SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
VISTA GOLD CORP.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
927926 10 5
(CUSIP Number)
Exploration Capital Partners 2000 Limited Partnership
c/o 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)
April 26, 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
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CUSIP No.927926 10 5 SCHEDULE 13D Page 2 of 8
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1 NAME OF REPORTING PERSON
Exploration Capital Partners
2000 Limited Partnership
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
88-0451737
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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5 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 44,912,280
EACH -----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
-----------------------------------------------------
8 SHARED DISPOSITIVE POWER
44,912,280
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,912,280
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.8%
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14 TYPE OF REPORTING PERSON
PN
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CUSIP No.927926 10 5 SCHEDULE 13D Page 3 of 8
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1 NAME OF REPORTING PERSONS
Resource Capital Investment Corporation
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
88-0384205
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
Not Applicable
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Nevada
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 44,912,280
EACH -----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
-----------------------------------------------------
8 SHARED DISPOSITIVE POWER
44,912,280
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,912,280
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
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CUSIP No. 927926 10 5 Page 4 of 8
SCHEDULE 13D
Item 1. Security and Issuer
Class of Securities: Common Shares (the "Common Shares")
Name of Issuer: VISTA GOLD CORP.
Address of Issuer: 7961 Shaffer Parkway, Suite 5
Littleton, Colorado 80127
Tel.: (720) 981-1185 Fax: (720) 981-1186
Item 2. Identity and Background
(a) Names
This Statement is filed by (i) Exploration Capital Partners 2000 Limited
Partnership ("Exploration Capital"), as the direct beneficial owner of
Debentures* and (ii) by virtue of its position as General Partner of Exploration
Capital, by Resource Capital Investment Corp. ("Resource Capital")
(collectively, the "Reporting Persons"). By signing this Statement, each
Reporting Person agrees that this Statement is filed on its or his behalf.
The only executive officers or Directors of any of the Reporting Persons are:
Arthur Richards Rule, President and a Director of Resource Capital; and Keith
Presnell, Chief Financial Officer and a Director of Resource Capital.
Information as to Messrs. Rule and Presnell is provided in addition to that for
the Reporting Persons in Items 2 through 6 of this Statement.
* NOTE: As described in Item 5(c) of this Statement, the Debentures are
convertible into units (the "Debenture Units") at a price of $0.0513 per
Debenture Unit, each consisting of one Common Share and one 5-year warrant
(collectively, "Debenture Warrants") entitling the holder to purchase one Common
Share at a price of $0.075 per share. For purposes of this Statement, the term
"Shares" includes Common Shares owned (if any) as well as those issuable on
conversion of the Debentures and exercise of the Debenture Warrants.
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CUSIP No. 927926 10 5 Page 5 of 8
SCHEDULE 13D
(b) Residence or business addresses:
The address of the principal executive offices of Exploration Capital and
Resource Capital is 8375 West Flamingo Boulevard, Suite 200, Las Vegas, Nevada
89117
The principal business addresses of Mr. Rule and Mr. Presnell are 7770 El Camino
Real, Carlsbad, California 92009.
(c) Principal businesses or occupations:
The principal business of Exploration Capital is private investing. Resource
Capital was organized to serve as the corporate General Partner of Exploration
Capital. It conducts no independent business activities.
Mr. Rule is a stockbroker and President, Chief Executive Officer and a Director
of Global Resource Investments Ltd., which is a broker-dealer. He is also
President and a Director of Resource Capital.
Mr. Presnell is an accountant. He is Chief Financial Officer and a Director of
Resource Capital.
(d) Not applicable to any of the Reporting Persons or to Messrs. Rule or
Presnell
(e) Not applicable to any of the Reporting Persons or to Messrs. Rule or
Presnell
(f) Jurisdictions of Organization/Citizenship:
Exploration Capital is a Nevada limited partnership. Resource Capital is a
Nevada corporation. Mr. Rule and Mr. Presnell are both citizens of the U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
The total amount of funds required by Exploration Capital to acquire the
Debentures reported in Item 5(c) was $1,152,000. These funds were provided by
Exploration Capital's cash on hand and no funds were borrowed for such purpose.
Item 4. Purpose of Transaction
Exploration Capital acquired its securities of the Issuer solely for investment
purposes. Neither of the Reporting Persons, nor Mr. Rule nor Mr. Presnell has
formulated any plans or proposals which relate to or would result in any matter
required to be disclosed in response to paragraphs (a) through (j) of Item 4 of
Schedule 13D.
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CUSIP No. 927926 10 5 Page 6 of 8
Item 5. Interest in Securities of the Issuer
NOTE: Beneficial ownership calculations below are based on 116,640,965 Common
Shares of the Issuer outstanding as of April 30, 2002.
