Exhibit 99.3
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
OF ALLIED NEVADA GOLD CORP.
PRO FORMA CONSOLIDATED STATEMENT OF LOSS
FOR FISCAL YEAR ENDED
DECEMBER 31, 2006
| | | | | | | | | | | |
(U.S. dollars in thousands) | | Allied Nevada Gold Corp. year ended December 31, 2006 (Note2(a)) | | Vista Gold Corp. - Nevada exploration properties year ended December 31, 2006 | | | Pro forma consolidated statement of loss for year ended December 31, 2006 | |
Other Income: | | | | | | | | | | | |
Interest and other income | | $ | — | | $ | (552 | ) | | $ | (552 | ) |
| | | | | | | | | | | |
Total other income | | $ | — | | $ | (552 | ) | | $ | (552 | ) |
Costs and expenses: | | | | | | | | | | | |
Exploration, property evaluation and holding costs | | $ | — | | $ | 1,709 | | | $ | 1,709 | |
Corporate administration and investor relations | | | — | | | 1,181 | | | | 1,181 | |
Depreciation and amortization | | | — | | | 199 | | | | 199 | |
Gain on currency translation | | | — | | | (11 | ) | | | (11 | ) |
Gain on disposal of marketable securities | | | — | | | (61 | ) | | | (61 | ) |
| | | | | | | | | | | |
Total costs and expenses | | | — | | | 3,017 | | | | 3,017 | |
| | | | | | | | | | | |
Net loss | | $ | — | | $ | (2,465 | ) | | $ | (2,465 | ) |
| | | | | | | | | | | |
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
OF ALLIED NEVADA GOLD CORP.
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2007
| | | | | | | | | | | | | | | | | | | | | |
(U.S. dollars in thousands) | | Vista Gold Corp- Nevada exploration properties March 31, 2007 | | | Net proceeds from issuance of shares | | Notes | | | Purchase of Pescio Nevada Mineral Assets | | | Notes | | | Pro forma Consolidated balance sheet March 31, 2007 | |
Assets: | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 90 | | | $ | 25,000 | | 2 | (c) | | $ | (15,000 | ) | | 2 | (b) | | $ | 10,090 | |
Accounts receivable | | | 84 | | | | | | | | | | | | | | | | | 84 | |
Supplies inventory, prepaids and other | | | 107 | | | | | | | | | | | | | | | | | 107 | |
| | | | | | | | | | | | | | | | | | | | | |
Current assets | | | 281 | | | | 25,000 | | | | | | (15,000 | ) | | | | | | 10,281 | |
Restricted cash | | | 5,385 | | | | | | | | | | | | | | | | | 5,385 | |
Mineral properties | | | 8,881 | | | | | | | | | | 62,520 | | | 2 | (b,d) | | | 71,401 | |
Plant and equipment | | | 948 | | | | | | | | | | | | | | | | | 948 | |
Reclamation premium costs and other assets | | | 1,852 | | | | | | | | | | | | | | | | | 1,852 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | 17,066 | | | | — | | | | | | 62,520 | | | | | | | 79,586 | |
| | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 17,347 | | | $ | 25,000 | | | | | $ | 47,520 | | | | | | $ | 89,867 | |
| | | | | | | | | | | | | | | | | | | | | |
Liabilities and Shareholders’ Equity: | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 18 | | | | | | | | | | — | | | | | | $ | 18 | |
Capital lease obligation | | | 10 | | | | | | | | | | — | | | | | | | 10 | |
Accrued liabilities and other | | | 101 | | | | | | | | | | — | | | | | | | 101 | |
| | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | 129 | | | | — | | | | | | — | | | | | | | 129 | |
Capital lease obligations | | | 20 | | | | | | | | | | — | | | | | | $ | 20 | |
Note payable Pescio | | | — | | | | | | | | | | — | | | | | | | — | |
Asset retirement obligation and closure costs | | | 4,663 | | | | | | | | | | | | | | | | | 4,663 | |
| | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 4,812 | | | | — | | | | | | — | | | | | | | 4,812 | |
| | | | | | | | | | | | | | | | | | | | | |
Capital stock | | | — | | | | 25,000 | | 2 | (c) | | | 47,520 | | | 2 | (d) | | | 72,520 | |
Deficit accumulated during exploration stage | | | (11,239 | ) | | | — | | | | | | — | | | | | | | (11,239 | ) |
Parent company’s net investment/dividends | | | 23,774 | | | | — | | | | | | — | | | | | | | 23,774 | |
| | | | | | | | | | | | | | | | | | | | | |
Total shareholders’ equity | | | 12,535 | | | | 25,000 | | | | | | 47,520 | | | | | | | 85,055 | |
| | | | | | | | | | | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 17,347 | | | $ | 25,000 | | | | | $ | 47,520 | | | | | | $ | 89,867 | |
| | | | | | | | | | | | | | | | | | | | | |
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
OF ALLIED NEVADA GOLD CORP.
