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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 25, 2023
(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)
1-9025 |
Not Applicable |
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Shares |
VGZ |
NYSE American |
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 ☐
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 1.01 Entry into a Material Definitive Agreement
On May 25, 2023, the Registrant signed an amendment to its agreement (the “Agreement”) with the Northern Territory Government of Australia (the “NT Government”) providing for the extension of the term of the Agreement to December 31, 2029 and including the option for an additional three-year extension.
A copy of the Agreement is attached to this report as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01 Regulation FD
On May 25, 2023, the Registrant issued a press release announcing that its agreement with the NT Government has been extended to December 31, 2029 and including the option for an additional three-year extension. 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 in Item 7.01 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 (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.
Item 9.01 Exhibits
99.1Press Release, dated May 25, 2023*
104 |
Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC, pursuant to Regulation FD.
SIGNATURES
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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VISTA GOLD CORP. |
Dated: May 25, 2023 |
By: /s/ Frederick H. Earnest Frederick H. Earnest President and Chief Executive Officer |
Exhibit 10.1
DEED OF VARIATION VISTA GOLD AGREEMENT
BETWEEN:
THE NORTHERN TERRITORY OF AUSTRALIA
AND:
VISTA GOLD AUSTRALIA PTY LTD (ACN 117 327 509)
AND:
VISTA GOLD CORP.
DATE: 25 May 2023
Solicitor for the Northern Territory
68 The Esplanade, Darwin
Telephone: 08 8999 7809 Facsimile: 08 8935 7810
File reference: 20230133
DETAILS
PARTlES
NORTHERN TERRITORY OF AUSTRALIA represented by the Department of Industry Tourism and Trade ("the Territory")
Address for service of notices:
Attention: Mr Shaun Drabsch
Physical address: Level 8, Charles Darwin Centre 19 The Mall Darwin NT 0800
Postal address: GPO Box 3200 Darwin NT 0801 Facsimile:
AND
VISTA GOLD AUSTRALIA PTY LTD (ACN 117 327 509) ("Vista Gold")
Address for service of notices:
Attention: Mr Ray Iacono
Physical address: Suite 1, 4 Manning Road, Double Bay,
. NSW2028
Postal address: P.O. Box 1467, Double Bay, NSW 1360 Facsimile: +61 293277611
AND
VISTA GOLD CORP., a company continued under the laws of British Columbia, Canada and having its principal executive offices at 8310 S Valley Highway, Suite 300, Englewood, Colorado USA 80112, , the registered office of which is situated at 1200 - 200 Burrard Street, Vancouver, British Columbia, Canada V7X 1T2 ("the Guarantor")
Address for service of notices:
Attention: Mr. Fred Earnest
Physical address: 8310 S Valley Highway, Suite 300, Englewood, Colorado USA 80112
Postaladdress:8310S ValleyHighway,Suite300, Englewood, Colorado USA 80112
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BACKGROUND
| A. | The parties entered into an agreement dated 1 March 2006 pursuant to which the Territory, Vista Gold and the Guarantor recorded terms of the agreement upon which each occupied the Mt Todd Gold Mine site near Katherine in the Northern Territory of Australia (Mt Todd) (i.e. the Original Agreement). |
| i) | Renewal Deed; |
| ii) | 2014 Variation Deed; and |
| iii) | 2017 Variation Deed. |
The Original Agreement (as varied by the above deeds) is hereafter referred to as the Current Agreement.
| E. | To maintain the existing rights of all parties while providing Vista Gold with the certainty of a longer term, the parties have agreed to vary the Current Agreement (to extend the Renewal Period to nineteen (19) years expiring on 31 December 2029) in accordance with the terms of this Deed. |
| F. | The Guarantor has entered into this Deed to confirm the guarantee and indemnity contained in clause 35 of the Current Agreement continues to apply throughout the extended Renewal Period and any further extensions or renewals of the New Agreement. |
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AGREED TERMS
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1 | Defined Terms |
In this Deed, unless the contrary intention appears:
| (a) | words and expressions defined in the Current Agreement have the same meaning in this Deed; |
| (b) | 2014 Variation Deed means the document titled "Deed of Variation Vista Gold Agreement" dated 10 February 2014 between the Territory, Vista Gold and the Guarantor, a copy of which is annexed at Annexure C to this Deed; |
| (c) | 2017 Variation Deed means the document titled "Deed of Variation Vista Gold Agreement" dated 26 April 2017 between the Territory, Vista Gold and the Guarantor, a copy of which is annexed at Annexure D to this Deed; |
| (e) | Deed means this document, and a reference to a Background clause (recital), clause, schedule, item, attachment or annexure is a reference to a recital, clause, schedule, item, attachment or annexure of or to this Deed; |
| (f) | Original Agreement means the agreement dated 1 March 2006 between the Territory, Vista Gold and the Guarantor recording the terms of their agreement in respect of the Project, a copy of which is annexed at Annexure A to this Deed; |
| (g) | New Agreement means the Current Agreement as varied by this Deed; |
| (i) | Renewal Deed means the document titled "Deed of Renewal Vista Gold Agreement" dated 1 February 2011 between the Territory, Vista Gold and the Guarantor, a copy of which is annexed at Annexure B to this Deed, and as varied by the 2014 Variation Deed. |
| 1.2 | Interpretation |
| 2. | DATE OF EFFECT |
| 2.1 | Date Deed comes into effect |
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| 3. | VARIATION OF CURRENT AGREEMENT |
| 3.1 | Variation to definition of 'Renewal Period' |
| (a) | The definition of 'Renewal Period' in Clause 1.1 of the Current Agreement is varied by deleting the reference to 'thirteen (13) years from the expiry of the Term, being 31 December 2023' and substituting with 'nineteen (19) years from the expiry of the Term such that this Agreement will expire on 31 December 2029' |
| 4. | CONFIRMATION AND ACKNOWLEDGEMENT |
| 4.1 | Confirmation |
| 4.2 | Conflict |
| 5. | NOTICES |
| 5.1 | Form and Service of Notices |
