Vista Gold Corp. Files 8-K with Material Agreement Details

TL;DR

Vista Gold filed an 8-K on Nov 8, 2024, covering a material definitive agreement.

AI Summary

On November 8, 2024, Vista Gold Corp. filed an 8-K report detailing a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements and exhibits. The company is incorporated in British Columbia, Canada, and its principal executive offices are located in Englewood, Colorado.

Why It Matters

This filing provides crucial updates on a significant agreement for Vista Gold Corp., potentially impacting its operational or financial future.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant financial or operational risks and opportunities for a company.

Key Players & Entities

• VISTA GOLD CORP. (company) — Registrant
• November 8, 2024 (date) — Date of Report
• British Columbia, Canada (location) — State or Other Jurisdiction of Incorporation
• Englewood, Colorado (location) — Address of Principal Executive Offices

FAQ

Key Financial Figures

• $8.0 million — aggregate gross sales value of up to US$8.0 million (the "Offering"). The ATM Agreement wil

Filing Documents

• tm2427954d1_8k.htm (8-K) — 28KB
• tm2427954d1_ex1-1.htm (EX-1.1) — 235KB
• tm2427954d1_ex5-1.htm (EX-5.1) — 25KB
• tm2427954d1_ex5-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-115985.txt ( ) — 525KB
• vgz-20241108.xsd (EX-101.SCH) — 3KB
• vgz-20241108_lab.xml (EX-101.LAB) — 33KB
• vgz-20241108_pre.xml (EX-101.PRE) — 22KB
• tm2427954d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On November 8, 2024, Vista Gold Corp. (the "Company") entered into an At-the-Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC ("Wainwright") as sales manager. Under the terms of the ATM Agreement, the Company will be entitled to sell, at its sole discretion and from time to time as it may choose, common shares in the capital of the Company ("Shares") through Wainwright, with such sales having an aggregate gross sales value of up to US$8.0 million (the "Offering"). The ATM Agreement will remain in full force and effect until the date that the ATM Agreement is terminated in accordance with the terms therein. H.C. Wainwright will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company's instructions. The Company has provided H.C. Wainwright with customary indemnification rights, and H.C. Wainwright will be entitled to a commission at a commission rate of up to 3.0% of the gross sales price of the Shares sold. Sales of the Shares, if any, under the Agreement may be made in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including sales made by means of ordinary brokers' transactions, including on the NYSE American, LLC, at market prices or as otherwise agreed with H.C. Wainwright. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement or terminate the Agreement. Under the Offering, no offers or sales of Shares will be made in Canada, including through the Toronto Stock Exchange (the "TSX") or other trading markets in Canada. This report also incorporates by reference the ATM Agreement into the shelf registration statement on Form S-3 (File No. 333-282706) previously filed with the Securities and Exchange Commission on October

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On November 8, 2024, the Company issued a press release announcing the ATM Agreement and the at-the-market equity program. A copy of the press release is furnished herewith as Exhibit 99.1. The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 At the Market Offering Agreement dated November 8, 2024* 5.1 Borden Ladner Gervais LLP Opinion* 99.3 Consent of Borden Ladner Gervais LLP (contained in Exhibit 5.1) * The foregoing Exhibits are hereby incorporated by reference into the Registrant's Registration Statement on Form S-3 (File No. 333-282706), filed with the SEC on October 17, 2024 pursuant to the United States Securities Act of 1933, as amended.

SIGNATURES

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. (Registrant) Dated: November 8, 2024 By: /s/ Frederick H. Earnest Frederick H. Earnest President Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR