SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
VISTA GOLD CORP.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
927926 20 4
(CUSIP Number)
Exploration Capital Partners 2000 Limited Partnership
c/o Keith Presnell
Global Resource Investments Ltd.
7770 El Camino Real
Carlsbad, California 92009
Tel.: 760-943-3939
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 12, 2002
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. NOT APPLICABLE
CUSIP No. 927926 20 4 Page 2 of 6
________________________________________________________________________________
1 NAME OF REPORTING PERSON
Exploration Capital Partners
2000 Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
88-0451737
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
________________________________________________________________________________
7 SOLE VOTING POWER
0
_________________________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,052,814
OWNED BY _________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
2,052,814
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,052,814
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.5%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 927926 20 4 Page 3 of 6
________________________________________________________________________________
1 NAME OF REPORTING PERSON
Resource Capital Investment Corporation
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
88-0384205
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
Not Applicable
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
________________________________________________________________________________
7 SOLE VOTING POWER
0
_________________________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,052,814
OWNED BY _________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
2,052,814
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,052,814
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.5%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 927926 20 4 Page 4 of 6
SCHEDULE 13D
(Amendment No. 3)
The Statement on Schedule 13D, dated May 3, 2002, initially filed by
Exploration Capital Partners 2000 Limited Partnership ("Exploration Capital")
and its corporate general partner, Resource Capital Investment Corporation
("Resource Capital"), as amended by Amendment No. 1, dated July 2, 2002, and
Amendment No. 2, dated November 13, 2002 (as so amended, the "Schedule 13D"), is
hereby amended by this Amendment No. 3, dated December 16, 2002 (the
"Amendment"), to reflect certain changes in the information previously filed in
the Schedule 13D relating to the outstanding Common Shares of Vista Gold Corp.
(the "Issuer"). Unless otherwise specified, all capitalized terms contained
herein have the meanings assigned to them in the Schedule 13D.
NOTE: Beneficial ownership calculations below are based on 9,967,082
Common Shares of the Issuer outstanding as of December 13, 2002.
Item 5. Interest in Securities of the Issuer
Item 5(a) and (c) are hereby amended and restated to read in their
entirety as follows:
(a) Exploration Capital is the direct beneficial owner of 2,052,814 Shares
(including 1,122,807 immediately exercisable purchase warrants), representing
approximately 18.5% of the Issuer's outstanding Common Shares. By virtue of the
relationships described under Item 2 of the Schedule 13D, Resource Capital may
be deemed to share indirect ownership of the Shares directly beneficially owned
by Exploration Capital.
By virtue of the relationships described under Item 2 of the amended
Statement on Schedule 13D, dated November 13, 2002, filed by Mr. Rule et al.,
Mr. Rule may be deemed to share indirect ownership of (i) the Shares directly
beneficially owned by Exploration Capital, (ii) 296,296 Shares (all of which are
immediately exercisable share purchase warrants) directly beneficially owned by
Global Resource Investments Ltd. ("Global Resource") and (iii) 228,574 Common
Shares directly beneficially owned by Rule Investments, Inc. ("Rule
Investments"), the General Partner and 100% owner of Global Resource. These
represent an aggregate indirect beneficial ownership of 2,577,684 Shares, or
approximately 22.6% of the Issuer's outstanding Common Shares.
Mr. Presnell is the direct beneficial owner of 108,278 Shares (including
58,479 immediately exercisable purchase warrants), representing approximately
1.1% of the Issuer's outstanding Common Shares.
(c) Since the filing of Amendment No. 2 to the Schedule 13D, the following
transactions have occurred with respect to the Shares beneficially owned by the
Reporting Persons (and indirectly beneficially owned by Mr. Rule):
Exploration Capital sold Common Shares, all in open market transactions, as
follows:
December 12, 2002 - 50,000 shares at $3.5147 per share, for aggregate proceeds
of approximately $175,735.
December 12, 2002 - 50,000 shares at $3.6061 per share, for aggregate proceeds
of approximately $180,305.
On December 12, 2002, Rule Investments made a gift of 20,000 Common Shares to a
person unaffiliated with either of the Reporting Persons.
CUSIP No. 927926 20 4 Page 5 of 6
Since the filing of Amendment No. 2 to the Schedule 13D, the following
transactions have occurred with respect to the Shares beneficially owned by Mr.
Presnell:
Mr. Presnell sold Common Shares, all in open market transactions, as follows:
November 21, 2002 - 2,000 shares at $2.48 per share, for aggregate proceeds of
approximately $ 4,970.
November 22, 2002 - 2,000 shares at $2.46 per share, for aggregate proceeds of
approximately $ 4,930.
November 25, 2002 - 4,000 shares at $2.40 per share, for aggregate proceeds of
approximately $ 9,610.
December 3, 2002 - 1,600 shares at $2.90 per share, for aggregate proceeds of
approximately $ 4,648.
December 3, 2002 - 400 shares at $2.89 per share, for aggregate proceeds of
approximately $ 1,158.
December 6, 2002 - 2,000 shares at $3.29 per share, for aggregate proceeds of
approximately $ 6,590.
December 12, 2002 - 2,000 shares at $3.33 per share, for aggregate proceeds of
approximately $ 6,670.
December 12, 2002 - 2,000 shares at $3.55 per share, for aggregate proceeds of
approximately $ 7,110.
CUSIP No. 927926 20 4 Page 6 of 6
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: December 16, 2002 Exploration Capital Partners 2000
Limited Partnership
By: Resource Capital Investment Corporation,
its general partner
By: /s/ Keith Presnell
---------------------------------------
Keith Presnell, Chief Financial Officer
Date: December 16, 2002 Resource Capital Investment Corporation
By: /s/ Keith Presnell
---------------------------------------
Keith Presnell, Chief Financial Officer