Filed pursuant to Rule 424(b)(3)
Registration No. 333-102384
PROSPECTUS SUPPLEMENT NO. 2 DATED JULY 30, 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 July 30, 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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Quest Capital Corp. (4) 1,153,030 8.4% 303,030 850,000 6.3%
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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 5.8% 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) 548,492 4.2% 548,142 350 *
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TOTAL 3,245,936 24.1% 2,395,586 850,350 6.3%
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* Represents less than 1% of the outstanding common shares.
(1) Applicable percentage of ownership is based on 12,761,287 common shares
outstanding as of July 11, 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) Quest Capital Corp. is the successor to Viceroy Resource Corporation
pursuant to a merger with three other companies effected in June 2003.
Quest Capital trades on the Toronto Stock Exchange. Quest Capital has
outstanding two classes of equity securities: Class A Shares having one
vote per share and Class B Shares currently having two votes per share but
structured so as to increase to up to five votes per share based on
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additional share issuances. Class B Shares are convertible into Class A
Shares on a one-for-one basis. A. Murray Sinclair, who was a director of
Vista Gold until October 24, 2002, is Managing Director and a member of
the Board of Directors of Quest Capital. Henry J. Knowles is Chairman and
a director. Brian Bayley is President, Chief Executive Officer and a
director. Entities affiliated with A. Richards Rule own in aggregate
9,201,116 Class A Shares representing 11.7% of the outstanding Class A
Shares and 898,840 Class B Shares representing 20.9% of the outstanding
Class B Shares. They also hold 3,634,575 Class A Share purchase warrants
which, if exercised, could increase their holdings in Quest Capital to
12,835,691 Class A Shares, representing 15.6% of the then outstanding
Class A Shares. The ownership is principally as follows: Exploration
Capital Partners 2000 Limited Partnership, a Nevada limited partnership,
owns 5,129,575 Class A Shares and 2,739,575 share purchase warrants. The
Rule Family Trust u/d/t 12/17/98 owns 3,903,258 Class A Shares, 124,065
Class B Shares and 895,000 share purchase warrants. 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. Ownership totals in table include:
(i) 303,030 common shares issuable upon exercise of warrants acquired by
(then) Viceroy Resource in August 2002; and (ii) 150,000 remaining common
shares and 700,000 common shares issuable upon exercise of remaining
warrants acquired by a predecessor to Quest Investment Corporation
(another predecessor entity to Quest Capital Corp.) in February 2002.
(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 in table include 350
common shares issuable upon exercise of previously acquired warrants, that
are not being registered for inclusion in this offering.
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