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 20 4
(CUSIP Number)
A. Murray Sinclair, President
Quest Ventures Ltd.
300 - 570 Granville Street
Vancouver, British Columbia, Canada V6C 3P1
Tel.: 604-689-1428
(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
CUSIP No. 927926 20 4 Page 2 of 9
SCHEDULE 13D
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1 NAME OF REPORTING PERSON Quest Ventures Ltd.
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|
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia, Canada
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7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 584,794
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
584,794
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
584,794
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 927926 20 4 Page 3 of 9
SCHEDULE 13D
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1 NAME OF REPORTING PERSON A. Murray Sinclair
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
Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 607,294
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
607,294
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
607,294
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP No. 927926 20 4 Page 4 of 9
SCHEDULE 13D
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1 NAME OF REPORTING PERSON Brian E. Bayley
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
Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 584,794
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
584,794
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
584,794
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
CUSIP No. 927926 20 4 Page 5 of 9
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) Quest Ventures Ltd. ("Quest Ventures"), as the
direct beneficial owner of Common Shares and share purchase warrants (as
described in Item 5(c) hereof)*, (ii) by virtue of his ownership of 50% of the
outstanding equity of Quest Ventures and his position of President and a
director of Quest Ventures, A. Murray Sinclair and (iii) by virtue of his
ownership of 50% of the outstanding equity of Quest Ventures and his position as
a director of Quest Ventures, Brian E. Bayley (Quest Ventures, Mr. Sinclair and
Mr. Bayley, collectively, the "Reporting Persons"). By signing this Statement,
each Reporting Person agrees that this Statement is filed on its or his behalf.
Mr. Sinclair and Mr. Bayley, both Reporting Persons, are the only executive
officers or Directors of the other Reporting Person, Quest Ventures. Each of Mr.
Sinclair and Mr. Bayley is a director of Quest Ventures. Mr. Sinclair is also
the President of Quest Ventures.
* NOTE: Each share purchase warrant is currently exercisable and entitles the
holder to purchase one Common Share at a price of $1.50 per share. The Common
Shares and share purchase warrants were issued as of September 19, 2002, upon
automatic conversion of Debentures, all as described in Item 5(c) of this
Statement. For purposes of this Statement, the term "Shares" includes Common
Shares owned as well as those issuable on exercise of the share purchase
warrants.
(b) Residence or business addresses:
The address of the principal executive offices of Quest Ventures, and the
principal business address of both Mr. Sinclair and Mr. Bayley, is 300-570
Granville Street, Vancouver, British Columbia, Canada V6C 3P1.
(c) Principal businesses or occupations:
Quest Ventures is a merchant bank. Mr. Sinclair is a partner both of Quest
Management Corp. (a private management company having the same business address
as Quest Ventures) and of Quest Ventures. Mr. Bayley is a partner both of Quest
Management Corp. and of Quest Ventures. Mr. Sinclair is a director and President
of Quest Investment Corporation (a merchant banking company listed on The
Toronto Stock Exchange). Mr. Bayley is a director and Chief Executive Officer of
Quest Investment Corporation.
(d) The Reporting Persons have not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
(e) The Reporting Persons were not a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction during the last five years.
CUSIP No. 927926 20 4 Page 6 of 9
SCHEDULE 13D
(f) Jurisdictions of Organization/Citizenship:
Quest Ventures is incorporated under the laws of British Columbia, Canada. Mr.
Sinclair and Mr. Bayley are citizens of Canada.
Item 3. Source and Amount of Funds or Other Consideration
The total amount of funds required by Quest Ventures to acquire the Debentures
reported in Item 5(c) was $300,000. These funds were provided by Quest Ventures'
cash on hand and no funds were borrowed for such purpose.
The total amount of funds required by Mr. Sinclair to exercise the option to
acquire 22,500 shares at Cdn.$4.37 (approximately U.S. $2.87) per share will be
from personal funds of Mr. Sinclair.
Item 4. Purpose of Transaction
Quest Ventures acquired its securities of the Issuer solely for investment
purposes. Mr. Sinclair will acquire his securities on the exercise of his option
solely for investment purposes. None of the Reporting Persons 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.
Item 5. Interest in Securities of the Issuer
NOTE: Beneficial ownership calculations below are based on 7,810,466 Common
Shares of the Issuer outstanding as of September 19, 2002. Common Share and
price numbers reflect a consolidation of Issuer's Common Shares on a 1-for-20
basis, effective June 19, 2002.