PRO FORMA CONSOLIDATED STATEMENT OF LOSS
FOR QUARTER ENDED
MARCH 31, 2007
| | | | | | | | | | | |
(U.S. dollars in thousands) | | Allied Nevada Gold Corp. quarter ended March 31, 2007 (Note2(a)) | | Vista Gold Corp. - Nevada exploration properties quarter ended March 31, 2007 | | | Pro forma consolidated statement of loss for quarter ended March 31, 2007 | |
Other Income: | | | | | | | | | | | |
Interest and other income | | $ | — | | $ | (245 | ) | | $ | (245 | ) |
| | | | | | | | | | | |
Total other income | | $ | — | | $ | (245 | ) | | $ | (245 | ) |
Costs and expenses: | | | | | | | | | | | |
Exploration, property evaluation and holding costs | | $ | — | | $ | 261 | | | $ | 261 | |
Corporate administration and investor relations | | | — | | | 310 | | | | 310 | |
Depreciation and amortization | | | — | | | 49 | | | | 49 | |
Gain on currency translation | | | — | | | (1 | ) | | | (1 | ) |
Gain on disposal of marketable securities | | | — | | | (61 | ) | | | (61 | ) |
| | | | | | | | | | | |
Total costs and expenses | | | — | | | 558 | | | | 558 | |
| | | | | | | | | | | |
Net loss | | $ | — | | $ | (313 | ) | | $ | (313 | ) |
| | | | | | | | | | | |
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
OF ALLIED NEVADA GOLD CORP.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
This unaudited pro forma consolidated financial statement information has been prepared by management of Vista Gold Corp., (“Vista”) in accordance with United States generally accepted accounting principles, for illustrative purposes only, to show the effect of the proposed contribution of the Nevadaproperties. As previously reported, Vista entered into an arrangement and merger agreement (the “Arrangement Agreement”), dated September 22, 2006, with Carl Pescio and Janet Pescio (together, the “Pescios”) pursuant to which Vista Gold Corp. transferred its existing Nevada properties into a recently incorporated company, Allied Nevada Gold Corp. (“Allied Nevada”), that concurrently acquired the Nevada mineral assets of the Pescios. The transaction was completed by way of a court-approved plan of arrangement under theBusiness Corporations Act(Yukon Territory). Under the terms of the Arrangement Agreement Vista was required to use commercially reasonable efforts to complete a public equity financing to raise no less than $25 million through the issuance of common shares registered under theSecurities Act of 1933.On November 7, 2006, Vista completed a public equity financing that resulted in net proceeds to Vista of approximately $29.6 million after payment of agents’ fees but excluding estimated offering expenses.
