VGZ Vista Gold Corp

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: February 27, 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)

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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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Securities registered pursuant to Section 12(b) of the Exchange Act:

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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 ☐

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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

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On February 27, 2024, Vista Gold Australia Pty. Ltd. (“Vista Australia”), a wholly-owned subsidiary of Vista Gold Corp. (the “Company”), received the second instalment in the amount of $7 million as set out in the Royalty Agreement between Vista Australia and Wheaton Precious Metals (Cayman) Co., an affiliate of Wheaton Precious Metals Corp. (“Wheaton”) dated December 13, 2023 (the “Royalty Agreement”) and as described in Item 1.01 in the Company’s Current Report on Form 8-K as filed with the Commission on December 15, 2023, which description is incorporated herein by reference.

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As a condition of the second instalment, Vista Australia and Wheaton entered into a General Security Deed (“Deed”), providing for, among other things, a mortgage on the mineral tenements that comprise the Company’s Mt Todd gold project. Pursuant to the terms of the Deed, Vista Australia granted the security interest to Wheaton on the Collateral, as defined in the Deed, as security for the payment by Vista Australia of amounts under the Royalty Agreement.

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The foregoing is a summary description of the terms and conditions of the second instalment and the Deed and is qualified in its entirety by reference Deed, a copy of which is filed as Exhibit 10.1 to this Form 8-K.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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The information set forth in Item 1.01 hereof is hereby incorporated by reference into this Item 2.03.

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Item 7.01 Regulation FD

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On February 28, 2024, the Registrant issued a press release announcing the receipt of the $7 million second instalment payment under the Royalty Agreement. A copy of the press release is attached to this report as Exhibit 99.1

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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 “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.

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Item 9.01  Exhibits

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* - Portions of this Exhibit (indicated with [***]) have been omitted pursuant to Item 601(b)(10)(iv) as the registrant has determined that (i) the omitted information is not material and (ii) the omitted information is the type that the Registrant treats as private or confidential.

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**The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with,  the SEC, pursuant to Regulation FD.

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SIGNATURES

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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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Exhibit 10.1

Execution Version

PORTIONS OF THIS EXHIBIT (INDICATED WITH [***]) HAVE BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) AS THE REGISTRANT HAS DETERMINED THAT (I) THE OMITTED INFORMATION IS NOT MATERIAL AND (II) THE OMITTED INFORMATION IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

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General security deed

Vista Gold Australia Pty Ltd

Grantor

Wheaton Precious Metals (Cayman) Co., a company incorporated in the Cayman Islands

Secured Party

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Clayton Utz

Level 27 QV.1

250 St Georges Terrace

Perth WA 6000

GPO Box 9806

Perth WA 6848

Tel+61 8 9426 8000

Fax+61 8 9481 3095

www.claytonutz.com

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Our reference 15336/22967/81033424

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Contents

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General security deed

Date

Wheaton Precious Metals (Cayman) Co., a company incorporated in the Cayman Islands (Secured Party)

Operative provisions

In this document:

Collateral means, in relation to the Grantor all present and after acquired property in respect of which the Grantor has at any time sufficient rights to grant a security interest, including all of the following:

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in any case, in respect of or in connection with any Marketable Security forming part of the Collateral; and

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It includes money by way of principal, interest, fees, costs, indemnities, charges, duties or expenses or payment of liquidated or unliquidated damages under or in connection with a Transaction Document, or as a result of a breach of or default under or in connection with a Transaction Document.

Where an Obligor would have been liable but for its deregistration, or a compromise, deed of arrangement, amalgamation, administration, reconstruction, winding up, dissolution, assignment for the benefit of creditors, arrangement or compromise with creditors or bankruptcy or a set-off claimed by it, it will be taken still to be liable.

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In this document:

and unless the context indicates a contrary intention:

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Unless specified otherwise in this document, all statements or references to dollar amounts in this document are to US dollars.

The Secured Party will not be deemed by virtue of this document to have assumed any obligation of the Grantor or any other person under any law.

The Grantor and Secured Party agree that to the maximum extent permitted by law any provision of the Mining Act which is deemed to be incorporated into this document by that Act is expressly excluded.

