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Published on 10/28/2010 in the Prospect News PIPE Daily.

Vista Gold seals $33.73 million private placement of special warrants

Company raising cash to repurchase 10% convertibles due March 4, 2011

By Devika Patel

Knoxville, Tenn., Oct. 28 - Vista Gold Corp. completed a private placement of special warrants on Oct. 22, according to an 8-K filed Thursday with the Securities and Exchange Commission. The offering priced for $30 million on Sept. 30 and was increased to $33.76 million on Oct. 13. The deal raised $33.73 million.

Wellington West Capital Markets Inc. was the co-agent with Sprott Private Wealth LP.

The company sold 14,666,739 special warrants at $2.30 each. The price per special warrant is a 10.51% discount to the Sept. 29 closing share price of $2.57.

The special warrants are automatically convertible into units of one common share and one warrant, with each five-year warrant exercisable at $3.50 in the first year, $4.00 in the second year, $4.50 in the third year and $5.00 thereafter. The strike prices are premiums of 36.19%, 55.64%, 75.1% and 94.55%, respectively, to the Sept. 29 closing share price.

Proceeds will be used to repurchase the company's $23 million of outstanding 10% senior secured convertible notes due March 4, 2011, advance the Mount Todd project and for general corporate purposes.

Based in Denver, Vista is a gold exploration company.

Issuer:Vista Gold Corp.
Issue:Special warrants convertible into units of one common share and one warrant
Amount:$33,733,500
Warrants:14,666,739
Price:$2.30
Warrants:One warrant per unit upon conversion
Warrant expiration:Five years
Warrant strike price:$3.50 in the first year, $4.00 in the second year, $4.50 in the third year and $5.00 thereafter
Agent:Sprott Private Wealth LP, Wellington West Capital Markets Inc.
Pricing date:Sept. 30
Upsized:Oct. 13
Settlement date:Oct. 22
Stock symbol:Amex: VGZ
Stock price:$2.57 at close Sept. 29
Market capitalization:$127.63 million

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