1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------- COMMISSION FILE NUMBER 1-9025 VISTA GOLD CORP. (Exact name of registrant as specified in its charter) Province of British Columbia (Not Applicable) (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) Suite 3000, 370 Seventeenth Street, Denver, Colorado, 80202 (Address of principal executive offices) (Zip Code) (303) 629-2450 (Registrant's telephone number, including area code) GRANGES INC. (Former name, former address, and former fiscal year, if changed since last report) ------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 88,700,405 ---------- Common Shares, without par value, outstanding at November 1, 1996 -------------------------
2 VISTA GOLD CORP. (FORMERLY GRANGES INC.) FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1996 INDEX <TABLE> <CAPTION> PAGE ---- <S> <C> <C> PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (i) Consolidated Balance Sheets as of September 30, 1996 and December 31, 1995 3 (ii) Consolidated Statements of Earnings (Loss) for the three months ended 4 September 30, 1996 and September 30, 1995 and the nine months ended September 30, 1996 and September 30, 1995 (iii) Consolidated Statement of Deficit for the nine months ended September 30, 4 1996 and September 30, 1995 (iv) Consolidated Statements of Changes in Cash Resources for the nine months 5 ended September 30, 1996 and September 30, 1995 (v) Notes to Consolidated Financial Statements 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 8 OPERATIONS PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 12 ITEM 2. CHANGES IN SECURITIES 12 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 12 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12 ITEM 5. OTHER INFORMATION 12 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12 </TABLE> SIGNATURES In this Report, unless otherwise indicated, all dollar amounts are expressed in United States dollars. -2-
3 VISTA GOLD CORP. (FORMERLY GRANGES INC.) CONSOLIDATED BALANCE SHEETS <TABLE> <CAPTION> September 30 December 31 (U.S. Dollars in Thousands) 1996 1995 - - --------------------------------------------------------------------------------------------------- (Unaudited) (Audited) <S> <C> <C> ASSETS Current Assets Cash and cash equivalents $14,122 $15,210 Marketable securities 312 179 Accounts receivable and other 3,443 1,432 Inventories 16,458 11,090 -------------------------- 34,335 27,911 Investment in Zamora Gold Corp. 3,214 4,254 Property, plant, and equipment, net 40,091 32,051 -------------------------- $77,640 $64,216 -------------------------- LIABILITIES Current Liabilities Accounts payable and accrued liabilities $10,032 $ 6,239 -------------------------- 10,032 6,239 Provisions for future reclamation and closure costs 3,880 3,409 -------------------------- 13,912 9,648 -------------------------- SHAREHOLDERS' EQUITY Common shares without par value 71,706 54,190 (Issued 1996- 55,881,461 shares; 1995 - 46,042,911 shares) Retained earnings (deficit) (7,074) 1,409 Currency translation adjustment (904) (1,031) -------------------------- 63,728 54,568 -------------------------- $77,640 $64,216 ========================== </TABLE> Commitments and contingencies (Note 3) The accompanying notes are an integral part of these consolidated financial statements. -3-
4 VISTA GOLD CORP. (FORMERLY GRANGES INC.) CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30 September 30 (U.S. Dollars in Thousands, Except Share Data) 1996 1995 1996 1995 - - --------------------------------------------------------------------------------------------------------------- (Unaudited) <S> <C> <C> <C> <C> REVENUE $ 9,654 $10,095 $26,062 $31,823 ------------------------- ------------------------- EXPENSES Operating costs 8,046 7,906 21,851 25,171 Depreciation, depletion, and provision for future reclamation and closure costs 1,345 1,069 3,618 2,906 Amortization of deferred stripping 2,508 193 4,629 223 ------------------------- ------------------------- 11,899 9,168 30,098 28,300 ------------------------- ------------------------- RESULTS OF MINING OPERATIONS (2,245) 927 (4,036) 3,523 ------------------------- ------------------------- Mineral exploration and property evaluation 793 1,027 2,679 2,642 Corporate administrative 719 588 1,838 1,621 Interest income - net (214) (355) (594) (1,295) Other expense (income) 282 327 478 629 Gain on sale of mineral properties and investments (542) (4,888) (840) (5,698) Equity in loss of Zamora Gold Corp. 349 0 1,040 0 ------------------------- ------------------------- 1,387 (3,301) 4,601 (2,101) ------------------------- ------------------------- EARNINGS (LOSS) BEFORE INCOME TAXES (3,632) 4,227 (8,637) 5,624 CURRENT INCOME TAXES (RECOVERY) (47) (6) (155) 180 ------------------------- ------------------------- NET EARNINGS (LOSS) ($3,585) $4,233 ($8,482) $5,444 ========================= ========================= EARNINGS (LOSS) PER SHARE ($0.07) $0.09 ($0.17) $0.13 ========================= ========================= WEIGHTED AVERAGE SHARES OUTSTANDING 54,932,568 45,963,310 49,096,135 40,739,989 ========================= ========================= </TABLE> CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (DEFICIT) <TABLE> <CAPTION> Nine Months Ended September 30 (U.S. Dollars in Thousands) 1996 1995 - - --------------------------------------------------------------------------------------------------------------- (Unaudited) <S> <C> <C> RETAINED EARNINGS (DEFICIT), BEGINNING OF PERIOD (Note 4) $ 1,409 ($55,275) AMALGAMATION COSTS --- (1,223) CAPITAL REDUCTION --- 55,935 ------------------------ 1,409 (563) NET EARNINGS (LOSS) (8,482) 5,444 ------------------------ DEFICIT, END OF PERIOD ($7,073) $4,881 ======================== </TABLE> The accompanying notes are an integral part of these consolidated financial statements. - 4 -
5 VISTA GOLD CORP. (FORMERLY GRANGES INC.) CONSOLIDATED STATEMENTS OF CHANGES IN CASH RESOURCES <TABLE> <CAPTION> Nine Months Ended September 30 (U.S. Dollars in Thousands) 1996 1995 - - --------------------------------------------------------------------------------------------------------------- (Unaudited) <S> <C> <C> OPERATING ACTIVITIES Net earnings (loss) ($8,482) $ 5,444 Items not involving cash: Depreciation, depletion, and amortization 7,776 2,752 Provision for future reclamation and closure costs 471 410 Gain on sale of mineral properties and investments (840) (5,698) Equity in loss of Zamora Gold Corp. 1,040 -- ------------------------ (35) 2,908 Currency translation adjustment (49) (356) Change in working capital, excluding cash and cash equivalents (3,719) (13,675) ------------------------ (3,803) (11,123) ------------------------ INVESTING ACTIVITIES Property, plant, and equipment (15,304) (3,230) Deferred stripping (512) (3,663) Proceeds from sale of investments 1,015 5,774 Option payments received 0 29 ------------------------ (14,801) (1,090) ------------------------ FINANCING ACTIVITIES Long-term debt repayments 0 (199) Amalgamation costs 0 (1,223) Issue of share-purchase options 208 183 Issue of shares-special warrants exercised 17,308 0 ------------------------ 17,516 (1,239) ------------------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,088) (13,453) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 15,210 33,045 ------------------------ CASH AND CASH EQUIVALENTS, END OF PERIOD $14,122 $19,592 ======================== </TABLE> The accompanying notes are an integral part of these consolidated financial statements. -5-
6 VISTA GOLD CORP. (FORMERLY GRANGES INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS IN THOUSANDS UNLESS SPECIFIED OTHERWISE - UNAUDITED) SEPTEMBER 30, 1996 1. UNAUDITED INTERIM FINANCIAL INFORMATION The consolidated financial statements of Granges Inc. (the "Company") for the nine months ended September 30, 1996 have been prepared by the Company without audit. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly present the interim financial information set forth herein have been made. The results of operations for interim periods are not necessarily indicative of the operating results of a full year or of future years. 2. CHANGE IN REPORTING CURRENCY The consolidated financial statements of the Company have been historically expressed in Canadian (Cdn) dollars. As a result of sales revenues and a significant portion of expenses being denominated in United States (U.S.) dollars, the sale of exploration properties in Canada, the increasing international focus of the Company's operating activities, and the relocation of the Company's executive office to Denver, the U.S. dollar has become the principal currency of Granges' business. Accordingly, the U.S. dollar has been adopted as the reporting currency for the consolidated financial statements of the Company effective January 1, 1996. The comparative information for 1995 has been translated into U.S. dollars for the nine months ended September 30, 1995 and at the December 31, 1995 year end at a rate of one U.S. dollar to Cdn$1.3652. 