false
0000783324
00-0000000
0000783324
2026-02-26
2026-02-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 February 26, 2026
(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 1.01 Entry into a Material Definitive Agreement
On February 26, 2026, Vista Gold Corp. (the “Company”)
entered into an Underwriting Agreement (the “Underwriting Agreement”) with CIBC World Markets Inc., as the sole bookrunner
(the “Sole Bookrunner”), and the underwriters signatory to the Underwriting Agreement as set forth in Schedule 1 thereto (such
underwriters, the “Co-Managers” and, collectively with the Sole Bookrunner, the “Underwriters”), providing for
the issuance and sale by the Company (the “Offering”) of 15,600,000 common shares of the Company at a public offering price
of US$2.50 per share for aggregate gross proceeds of approximately US$39 million.
In addition, the Company granted the Underwriters
an option to purchase up to 2,340,000 additional common shares from the Company for a period of 30 days from February 26,
2026 to cover over-allotments, if any, and for market stabilization purposes.
The Underwriting Agreement contains customary
representations, warranties and covenants by the Company, conditions to closing and indemnification provisions, as well as a form lock-up
agreement that was signed by certain of the Company’s directors and officers, filed herewith as Exhibit “A” to Exhibit
1.1.
The Company agreed to pay the Underwriters a commission
equal to 5% of the aggregate gross proceeds of the offering, including any additional common shares sold pursuant to the exercise of the
option. The Company also agreed to reimburse the Underwriters for customary fees and expenses up to US$475,000.
The common shares and common shares issuable upon
exercise of the option are registered pursuant to the Company’s registration statement on Form S-3 (File No. 333-282706) relating
to the securities described above as filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 17, 2024,
effective on November 8, 2024 and a prospectus supplement thereto filed with the SEC on February 27, 2026.
The foregoing description of the Underwriting
Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this report
and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On February 25, 2026, the Company issued a press
release regarding the announcement of its offering of common shares, a copy of which is attached to this report as Exhibit 99.1. In accordance
with General Instruction B.1 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 United States Securities Exchange Act of 1934, as amended. 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.
On February 26, 2026, the Company issued a press
release regarding the pricing of the offering of common shares, a copy of which is attached to this report as Exhibit 99.2. In accordance
with General Instruction B.1 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 United States Securities Exchange Act of 1934, as amended. 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 Financial Statements and Exhibits.
| |
Exhibit No. |
|
Description |
| |
1.1 |
|
Underwriting Agreement, dated February 26, 2026 |
| |
5.1 |
|
Borden Ladner Gervais LLP Opinion |
| |
99.1** |
|
Press Release, dated February 25, 2026 |
| |
99.2** |
|
Press Release, dated February 26, 2026 |
| |
99.3 |
|
Consent of Borden Ladner Gervais LLP (contained in Exhibit 5.1) |
| |
104 |
|
Interactive Data Cover Page |
** 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 Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
VISTA GOLD CORP. |
| |
(Registrant) |
| |
|
| Dated: March
2, 2026 |
By: |
/s/
Frederick H. Earnest |
| |
Frederick H. Earnest |
| |
President and Chief Executive Officer |
Exhibit 99.1
Vista Gold Corp. Announces Proposed Public Offering
of Common Shares
Denver, Colorado, (February 25, 2026)
- Vista Gold Corp. (NYSE American and TSX: VGZ) (“Vista” or the “Company”) is pleased to announce that it
has commenced an underwritten public offering of US$30.0 million of its common shares. All common shares are being offered by Vista. The
Company expects to grant the underwriters a 30-day option to purchase up to an additional US$4.5 million of its common shares to cover
over-allotments, if any. The proposed offering is subject to market conditions and other factors, and there can be no assurance as to
whether or when the proposed offering may be completed, or as to the actual size or terms of the proposed offering.
CIBC Capital Markets is acting as the sole bookrunner
for the proposed offering.
The Company intends to allocate the net proceeds
from the offering to advance exploration and development activities at the Company’s Mt. Todd gold project, a development-stage
gold deposit in Australia’s Northern Territory, and for general corporate purposes.
