Ms. Pamela Solly reports
VISTA GOLD CORP. ANNOUNCES PRICING OF US$39.0 MILLION PUBLIC OFFERING OF COMMON SHARES
Vista Gold Corp. has priced its previously announced underwritten public offering of 15.6 million of its common shares at a price to the public of $2.50 (U.S.) per share.
All amounts in this news release are in U.S. dollars.
The total gross proceeds to Vista are expected to be $39.0-million (U.S.), before deducting underwriting discounts and commission and other offering expenses payable by Vista. The offering is expected to close on March 9, 2026, subject to the satisfaction of customary closing conditions, including the approval of the NYSE American and the Toronto Stock Exchange. In addition, Vista has granted the underwriters a 30-day option to purchase up to an additional 2.34 million common shares, to cover overallotments, if any.
The company intends to allocate the net proceeds from the offering to advance exploration and development activities at the company's Mt. Todd gold project, a development-stage gold deposit in Australia's Northern Territory, and for general corporate purposes.
CIBC Capital Markets is acting as the sole bookrunner for the offering, and BMO Capital Markets, Raymond James, H.C. Wainwright & Co. and Tamesis Partners are co-managers for the offering.
This offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-282706) (including a base prospectus) previously filed with the U.S. Securities and Exchange Commission (SEC) on Oct. 17, 2024, and declared effective on Nov. 8, 2024. The common shares may be offered only by means of a prospectus supplement and the accompanying base prospectus that form a part of the registration statement. A final prospectus supplement and the accompanying base prospectus relating to and describing the terms of the proposed offering of common shares will be filed with the SEC. Before investing, prospective investors should read the final prospectus supplement, the accompanying base prospectus and the documents incorporated by reference therein for more complete information about the company and the offering. Copies of the final prospectus supplement, when available, and the accompanying base prospectus relating to the offering may be accessed for free on the SEC's website or obtained by contacting CIBC Capital Markets, 161 Bay St. (fifth floor), Toronto, Ont., M5J 2S8, by telephone at 1-416-956-6378 or by e-mail at mailbox.usprospectus@cibc.com; BMO Nesbitt Burns Inc., attention: Brampton distribution centre, care of The Data Group of Companies, 9195 Torbram Rd., Brampton, Ont., L6S 6H2, by telephone at 905-791-3151, extension 4312, or by e-mail at torbramwarehouse@datagroup.ca, H.C. Wainwright & Co. LLC, attention: prospectus department, 430 Park Ave., New York, N.Y., 10022, by e-mail at HCWprospectus@hcwco.com, Raymond James Ltd., Suite 2100, 925 West Georgia St., Vancouver, B.C., V6C 3L2, attention: Belinda Betonio, and Tamesis Partners LLP, 16 Berkeley St., London, W1J 8DZ.
In addition, the offering is being made in each of the provinces of Canada, except for Quebec, in reliance on the listed issuer financing exemption from the prospectus requirements available under Part 5A of National Instrument 45-106, Prospectus Exemptions, as modified by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. There is an amended and restated offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.
The company intends to rely upon the exemption set forth in Section 602.1 of the TSX Company Manual in connection with the offering, which provides that the Toronto Stock Exchange will not apply its standards to certain transactions involving eligible interlisted issuers on a recognized exchange.
About Vista Gold Corp.
Vista holds the Mt. Todd gold project, a leading development-stage gold deposit located in the Tier 1 mining jurisdiction of Northern Territory, Australia.
Mt. Todd offers strong project economics, significant initial production, and compelling expansion and exploration upside. The Mt. Todd gold project benefits from advanced local infrastructure, multiple development scenarios and broad community support, underpinning its potential to become a long-lived, globally significant gold operation.
We seek Safe Harbor.
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