3. COMMITMENTS AND CONTINGENCIES A) The Company is committed to payments under certain operating leases for mining equipment. Future payments under these leases in each of the next five years and in the aggregate are as follows: <TABLE> <S> <C> 1996 $ 499 1997 1,998 1998 1,055 1999 -- 2000 -- ------ $3,552 ====== </TABLE> Letters of credit totalling $1.4 million (1995-$2.7 million) have been provided as security under these mine equipment operating leases. B) As part of its gold hedging program, the Company has entered into agreements with major financial institutions to deliver gold. Realization under these agreements is dependent upon the ability of those financial institutions to perform in accordance with the terms of the agreements. As of September 30, 1996, the Company's consolidated hedging program consisted of forward sales contracts totalling 42,000 ounces for deliveries up to November 28, 1997 at an average price of $403 per ounce. In October 1996, the Company closed all of its outstanding forward sales contracts when the spot price was $379 per - 6 -
7 ounce. The resulting gains totalling $623 thousand will be recorded in the periods during which the original contracts expired. 4. CAPITAL REDUCTION At the March 30, 1995 extraordinary meeting, the shareholders of Granges approved a special resolution to reduce the capital of the Company. Under this resolution, the share capital and contributed surplus were reduced by $52.5 million and $2.7 million, respectively, with a corresponding decrease to Granges' accumulated deficit of approximately $55.3 million. The effect of this capital reduction was to eliminate the consolidated accumulated deficit of Granges as of December 31, 1994 after giving effect to the estimated costs of the May 1, 1995 amalgamation of Granges Inc. and Hycroft Resources and Development, Inc. This deficit was caused primarily by prior write downs of mining assets. 5. SPECIAL WARRANTS On April 25, 1996, a private placement of 9,699,800 Special Warrants was completed at a price of Cdn$2.60 per unit for gross proceeds of Cdn$25,219,480 (US$18,505,367). Each Special Warrant is exercisable into one common share and one half of one common share purchase warrant of Granges for no additional consideration. Each whole common share purchase warrant is exercisable into one common share of Granges at a price of Cdn$3.00 per share until October 31, 1997. On July 3, 1996, Granges filed a final short form prospectus with the securities commissions in British Columbia and Ontario relating to the private placement. The funds held in escrow were released to Granges on July 8, 1996. Net proceeds received were Cdn$23,684,564 (US$17,308,329). The net proceeds received will be used to fund the cash payments due upon exercise of the Guariche option and exploration on the Guariche properties if the option is exercised, to develop the Brimstone project at the Company's Hycroft Mine, and to explore the Company's mineral properties in Nevada and Peru. Any remaining net proceeds, including unused proceeds if the Guariche option is not exercised, will be used for general corporate purposes including ongoing exploration and development expenditures and acquisition opportunities as they arise. On July 10, 1996, all of the 9,699,800 outstanding special warrants were exercised, and 9,699,800 common shares in the capital of the Company and 4,849,900 common share purchase warrants were issued to the holders of the special warrants. 6. SUBSEQUENT EVENT - VISTA GOLD CORP. On July 31, 1996, the boards of directors of Granges Inc. ("Granges") and Da Capo Resources Ltd. ("Da Capo") unanimously approved the amalgamation of the two companies to form a new gold mining company ("Vista Gold Corp."), subject to shareholder, court, and regulatory approval; entering into a definitive amalgamation agreement; and satisfactory completion of due diligence by Granges and Da Capo by August 6, 1996. The Supreme Court of British Columbia approved the amalgamation, effective November 1, 1996 under the name "Vista Gold Corp." Under the terms of the agreement, each holder of Granges shares received one Vista Gold Corp. share for each Granges share, and each holder of Da Capo shares received two Vista Gold Corp. shares for each Da Capo share. Vista Gold Corp. is owned 66.25 percent by Granges shareholders and 33.75 percent by Da Capo shareholders on a fully diluted basis. - 7 -
