株探米国株
英語
エドガーで原本を確認する
0000783324false00-000000000007833242024-04-302024-04-30

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: April 30, 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)

1-9025
(Commission File Number)

Not Applicable
(IRS Employer Identification No.)

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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 5.07. Submission of Matters to a Vote of Security Holders

Results of Annual General Meeting of Shareholders

On April 30, 2024, Vista Gold Corp. (the “Corporation”) held its annual general and special meeting of shareholders at 10:00 a.m. (PDT).  A total of 69,554,939 common shares in the capital of the Company (“Common Shares”) were represented at the meeting, being 57.23% of the Common Shares issued and outstanding on the record date for the meeting.  

Detailed results for the ballot votes are as follows:

Election of Directors

Votes For

Votes Withheld/

Abstain

Broker Non-Votes

John M. Clark

39,839,708

1,052,593

28,662,638

Frederick H. Earnest

39,586,851

1,305,450

28,662,638

Deborah J. Friedman

39,678,106

1,214,195

28,662,638

Patrick F. Keenan

39,629,158

1,263,143

28,662,638

Tracy A. Stevenson

39,647,847

1,244,454

28,662,638

Michel Sylvestre

39,557,185

1,335,116

28,662,638

Proposal

Votes For

Withheld/

Abstain

Against

Broker Non-Votes

Approve Appointment of Davidson & Company LLP

67,959,081

1,595,858

0

0

Proposal

Votes For

Withheld/

Abstain

Against

Broker Non-Votes

Advisory Vote on Executive Compensation

37,193,877

599,055

3,099,369

28,662,638

All nominees for election to the Corporation’s Board of Directors were elected to the Board of Directors and will serve until the Corporation’s 2025 annual general and special meeting of shareholders or until successors are duly elected and qualified.  In addition, at the Meeting, shareholders appointed Davidson & Company LLP as auditors of the Company for the fiscal year ending December 31, 2024, and passed an ordinary resolution to approve, on an advisory basis, the compensation of the Corporation’s Named Executive Officers.

The Company received feedback from shareholders on the matter to approve all unallocated options under the Company’s Stock Option Plan. Management plans to take time to consider the feedback received.  Accordingly, this matter was not considered at the Meeting.

Item 7.01  Regulation FD

On April 30, 2024, the Registrant issued a press release announcing the voting results from its annual general and special meeting of shareholders held on Tuesday, April 30, 2024 in Vancouver, British Columbia.

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

Exhibit Number

 

Description

99.1*

Press Release, dated April 30, 2024.

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.

VISTA GOLD CORP.

Dated:  May 2, 2024

By: /s/ Frederick H. Earnest

Frederick H. Earnest

President and Chief Executive Officer

EX-99.1 2 vgz-20240430xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

Vista Gold Corp. Announces Voting Results from Annual General and Special Meeting of Shareholders

Denver, Colorado, April 30, 2024 - Vista Gold Corp. (“Vista” or the “Company”) (NYSE American and TSX: VGZ) today announced the voting results from its annual general and special meeting of shareholders held on Tuesday,  April 30, 2024 (the “AGM” or “Meeting”).

A total of 69,554,939 common shares in the capital of the Company (“Common Shares”) were represented at the meeting, being 57.23% of the Common Shares. Detailed results for the ballot votes for the election of directors are as follows:

Proposal

Votes For %

Votes Withheld %

Election of John M. Clark as Director

97.43

2.57

Election of Frederick H. Earnest as Director

96.81

3.19

Election of Deborah J. Friedman as Director

97.03

2.97

Election of Patrick F. Keenan as Director

96.91

3.09

Election of Tracy A. Stevenson as Director

96.96

3.04

Election of Michel Sylvestre as Director

96.74

3.26

In addition, at the Meeting, shareholders appointed Davidson & Company LLP as auditors of the Company and passed an ordinary resolution to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers.

The Company received feedback from shareholders on the matter to approve all unallocated options under the Company’s Stock Option Plan. Management plans to take time to consider the feedback received. Accordingly, this matter was not considered at the Meeting.

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 offers opportunities to add value through growth of mineral reserves, alternative development strategies, 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 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 management’s plan to take time to consider the feedback received from shareholders on the matter to approve all unallocated options under the Company’s Stock Option Plan; our belief that Mt Todd is one of the largest development stage opportunities in Australia and demonstrates compelling economics; and our belief that Mt Todd benefits from its location in a leading mining jurisdiction and offers opportunities to add value through growth of mineral reserves, alternative development strategies, and other de-risking activities are 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. 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; 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 March 2024 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.

2