Vista Gold Corp. Announces Proposed US$32 Million Brokered Private Placement



    DENVER, Feb. 12 /CNW/ -- Vista Gold Corp. ("Vista" or the "Corporation")
(Amex:   VGZ; TSX: VGZ) announces that the Corporation intends to offer up to
US$32 million in aggregate principal amount of senior secured convertible
notes (the "Notes") pursuant to a brokered private placement, subject to
certain conditions, including approval of the American Stock Exchange ("AMEX")
and the Toronto Stock Exchange.  The Notes will be convertible into common
shares of the Corporation at any time at the option of the holder at a
conversion price of US$6.00 per share, subject to adjustment in certain
circumstances, including if the Corporation's common shares are trading on the
AMEX at less than US$5.00 on the first anniversary of the date of issuance of
the Notes, or if the Corporation issues common shares, or securities
convertible into common shares, at a price of less than US$6.00 during the
term of the Notes, subject to a minimum conversion price of US$4.80.
    The Notes will bear interest from the date of issuance at a rate of 10%
per annum (calculated and payable semi-annually in arrears) and will mature 3
years from the date of issuance (or on the earlier occurrence of an event of
default).  The Corporation's obligations under the Notes will be guaranteed by
the Corporation's Mexican operating subsidiary, Minera Paredones Amarillos
S.A. de C.V., and the guarantee will be secured by the personal property and
real property associated with the Paredones Amarillos gold project.
    The Corporation can prepay the outstanding principal and accrued interest
at any time after 1 year from the date the Notes are issued, upon payment of
one year's additional interest.
    The Corporation will use the net proceeds of the offering of the Notes to
finance the previously announced purchase of gold processing equipment to be
used at the Paredones Amarillos gold project and to fund ongoing operations at
the Paredones Amarillos gold project.
    The Corporation has agreed to pay to the agent (the "Agent") in respect
of the offering of the Notes an agent's fee equal to 4% of the gross proceeds
of the offering and to issue the number of common share purchase warrants
equal to 4% of number of common shares issuable upon the conversion of the
Notes sold in the offering, assuming a conversion price of US$6.00.  If the
offering was fully sold, the Corporation would issue 213,333 warrants to the
Agent. Each such warrant will be exercisable for one common share for US$6.00
per share until three years following the date of issuance.
    The above-described securities have not been registered under the
Securities Act of 1933 or any state securities laws, and may not be offered or
sold in the United States absent registration or applicable exemption from
registration requirements.
    This press release contains forward-looking statements within the meaning
of the U.S. Securities Act of 1933 and U.S. Securities Exchange Act of 1934
and forward-looking information within the meaning of Canadian securities
laws.  All statements, other than statements of historical facts, included in
this press release that address activities, events or developments that Vista
expects or anticipates will or may occur in the future, including such things
as Vista's plans to conduct the private placement offering as described in
this press release; plans for financing the Paredones Amarillos Project
including the nature and timing of financing; plans for construction and
development activities at the Paredones Amarillos Project; Vista's future
business strategy, competitive strengths, goals, operations, plans, potential
project development, future share price and valuation; future gold prices;
Vista's potential status as a producer including plans, timing and targeted
initial production levels; and other such matters are forward-looking
statements and forward-looking information.  When used in this press release,
the words "estimate", "plan", "anticipate", "expect", "intend", "believe" and
similar expressions are intended to identify forward-looking statements and
forward-looking information.  These statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of Vista to be materially different from any
future results, performance or achievements expressed or implied by such
statements.  Such factors include, among others, risks relating to delays in
commencement and completion of construction at the Paredones Amarillos
Project; risks of shortages of equipment or supplies; risks that Vista's
acquisition, exploration and property advancement efforts will not be
successful; risks relating to fluctuations in the price of gold; the
inherently hazardous nature of mining-related activities; uncertainties
concerning reserve and resource estimates; potential effects on Vista's
operations of environmental regulations in the countries in which it operates;
risks due to legal proceedings; risks relating to political and economic
instability in certain countries in which it operates; and uncertainty of
being able to raise capital on favorable terms or at all; as well as those
factors discussed in Vista's latest Annual Report on Form 10-K and Quarterly
Report on Form 10-Q and other documents filed with the U.S. Securities and
Exchange Commission and Canadian securities commissions.  Although Vista has
attempted to identify important factors that could cause actual results to
differ materially from those described in forward-looking statements and
forward-looking information, there may be other factors that cause results not
to be as anticipated, estimated or intended.  There can be no assurance that
such statements will prove to be accurate as actual results and future events
could differ materially from those anticipated in such statements.  Except as
required by law, Vista assumes no obligation to publicly update any
forward-looking statements or forward-looking information, whether as a result
of new information, future events or otherwise.
    For further information, please contact Connie Martinez at (720)
981-1185, or visit the Vista Gold Corp. website at http://www.vistagold.com




For further information:

For further information: Connie Martinez of Vista Gold Corp., 
+1-720-981-1185 Web Site: http://www.vistagold.com


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890