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This security interest will operate as a first ranking security subject only to any Priority Encumbrance.

If the Minister's consent is required under the Mining Act before the relevant Mining Mortgage can take effect:

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The Grantor may do any of the following in the ordinary course of the Grantor’s ordinary business unless it is prohibited from doing so by another provision in the Royalty Agreement:

If a Control Event occurs in respect of any Collateral then automatically:

If any Collateral is not, or ceases to be, a Revolving Asset, and becomes subject to a fixed charge under this clause 3, the Secured Party may give the Grantor a notice stating that, from a date specified in the notice, the Collateral specified in the notice is a Revolving Asset, or becomes subject to a floating charge. This may occur any number of times.

Any inventory which is not, or ceases to be, a Revolving Asset is specifically appropriated to the security interest under this document. The Grantor may not remove it without obtaining the specific and express authority of the Secured Party to do so.

The Grantor represents and warrants to the Secured Party that:

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Each representation and warranty in this document will be repeated on each day that a representation or warranty is given or taken to be repeated under the Royalty Agreement with reference to the facts and circumstances then continuing, as if made on each such day.

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The Grantor will pay the Secured Money in the manner provided in this document or in any other Transaction Document.

The Grantor will ensure that no Event of Default occurs. Without affecting the liability of the Grantor or any Power in any other respect (including where a breach of this clause 5.2 is a breach of any other provision of any Transaction Document), the Grantor is not liable in damages for a breach of its obligations under this clause 5.2 but the Secured Party may exercise the Powers following any breach of this clause 5.2, during the period the Event of Default is continuing.

deliver to the Secured Party:

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unless the relevant title documents are required to be delivered to the holder of a Priority Encumbrance.

the value of the Marketable Securities forming part of the Collateral.

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The Grantor will:

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any variation or abrogation of the rights and privileges attaching to any Marketable Securities forming part of the Collateral in any way which would, or would be reasonably likely to, adversely affect the value of the Marketable Securities forming part of the Collateral.

If the Secured Party or its nominee becomes the registered holder of any of the Marketable Securities forming part of the Collateral, the Grantor will indemnify and keep indemnified the Secured Party against any money payable or other liability arising in relation to those Marketable Securities except to the extent the money is payable or other liability arises directly from the gross negligence, wilful misconduct or fraud of the Secured Party.

At the request of the Secured Party, which may be made at any time while an Event of Default is continuing, the Grantor will pay to the Secured Party, or as it directs in writing, the following:

in relation to any Marketable Security forming part of the Collateral.

If requested by the Secured Party, the Grantor will use all reasonable efforts to cause:

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While any Event of Default is continuing, at the option of the Secured Party and despite any delay or previous waiver of the right to exercise that option:

If more than one person is appointed as a Receiver, the Secured Party may at its option specify whether the appointment and the Powers of each appointee will be joint or joint and several. If no specification is made, the appointment and the Powers of each appointee will be joint and several.

The Secured Party may fix or vary the remuneration of any Receiver.

Each Receiver will be the agent of the Grantor. The Grantor will be solely responsible for all acts and omissions by, and the remuneration of, each Receiver.

Without the need for any consent from the Grantor or any other person, each Receiver will have all of the following powers:

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and any further powers as the Secured Party confers on a Receiver by notice in writing to that Receiver (all of which Powers may be exercised without notice, demand or lapse of time being necessary unless required by a law which cannot be excluded).

The Secured Party may give any indemnities to any Receiver concerning the performance of that Receiver's duties as are permitted by law. If the Secured Party is obliged to pay any money under any indemnity, that money will become part of the Secured Money.

While any Event of Default is continuing, the Secured Party may without notice and whether or not a Receiver has been appointed:

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The Secured Party and each Receiver may exercise any of the Powers in conjunction with the exercise of similar powers by the holder of any other Encumbrance over the Collateral or by any receiver or receiver and manager appointed by that other holder and may enter into and give effect to agreements and arrangements with that other holder, receiver or receiver and manager as the Secured Party or the relevant Receiver thinks fit.

