsequently acquired
warrants, that are not being registered for inclusion in this offering.
(16) Ownership totals include 10,000 subsequently acquired common shares and
10,000 common shares issuable upon exercise of subsequently acquired
warrants, that are not being registered for inclusion in this offering.
(17) Ownership totals include 40,000 subsequently acquired common shares and
40,000 common shares issuable upon exercise of subsequently acquired
warrants, that are not being registered for inclusion in this offering.
(18) Middlemarch Partners Limited is a privately-held corporation based in the
United Kingdom. Based on its filing with the Toronto Stock Exchange in
connection with its purchase of convertible debentures from Vista Gold,
Cecilia M. Kershaw is a managing director and authorized signatory, and
Ms. Kershaw and Henry Tondowski are its controlling equityholders.
Ownership totals include 5,000 previously acquired common shares that were
not registered for inclusion in this offering as well as 46,550
subsequently acquired common shares and 40,000 common shares issuable upon
exercise of subsequently acquired warrants, that are not being registered
for inclusion in this offering.
(19) Ownership totals include 161,700 previously acquired common shares that
were not registered for inclusion in this offering, as well as 40,000
subsequently acquired common shares and 40,000 common shares issuable upon
exercise of subsequently acquired warrants, that are not being registered
for inclusion in this offering.
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