SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
[ ] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (Section)240.14a-12
VISTA GOLD CORP.
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(Name of Registrant As Specified In Its Charter)
NOT APPLICABLE
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
VISTA GOLD CORP.
NOTICE OF MEETING
AND
MANAGEMENT INFORMATION
AND PROXY CIRCULAR
for the
Special General Meeting
to be held on
Thursday, February 27, 2003
The attached Notice of Meeting, Management Information and Proxy Circular, and
form of proxy and notes thereto for the Meeting are first being sent to
shareholders of the Corporation on or about February 3, 2003.
7961 Schaffer Parkway [COMPANY LETTERHEAD LOGO] Telephone (720) 981-1185
o Suite 5 o Littleton, CO USA 80127 o Facsimile: (720) 981-1186
January 24, 2003
Dear shareholder:
It is my pleasure to invite you to attend the special general meeting of
shareholders to be held on Thursday, February 27, 2003 at 10:00 a.m., Vancouver
time, at the offices of Borden Ladner Gervais LLP, Suite 1200, 200 Burrard
Street, Vancouver, British Columbia, Canada. If you are unable to attend this
meeting in person, please complete, date, sign and return the enclosed form of
proxy to ensure that your vote is counted.
The Notice of Meeting, Management Information and Proxy Circular and forms of
proxy are enclosed. These documents contain important information and I would
encourage you to read them carefully. You are being asked to consider and
approve a private placement of special warrants by the Corporation, the
principal terms of which are described in the enclosed Management Information
and Proxy Circular.
MANAGEMENT AND THE BOARD OF DIRECTORS STRONGLY URGE YOU TO VOTE FOR THE
RESOLUTION APPROVING THIS TRANSACTION.
Before I explain why it is important that you approve this resolution, I think a
brief review of the Corporation's recent history will provide useful context.
When I addressed you last year at this time, in anticipation of our 2002
shareholders' meeting, I asked you to approve, among other things, a U.S.$3.8
million private placement financing which involved the sale of units for
U.S.$1.026 each. This financing ensured that the Corporation remained viable. In
addition, through 2002 this capital enabled us to develop and execute a strategy
wherein we began to build a portfolio of credible gold projects - several of
these projects represent potential gold mines at today's gold prices. The gold
resources controlled by the Corporation expanded from 1.7 million ounces at the
beginning of 2002 to more than 5.2 million ounces at the end of 2002. We did not
produce gold in commercial quantities from any of our gold projects in 2002. The
Corporation must, therefore, acquire capital from the equity markets. In
addition to the U.S.$3.8 million private placement I referred to earlier, we
completed a U.S.$2.3 million private placement in December 2002.
A company's stock price performance can be a good test of the success of its
strategy. Through 2002, the Corporation's stock price appreciated 240%; this was
better than performance in the gold sector generally, as measured by both the
American Stock Exchange index of unhedged gold producers (ticker symbol "HUI")
and the Philadelphia Stock Exchange gold index (ticker symbol "XAU"). We believe
that our performance was better than the gold sector because we did not deplete
our gold resources, thus creating the opportunity for the stock price to
magnify, or leverage, changes in the gold price. For example, while our stock
price rose 240%, the gold price increased about 25%. We hope to build on this
success through 2003 by continuing the strategies introduced in 2002.
While we are optimistic about our ability to continue to acquire credible
projects at reasonable prices, we recognize that the rising gold price is
affecting both the availability and the price of gold projects. Our experience
tells us that gold project acquisitions will influence the degree of leverage to
the gold price
that our stock can realize. We therefore believe it is important to move
aggressively and quickly to expand the Corporation's portfolio of gold
properties, while good projects are still available at reasonable prices.
To provide us with the funds to implement this strategy, in December 2002 we
negotiated a private placement of special warrants which will provide us with
gross proceeds of up to approximately U.S.$3.4 million. The details of this
transaction are described in the enclosed Management Information and Proxy
Circular. We expect to complete this transaction in early February 2003;
however, the gross proceeds raised by the issuance of the special warrants will
be placed in escrow pending shareholder approval of the transaction. If
shareholders approve the transaction, the escrowed proceeds will be released to
the Corporation. IF SHAREHOLDERS DO NOT APPROVE THE TRANSACTION, THE PROCEEDS
WILL BE RETURNED TO INVESTORS.
MANAGEMENT AND THE BOARD OF DIRECTORS STRONGLY URGE YOU TO VOTE FOR THE
RESOLUTION APPROVING THIS TRANSACTION.
During 2002 while Vista's stock price rose 240%, our market capitalization
increased an impressive 708%, which we believe reflects our growing resource
base and the rising gold price. With your support of this resolution, we can
advance our acquisition and growth strategy; with an expanding portfolio of gold
resources, Vista will continue to evolve as a premier company offering a "call
option" on gold.
Yours truly,
/s/ "Ronald J. McGregor"
Ronald J. McGregor
President and Chief Executive Officer
VISTA GOLD CORP.
NOTICE OF MEETING
NOTICE IS HEREBY GIVEN THAT a special general meeting (the "MEETING") of the
shareholders of Vista Gold Corp. (the "CORPORATION") will be held at the offices
of Borden Ladner Gervais LLP, Suite 1200, 200 Burrard Street, Vancouver, British
Columbia on Thursday, February 27, 2003 at 10:00 a.m., Vancouver time, for the
following purposes:
1. to consider and approve an ordinary resolution authorizing the Corporation
to issue up to 1,400,000 special warrants at a price of U.S.$2.43 per
special warrant which, subject to certain conditions including the approval
of shareholders at the Meeting, are exercisable for, no additional
consideration, to acquire a total of 1,400,000 common shares of the
Corporation and common share purchase warrants to acquire a total of
1,400,000 common shares of the Corporation, the full text of which
resolution is set out in Schedule "A" to the attached Management
Information and Proxy Circular and is incorporated herein by reference; and
2. to transact such other business as may properly come before the Meeting or
any adjournment or adjournments thereof.
Accompanying this Notice of Meeting are (i) a Management Information and Proxy
Circular, and (ii) a form of proxy and notes thereto.
If you are a REGISTERED SHAREHOLDER of the Corporation and are unable to attend
the Meeting in person, please date and execute the accompanying form of proxy
for the Meeting and deposit it with Computershare Trust Company of Canada at
Montreal Trust Centre, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9,
Attention: Proxy Department, before 10:00 a.m., Vancouver time, on Tuesday,
February 25, 2003, or no later than 48 hours (excluding Saturdays, Sundays and
holidays) before any adjournment of the Meeting.
If you are a NON-REGISTERED SHAREHOLDER of the Corporation and receive these
materials through your broker or another intermediary, please complete and
return the materials in accordance with the instructions provided to you by your
broker or such other intermediary.
This Notice of Meeting, the Management Information and Proxy Circular, and the
form of proxy and notes thereto for the Meeting are first being sent to
shareholders of the Corporation on or about February 3, 2003.