(a) Exploration Capital is the direct beneficial owner of $1,152,000 principal
amount of Debentures. As described in Item 5(c), the Debentures are convertible
into units (the "Debenture Units") at a price of $0.0513 per Debenture Unit,
each consisting of one Common Share and one 5-year warrant (collectively,
"Debenture Warrants") entitling the holder to purchase one Common Share at a
price of $0.075 per share. Assuming conversion of all of its Debentures into
Debenture Units, and exercise of all of its Debenture Warrants, Exploration
Capital would own 22,456,140 Common Shares and a warrant immediately exercisable
for the purchase of 22,456,140 Common Shares, for an aggregate beneficial
ownership of 44,912,280 Shares, or approximately 27.8% of the Issuer's
outstanding Common Shares. By virtue of the relationship described under Item 2
of this Statement, Resource Capital may be deemed to share indirect ownership of
the Shares directly beneficially owned by Exploration Capital.
By virtue of the relationships described under Item 2 of the amended Statement
on Schedule 13D filed by Mr. Rule, et al., as of May 6, 2002, and subject to the
disclaimer set forth in such amended Statement, Mr. Rule may be deemed to share
indirect ownership of: (i) the Shares directly beneficially owned by Exploration
Capital; (ii) the 11,851,850 Shares directly beneficially owned by Global
Resource Investments Ltd. ("Global Resource"), as set forth in the Statement on
Schedule 13G filed by Global Resource et al., as of May 6, 2002 and (iii) the
40,000,000 Shares directly beneficially owned by Stockscape.com Technologies
Inc. ("Stockscape"), as set forth in the amended Statement on Schedule 13D filed
by Stockscape on or about May 6, 2002. These represent an aggregate indirect
beneficial ownership of 51.6% of the Issuer's outstanding Common Shares.
Mr. Presnell is the direct beneficial owner of $60,000 principal amount of
Debentures, representing an aggregate beneficial ownership of 2,339,181 Shares,
or less than 2% of the Issuer's outstanding Common Shares, assuming conversion
of all of his Debentures into Debenture Units, and exercise of all of his
Debenture Warrants.
(b) Exploration Capital has the direct power to vote and direct the disposition
of the Shares held by it. By virtue of the relationship described in Item 2,
Resource Capital may be deemed to share the indirect power to vote and direct
the disposition of the Shares held by Exploration Capital.
By virtue of the relationships referred to in Item 5(a) above, Mr. Rule may be
deemed to share the indirect power to vote and direct the disposition of the
Shares held by Exploration Capital, Global Resource and Stockscape.
Mr. Presnell has the direct power to vote and direct the disposition of the
Shares held by him.
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CUSIP No. 927926 10 5 Page 7 of 8
(c) The only transaction effected by the Reporting Persons in the Issuer's
reported securities during the sixty days preceding this filing was as follows:
On March 19, 2002, as part of a private transaction (the "Debenture Offering"),
the Issuer issued $1,152,000 aggregate principal amount of convertible
debentures (the "Debentures") to Exploration Capital. The Debentures are
convertible into units (the "Debenture Units") at a price of $0.0513 per
Debenture Unit, each consisting of one Common Share and one 5-year warrant
(collectively, "Debenture Warrants") entitling the holder to purchase one Common
Share at a price of $0.075 per share. As compensation for its services as Agent
in the Debenture Offering, Global Resource was issued 4,325,925 Agent's Special
Warrants exercisable into units having the same terms as the Debenture Units.
Beneficial ownership was not reported at the issuance date as to any security
issued in the Debenture Offering because issuances of Shares upon conversion of
Debentures, exercise of Agent's Special Warrants, and exercise of the warrants
receivable as components of the Debenture Units, were all subject to shareholder
approval, which occurred at the Issuer's Annual and Special General Meeting on
April 26, 2002.
Also on March 19, 2002, Mr. Presnell purchased $60,000 aggregate principal
amount of Debentures on the same terms as set forth in the preceding paragraph.
(d) Exploration Capital has the right to receive and the power to direct the
receipt of dividends from, and the proceeds from the sale of, the Shares held by
it.
Mr. Presnell has the right to receive and the power to direct the receipt of
dividends from, and the proceeds from the sale of, the Shares held by him.
(e) Not applicable to any of the Reporting Persons or to Messrs. Rule or
Presnell
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The terms of the Debentures and Debenture Warrants are set forth in the forms of
Debenture and Debenture Warrant filed herewith as Exhibits 2 and 3,
respectively.
Item 7. Material to be Filed as Exhibits
EXHIBIT 1 Agreement to File Jointly, by and between the Reporting Persons, dated
as of May 6, 2002.
EXHIBIT 2 Form of Debenture
EXHIBIT 3 Form of Debenture Warrant
DISCLAIMER OF BENEFICIAL OWNERSHIP
Not applicable
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CUSIP No. 927926 10 5 Page 8 of 8
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: May 2, 2002 Exploration Capital Partners 2000 Limited Partnership
By: Resource Capital Investment Corporation, its
general partner
By: /s/ Arthur Richards Rule
---------------------------------------
Arthur Richards Rule, President
Date: May 2, 2002 Resource Capital Investment Corporation
By: /s/ Arthur Richards Rule
---------------------------------------
Arthur Richards Rule, President
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