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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: November 9, 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)
|
001-9025
(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 2.02 Results of Operation and Financial
Condition
On November 9, 2026, Vista Gold Corp. (the
“Registrant” or “Company”) issued a press release announcing its release of financial and operational results
for the quarter ended September 30, 2026 and announcing a management call to discuss the financial results (the “Press Release”).
A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of
Form 8-K, the information in this Form 8-K (including Exhibit 99.1) is being “furnished,” and shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that Section nor shall they be deemed incorporated by reference in any filing made by
the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in
such a filing.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number |
|
Description |
| 99.1* |
|
Press Release dated November 9, 2026 |
| 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 2.02 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: November 9, 2026 |
By: |
/s/
Frederick H. Earnest |
| |
Frederick H. Earnest |
| |
President and Chief Executive Officer |
Exhibit 99.1
 |
8310 S. Valley Highway |
| Suite 300 |
| Englewood, CO 80112 |
| Phone: 720-981-1185 |
| |
Trading
Symbol: VGZ |
| |
NYSE American and TSX Stock Exchanges |
Vista Gold Provides Notice of Third Quarter
2026 Financial Results and Conference Call
Denver, Colorado, November 9,
2026 – Vista Gold Corp. (NYSE American and TSX: VGZ) will release its financial results for the quarter ended September 30,
2026, before the market opens on Thursday, November 12, 2026.
The Company will host a conference call on November 12,
2026, at 8:00 a.m. MST (10:00 a.m. EST) to review financial results for the quarter ended
September 30, 2026 and provide updates on ongoing corporate and project activities.
Participant Toll Free: +1 (800) 717-1738
Participant International: +1 (289) 514-5100
Conference ID: 20627
This call will be archived and available at www.vistagold.com
after November 12, 2026. An audio replay will also be available through November 30, 2026 by calling toll-free in North America
+1 (888) 660-6264 or +1 (289) 819-1325 using passcode 20627#.
About Vista Gold Corp.
Vista Gold holds the Mt Todd gold project, a development-stage
gold deposit located in the favorable mining jurisdiction of Northern Territory, Australia. Mt Todd offers a large gold mineral reserve
with development optionality, expansion opportunities, and exploration upside. With advanced local infrastructure, strong community support,
and demonstrated economic feasibility, Mt Todd has the potential to become a long-lived, globally significant gold operation. For more
information visit www.vistagold.com.
Investor Relations Contact
Pamela Solly
Vice President, Investor Relations
psolly@vistagold.com
+1 720 877 0132
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 are forward-looking
statements and forward-looking information. These forward-looking statements and forward-looking information include, but are not limited
to, statements regarding the anticipated date on which the Company expects to release its financial results for the quarter ended September 30,
2026, and host its related conference call. They also include, but are not limited to, statements regarding the Company’s belief
that Northern Territory, Australia is a favorable mining jurisdiction; the Company’s belief that Mt Todd offers a large gold mineral
reserve with development optionality, expansion opportunities, and exploration upside; and the Company’s belief that Mt Todd has
the potential to become a long-lived, globally significant gold operation.