DATED at Littleton, Colorado, this 24th day of January, 2003.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ "Ronald J. McGregor"
RONALD J. MCGREGOR
President and Chief Executive Officer
TABLE OF CONTENTS
LETTER TO SHAREHOLDERS
NOTICE OF MEETING
MANAGEMENT INFORMATION AND PROXY CIRCULAR
Particulars of Matters to be Acted Upon....................................1
Approval of Special Warrant Offering.....................................1
Information About Proxies..................................................3
Solicitation of Proxies..................................................3
Appointment of Proxyholder...............................................3
Revocation of Proxy......................................................3
Voting of Proxies........................................................4
Exercise of Discretion by Proxyholders...................................4
Securities Entitled to Vote................................................4
Ownership of the Corporation's Common Shares...............................5
Ownership by Management..................................................5
Ownership by Principal Shareholders......................................6
Quorum and Percentage of Votes Necessary to Pass Resolutions...............7
Executive Compensation.....................................................7
Summary Compensation Table...............................................7
Long-term Incentive Plan.................................................8
Stock Options............................................................8
Pension and Retirement Savings Plans....................................10
Termination of Employment, Change in Responsibilities and
Employment Contracts..................................................10
Report of the Compensation Committee....................................11
Performance Graph.......................................................13
Compensation of Directors and Officers..................................13
Indebtedness of Directors and Senior Officers.............................13
Director and Officer Liability Insurance..................................13
Interest of Management and Others in Material Transactions................14
Management Contracts......................................................14
Interest of Certain Persons in Matters to be Acted Upon...................14
Shareholder Proposals.....................................................14
Other Matters.............................................................15
Dissenters' Rights of Appraisal............................................15
Availability of Documents.................................................15
Board of Director Approval................................................15
Schedule "A" - Special Warrant Offering Resolution.......................A-1
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MANAGEMENT INFORMATION AND PROXY CIRCULAR
THIS MANAGEMENT INFORMATION AND PROXY CIRCULAR ("INFORMATION CIRCULAR") IS
FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF VISTA GOLD
CORP. (THE "CORPORATION") OF PROXIES TO BE VOTED AT THE SPECIAL GENERAL MEETING
(THE "MEETING") OF THE SHAREHOLDERS OF THE CORPORATION ("SHAREHOLDERS") TO BE
HELD AT THE OFFICES OF BORDEN LADNER GERVAIS LLP, SUITE 1200, 200 BURRARD
STREET, VANCOUVER, BRITISH COLUMBIA ON THURSDAY, FEBRUARY 27, 2003 AT 10:00
A.M., VANCOUVER TIME, FOR THE PURPOSES SET FORTH IN THE ACCOMPANYING NOTICE OF
MEETING.
It is anticipated that this Information Circular and the accompanying form of
proxy will be first mailed to shareholders on or about February 3, 2003. Unless
otherwise stated, the information contained in this Information Circular is
given as at January 24, 2003.
The executive office of the Corporation is located at 7961 Shaffer Parkway,
Suite 5, Littleton, Colorado, U.S.A., 80127 and its telephone number is (720)
981-1185. The registered and records office of the Corporation is located at 200
- 204 Lambert Street, Whitehorse, Yukon Territory, Canada, Y1A 3T2.
Advance notice of the Meeting was published in The Vancouver Sun and The Toronto
Star newspapers on January 19, 2003, and in The Whitehorse Star on January 20,
2003.
INFORMATION REGARDING THE PROXIES SOLICITED BY MANAGEMENT IN CONNECTION WITH THE
MEETING IS SET OUT BELOW UNDER "INFORMATION ABOUT PROXIES".
PARTICULARS OF MATTERS TO BE ACTED UPON
APPROVAL OF SPECIAL WARRANT OFFERING
In December 2002, the Corporation negotiated the terms of a private placement
(the "SPECIAL WARRANT OFFERING") of up to 1,400,000 special warrants ("SPECIAL
WARRANTS") at a price of U.S.$2.43 per Special Warrant for gross proceeds of up
to U.S.$3,402,000. The Corporation expects to complete the Special Warrant
Offering in early February 2003. The gross proceeds raised by the issuance of
the Special Warrants will be placed in escrow pending shareholder approval of
the Special Warrant Offering at the Meeting. If shareholders approve the Special
Warrant Offering, the escrowed proceeds will be released to the Corporation. The
Corporation intends to use the net proceeds of the Special Warrant Offering,
estimated at up to U.S.$3,046,800, to evaluate and acquire gold mining
properties, and to hold and maintain such properties for development or sale in
anticipation of higher gold prices. As at the date of this Information Circular,
the Corporation is evaluating several properties and does not intend to use the
net proceeds of the Special Warrant Offering for the acquisition of any specific
property. IF SHAREHOLDERS DO NOT APPROVE THE SPECIAL WARRANT OFFERING, THE
PROCEEDS FROM THE ISSUANCE OF THE SPECIAL WARRANTS WILL BE RETURNED TO
INVESTORS.
Subject to shareholder approval of the Special Warrant Offering at the Meeting,
each Special Warrant will be exercisable, for no additional consideration, into
one common share in the capital of the Corporation (a "COMMON SHARE") and one
common share purchase warrant (a "WARRANT"), for a total of up to 1,400,000
Common Shares and 1,400,000 Warrants if all Special Warrants are issued. Each
Warrant will be exercisable for one additional Common Share for an exercise
price of (i) U.S.$3.14 if exercised before the first anniversary of the date the
Special Warrant is issued (the "CLOSING DATE"), (ii) U.S.$3.56 if exercised
before the second anniversary of the Closing Date, (iii) U.S.$3.92 if exercised
before the third anniversary of the Closing Date, and (iv) U.S.$4.28 if
exercised before the fourth anniversary of the Closing Date. The Warrants will
be exercisable until the earlier of the fourth anniversary of the Closing
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Date and the 15th business day following the date on which the Corporation
provides notice that an Acceleration Event has occurred (such earlier date, the
"EXPIRY DATE"). The "ACCELERATION EVENT" will occur if at any time after the
second anniversary of the Closing Date the closing trading price of the
Corporation's Common Shares on the American Stock Exchange is greater than 150%
of the then applicable exercise price on 15 or more consecutive trading days. If
the Acceleration Event occurs, the Corporation will have the option at any time
prior to the Expiry Date to provide notice that the Acceleration Event has
occurred and request that the Warrants be exercised by the holders thereof. If
the Corporation provides such notice and the Warrants have not been exercised
within 15 days following the notice, the Warrants will be deemed to have
expired. The recent trading prices of the Corporation's Common Shares on the
American Stock Exchange have been higher than the initial exercise price of the
Warrants. Accordingly, investors who receive these Warrants may exercise the
Warrants immediately (although any Common Shares issued on the exercise of those
Warrants will be subject to resale restrictions imposed by applicable securities
laws). In addition, if the trading price for the Corporation's Common Shares
continues to increase, the Acceleration Event could occur.
The Corporation has retained Global Resource Investments Ltd. ("GLOBAL") to find
investors to purchase the Special Warrants and has agreed to pay Global a cash
commission equal to 10% of the proceeds of the Special Warrant Offering (a
maximum payment of U.S.$340,200 if all Special Warrants are issued) as
consideration for Global's services as finder. In addition, the Corporation has
agreed to pay reasonable legal costs incurred by Global in connection with the
Special Warrant Offering up to a maximum of U.S.$15,000. THESE AMOUNTS WILL BE
PAID TO GLOBAL EVEN IF SHAREHOLDERS DO NOT APPROVE THE SPECIAL WARRANT OFFERING.
The Corporation understands that all of the shares of Global are beneficially
owned by an individual that beneficially owns approximately 19.5% of the Common
Shares of the Corporation and also beneficially owns more than 10% of the shares
of Quest Investment Corporation (successor by amalgamation to Stockscape.com
Technologies Inc.) ("QUEST"). As at January 24, 2003, Quest beneficially owned
approximately 10.7% of the Common Shares of the Corporation. See "Ownership of
the Corporation's Common Shares" and "Interest of Management and Others in
Material Transactions".
The Toronto Stock Exchange has approved the Special Warrant Offering, subject
to, among other things, shareholders approving the issuance of the Special
Warrants. Accordingly, at the Meeting, shareholders will be asked to consider
and approve an ordinary resolution (the "SPECIAL WARRANT OFFERING RESOLUTION")
authorizing the Corporation to issue the Special Warrants that are issued as
part of the Special Warrant Offering. The full text of the Special Warrant
Offering Resolution is set out in SCHEDULE "A" to this Information Circular.
