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 27, 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 7.01 Regulation FD

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On March 4, 2024, Vista Gold Corp. (the “Registrant”), issued a press release announcing the death of W. Durand (Randy) Eppler, a director of the Registrant. A copy of the press release is attached to this report as Exhibit 99.1.

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In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01 and in the press release is deemed to be “furnished” and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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.

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Item 8.01  Other Events

On February 27, 2024, W. Durand (Randy) Eppler, a director of the Registrant, passed away.  

Item 9.01  Exhibits

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*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with,  the SEC, pursuant to Regulation FD.

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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. Reports the Death of Board Member W. Durand (Randy) Eppler

Denver, Colorado, March 4, 2024 – Vista Gold Corp. (NYSE American and TSX: VGZ) (“Vista” or the “Company”) sadly announces the recent death of director W. Durand (Randy) Eppler. Mr. Eppler was a director of the Company for almost 20 years, during which time he served on and chaired a number of committees of the Board. Most recently he was the Chair of the Health, Safety, Environment, and Social Responsibility Committee.

Vista’s Board Chair, Tracy Stevenson, commented, “It is with heavy hearts that we recognize the passing of a trusted friend and loyal colleague. Randy brought a wealth of knowledge and experience to Vista’s Board of Directors and his contributions will be remembered and missed. On behalf of our Board of Directors, management team and employees, we extend our deepest sympathies to the Eppler family.”

The Company plans to nominate a new director for election at the upcoming Annual General and Special Meeting of Shareholders to fill the vacancy created by Mr. Eppler’s passing.

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 plans to nominate a new director for election at the upcoming Annual General and Special Meeting of Shareholders to fill the vacancy created by Mr. Eppler’s passing. When used in this news release, the words “has plans” are intended to identify a forward-looking statement and forward-looking information. This statement involves known and unknown risks, which may cause the actual results to be materially different from those implied by such statement. Except as required by law, we assume no obligation to publicly update any forward-looking statement or forward-looking information; whether as a result of new information, future events or otherwise.