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Vista Gold Corp. Announces Proposed Public Offering Of Units





DENVER, Dec. 13, 2012 /PRNewswire/ -- Vista Gold Corp. (the "Company," "we" or "our") (NYSE MKT and TSX: VGZ) announced today that it has filed a preliminary prospectus supplement pursuant to its base shelf prospectus dated April 19, 2012 with the securities regulatory authorities in each of the provinces and territories of Canada, other than Quebec, and with the U.S. Securities and Exchange Commission (the "SEC") pursuant to its effective registration statement on Form S-3, pursuant to which the Company proposes to complete an offering of units upon terms to be determined in the context of the market. Each unit will be comprised of one common share of the Company and one-half of one common share purchase warrant, with each whole warrant exercisable to purchase one common share of the Company's stock at an exercise price to be determined in the context of the market for a period of 24 months from the closing of this offering. The Company will not apply for the listing of the warrants on any stock exchange.

Dahlman Rose & Company, LLC and National Bank Financial Inc. are acting as joint book-running managers for the offering and Casimir Capital L.P. is acting as co-manager. 

When available, copies of the preliminary prospectus supplement, the final prospectus supplement and accompanying base shelf prospectus relating to this offering can be obtained at the SEC's website at www.sec.gov and on SEDAR at www.sedar.com. A copy of the preliminary prospectus supplement and accompanying prospectus relating to these securities may also be obtained from:

Dahlman Rose & Company, LLCAttn: Prospectus Dept.1301 Avenue of the Americas, 36th Floor New York, NY 10019Phone: (212) 702-4521Fax: (212) 920-2952Email: prospectus@drco.com

National Bank Financial Inc.Attn: Heather McLennan.130 King Street West, Suite 3200 Toronto, ON M5X 1J9Phone: (416) 869-6662Fax: (416) 869-1010Email: heather.mclennan@nbc.ca

This offering is subject to market conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. The offering is expected to be priced before 9:30 am EST on Friday, December 14, 2012.

It is anticipated that the net proceeds of the offering will be used for ongoing technical evaluations/engineering studies, exploration/resource conversion drilling and water treatment at the Mt. Todd gold project in Northern Territory, Australia and for general corporate purposes.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus supplement, the base shelf prospectus or the Company's shelf registration statement.

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