RECOMMENDATION OF MANAGEMENT AND THE BOARD OF DIRECTORS
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MANAGEMENT AND THE BOARD OF DIRECTORS STRONGLY RECOMMEND THAT SHAREHOLDERS VOTE
FOR THE SPECIAL WARRANT OFFERING RESOLUTION.
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The Special Warrant Offering will provide gross proceeds of up to U.S.$3,402,000
to the Corporation with the potential to provide an additional U.S.$4,396,000 of
capital if all Warrants issued in connection with this transaction are exercised
by investors at U.S.$3.14 per Warrant, U.S.$4,984,000 if all Warrants are
exercised by investors at U.S.$3.56 per Warrant, U.S.$5,488,000 if all Warrants
are exercised by investors at $3.92 per Warrant and U.S.$5,992,000 if all
Warrants are exercised by investors at U.S.$4.28 per Warrant. HOWEVER, THE
CORPORATION WILL NOT RECEIVE ANY OF THIS FUNDING UNLESS THE APPROVAL OF
SHAREHOLDERS IS OBTAINED AT THE MEETING.
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The value of the Corporation's Common Shares increased 240% through 2002. At the
same time, the Corporation's market capitalization increased by over 700%.
Management and the Board of Directors believe that this growth is attributable
to two principal factors: the 25% increase in the gold price; and the
Corporation's strategy of acquiring credible undervalued gold projects.
Management and the Board of Directors plan to continue with this strategy.
However, with the recent improvements in the gold price, and the general
expectation that this trend will continue, management does not believe that
attractive gold projects are likely to remain available for long. The Special
Warrant Offering would provide the cash necessary to advance the Corporation's
strategy quickly and aggressively; and put the Corporation in a position to take
advantage of the current window of opportunity.
FOR THESE REASONS, MANAGEMENT AND THE BOARD OF DIRECTORS STRONGLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR THE SPECIAL WARRANT OFFERING RESOLUTION.
INFORMATION ABOUT PROXIES
SOLICITATION OF PROXIES
The solicitation for proxies will be conducted by mail and may be supplemented
by telephone or other personal contact to be made, without special compensation,
by officers and employees of the Corporation. THE CORPORATION MAY RETAIN OTHER
PERSONS OR COMPANIES TO SOLICIT PROXIES ON BEHALF OF MANAGEMENT, IN WHICH EVENT
THE CUSTOMARY FEES FOR SUCH SERVICES WILL BE PAID. THE COST OF THE SOLICITATION
WILL BE BORNE BY THE CORPORATION.
APPOINTMENT OF PROXYHOLDER
THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY FOR THE MEETING ARE DIRECTORS OR
OFFICERS OF THE CORPORATION AND ARE NOMINEES OF MANAGEMENT. A SHAREHOLDER HAS
THE RIGHT TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER, TO
REPRESENT SUCH SHAREHOLDER AT THE MEETING BY STRIKING OUT THE NAMES OF THE
PERSONS DESIGNATED IN THE ACCOMPANYING FORM OF PROXY AND BY INSERTING THAT OTHER
PERSON'S NAME IN THE BLANK SPACE PROVIDED. IF A SHAREHOLDER APPOINTS ONE OF THE
PERSONS DESIGNATED IN THE ACCOMPANYING FORM OF PROXY AS A NOMINEE AND DOES NOT
DIRECT THE SAID NOMINEE TO VOTE EITHER FOR OR AGAINST OR WITHHOLD FROM VOTING ON
A MATTER OR MATTERS WITH RESPECT TO WHICH AN OPPORTUNITY TO SPECIFY HOW THE
COMMON SHARES REGISTERED IN THE NAME OF SUCH SHAREHOLDER SHALL BE VOTED, THE
PROXY SHALL BE VOTED IN FAVOUR OF SUCH MATTER OR MATTERS.
The instrument appointing a proxyholder must be in writing and signed by the
shareholder, or such shareholder's attorney authorized in writing, or if the
shareholder is a corporation, by a duly authorized officer, or attorney, of the
corporation. An instrument of proxy will only be valid if it is duly completed,
signed, dated and received at the office of the Corporation's registrar and
transfer agent, Computershare Trust Company of Canada at Montreal Trust Centre,
510 Burrard Street, Vancouver, British Columbia, V6C 3B9, Attention: Proxy
Department before 10:00 a.m., Vancouver time, on Tuesday, February 25, 2003, or
no later than 48 hours (excluding Saturdays, Sundays and holidays) before any
adjournment of the Meeting, unless the Chairman of the Meeting elects to
exercise his discretion to accept proxies received subsequently.
REVOCATION OF PROXY
A shareholder may revoke a proxy by delivering an instrument in writing executed
by such shareholder or by the shareholder's attorney authorized in writing or,
where the shareholder is a corporation, by a duly authorized officer or attorney
of the corporation, either to the registered office of the Corporation at any
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time up to and including the last business day preceding the day of the Meeting
or any adjournment thereof, with the Chairman of the Meeting on the day of the
Meeting or any adjournment thereof, before any vote in respect of which the
proxy is to be used shall have been taken, or in any other manner permitted by
law.
VOTING OF PROXIES
A shareholder may direct the manner in which his or her Common Shares are to be
voted or withheld from voting in accordance with the instructions of the
shareholder by marking the form of proxy accordingly. If the instructions in a
proxy given to management are certain, the Common Shares represented by that
proxy will be voted on any poll and where a choice has been specified in the
proxy, the Common Shares will be voted on any poll in accordance with the
specifications so made. WHERE NO CHOICE IS SO SPECIFIED WITH RESPECT TO ANY
RESOLUTION OR IN THE ABSENCE OF CERTAIN INSTRUCTIONS, THE COMMON SHARES
REPRESENTED BY A PROXY GIVEN TO MANAGEMENT WILL BE VOTED IN FAVOUR OF THE
RESOLUTION. IF MORE THAN ONE DIRECTION IS MADE WITH RESPECT TO ANY RESOLUTION,
SUCH COMMON SHARES WILL SIMILARLY BE VOTED IN FAVOUR OF THE RESOLUTION.
EXERCISE OF DISCRETION BY PROXYHOLDERS
The enclosed form of proxy when properly completed and delivered and not revoked
confers discretionary authority upon the proxyholders named therein with respect
to amendments or variations of matters identified in the accompanying Notice of
Meeting, and other matters not so identified which may properly be brought
before the Meeting. At the date of this Information Circular, management of the
Corporation knows of no such amendments, variations or other matters to come
before the Meeting. If any other matter comes before the Meeting, the persons
named in the proxy will vote in accordance with their judgement on such matter.
SECURITIES ENTITLED TO VOTE
As of January 24, 2003, the authorized share capital of the Corporation is
divided into an unlimited number of Common Shares, of which 10,925,880 Common
Shares are issued and outstanding, and an unlimited number of preferred shares,
none of which are issued. Every shareholder who is present in person and
entitled to vote at the Meeting shall have one vote on a show of hands and on a
poll shall have one vote for each Common Share of which the shareholder is the
registered holder, and such shareholder may exercise such vote either in person
or by proxyholder.