This offering is being made pursuant to an effective
shelf registration statement on Form S-3 (No. 333-282706) (including a base prospectus) previously filed with the U.S. Securities
and Exchange Commission (the “SEC”) on October 17, 2024, and declared effective on November 8, 2024. The common
shares may be offered only by means of a prospectus supplement and the accompanying base prospectus that form a part of the registration
statement. A preliminary prospectus supplement and the accompanying base prospectus relating to and describing the terms of the proposed
offering of common shares have been filed with the SEC. Before investing, prospective investors should read the preliminary prospectus
supplement, the accompanying base prospectus and the documents incorporated by reference therein for more complete information about
the Company and the offering. These documents, including the preliminary prospectus supplement relating to the offering, are available
without charge on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement, when available,
and the accompanying base prospectus relating to the offering may be accessed for free on the SEC’s website at www.sec.gov or
obtained by contacting CIBC Capital Markets, 161 Bay Street, 5th Floor, Toronto, ON M5J 2S8, by telephone: 1(416) 956-6378, or by email:
mailbox.usprospectus@cibc.com.
In addition, the offering is being made in each
of the Provinces of Canada, except for Quebec, in reliance on the “listed issuer financing” exemption from the prospectus
requirements available under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as modified by Coordinated
Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. There is an offering
document related to the offering (the “Offering Document”) that can be accessed under the Company’s profile on SEDAR+
at www.sedarplus.ca and on the Company’s website at www.vistagold.com. Prospective investors should read this
Offering Document before making an investment decision.
Closing of the offering will be subject to customary
conditions, including the approval of the Toronto Stock Exchange. The Company intends to rely upon the exemption set forth in Section 602.1
of the TSX Company Manual, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted
issuers on a recognized exchange.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
All amounts in this press release are in U.S.
dollars.
About Vista Gold Corp.
Vista holds the Mt. Todd gold project, a leading
development-stage gold deposit located in the Tier-1 mining jurisdiction of Northern Territory, Australia.
Mt. Todd offers strong project economics, significant
initial production, and compelling expansion and exploration upside. The Mt. Todd gold project benefits from advanced local infrastructure,
multiple development scenarios, and broad community support, underpinning its potential to become a long-lived, globally significant gold
operation.
For further information about Vista or Mt. Todd,
please contact Pamela Solly, Vice President of Investor Relations, at (720) 981-1185.
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 statements with respect to the proposed offering, the use of proceeds from the offering and the expected 30-day option
to be granted to the underwriters; and our beliefs and expectations regarding the Mt. Todd gold project and other such matters 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 understanding and belief of the current market conditions, approved
business plans, exploration and assay results, results of our test work for process area improvements, mineral resource and reserve estimates
and results of preliminary economic assessments, prefeasibility studies and feasibility studies on our projects, if any, our experience
with regulators, and positive changes to current economic conditions and the price of gold. When used in this press release or otherwise,
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, our ability to price
and complete the offering at terms acceptable to us, risks related to the development of the Mt. Todd gold project, uncertainty of resource
and reserve estimates, uncertainty as to the Company’s future capital costs, operating costs, non-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 the Company’s 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 on February 28, 2025, 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.
Exhibit 99.2
Vista Gold Corp. Announces Pricing of US$39.0
million Public Offering of Common Shares
Denver, Colorado, (February 26, 2026)
- Vista Gold Corp. (NYSE American and TSX: VGZ) (“Vista” or the “Company”) is pleased to announce the pricing
of its previously announced underwritten public offering of 15,600,000 of its common shares at a price to the public of US$2.50 per share.
The total gross proceeds to Vista are expected
to be US$39.0 million, before deducting underwriting discounts and commission and other offering expenses payable by Vista. The offering
is expected to close on March 9, 2026, subject to the satisfaction of customary closing conditions, including the approval of the
NYSE American and the Toronto Stock Exchange. In addition, Vista has granted the underwriters a 30-day option to purchase up to an additional
2,340,000 common shares, to cover over-allotments, if any.
