SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
VISTA GOLD CORP.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
927926 20 4
(CUSIP Number)
Keith Presnell
Global Resource Investments Ltd.
7770 El Camino Real
Carlsbad, California 92009
Tel.: 760-943-3939
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 4, 2002
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. NOT APPLICABLE
SCHEDULE 13D
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Arthur Richards Rule
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Not Applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ___
(b) X
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,697,684
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,697,684
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,697,684
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
___
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
SCHEDULE 13D
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Rule Family Trust udt 12/17/98
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Not Applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ___
(b) X
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ___
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION California
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,697,684
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,697,684
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,697,684
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
___
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
SCHEDULE 13D
(Amendment No. 3)
The Statement on Schedule 13D, dated February 8, 2002, initially filed by
Arthur Richards Rule, as amended by Amendment No. 1, dated May 2, 2002, and
Amendment No. 2, dated July 2, 2002, both filed by Mr. Rule and the Rule Family
Trust udt 12/17/98, a revocable grantor trust (the "Trust," and together with
Mr. Rule, the "Reporting Persons") (as so amended, the "Schedule 13D") is hereby
amended by this Amendment No. 3, dated November 13, 2002 (the "Amendment"), to
reflect certain changes in the information previously filed by the Reporting
Persons relating to the outstanding Common Shares of Vista Gold Corp. (the
"Issuer"). Unless otherwise specified, all capitalized terms contained herein
have the meanings assigned to them in the Schedule 13D.
Information in this Amendment is provided to: (1) reflect the automatic
conversion of Debentures of the Issuer; (2) report sales of Common Shares by
Exploration Capital; and (3) report a distribution of Common Shares by Global
Resource, all as described in Item 5(a) hereof.
NOTE: Beneficial ownership calculations below are based on 9,306,504
Common Shares of the Issuer outstanding as of November 6, 2002.
Item 2. Identity and Background
Item 2(a) is hereby amended and restated to read in its entirety as
follows:
(a) Names
This Statement is filed by the Reporting Persons by virtue of their
respective ownership interests, as described below, in (a) Exploration Capital
Partners 2000 Limited Partnership ("Exploration Capital"), a direct beneficial
owner of Shares*; (b) Global Resource Investments Ltd. ("Global Resource"), a
direct beneficial owner of Shares; and (c) Rule Investments, Inc. ("Rule
Investments"), a direct beneficial owner of Shares. By signing this Statement,
each Reporting Person agrees that this Statement is filed on his or its behalf.
Following is information about the relationships between the Reporting
Persons and Exploration Capital, Global Resource and Rule Investments:
The General Partner of Exploration Capital is Resource Capital Investment
Corp. ("Resource Capital"). The General Partner of Global Resource is Rule
Investments, which also owns 100% of Global Resource. The Trust owns 90% and
100%, respectively, of Resource Capital and Rule Investments. Mr. Rule is
President and a Director of Resource Capital, and is President and sole Director
of Rule Investments, and, with his wife, is co-Trustee of the Trust.
* NOTE: For purposes of this Statement, the term "Shares" includes Common
Shares owned (if any) as well as those issuable on exercise of warrants.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated to read in its entirety as follows:
(a) Exploration Capital is the direct beneficial owner of 2,152,814 Shares
(including 1,122,807 immediately exercisable purchase warrants), representing
approximately 20.6% of the Issuer's outstanding Common Shares. By virtue of the
relationships described under Item 2 of this Statement, each of Mr. Rule and the
Trust may be deemed to share indirect ownership of the Shares directly
beneficially owned by Exploration Capital.
Global Resource is the direct beneficial owner of 296,296 Shares (all of
which are immediately exercisable share purchase warrants). Rule Investments,
the General Partner of Global Resource, is the direct beneficial owner of
248,574 Common Shares. By virtue of the relationships described under Item 2 of
this Statement, each of Mr. Rule and the Trust may be deemed to share indirect
ownership of the Shares directly beneficially owned by Global Resource and by
Rule Investments.
Based on the above, each of Mr. Rule and the Trust has, in aggregate,
indirect beneficial ownership of 2,697,684 Shares, or approximately 25.2% of the
Issuer's outstanding Common Shares.
(b) By virtue of the relationships described in Item 2, each of Mr. Rule
and the Trust may be deemed to share the indirect power to vote and direct the
disposition of the Shares held by Exploration Capital, Global Resource and Rule
Investments.
(c) The Reporting Persons do not directly beneficially own any Shares. The
following event and transactions occurred during the past 60 days with respect
to the Shares indirectly beneficially owned by the Reporting Persons:
On September 19, 2002, the Securities and Exchange Commission declared effective
a registration statement covering resale by selling security holders of Issuer
Common Shares. The Shares covered by the registration statement include Shares
issuable upon conversion of Debentures and exercise of warrants (including
warrants to be issued upon conversion of Debentures). As a consequence, the
$1,152,000 principal amount of Debentures held by Exploration Capital were
automatically converted, pursuant to their terms, into 1,122,807 Debenture Units
at a price of $1.026 per Debenture Unit. Each Debenture Unit consisted of one
Common Share and one warrant entitling the holder to purchase one Common Share
at a price of $1.50.
On October 30, 2002, Exploration Capital sold 34,400 Common Shares in an open
market transaction, at a price of $2.8014 per share, for aggregate proceeds of
approximately $96,368.
On October 31, 2002, Exploration Capital sold 13,900 Common Shares in an open
market transaction, at a price of $2.7558 per share, for aggregate proceeds of
approximately $38,306.
On November 1, 2002, Exploration Capital sold 44,500 Common Shares in an open
market transaction, at a price of $2.70 per share, for aggregate proceeds of
approximately $120,150.
On November 4, 2002, Global Resource distributed 296,296 Common Shares, as
follows: 248,574 Common Shares to Rule Investments, its General Partner, and
47,722 Common Shares to persons unaffiliated with either of the Reporting
Persons.
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: November 13, 2002 Arthur Richards Rule, individually
By: /s/ Keith Presnell
---------------------------------
Keith Presnell, Attorney-in-Fact
Date: November 13, 2002 Rule Family Trust udt 12/17/98
By: /s/ Keith Presnell
---------------------------------
Keith Presnell, Attorney-in-Fact for
Arthur Richards Rule, Trustee