The Board of Directors of the Corporation has fixed the close of business on
January 27, 2003 as the record date for the purpose of determining the
shareholders entitled to receive notice of the Meeting, but the failure of any
shareholder to receive notice of the Meeting does not deprive such shareholder
of the entitlement to vote at the Meeting. Every shareholder of record at the
close of business on January 27, 2003 who personally attends the Meeting will be
entitled to vote at the Meeting or any adjournment thereof, except to the extent
that:
(a) such shareholder has transferred the ownership of any of his or her Common
Shares after January 27, 2003; and
(b) the transferee of those Common Shares produces properly endorsed share
certificates, or otherwise establishes that he or she owns the Common
Shares, and demands, not later than 10 days before the Meeting, that his or
her name be included in the list of shareholders entitled to
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vote at the Meeting, in which case the transferee is entitled to vote those
Common Shares at the Meeting.
OWNERSHIP OF THE CORPORATION'S COMMON SHARES
OWNERSHIP BY MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Corporation's Common Shares, as of January 24, 2003, by (i)
each of the Corporation's executive officers and directors and (ii) the
Corporation's executive officers and directors, as a group.
COMMON SHARES BENEFICIALLY PERCENTAGE
NAME AND ADDRESS (1) OWNED (2) OF CLASS
---------------- -------------------------- ----------
John M. Clark(3) 10,000 *
DIRECTOR
Ronald J. McGregor(4) 48,500 *
PRESIDENT, CHIEF EXECUTIVE
OFFICER AND DIRECTOR
C. Thomas Ogryzlo(3) 10,000 *
DIRECTOR
Michael B. Richings(5) 23,998 *
DIRECTOR
Robert A. Quartermain (6) 199,930 1.8%
DIRECTOR
John F. Engele(7) 8,750 *
VICE PRESIDENT, FINANCE AND
CHIEF FINANCIAL OFFICER
All executive officers and directors 301,178 2.6%
as agroup (6 persons)
--------------------------------
* Represents less than 1% of the outstanding Common Shares.
(1) The address of each of the persons listed is c/o Vista Gold Corp., 7961
Shaffer Parkway, Suite 5, Littleton, Colorado 80127.
(2) In accordance with Rule 13d-3(d)(1) under the United States SECURITIES
EXCHANGE ACT OF 1934, as amended, the applicable percentage of ownership
for each person is based on 10,925,880 Common Shares outstanding as of
January 24, 2003, plus any securities held by such person exercisable for
or convertible into Common Shares within 60 days after the date of this
Information Circular. Ownership totals exclude Common Shares which may be
acquired upon exercise of options granted by the Board of Directors,
subject to shareholder approval to be sought at the next scheduled Annual
General Meeting of the Corporation, as follows: John M. Clark - 40,000;
Ronald J. McGregor - 180,000; C. Thomas Ogryzlo - 40,000; Michael B.
Richings - 80,000; Robert A. Quartermain - 40,000; and John F. Engele -
52,500.
(3) Includes 10,000 Common Shares which may be acquired upon the exercise of
immediately exercisable options.
(4) Includes 47,500 Common Shares which may be acquired upon the exercise of
immediately exercisable options.
(5) Includes 20,000 Common Shares which may be acquired upon the exercise of
immediately exercisable options.
(6) Includes 97,465 Common Shares which may be acquired upon the exercise of
immediately exercisable warrants and 10,000 Common Shares which may be
acquired upon the exercise of immediately exercisable options. Mr.
Quartermain was appointed as a director of the Corporation on April 26,
2002.
(7) Includes 8,750 Common Shares which may be acquired upon the exercise of
immediately exercisable options.
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OWNERSHIP BY PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Corporation's Common Shares, as of January 24, 2003, by each
shareholder known to the Corporation to be the beneficial owner of more than 5%
of the Corporation's Common Shares.
COMMON SHARES PERCENTAGE
NAME AND ADDRESS BENEFICIALLY OWNED (1) OF CLASS
---------------- ---------------------- ----------
Vertical Ventures Investments, LLC (2) 765,956 6.8%
6th Floor, 650 6th Ave.
New York, New York, USA 10019
PanAmerica Capital Group, Inc. (3) 1,001,761 8.8%
12th Floor, World Trade Center
Panama City, Panama
Quest Investment Corporation (4) 1,280,000 10.7%
300 - 570 Granville Street
Vancouver, British Columbia
Canada V6C 3P1
Exploration Capital Partners 2000 Limited 2,406,634 19.5%
Partnership, Resource Capital Investment
Corporation, Rule Family Trust u/d/t 12/17/98
and Arthur Richards Rule (5)
--------------------------------
(1) In accordance with Rule 13d-3(d)(1) under the United States SECURITIES
EXCHANGE ACT OF 1934, as amended, the applicable percentage of ownership of
each shareholder is based on 10,925,880 Common Shares outstanding as of
January 24, 2003, plus any securities held by such shareholder exercisable
for or convertible into Common Shares within 60 days after the date of this
Information Circular.
(2) Includes 382,978 Common Shares which may be acquired upon the exercise of
immediately exercisable common share purchase warrants.
(3) Includes 503,863 Common Shares which may be acquired upon the exercise of
immediately exercisable common share purchase warrants.
(4) Includes 1,000,000 Common Shares which may be acquired upon the exercise of
immediately exercisable common share purchase warrants. Quest Investment
Corporation (defined above as "QUEST") is the successor to Stockscape.com
Technologies Inc. pursuant to an amalgamation with three other companies
effected in July 2002. Quest 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 the Corporation until
October 24, 2002, is a director of Quest and holds approximately 4.6% of
the votes attributable to the outstanding shares of Quest. A. Richards
Rule, beneficial owner of all the shares of Global Resource Investments
Ltd., beneficially owns shares carrying approximately 14% of the votes
attributable to the outstanding shares of Quest.
(5) Exploration Capital Partners 2000 Limited Partnership ("EXPLORATION
CAPITAL"), a Nevada limited partnership, is the direct owner of 930,007
Common Shares and 1,122,807 Common Shares which may be acquired upon the
exercise of immediately exercisable common share purchase warrants. The
corporate General Partner of Exploration Capital is Resource Capital
Investment Corp. ("RESOURCE CAPITAL"), a Nevada corporation which is 90%
owned by the Rule Family Trust u/d/t 12/17/98 (the "TRUST"). A. Richards
Rule is President and a Director of Resource Capital, and, with his wife,
is co-trustee of the Rule Family Trust. Global Resource Investments Ltd.
(defined above as "GLOBAL") is the direct owner of 283,820 Common Shares
which may be acquired upon the exercise of immediately exercisable common
share purchase warrants. The corporate General Partner of Global is Rule
Investments, Inc. ("RULE INVESTMENTS"), which is the direct owner of 70,000
Common Shares. The Trust owns 100% of Rule Investments. Accordingly, the
Trust and Mr. Rule are indirect beneficial owners of an aggregate of
1,000,007 Common Shares and 1,406,627 Common Shares which may be acquired
upon the exercise of immediately exercisable common share purchase warrants
as directly owned by Exploration
- 6 -
Capital, Global and Rule Investments as described herein. The address for
each of Exploration Capital, Resource Capital, the Trust, Mr. Rule, Global
and Rule Investments is 7770 El Camino Real, Carlsbad, California 92009.
The Corporation has no charter or by-law provisions that would delay, defer or
prevent a change in control of the Corporation.
QUORUM AND PERCENTAGE OF VOTES NECESSARY TO PASS RESOLUTIONS
Under By-Law No. 1 of the Corporation, the quorum for the transaction of
business at the Meeting is two shareholders present in person or by proxy.
The ordinary resolution authorizing the Corporation to issue special warrants in
connection with the Special Warrant Offering must be approved by a majority of
more than 50% of the votes cast by shareholders who vote in person or by proxy
at the Meeting with respect to these resolutions. See "Particulars of Matters to
be Acted Upon - Approval of Special Warrant Offering".
Abstentions will be counted as present for purposes of determining the presence
of a quorum for purposes of this matter, but will not be counted as votes cast.
