VGZ Vista Gold Corp

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: February 13, 2024

(Date of earliest event reported)

VISTA GOLD CORP.
(Exact Name of Registrant as Specified in Charter)

British Columbia, Canada
(State or Other Jurisdiction of Incorporation)

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8310 S Valley HWY, Suite 300, Englewood, colorado 80112

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code:   (720) 981-1185

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Securities registered pursuant to Section 12(b) of the Exchange Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 13, 2024, Michel Sylvestre was appointed as a director of Vista Gold Corp. (the “Registrant”).

Michel Sylvestre has been a director of Hochschild Mining PLC since May 2022 and a director of Nickel Creek Platinum Corp. since 2012. He was a former senior executive of Kinross Gold Corp., serving as Senior Vice President Americas from September 2018 to November 2022 and Regional Vice President Africa from November 2014 to September 2018. Mr. Sylvestre was Interim President, Chief Executive Officer, and Chair of Claude Resources Inc. from April 2014 to November 2014. Mr. Sylvestre served as President and Chief Executive Officer from 2011 to 2014 and President and Chief Financial Officer from 2010 to 2011 of Castle Resources Inc. He has also held senior management positions at Inco Ltd. from 2004 to 2011. Mr. Sylvestre holds a M.Sc. and a B.Sc. in Mining Engineering from McGill University and Queen’s University, respectively, and is a member of the Professional Engineers of Ontario and the Canadian Institute of Mining.

Mr. Sylvestre does not have a family relationship with any other member of the Board of Directors or any executive officer of the Registrant, and he has not been a participant or had any interest in any transaction with the Registrant that is reportable under Item 404(a) of Regulation S-K. There is no arrangement or understanding between any of the Registrant’s officers and directors and Mr. Sylvestre pursuant to which he was selected to serve as a director.

In connection with his appointment, Mr. Sylvestre will receive compensation pursuant the Registrant’s standard director compensation policies, which includes annual compensation of $32K in cash and Deferred Share Units (DSU) with a value of approximately $45K (number of DSUs to be determined when approved by the Compensation Committee of the Board of Directors). Additionally, Mr. Sylvestre will be granted a one-time award of 100,000 DSUs as a new director.

Item 7.01  Regulation FD

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On February 15, 2024, the Registrant issued a press release that announced that it has increased the size of its Board of Directors from five to six and appointed Mr. Michel Sylvestre as a director of the Registrant.

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A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01  Exhibits

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SIGNATURES

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In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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Exhibit 99.1

Vista Gold Corp. Appoints Michel (Mike) Sylvestre to the Board of Directors

Denver, Colorado, February 15, 2024 – Vista Gold Corp. (NYSE American and TSX: VGZ) (“Vista” or the “Company”) today announced that it has appointed Mr. Michel (Mike) Sylvestre as an independent director of the Company and increased the size of its Board of Directors from five to six. Mr. Sylvestre has also been appointed to the Health, Safety, Environment and Social Responsibility Committee of the Board. Mr. Sylvestre is a successful mining executive with over 45 years of international and domestic industry experience with major, mid-tier and junior companies. He retired in November 2022 from his position as Senior Vice President Americas at Kinross Gold Corp.  Mr. Sylvestre is a director of Hochschild Mining PLC and Nickel Creek Platinum Corp.

Vista’s Board Chair, Mr. Tracy Stevenson, commented, “We are pleased to welcome Mike Sylvestre to the Board and look forward to his contributions as we focus on maximizing shareholder value. Mike’s well-rounded technical expertise, corporate leadership roles, and international experience will be valuable as we pursue strategic opportunities for Vista and its Mt Todd gold project. Mike has proven success in existing and startup operations, focusing on safety excellence, process optimization, organizational effectiveness, community relations, and sustainability. We believe Mike will bring valuable insights and perspectives to the Board.”

About Vista Gold Corp.

Vista is a gold project developer. The Company’s flagship asset is Mt Todd, located in the mining friendly jurisdiction of Northern Territory, Australia. Situated approximately 250 km southeast of Darwin, Mt Todd is one of the largest development stage opportunities in Australia and demonstrates compelling economics. All major environmental and operating permits necessary to initiate development of Mt Todd are in place.

Mt Todd benefits from its location in a leading mining jurisdiction and demonstrates multiple opportunities to add value through growth of mineral resources, staged development, and other de-risking activities.

For further information about Vista or Mt Todd, please contact Pamela Solly, Vice President of Investor Relations, at (720) 981-1185 or visit the Company’s website at www.vistagold.com.

Forward Looking Statements

This news release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933, as amended, and U.S. Securities Exchange Act of 1934, as amended, and forward-looking information within the meaning of Canadian securities laws. All statements, other than statements of historical facts, included in this news release that address activities, events or developments that we expect or anticipate will or may occur in the future, including such things as our belief that Mike’s well-rounded technical expertise, corporate leadership roles, and international experience will be valuable as we pursue strategic opportunities for Vista and its Mt Todd gold project; our belief that Mike will bring valuable insights and perspectives to the Board; our belief that Mt Todd is one of the largest development stage opportunities in Australia and demonstrates compelling economics; our belief that Mt Todd benefits from its location in a leading mining jurisdiction; and our

belief that Mt Todd demonstrates multiple opportunities to add value through growth of mineral resources, staged development, and other de-risking activities are forward-looking statements and forward-looking information. The material factors and assumptions used to develop the forward-looking statements and forward-looking information contained in this news release include the following: our forecasts and expected cash flows; our projected capital and operating costs; our expectations regarding mining and metallurgical recoveries; mine life and production rates; that laws or regulations impacting mine development or mining activities will remain consistent; our approved business plans, our mineral resource and reserve estimates and results of preliminary economic assessments; preliminary feasibility studies and feasibility studies on our projects, if any; our experience with regulators; political and social support of the mining industry in Australia; our experience and knowledge of the Australian mining industry and our expectations of economic conditions and the price of gold. When used in this news release, the words “optimistic,” “potential,” “indicate,” “expect,” “intend,” “hopes,” “believe,” “may,” “will,” “if,” “anticipate” and similar expressions are intended to identify forward-looking statements and forward-looking information. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such statements. Such factors include, among others, uncertainty of resource and reserve estimates, uncertainty as to the Company’s future operating costs and ability to raise capital; risks relating to cost increases for capital and operating costs; risks of shortages and fluctuating costs of equipment or supplies; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; potential effects on our operations of environmental regulations in the countries in which it operates; risks due to legal proceedings; risks relating to political and economic instability in certain countries in which it operates; uncertainty as to the results of bulk metallurgical test work; and uncertainty as to completion of critical milestones for Mt Todd; as well as those factors discussed under the headings “Note Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s latest Annual Report on Form 10-K as filed in February 2023, subsequent Quarterly Reports on Form 10-Q, and other documents filed with the U.S. Securities and Exchange Commission and Canadian securities regulatory authorities. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements and forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Except as required by law, we assume no obligation to publicly update any forward-looking statements or forward-looking information; whether as a result of new information, future events or otherwise.