(a) Currently, Quest Ventures is the direct beneficial owner of 584,794 Shares
(representing 7.2% of the Issuer's outstanding Common Shares), including 292,397
Common Shares and 292,397 share purchase warrants. Each share purchase warrant
is currently exercisable and entitles the holder to purchase one Common Share at
a price of $1.50 per share. The Common Shares and share purchase warrants were
issued as of September 19, 2002, upon automatic conversion of Debentures, all as
described in Item 5(c) of this Statement. By virtue of the relationships
described under Item 2 of this Statement, each of Mr. Sinclair and Mr. Bayley
may be deemed to share indirect ownership of the Shares directly beneficially
owned by Quest Ventures.
Mr. Sinclair is the direct beneficial owner of 22,500 Common Shares under an
option to purchase an aggregate of 45,000 Common Shares, at an exercise price of
Cdn.$4.37 (approximately U.S.$2.87) per share. The option is currently
exercisable as to 50% of the shares under option and will become exercisable as
to the remaining 50% in July 2003.
(b) Quest Ventures has the direct power to vote and direct the disposition of
the Shares held by it. By virtue of the relationships described in Item 2, each
of Mr. Sinclair and Mr. Bayley may be deemed to share the indirect power to vote
and direct the disposition of the Shares held by Quest Ventures.
Mr. Sinclair has the direct power to vote and direct the disposition of the
Shares held by him.
CUSIP No. 927926 20 4 Page 7 of 9
(c) On March 19, 2002, as part of a private transaction, the Issuer issued
$300,000 aggregate principal amount of convertible debentures (the "Debentures")
to Quest Ventures. The Debentures were convertible into units (the "Debenture
Units") at a price of $1.026 per Debenture Unit, each consisting of one Common
Share and one 5-year purchase warrant exercisable to purchase one Common Share
at an exercise price of $1.50 per share. As provided by the Debenture terms,
such conversion would be automatic upon effectiveness of a registration
statement covering resale of Issuer Common Shares issuable upon conversion of
the Debentures and exercise of warrants, including warrants issuable as part of
the Debenture Units.
On May 21, 2002, Mr. Sinclair exercised options to purchase 100,000 Common
Shares (5,000 on a post-consolidation basis) at an exercise price of Cdn.$0.14
(approximately U.S. $0.09) per share (Cdn.$2.80 and U.S.$1.80, respectively, on
a post-consolidation basis). On May 27, 2002, Mr. Sinclair sold 100,000 Common
Shares in open market transactions at prices of U.S.$0.50, $0.56 and $0.57 per
share as to 20,000, 10,000 and 70,000 shares, respectively (U.S.$10.00, $11.20
and $11.40 per share as to 1,000, 500 and 3,500 shares, respectively, on a
post-consolidation basis).
On September 19, 2002, the SEC declared effective the above-mentioned
registration statement covering resale by selling security holders of Issuer
Common Shares. As a consequence, the $300,000 principal amount of Debentures
held by Quest Ventures were automatically converted, pursuant to their terms,
into 292,397 Debenture Units at a price of $1.026 per Debenture Unit. Quest
Ventures accordingly received 292,397 Common Shares and 292,397 share purchase
warrants upon conversion of the Debentures. Quest Ventures holds 7.2% of the
Common Shares of the Issuer and Mr. Sinclair holds 7.5% of the Common Shares of
the Issuer.
On July 8, 2002, the Issuer granted Mr. Sinclair an option to purchase 45,000
Common Shares at an exercise price of Cdn.$4.37 (approximately U.S. $2.87) per
share. The option is currently exercisable as to 50% of the shares under option
and will become exercisable as to the remaining 50% in July 2003.
(d) Not applicable to any of the Reporting Persons
(e) Not applicable to any of the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Not applicable
Item 7. Material to be Filed as Exhibits
EXHIBIT 1 Agreement to File Jointly, by and among the Reporting Persons, dated
as of September 19, 2002.
DISCLAIMER OF BENEFICIAL OWNERSHIP
Not applicable
CUSIP No. 927926 20 4 Page 8 of 9
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: September 19, 2002 Quest Ventures Ltd.
By: /s/ A. Murray Sinclair
----------------------------------
A. Murray Sinclair, President
Date: September 19, 2002 /s/ A. Murray Sinclair
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A. Murray Sinclair, individually
Date: September 19, 2002 /s/ Brian E. Bayley
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Brian E. Bayley, individually