These pro forma financial statements include:
| a) | pro forma consolidated balance sheets as at March 31, 2007 prepared as if the Arrangement was completed on March 31, 2007 and giving effect to the assumptions as described in Note 2; and |
| b) | pro forma consolidated statements of loss for the year ended December 31, 2006 and the quarter ended March 31, 2007 prepared as if the Arrangement was completed on January 1, 2006 and giving effect to the assumptions as described in Note 2. |
These pro forma financial statements are provided for illustrative purposes only, and do not purport to represent the financial position that would have resulted had the Arrangement actually occurred on March 31, 2007 or the results of operations that would have resulted had the Arrangement actually occurred on January 1, 2006. Further, these pro forma financial statements are not necessarily indicative of the future financial position or results of operations of Allied Nevada as a result of the Arrangement and should be read in conjunction with the interim and year-end consolidated financial statements of Vista Gold Corp. - Nevada exploration properties prepared in accordance with GAAP.
The acquisition of the Pescios’ Nevada mineral assets is considered to be an asset purchase rather than the purchase of a business, based on guidelines provided in Rule 11-01 of Regulation S-X of the SEC, the U.S. GAAP guidance provided in Emerging Issues Task Force (EITF) 98-3 (concerning whether assets or a business are being acquired) and in the Financial Accounting Standards Board Statement No. 141, “Business Combinations”. This assessment is based on the fact that no separate entity was acquired but rather a group of interests in mineral properties assembled over time by the Pescios. None of the properties is in the operating stage; consequently, although certain of the property interests generate cash from advance minimum royalty payments, none of the properties produces any revenue from operations. In addition, as the Pescios’ Nevada mineral assets have nothing in the nature of physical facilities, employees, market distribution systems, sales forces, customer bases, production techniques, trade names or operational or resource management processes consistent with a business operation, none of the foregoing attributes were acquired through the acquisition of these assets.
2. | PRO FORMA ASSUMPTIONS AND ADJUSTMENTS |
| (a) | Allied Nevada was incorporated on September 14, 2006. Please see “Item 1. Business – Business Development – Arrangement Agreement” in Allied Nevada’s Registration Statement on Form 10 as amended, filed with the Commission, for further information concerning the transfers of properties and cash made to Allied Nevada by Vista and the Pescios pursuant to the Arrangement Agreement. |
| (b) | The acquisition of the Pescios’ Nevada mineral assets is considered to be an asset purchase (see note 1). The consideration to be paid to the Pescios was $15 million in cash and 12 million shares of Allied Nevada with an estimated fair value of $47.5 million (see note 2(d)). The estimated fair value of the consideration paid to the Pescios has been allocated to mineral assets. The actual fair value of the 12 million shares of Allied Nevada included in the purchase consideration was to be set at the date that the transaction was completed based on the market value of the Allied Nevada shares at that time. |
| (c) | Vista was to transfer its Nevada properties and $25 million in cash to Allied Nevada in consideration for approximately 27.5 million shares of Allied Nevada. On completion of the Arrangement, the Vista Nevada exploration properties would be transferred at their carrying value into the consolidated financial statements of Allied Nevada under the continuity of interests method because Allied Nevada is deemed to be a continuation of the business of the Vista Nevada exploration properties. Under this method, the assets, liabilities and shareholders’ equity of the Vista Nevada exploration properties are presented on a historical basis. |
| (d) | The estimated fair value of the Allied Nevada shares given as consideration to the Pescios is derived from an independent valuator’s estimate that the Nevada properties of Vista would account for approximately 35% of the market capitalization of Vista. Based on a market capitalization of $240 million at March 31, 2007 this would result in a value of $84 million. This amount would be increased by the $25 million in cash invested in Allied Nevada by Vista for a total fair value of $109 million. Based on approximately 27.5 million Allied Nevada shares issued to Vista, a share price of approximately $3.96 per Allied Nevada share is estimated for the purposes of this pro forma financial information. This calculation is an estimate for illustrative purposes only and is not intended to be an estimate of the actual public market price of Allied Nevada shares on completion. |