Broker non-votes (shares held by a broker or nominee as to which the broker or
nominee does not have the authority to vote on a particular matter) will not be
counted as present for purposes of determining the presence of a quorum for
purposes of this matter and will not be voted. Accordingly, neither abstentions
nor broker non-votes will have any effect on the outcome of the votes on this
matter.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below contains a summary of the compensation paid to, or earned by,
the Corporation's President and Chief Executive Officer, and the Corporation's
most highly compensated executive officer (other than the President and Chief
Executive Officer) who was serving as an executive officer at the end of the
Corporation's most recently completed financial year and during such year
received, in his capacity as officer of the Corporation and any of its
subsidiaries, in excess of Cdn.$100,000 (collectively, the "NAMED EXECUTIVE
OFFICERS"), for each of the Corporation's three most recently completed
financial years ended December 31, 2002, 2001 and 2000. All currency figures
under the heading "Summary Compensation Table" are in United States dollars.
- 7 -
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
NUMBER OF
OTHER COMMON SHARES
ANNUAL UNDER OPTIONS ALL OTHER COMPEN-
NAME AND SALARY BONUS COMPENSATION(1) GRANTED (2) SATION(3)
PRINCIPAL POSITION YEAR (U.S.$) (U.S.$) (U.S.$) (#) (U.S.$)
------------------------------- --------- ------------- ------------ ------------------- ----------------- ------------------
RONALD J. MCGREGOR 2002 166,900 nil nil 245,000 6,000
PRESIDENT AND 2001 160,000 nil nil 32,500 5,250
CHIEF EXECUTIVE OFFICER 2000 141,000 nil nil 25,000 5,000
------------------------------- --------- ------------- ------------ ------------------- ----------------- ------------------
JOHN F. ENGELE 2002 106,900 nil nil 70,000 4,184
VICE PRESIDENT, FINANCE AND 2001 69,950 nil nil 8,750 2,869
CHIEF FINANCIAL OFFICER 2000 - - - - -
-------------------------------
(1) Perquisites and other personal benefits for the most recently completed
financial year do not exceed the lesser of $50,000 or 10% of the total
annual salary and bonus for any of the Named Executive Officers unless
otherwise noted.
(2) All securities under option are for Common Shares of the Corporation. 2001
and 2000 grants have been restated to give effect to the 1-for-20 share
consolidation effective June 19, 2002. The following option grants
included in "Numbers of Common Shares Under Options Granted", are subject
to shareholder approval: Ronald J. McGregor - 180,000; and John F. Engele
- 52,500. No stock appreciation rights are outstanding.
(3) Represents the Corporation's contribution under the Corporation's
Retirement Savings Plan, except where otherwise indicated. The executive
officers of the Corporation participate in this plan on the same basis as
all other employees of the Corporation. See "Pension and Retirement
Savings Plans".
LONG-TERM INCENTIVE PLAN
The Corporation does not presently have a long-term incentive plan for its Named
Executive Officers.
STOCK OPTIONS
The Corporation has established a Stock Option Plan which provides for grants to
directors, officers, employees and consultants of the Corporation, or its
subsidiaries, of options to purchase Common Shares. Under the Stock Option Plan,
no more than 5% of the issued and outstanding Common Shares may from time to
time be reserved for issuance pursuant to the exercise of stock options granted
to any one individual. Under the Stock Option Plan, options may be exercised by
the payment in cash of the option exercise price to the Corporation. All options
are subject to the terms and conditions of an option agreement entered into by
the Corporation and each participant at the time an option is granted.
The Stock Option Plan is administered by the Board of Directors which has full
and final discretion to determine (i) the total number of optioned shares to be
made available under the Stock Option Plan, (ii) the directors, officers,
employees and consultants of the Corporation who are eligible to receive stock
options under the Stock Option Plan ("OPTIONEES"), (iii) the time when and the
price at which stock options will be granted, (iv) the time when and the price
at which stock options may be exercised, and (v) the conditions and restrictions
on the exercise of options. Pursuant to the terms of the Stock Option Plan, the
exercise price must not be less than the closing price of the Common Shares on
the Toronto Stock Exchange on the day preceding the date of grant. Options
become exercisable only after they vest in accordance with the respective stock
option agreement and must expire no later than ten years from the date of grant.
- 8 -
If an Optionee ceases to be an officer or employee of the Corporation, or its
subsidiaries, as a result of termination for cause, all unexercised options will
immediately terminate. If an Optionee ceases to be a director, officer or
employee of the Corporation, or its subsidiaries, or ceases to be a consultant
to the Corporation, for any reason other than termination for cause, the
Optionee shall have the right to exercise his or her options at any time up to
but not after the earlier of 30 days from the date of ceasing to be a director,
officer, employee or consultant, or the expiry date. In the event of death of an
Optionee, the legal representatives of such Optionee have the right to exercise
the options at any time up to but not after the earlier of 90 days from the date
of death, or the expiry date.
Options granted under the Stock Option Plan are non-transferable and
non-assignable other than on the death of a Participant. An Optionee has no
rights whatsoever as a shareholder in respect of unexercised options.
STOCK OPTION GRANTS
A summary of stock options granted to the Named Executive Officers under the
Stock Option Plan during the financial year ended December 31, 2002 is set out
in the table below. All stock options are for Common Shares of the Corporation.
No stock appreciation rights ("SARS") are outstanding, and it is currently
intended that none be issued. All currency figures under the heading "Stock
Option Grants" are in Canadian dollars.
OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
% OF TOTAL POTENTIAL REALIZABLE
OPTIONS MARKET VALUE AT ASSUMED
NUMBER GRANTED TO VALUE OF ANNUAL RATES OF
OF EMPLOYEES SECURITIES STOCK PRICE
SECURITIES IN UNDERLYING OPTIONS APPRECIATION FOR
UNDER FINANCIAL EXERCISE OR ON THE DATE OF EXPIRY OPTION TERM
OPTION(1) YEAR BASE PRICE GRANT DATE 5% / 10%
NAME (#) (%) (CDN.$/SECURITY) (CDN.$/SECURITY)(2) (M/D/Y) (CDN.$)
------------------------- ---------- ---------- ---------------- ------------------- -------- --------------------
RONALD J. MCGREGOR 212,500 33% 4.37 4.37 07/08/07 257,000/567,000
JOHN F. ENGELE 61,250 10% 4.37 4.37 07/08/07 74,000/163,000
-------------------------
(1) The following option grants included in "Number of Securities Under
Option", are subject to shareholder approval: Ronald J. McGregor - 180,000;
and John F. Engele - 52,500.
(2) The market value of the Common Shares on the date of grant of the options
is the closing price per share at which the Common Shares were traded on
the Toronto Stock Exchange on the day preceding the date of grant.
The reported high and low trading prices of the Corporation's Common Shares on
the Toronto Stock Exchange and the American Stock Exchange for the 30 days prior
to the date of the grants of the options referred to above are set out in the
table below.
TORONTO STOCK EXCHANGE AMERICAN STOCK EXCHANGE
----------------------------- ----------------------------
HIGH LOW HIGH LOW
---------- --------- --------- ---------
June 9 to July 8, 2002 Cdn.$10.80 Cdn.$3.40 U.S.$7.00 U.S.$2.25
- 9 -
AGGREGATED OPTION EXERCISES AND VALUE OF UNEXERCISED OPTIONS
A summary of the exercise of options by the Named Executive Officers during the
financial year ended December 31, 2002 and the value at December 31, 2002 of
unexercised in-the-money options held by the Named Executive Officers issued is
set out in the table below. No SARs are outstanding. All currency figures under
the heading "Aggregated Option Exercises and Value of Unexercised Options" are
in Canadian dollars.
AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
AND FINANCIAL YEAR-END OPTION VALUES
VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SECURITIES AGGREGATE FINANCIAL YEAR-END AT FINANCIAL YEAR-END
ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
ON EXERCISE (CDN.$) UNEXERCISABLE UNEXERCISABLE(1)(2)
NAME (#) (#) (CDN.$)
------------------------------ ----------- -------------- ----------------------- ---------------------
RONALD J. MCGREGOR nil nil 65,000/180,000 168,675/361,800
JOHN F. ENGELE 8,750 42,900 8,750/52,500 17,587/105,525
-----------------------------
(1) Based on the closing trading price of the Common Shares on the Toronto
Stock Exchange on the last trading day of the financial year, being
Cdn.$6.38.
(2) The following option grants included in "Value of Unexercised in-the-Money
Options at Financial Year-End Exercisable/Unexercisable", are subject to
shareholder approval: Ronald J. McGregor - 180,000; and John F. Engele -
52,500.
PENSION AND RETIREMENT SAVINGS PLANS
The Corporation sponsors a qualified tax-deferred savings plan in accordance
with the provisions of section 401(k) of the U.S. Internal Revenue Code, which
is available to permanent U.S.-based employees. Under the terms of this plan,
the Corporation makes contributions of up to 4% of eligible employees' salaries.
TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND EMPLOYMENT CONTRACTS
The Named Executive Officers of the Corporation, Ronald J. McGregor, the
President and Chief Executive Officer, and John F. Engele, Vice President,
Finance and Chief Financial Officer, have been engaged under employment
contracts. Each of these contracts provides for base salary, annual
discretionary incentive bonus, four weeks vacation time and various minor
perquisites.
The contract between the Corporation and Mr. McGregor is for an unlimited term,
provides for an annual bonus at the sole discretion of the Board of Directors
and provides for the severance benefit described below. Under the terms of this
contract, the employment of Mr. McGregor may be terminated by the Corporation
without cause, provided that it continues to pay his base salary for a period of
12 months (or makes a lump sum payment equal to 12 months of his base salary),
and by Mr. McGregor upon 30 days notice to the Corporation. In addition, in the
event that Mr. McGregor suffers an injury or illness that renders him
permanently incapable of substantially performing his duties under this
contract, the
- 10 -
Corporation may terminate Mr. McGregor's employment, provided that
it continues to pay his base salary and other employee benefits for a period of
12 months following notice of such termination.
The contract between the Corporation and Mr. Engele is for an unlimited term,
provides for a performance bonus in accordance with the Corporation's incentive
policy, may be terminated by the Corporation or the employee upon 30 days
written notice, and provides for the severance benefits described below. Under
the terms of this contract, the employment of Mr. Engele may be terminated by
the Corporation without cause, provided that it continues to pay his base salary
for a period of 6 months (or makes a lump sum payment equal to 6 months of his
base salary), and by Mr. Engele upon 30 days notice to the Corporation. In
addition, in the event that Mr. Engele suffers an injury or illness that renders
him permanently incapable of substantially performing his duties under this
contract, the Corporation may terminate Mr. Engele's employment, provided that
it continues to pay his base salary and other employee benefits for a period of
6 months following notice of such termination.
As at January 24, 2003, the Corporation has arrangements with Mr. McGregor and
Mr. Engele under which each is entitled to receive severance benefits based upon
his monthly salary in the event of termination of his employment other than for
cause. The aggregate compensation payable to Mr. McGregor and Mr. Engele under
this arrangement is U.S.$220,350 and the amount payable to each Mr. McGregor and
Mr. Engele is as follows:
COMPENSATION
NAME PAYABLE
------------------ ------------
Ronald J. McGregor U.S.$166,900
John F. Engele U.S.$53,450
Other than as described above, the Corporation has no plan or arrangement in
respect of compensation received or that may be received by Named Executive
Officers to compensate such officers in the event of the termination of
employment, resignation, retirement, change of control of the Corporation or in
the event of a change in responsibilities following a change of control.
REPORT OF THE COMPENSATION COMMITTEE
COMPOSITION OF THE COMPENSATION COMMITTEE
The Corporation has a Compensation Committee comprised of the following
directors: John M. Clark (Chairman), C. Thomas Ogryzlo, Robert A. Quartermain
(as of April 26, 2002) and A. Murray Sinclair (from February 21, 2002 until
October 24, 2002). None of the members of the Compensation Committee is or has
been an executive officer or employee of the Corporation or any of its
subsidiaries or affiliates. No executive officer of the Corporation is or has
been a director or a member of the Compensation Committee of another entity
having an executive officer who is or has been a director or a member of the
Compensation Committee of the Corporation.
REPORT ON EXECUTIVE COMPENSATION
It is the responsibility of the Compensation Committee to review and recommend
compensation policies and programs to the Corporation as well as salary and
benefit levels for its executives. The committee makes recommendations to the
Board of Directors which gives final approval on compensation matters.
The Corporation's compensation policies and programs are designed to be
competitive with similar mining companies and to recognize and reward executive
performance consistent with the success of the
- 11 -
Corporation's business. These policies and programs are intended to attract and
retain capable and experienced people.
In addition to industry comparables, the Compensation Committee considers a
variety of factors when determining both compensation policies and programs and
individual compensation levels. These factors include the long-range interests
of the Corporation and its shareholders, overall financial and operating
performance of the Corporation and the committee's assessment of each
executive's individual performance and contribution toward meeting corporate
objectives. Superior performance is recognized through the Corporation's
incentive policy.
The total compensation plan for executive officers is comprised of three
components: base salary, an incentive payment and stock options. As a general
rule for establishing base salaries, the Compensation Committee reviews
competitive market data for each of the executive positions and determines
placement at an appropriate level in a range. Compensation levels are typically
negotiated with the candidate for the position prior to his or her final
selection as an executive officer. The compensation range for executives
normally moves annually to reflect external factors such as inflation.
The Corporation's incentive policy generally allows executive officers and
management personnel to earn an incentive payment to a maximum of 15% of his or
her base salary, two-thirds of which is based upon individual performance and
one-third of which is based upon the performance of the Corporation. All
executive officers and management personnel participate in this policy, except
the President and Chief Executive Officer. By contract, he is entitled to earn a
bonus the amount of which is at the sole discretion of the Board of Directors.
Following the end of each fiscal year, the Compensation Committee makes a
recommendation to the Board of Directors as to the appropriate incentive payment
for the executive officers and management personnel. No specific performance
criteria or objectives are utilized by the Compensation Committee or the Board
of Directors in making their determinations. In 2002, no incentive payments were
paid to any executive officers or employees of the Corporation.
The third element in the total compensation plan is the Stock Option Plan. This
plan is intended to emphasize management's commitment to growth of the
Corporation and enhancement of shareholders' wealth through, for example,
improvements in net earnings, resource base, and share price increments.
The compensation of Ronald J. McGregor, the President and Chief Executive
Officer of the Corporation, is determined in the same manner as for other
executive officers (as described above). Under the employment contract between
the Corporation and Mr. McGregor, Mr. McGregor is entitled to receive a base
salary, an annual discretionary incentive bonus, four weeks vacation time and
various minor perquisites. In addition, Mr. McGregor is entitled to receive
incentive stock options under the Stock Option Plan. During 2002, Mr. McGregor
did not receive an incentive bonus. Further details regarding the compensation
received by Mr. McGregor during 2002 are outlined above under "Executive
Compensation - Summary Compensation Table".