8 VISTA GOLD CORP. (FORMERLY GRANGES INC.) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Vista Gold Corp. was formed from the amalgamation of Granges Inc. and Da Capo Resources Ltd. on November 1, 1996, which is described more fully in Note 6 to the Consolidated Financial Statements. This discussion is on the unamalgamated results of Granges Inc. (the "Company") for the nine months ended September 30, 1996. This discussion should be read in conjunction with the consolidated financial statements of the Company for the nine months ended September 30, 1996 and the notes thereto, which have been prepared in accordance with accounting principles generally accepted in Canada. The U.S. dollar has become the principal currency of the Company's business. Accordingly, the U.S. dollar has been adopted as the reporting currency for the consolidated financial statements of the Company effective January 1, 1996 as described more fully in Note 2 to the consolidated financial statements. A. RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 1996 VS. THREE MONTHS ENDED SEPTEMBER 30, 1995 Net losses for the three months ended September 30, 1996 were $3.6 million compared to net earnings of $4.2 million for the same period in 1995. The current quarter's loss included amortization of deferred stripping of $2.5 million as compared to $193,000 in the previous year. The amortization of deferred stripping in the third quarter of 1996 resulted from a record 3.4 million tons of ore mined and associated gold placed on pads (in inventory) but not recovered during the quarter. Net losses for the third quarter 1996 included a gain on the sale of mineral properties of $0.5 million, while during the same period in 1995, net earnings included a gain on the sale of mineral properties of $4.9 million. Revenues for the third quarter 1996 of $9.7 million decreased $0.4 million, or four percent, from the same period in 1995. Revenue is generated solely from the Hycroft mine. The decrease in revenues is the result of an eight percent decrease in gold production in the current quarter compared to the same period in 1995, partially offset by higher gross realized prices and silver production. The average gross realized price in the third quarter of 1996 was $393 per ounce of gold compared to $386 in 1995. <TABLE> <CAPTION> 1996 1995 ------- -------- (OUNCES) <S> <C> <C> Gold 23,523 25,444 Silver 113,116 88,953 </TABLE> Gold production during the third quarter of 1996 decreased 1,921 ounces, or eight percent, from the same period of 1995. However, during the third quarter of 1996, the gold inventory in the leach pads increased by 5,333 ounces. This resulted from record ore production from the mine which could not be leached at a commensurate rate due to pumping capacity limitations. The Company has obtained the requisite environmental permits and will increase the pumping capacity by the end of 1996. Recoverable ounces placed on the pads during the current quarter were ten percent greater at 41,608 ounces as compared to 37,711 during the same period in 1995. - 8 -
9 Operating costs for the three months ended September 30, 1996 of $8.0 million were relatively unchanged from the third quarter of 1995. Direct cash operating costs per ounce were $277 in the third quarter of 1996, compared to $261 for the same period in 1995. Depreciation, depletion and provision for future reclamation and mine closure costs increased $0.3 million from 1995. Amortization of deferred stripping for the quarter was $2.5 million. The actual strip ratio of 0.5:1 was below the Central Fault average of 1.8:1, causing the amortization of previously capitalized deferred stripping in the current quarter. A nominal amount of deferred stripping was amortized in the same period of 1995. NINE MONTHS ENDED SEPTEMBER 30, 1996 VS. NINE MONTHS ENDED SEPTEMBER 30, 1995 Net losses for the nine months ended September 30, 1996 were $8.5 million compared to net earnings of $5.4 million in the same period of 1995. The 1996 loss was primarily due to lower gold production combined with significantly higher amortization of deferred stripping, while during the same period in 1995, net earnings included a large gain on the sale of mineral properties. Revenue for the nine months ended September 30, 1996 was $26.0 million, a decrease of $5.8 million, or 18 percent, from the same period in 1995. The decrease in revenues was primarily due to lower gold and silver production, partially offset by a favorable price variance. The gross realized price was $394 per ounce of gold for the first nine months of 1996 as compared to $386 for the same period in 1995. <TABLE> <CAPTION> 1996 1995 ------- -------- (OUNCES) <S> <C> <C> Gold 63,158 76,804 Silver 263,549 388,064 </TABLE> In addition to the third quarter gold production shortfall discussed above, a significant portion of the year-to-date decrease in gold production was attributable to lower-than-normal recovery from a clay-rich ore section combined with delayed recovery from a significant volume of run-of-mine ore where solution application was held up until haulage roads could be re-routed off of the fresh ore. Mining in the clay-rich area was completed in the second quarter of 1996, with ore production subsequently returning to normal levels. During the first