| 6. | GENERAL |
| 6.1 | Confidentiality |
| (a) | This Deed must be kept confidential in the same terms as the Current Agreement. |
| 6.2 | Costs and Stamp Duty |
| 6.3 | Jurisdiction and Governing Law |
| (a) | This Deed is governed by and construed in accordance with the law for the time being in force in the Northern Territory. |
| (b) | The parties submit to the jurisdiction of the Supreme Court of the Northern Territory at Darwin in respect of all matters arising under this Deed. |
| 6.4 | Counterparts |
| (a) | This Deed may be signed in any number of counterparts and all such counterparts when taken together constitute one instrument. |
| 6.5 | Further Acts |
| (a) | Each party will promptly do and perform all acts and execute and deliver all documents (in a form and context reasonably satisfactory to that party) required by law or reasonably requested by the other party to give effect to this Deed. |
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SIGNING PAGE
Executed as a Deed:
SIGNED by NICOLE MANISON |
) |
By: /s/ Nicole Manison Signature |
for and on behalf of the NORTHERN TERRITORY OF AUSTRALIA pursuant to a delegation under the Contracts Act 1978 (NT) in the presence of: |
) ) ) |
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/s/ Petra Hanghog Signature of Witness |
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Date: 23 May 2023 |
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Petra Hanghog Name of Witness |
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SIGNED by VISTA GOLD AUSTRALIA |
) |
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(ACN 117 327 509) in accordance with section 127 of the Corporations Act 2001 (Cth) on in the presence of: |
) ) ) |
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Signature: /s/ B. Murdoch Director |
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Signature: /s/ R. Iacono Director |
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Brent D. Murdoch Name of Director: |
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Raymond J. Iacono Name of Director: |
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Date: 25 May 2023 |
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Date: 25 May 2023 |
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EXECUTED by FREDERICK EARNEST |
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By: /s/ F. H. Earnest Authorised Signature Frederick H. Earnest Print Name President and CEO Position/Authority |
for and on behalf of VISTA GOLD CORP. in the presence of: |
) ) ) |
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/s/ Glenn F. Cowan Signature of Witness |
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Date: 24 May 2023 |
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Glenn F. Cowan Name of Witness |
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Exhibit 99.1
Vista Gold Corp. Announces the Extension of Agreement with the Northern Territory Government
Denver, Colorado, May 25, 2023 – Vista Gold Corp. (NYSE American and TSX: VGZ) (“Vista” or the “Company”) today announced that the term of its agreement with the Northern Territory Government of Australia pertaining to the Mt Todd gold project (“Mt Todd” or the “Project”) has been extended to December 31, 2029. The Company holds the exclusive right to develop Mt Todd.
On May 25, 2023, the Company signed an amendment to its agreement (the “Agreement”) with the Northern Territory Government of Australia (the “NT Government”) providing for the extension of the term of the Agreement to December 31, 2029 and including the option for an additional three-year extension. Pursuant to the Agreement, Vista continues to manage the Mt Todd site and fulfill its environmental, cultural and social stewardship commitments. The Company also continues to have no present liability for the condition of the site prior to its involvement in 2006. Vista, at its sole option, may elect to proceed with the development of the Project by giving notice to the NT Government, which then results in the transfer of the NT Government-owned assets at Mt Todd and all pre-existing historical rehabilitation liabilities for the Project from the NT Government to the Company.
Frederick H. Earnest, President and CEO of Vista Gold, stated, “This extension of our Agreement with the NT Government is a reflection of the strong relationship that has developed over years of working together with the NT Government, the Jawoyn people, and other Project stakeholders. We remain committed to responsible environmental management, protecting sacred and culturally significant sites, and developing Mt Todd in a way and at the time that maximizes the benefit for our shareholders and stakeholders in the Northern Territory.”
About Vista Gold Corp.
The Company’s flagship asset is the Mt Todd gold project located in the Tier 1, mining friendly jurisdiction of Northern Territory, Australia. Situated approximately 250 km southeast of Darwin, Mt Todd is one of the largest and most advanced undeveloped gold projects in Australia and has the potential to be one of the top five gold producers in Australia. All major environmental and operating permits have now been approved.
For further information, please contact Pamela Solly, Vice President of Investor Relations, at (720) 877-0132 or visit the Company’s website at www.vistagold.com.
Forward Looking Statements
This press 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 press 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 Mt Todd is one of the largest undeveloped gold projects in Australia and has the potential to be one of the top five gold producers in Australia, 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 press 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; our experience and knowledge of the Australian mining industry and our expectations of economic conditions and the price of gold; and our expectations regarding the economy and equity markets, including inflationary pressures and interest rates.
When used in this press 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; uncertainty as to completion of critical milestones for Mt Todd; and uncertainty regarding the economy and equity markets, including inflation and interest rates; 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 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.
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