SUBMITTED ON BEHALF OF THE COMPENSATION COMMITTEE
John M. Clark (Chairman)
C. Thomas Ogryzlo
Robert A. Quartermain
- 12 -
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the Corporation's
cumulative total shareholder return on its Common Shares with the cumulative
total return of the S&P/TSX Composite Index and the S&P/TSX Canadian Gold Index,
assuming the reinvestment of dividends, for the last five financial years:
[PERFORMANCE GRAPHIC OMITTED]
VISTA GOLD CORP.
PERFORMANCE GRAPH
DECEMBER 31, 2001
1997 1998 1999 2000 2001 2002
-----------------------------------------------------------------------------------------------
VGZ Toronto 100.00 65.00 40.00 25.00 35.00 95.00
S&P/TSX Gold 100.00 90.00 75.00 68.00 80.00 115.00
S&P/TSX Composite 100.00 93.00 130.00 140.00 120.00 100.00
COMPENSATION OF DIRECTORS AND OFFICERS
On December 30, 1997, the Board of Directors resolved to waive annual fees for
directors of the Corporation effective January 1, 1998 until such time as the
directors determine otherwise. During the financial year ended December 31,
2002, directors of the Corporation received a fee of Cdn.$1,000 per meeting of
the Board of Directors. The Corporation also reimbursed directors for
out-of-pocket expenses related to their attendance at meetings. No additional
amounts were paid or are payable to directors of the Corporation for committee
participation or special assignments.
The total aggregate cash remuneration paid or payable by the Corporation and its
subsidiaries during the financial year ended December 31, 2002 (i) to the
directors of the Corporation in their capacity as directors of the Corporation
and any of its subsidiaries was U.S.$30,700, and (ii) to the officers of the
Corporation and any of its subsidiaries who received in their capacity as
officers or employees of the Corporation aggregate remuneration in excess of
Cdn.$40,000 was U.S.$283,984. This sum includes compensation paid to executive
officers pursuant to the cash incentive plan and retirement savings plan.
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
None of the directors, nor any individual who was at any time during the most
recently completed financial year a director, or any associates or affiliates of
the foregoing persons is indebted to the Corporation.
DIRECTOR AND OFFICER LIABILITY INSURANCE
The Corporation has purchased and maintains insurance in the amount of Cdn.$5
million for the benefit of the directors and officers of the Corporation against
liabilities incurred by such persons as directors and officers of the
Corporation and its subsidiaries, except where the liability relates to such
persons failure to act honestly and in good faith with a view to the best
interests of the Corporation. The annual premium paid by the Corporation for
this insurance in respect of the directors and officers as a group is
Cdn.$65,000. No premium for this insurance is paid by the individual directors
and officers. The
- 13 -
insurance contract underlying this insurance does not expose the Corporation to
any liability in addition to the payment of the required premiums.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Except as described below, no director or senior officer of the Corporation who
has served in such capacity since the beginning of the last financial year, and
to the best of the knowledge of the Corporation, no person that has direct or
indirect beneficial ownership of more than 10% of the issued Common Shares of
the Corporation and no associate or affiliate of any such person, had any
material interest, directly or indirectly, in any transaction within the past
three years, or in any proposed transaction, which has affected or would
materially affect the Corporation or any of its subsidiaries.
In connection with the Special Warrant Offering (as defined above), the
Corporation retained Global Resource Investments Ltd. (defined above as
"GLOBAL") and agreed to pay Global a cash commission equal to 10% of the
proceeds of the Special Warrant Offering (a maximum payment of U.S.$340,200 if
all Special Warrants are issued) as consideration for Global's services as
finder. In addition, the Corporation has agreed to pay reasonable legal costs
incurred by Global in connection with the Special Warrant Offering up to a
maximum of U.S.$15,000. See "Particulars of Matters to be Acted Upon - Approval
of Special Warrant Offering".
In February and March 2002, the Corporation completed a private placement
transaction for gross proceeds of approximately U.S.$3.8 million. Global acted
as the Corporation's agent with respect to this transaction, and was issued a
total of 296,296 Common Shares and warrants to acquire an additional 296,296
Common Shares (such numbers after giving effect to the consolidation of the
Corporation's Common Shares made effective on June 19, 2002) as consideration
for its services as agent. Shareholders approved this transaction, including the
issuance of these Common Shares and warrants to Global, at the Corporation's
annual general meeting held in May 2002.
The Corporation understands that all of the outstanding shares of Global are
beneficially owned by Mr. A. Richards Rule, and that Mr. Rule beneficially owns
approximately 19.5% of the Common Shares of the Corporation and also
beneficially owns more than 10% of the issued and outstanding shares of Quest
Investment Corporation (defined above as "QUEST"). As at January 24, 2003, Quest
beneficially owned approximately 10.7% of the Common Shares of the Corporation.
See "Ownership of the Corporation's Common Shares".
MANAGEMENT CONTRACTS
There are no management functions of the Corporation which are to any
substantial degree performed by persons other than the directors or senior
officers of the Corporation.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Other than as disclosed herein, no person who has been a director or officer of
the Corporation at any time since the beginning of the last financial year or
any proposed nominee for election as director, nor any associate or affiliate of
such person, has an interest in the matters to be acted upon at the Meeting.
SHAREHOLDER PROPOSALS
Under the United States SECURITIES EXCHANGE ACT OF 1934, the deadline for
submitting shareholder proposals for inclusion in the management information and
proxy circular for a special meeting of shareholders of the Corporation is
calculated in accordance with Rule 14a-8(e)(3) of Regulation 14A to that Act.
Accordingly, if a proposal is submitted for this Meeting, the proposal must have
been received
- 14 -
at the Corporation's principal executive offices at a reasonable time before the
Corporation began to print and mail the proxy materials for this Meeting.
OTHER MATTERS
Management of the Corporation knows of no other matters, which will be brought
before the Meeting other than those set forth in the Notice of Meeting. Should
any other matters properly come before the Meeting, the Common Shares
represented by the proxies solicited hereby will be voted on those matters in
accordance with the best judgement of the persons voting such proxies.
DISSENTERS' RIGHTS OF APPRAISAL
No action is proposed herein for which the laws of the Yukon Territory, the
Articles of Continuation or By-laws of the Corporation provide a right of a
shareholder to dissent and obtain appraisal of or payment for such shareholder's
Common Shares.
AVAILABILITY OF DOCUMENTS
THE CORPORATION WILL PROVIDE TO ANY PERSON OR CORPORATION, UPON REQUEST, ONE
COPY OF ANY OF THE FOLLOWING DOCUMENTS:
(A) THE CORPORATION'S LATEST FORM 10-KSB OR ANNUAL INFORMATION FORM, TOGETHER
WITH ANY DOCUMENT, OR THE PERTINENT PAGES OF ANY DOCUMENT, INCORPORATED
THEREIN BY REFERENCE;
(B) THE COMPARATIVE FINANCIAL STATEMENTS OF THE CORPORATION FOR THE
CORPORATION'S MOST RECENTLY COMPLETED FINANCIAL YEAR IN RESPECT OF WHICH
SUCH FINANCIAL STATEMENTS HAVE BEEN ISSUED, TOGETHER WITH THE REPORT OF THE
AUDITORS THEREON, AND ANY INTERIM FINANCIAL STATEMENTS OF THE CORPORATION
SUBSEQUENT TO THE FINANCIAL STATEMENTS FOR THE CORPORATION'S MOST RECENTLY
COMPLETED FINANCIAL YEAR; AND
(C) THE INFORMATION CIRCULAR OF THE CORPORATION IN RESPECT OF THE MOST RECENT
ANNUAL MEETING OF SHAREHOLDERS OF THE CORPORATION WHICH INVOLVED THE
ELECTION OF DIRECTORS.