The Company intends to allocate the net proceeds
from the offering to advance exploration and development activities at our Mt Todd gold project, a development-stage gold deposit in Australia’s
Northern Territory, and for general corporate purposes.
CIBC Capital Markets is acting as the sole bookrunner
for the offering and BMO Capital Markets, Raymond James, H.C. Wainwright & Co. and Tamesis Partners are co-managers for the offering.
This offering is being made pursuant to an effective
shelf registration statement on Form S-3 (No. 333-282706) (including a base prospectus) previously filed with the U.S. Securities
and Exchange Commission (the “SEC”) on October 17, 2024, and declared effective on November 8, 2024. The common
shares may be offered only by means of a prospectus supplement and the accompanying base prospectus that form a part of the registration
statement. A final prospectus supplement and the accompanying base prospectus relating to and describing the terms of the proposed offering
of common shares will be filed with the SEC. Before investing, prospective investors should read the final prospectus supplement, the
accompanying base prospectus and the documents incorporated by reference therein for more complete information about the Company and
the offering. Copies of the final prospectus supplement, when available, and the accompanying base prospectus relating to the offering
may be accessed for free on the SEC’s website at www.sec.gov or obtained by contacting CIBC Capital Markets,
161 Bay Street, 5th Floor, Toronto, ON M5J 2S8, by telephone: 1(416) 956-6378, or by email: mailbox.usprospectus@cibc.com, BMO Nesbitt
Burns Inc., Attn: Brampton Distribution Centre C/O The DATA Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2, by telephone:
905-791-3151 Ext. 4312, or by email: at torbramwarehouse@datagroup.ca, H.C. Wainwright & Co., LLC, Attention: Prospectus Department,
430 Park Avenue, New York, NY 10022, by email: HCWprospectus@hcwco.com, Raymond James Ltd, Suite 2100, 925 West Georgia St, Vancouver,
BC V6C 3L2, Attn: Belinda Betonio and Tamesis Partners LLP, 16 Berkeley Street, London W1J 8DZ.
In addition, the offering is being made in each
of the Provinces of Canada, except for Quebec, in reliance on the “listed issuer financing” exemption from the prospectus
requirements available under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as modified by Coordinated
Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. There is an amended
and restated offering document related to the offering (the “Offering Document”) that can be accessed under the Company’s
profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.vistagold.com. Prospective investors
should read this Offering Document before making an investment decision.
The Company intends to rely upon the exemption
set forth in Section 602.1 of the TSX Company Manual in connection with the offering, which provides that the TSX will not apply
its standards to certain transactions involving eligible interlisted issuers on a recognized exchange.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
All amounts in this press release are in U.S.
dollars.
About Vista Gold Corp.
Vista holds the Mt Todd gold project, a leading
development-stage gold deposit located in the Tier-1 mining jurisdiction of Northern Territory, Australia.
Mt Todd offers strong project economics, significant
initial production, and compelling expansion and exploration upside. The Mt Todd gold project benefits from advanced local infrastructure,
multiple development scenarios, and broad community support, underpinning its potential to become a long-lived, globally significant gold
operation.
For further information about Vista or Mt Todd,
please contact Pamela Solly, Vice President of Investor Relations, at (720) 981-1185.
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 statements with respect to the expected closing date for the offering, the use of proceeds from the offering; and our beliefs
and expectations regarding the Mt Todd gold project and other such matters 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 understanding and belief of the current market conditions, approved business plans, exploration
and assay results, results of our test work for process area improvements, mineral resource and reserve estimates and results of preliminary
economic assessments, prefeasibility studies and feasibility studies on our projects, if any, our experience with regulators, and positive
changes to current economic conditions and the price of gold. When used in this press release or otherwise, 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, our ability to price and complete the offering
at terms acceptable to us, risks related to the development of the Mt. Todd gold project, uncertainty of resource and reserve estimates,
uncertainty as to the Company’s future capital costs, operating costs, non-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 the Company’s
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
on February 28, 2025, 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.