nine months of the current year, 107,615 recoverable ounces were mined and placed on the leach pads, compared to 97,465 ounces for the same period in 1995. Direct cash operating costs per ounce produced were $283 and $269 for the nine months ended June 30, 1996 and 1995, respectively. The increase in unit costs is a result of lower gold production. Operating costs for the nine months ended September 30, 1996 of $21.9 million decreased $3.3 million, or 13 percent, from the same period of 1995. Depreciation, depletion and provision for future reclamation and mine closure costs increased $0.7 million from 1995. Amortization of deferred stripping was $4.6 million in the first nine months of 1996. Mineral exploration was unchanged from the previous year, while corporate administrative expenditures increased slightly. Interest income decreased 54 percent as a result of the Company's lower average cash balances. - 9 -
10 OUTLOOK The Company merged with Da Capo Resources Ltd. effective November 1, 1996 and acquired two development-stage gold properties in addition to excellent exploration properties in Bolivia. The Company is conducting a final feasibility study on the Amayapampa and Capa Circa properties and expects to complete project financing and commence construction by mid-1997 with production startup expected by mid-1998. The Hycroft mine is also expected to increase gold production to 112,000 ounces in 1997, resulting from the startup of production from the new Brimstone pit combined with increased cyanide solution pumping capacity. The fourth quarter gold production is estimated at approximately 24,000 ounces, while exploration, corporate administrative, and other costs are expected to remain at or below current levels. On February 29, 1996, the Company entered into a Letter of Intent to enter into an Option Agreement with L.B. Mining Company to acquire the Guariche gold project in southeastern Venezuela. On June 7, 1996, the Company completed its due diligence and negotiated the final terms of the option agreement with L.B. Mining Co. The terms of the executed definitive option agreement provide that the consideration for the option is $275,000 payable as to $125,000 upon receipt of the necessary mining concessions for the property and $150,000 upon receipt of exploration permits and upon the Company being satisfied there are no remaining overriding interests in the property. If these requirements are satisfied, then the Company will be required to incur minimum exploration expenditures on the property of $350,000 over a period of five months. If drilling and technical studies completed during the option period satisfy the Company that the property contains a minimum proven and probable mineable reserve of 500,000 ounces of gold, the Company intends, but will not be obligated, to exercise the option to purchase the property for $15 million payable as to $5 million in 2,047,938 common shares of the Company (US$2.44 per share) and the balance in cash. Subject to certain conditions, the Company may be required to pay for additional proven and probable mineable reserves in excess of the 500,000 ounce minimum. B. LIQUIDITY AND CAPITAL RESOURCES The Company's consolidated cash balance as of September 30, 1996 was $14.1 million, a decrease of $1.1 million from December 31, 1995. The decrease is primarily the result of inventory increases of $5.4 million; Brimstone pre- production stripping of $3.6 million; property, plant and equipment additions of $11.7 million; and deferred stripping costs of $0.5 million, while the sale of mineral properties and investments together with the proceeds from the exercise of special warrants and stock options generated $18.5 million, and operations generated $1.6 million before changes in inventory. During the first three months of 1996 the Company, through its subsidiary, arranged a secured stand-by credit facility. The facility is available for drawdown until December 31, 1996, in dollars or as a gold loan, to a maximum of $13.0 million or the gold ounce equivalent thereof (not to exceed 35,000 ounces). Drawdowns under the facility bear interest at LIBOR plus 1.60 percent for dollar loans and gold lease rates plus 1.60 percent for gold loans. The loan is repayable in seven semi-annual installments commencing the earlier of 12 months after the first drawdown or June 30, 1997. In the event the Company generates cash surpluses after debt service, it is required to make annual mandatory prepayments equal to 25 percent of excess cash flow, up to a maximum of $2.5 million annually and $5.0 million in aggregate. - 10 -
11 In addition to the loan facility, the Company has also arranged a hedging facility for up to 275,000 ounces of gold for deliveries up to the year 2001. Both the hedging and credit facilities are secured by the assets at the Hycroft mine and parent company guarantee. C. RECLAMATION AND ENVIRONMENTAL During the first nine months of 1996, there were no material environmental incidents or non-compliance issues with any applicable environmental regulations. As reported in the Company's Form 10-K for 1995, the Nevada Department of Environmental Protection (NDEP) and the Nevada Bureau of Land Management (BLM) were notified of the Company's intent to begin mining the private lands associated with the Brimstone deposit. The NDEP Bureau of Mining Regulation and Reclamation has granted its approval for this action. The Brimstone mine development and leach pad construction is complete. All necessary mining equipment is on site, and plant construction is scheduled for completion in December 1996. - 11 -
12 VISTA GOLD CORP. (FORMERLY GRANGES INC.) PART II - OTHER INFORMATION - - -------------------------------------------------------------------------------- ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits *4(i) Granges Inc. and Da Capo Resources Ltd. Joint Management Information Circular for Extraordinary General Meetings of Shareholders to be held on Tuesday, October 22, 1996. 10(i) Support letter dated August 6, 1996, between Granges Inc. and Da Capo Resources Ltd. in relation to the amalgamation of Granges Inc. and Da Capo Resources Ltd. 10(ii) Support letter dated August 16, 1996, between Granges Inc. and Atlas Corporation in relation to the amalgamation of Granges Inc. and Da Capo Resources Ltd. 10(iii) Definitive merger agreement between Granges Inc. and Da Capo Resources Ltd. dated August 16, 1996. 11 Statement re: computation of per share earnings. 27 Financial Data Schedule. * Previously filed. (b) Reports on Form 8-K (i) The Company has filed a report on Form 8-K dated July 2, 1996, which reported under Item 5 (Other Events) that the Company appointed a new officer, Ronald J. (Jock) McGregor, to the position of Vice President Operations and Development. The Company also reported that it filed a final short form prospectus with the securities commissions in British Columbia and Ontario regarding special warrant financing and the Guariche project. - 12 -
13 (ii) The Company has filed a report on Form 8-K dated July 31, 1996, which reported under Item 5 (Other Events) that the Company's Board of Directors and Da Capo Resources' Board of Directors unanimously approved the amalgamation of the two companies, subject to shareholder and regulatory approval. The Company also reported its second quarter 1996 results. (iii) The Company has filed a report on Form 8-K dated August 13, 1996, which reported under Item 5 (Other Events) that the Company and Da Capo Resources have extended the date for signing a definitive merger agreement to August 15, 1996. (iv) The Company has filed a report on Form 8-K dated August 16, 1996, which reported under Item 5 (Other Events) that the Company signed a definitive merger agreement with Da Capo Resources Ltd. (v) The Company has filed a report on Form 8-K dated September 17, 1996, which reported under Item 5 (Other Events) that the Company's Board of Directors and Da Capo Resources' Board of Directors approved the form of amalgamation agreement to be submitted to their respective shareholders at special meetings to be held on October 22, 1996. - 13 -
14 VISTA GOLD CORP. (FORMERLY GRANGES INC.) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VISTA GOLD CORP. (Registrant) Date: November 13, 1996 By: signed "Michael B. Richings" -------------------------------- Michael B. Richings President and Chief Executive Officer Date: November 13, 1996 By: signed "A. J. Ali" -------------------------------- A. J. Ali Vice President Finance and Chief Financial Officer - 14 -
15 EXHIBIT INDEX <TABLE> <CAPTION> Exhibit Number Description - - -------------- ----------- <S> <C> *4(i) Granges Inc. and Da Capo Resources Ltd. Joint Management Information Circular for Extraordinary General Meetings of Shareholders to be held on Tuesday, October 22, 1996. 10(i) Support letter dated August 6, 1996, between Granges Inc. and Da Capo Resources Ltd. in relation to the amalgamation of Granges Inc. and Da Capo Resources Ltd. 10(ii) Support letter dated August 16, 1996, between Granges Inc. and Atlas Corporation in relation to the amalgamation of Granges Inc. and Da Capo Resources Ltd. 10(iii) Definitive merger agreement between Granges Inc. and Da Capo Resources Ltd. dated August 16, 1996. 11 Earnings Per Share Computation 27 Financial Data Schedule </TABLE> * Previously Filed - 15 -