COPIES OF THE ABOVE DOCUMENTS WILL BE PROVIDED, UPON REQUEST, BY THE SECRETARY
OF THE CORPORATION AT 1200 WATERFRONT CENTRE, 200 BURRARD STREET, VANCOUVER,
BRITISH COLUMBIA, CANADA, V7X 1T2, FREE OF CHARGE TO SHAREHOLDERS OF THE
CORPORATION. THE CORPORATION MAY REQUIRE THE PAYMENT OF A REASONABLE CHARGE FROM
ANY PERSON OR CORPORATION WHO IS NOT A SHAREHOLDER OF THE CORPORATION AND WHO
REQUESTS A COPY OF ANY SUCH DOCUMENT.
BOARD OF DIRECTOR APPROVAL
The undersigned hereby certifies that the contents and sending of this
Information Circular to the shareholders of the Corporation have been approved
by the Board of Directors.
DATED at Littleton, Colorado, this 24th day of January, 2003.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ "Ronald J. McGregor"
RONALD J. MCGREGOR
President and Chief Executive Officer
- 15 -
SCHEDULE "A"
SPECIAL WARRANT OFFERING RESOLUTION
"BE IT RESOLVED, as an ordinary resolution, that:
1. the issuance by the Corporation of up to 1,400,000 special warrants at a
price of U.S.$2.43 per special warrant which are exercisable, for no
additional consideration, to acquire a total of 1,400,000 common shares of
the Corporation and common share purchase warrants to acquire a total of
1,400,000 common shares of the Corporation, all as more particularly
described in the Management Information and Proxy Circular dated January
24, 2003, is hereby approved; and
2. any director or officer of the Corporation is authorized to do all acts and
things, to execute under the common seal of the Corporation or otherwise
and to deliver all agreements, documents and instructions, to give all
notices and to deliver, file and distribute all documents and information
which such officer determines to be necessary or desirable in connection
with or to give effect to and carry out the foregoing resolution."
A-1
PROXY
SOLICITED BY MANAGEMENT OF VISTA GOLD CORP.
FOR THE FEBRUARY 27, 2003 SPECIAL GENERAL MEETING OF VISTA GOLD CORP.
The undersigned shareholder of Vista Gold Corp. (the "Corporation") hereby
appoints Ronald J. McGregor, or failing him John F. Engele, or failing either of
them _______________________________________________________ as the proxyholder
for and on behalf of the undersigned to attend, act and vote for and on behalf
of the undersigned at the special general meeting (the "Meeting") of the
shareholders of the Corporation to be held at 10:00 a.m., Vancouver time, in
Vancouver, British Columbia on Thursday, February 27, 2003 and at any
adjournments thereof, to the same extent and with the same powers as if the
undersigned were present at the Meeting, or any adjournments thereof, and,
without limiting the foregoing, the persons named are specifically directed to
vote as indicated below. For further information regarding the Meeting and the
matters that will be acted on at the Meeting, reference is specifically made to
the accompanying Notice of Meeting, and Management Information and Proxy
Circular, both dated January 24, 2003 (together, the "Circular"). The
undersigned directs the proxyholder appointed by this proxy to vote as follows:
1. To approve an ordinary resolution authorizing the issuance by the
Corporation of special warrants which, subject to certain conditions
including the approval of shareholders, are exercisable to acquire common
shares of the Corporation and common share purchase warrants to acquire
common shares of the Corporation, the full text of which resolution is set
out in Schedule "A" to the Circular.
FOR / / AGAINST / /
EXECUTED on the _____ day of __________________, 2003.
_______________________________________________ ____________________________
Signature of Shareholder (or Authorized Number of Common Shares Held
Attorney or Signatory on behalf of Shareholder)
_______________________________________________________________________________
Name of Shareholder (please print clearly)
_______________________________________________________________________________
Address
_______________________________________________________________________________
City & Province/State
INSTRUCTIONS:
1. The common shares represented by this proxy will, on any ballot, be voted as
you may have specified by marking an "X" in the spaces provided for that
purpose. IF NO CHOICE IS SPECIFIED AND EITHER OF RONALD J. MCGREGOR OR JOHN F.
ENGELE IS APPOINTED AS PROXYHOLDER, THE COMMON SHARES WILL BE VOTED AS IF YOU
HAD SPECIFIED AN AFFIRMATIVE VOTE.
2. YOU MAY APPOINT AS PROXYHOLDER SOMEONE OTHER THAN THE PERSONS NAMED IN THIS
PROXY BY STRIKING OUT THEIR NAMES AND INSERTING IN THE BLANK SPACE PROVIDED THE
NAME OF THE PERSON YOU WISH TO ATTEND AND ACT AS PROXYHOLDER, AND THAT PERSON
NEED NOT BE A SHAREHOLDER OF THE CORPORATION. IF THE INSTRUCTIONS ON THIS PROXY
ARE CERTAIN, THE COMMON SHARES REPRESENTED BY THE PROXY WILL BE VOTED ON ANY
POLL IN ACCORDANCE WITH SUCH INSTRUCTIONS, AND WHERE YOU SPECIFY A CHOICE WITH
RESPECT TO ANY MATTER TO BE ACTED ON, THE COMMON SHARES WILL BE VOTED ON ANY
POLL IN ACCORDANCE WITH THE SPECIFICATIONS SO MADE.
3. THIS PROXY ALSO CONFERS A DISCRETIONARY AUTHORITY TO VOTE THE SHARES WITH
RESPECT TO: (A) AMENDMENTS TO OR VARIATIONS OF MATTERS IDENTIFIED IN THE NOTICE
OF MEETING; AND (B) OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING,
BUT ONLY IF MANAGMENT HAS NOT BEEN MADE AWARE, A REASONABLE TIME PRIOR TO THIS
SOLICITATION, THAT THE AMENDMENTS, VARIATIONS OR OTHER MATTERS ARE TO BE
PRESENTED FOR ACTION AT THE MEETING. NO MATTERS OTHER THAN THOSE STATED IN THE
ATTACHED NOTICE OF MEETING ARE, AT PRESENT, KNOWN TO BE CONSIDERED AT THE
MEETING BUT, IF SUCH MATTERS SHOULD ARISE, PROXIES WILL BE VOTED IN ACCORDANCE
WITH THE INSTRUCTIONS OF THE SHAREHOLDER VOTING BY PROXY, OR, FAILING SUCH
INSTRUCTIONS, IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PROXYHOLDER.
4. In order to be valid this proxy must be dated and signed by the shareholder
or by his or her attorney duly authorized in writing or, in the case of a
corporation, executed under its corporate seal or by an officer or officers or
attorney for the corporation duly authorized. If this proxy is executed by an
attorney for an individual shareholder or joint shareholder or by an officer or
officers or attorney of a corporate shareholder not under its corporate seal,
the instrument so empowering the officer or officers or the attorney, as the
case may be, or a notarial copy thereof, should accompany the proxy. The
signature and name must conform to the name of the shareholder as registered.
Executors, administrators and trustees signing on behalf of the registered
shareholder should so indicate. If shares are jointly held, either of the
registered owners may sign the proxy. If this proxy is not dated in the blank
space provided, it will be deemed to bear the date on which it was mailed by
management of the Corporation.
5. This proxy may not be used at the Meeting unless it is deposited at the
office of Computershare Trust Company of Canada at 510 Burrard Street,
Vancouver, British Columbia V6C 3B9, Attention: Proxy Department before 10:00
a.m., Vancouver time, on Tuesday, February 25, 2003, or no later than 48 hours,
(excluding Saturdays, Sundays and holidays) before any adjournment of the
Meeting. The Chairman of the Meeting has the discretion to accept proxies
received subsequently.