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If the Grantor defaults in satisfying any of its obligations under any Transaction Document, the Secured Party may, without prejudice to any other Power, do all things and pay all money necessary or expedient in the opinion of the Secured Party to make good or to attempt to make good that default to the satisfaction of the Secured Party. The Grantor will take all steps which the Secured Party, acting reasonably, requests to facilitate the exercise by the Secured Party of its rights under this clause 8.4. The Secured Party will not be a mortgagee, chargee or secured party in possession simply as a result of the exercise of its rights under this clause 8.4.

To the extent the law permits:

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However, nothing in this clause prohibits the Secured Party or any Receiver from giving a notice under the PPSA or any other law.

If the Secured Party exercises a Power in connection with this document, that exercise will be taken to be an exercise of the Power under the general law unless the Power is only available under the PPSA or the Secured Party states otherwise at the time of exercise.

All money received by the Secured Party or by any Receiver as a result of the exercise of the Powers and all other proceeds of enforcement under this document will be applied in the following order:

If there is any conflict between this clause 9.1 and the Royalty Agreement, this clause 9.1 prevails.

In applying any money towards satisfaction of the Secured Money in the manner contemplated by clause 9.1, the Grantor will be credited only with as much of the money available for that purpose as is actually received by the Secured Party or any Receiver and is not required to be disgorged. Any credit will date from the time of receipt.

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The Secured Party and each Receiver has an absolute discretion to apply any money received as a result of the exercise of any Power or which is the proceeds of enforcement of this document (and which is to be applied in payment of the Secured Money) in reduction of any part or parts of the Secured Money, whenever and on whatever account it became secured, despite any principle or presumption of law to the contrary or any direction given at the time of receipt and without the need to communicate its election to any person.

In making any payment to the holder of any other Encumbrance as contemplated by clause 9.1, the Secured Party and each Receiver may rely on a certificate from that holder as to the amount secured by the relevant Encumbrance and is not bound to inquire as to the accuracy of the certificate or whether the amount referred to is validly secured by the Encumbrance.

This document constitutes a continuing obligation regardless of any settlement of account, intervening payment, express or implied revocation or any other matter or thing.

No grant of full or partial satisfaction of or discharge from this document by the Secured Party will, unless it expressly provides otherwise, release the Grantor from personal liability under this document or under any other Transaction Document until none of the Secured Money is owing (whether actually, contingently or prospectively).

If:

in either case in reliance on a payment, receipt or other transaction to or in favour of the Secured Party; or

then:

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The liability of the Grantor under this document:

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The Secured Party is not required to:

in any case, before making any demand on the Grantor under this document or otherwise enforcing this document.

The Secured Party will be under no obligation to grant a release of the Collateral from this document unless at the time the release is to be provided, none of the Secured Money is owing (whether actually, contingently or prospectively).

The Grantor waives in favour of the Secured Party:

Neither the Secured Party nor any Receiver will be liable or otherwise accountable for any act, omission, delay, mistake, loss or irregularity in or concerning the exercise, attempted exercise, non-exercise or purported exercise of any Power, except for its own gross negligence, fraud or wilful misconduct.

Neither the Secured Party nor any Receiver will, by reason of the Secured Party or that Receiver entering into possession of the Collateral, be liable to account as mortgagee or secured party in possession, for any loss on realisation or for any default, omission, delay or mistake for which a mortgagee or secured party in possession might be liable. The liability of the Secured Party and of each Receiver will be for actual receipts only.

The Secured Party and each Receiver may exercise any Power, even though the exercise of that Power involves a conflict between any duty owed to the Grantor by the Secured Party or that Receiver and any duty owed by the Secured Party or that Receiver to any other person or the interests of the Secured Party or that Receiver. No contract will be void or voidable by virtue of that conflict of duty or interest nor will the Secured Party or Receiver be liable to account to the Grantor or any other person for any money or property as a result of that conflict.

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The Secured Party need not:

The Grantor will on demand indemnify and keep the Secured Party, any Receiver and any Delegate indemnified in respect of all Costs and Taxes incurred by the Secured Party, any Receiver or any Delegate:

and the Grantor will defend all actions, proceedings, claims or demands brought by any person in relation to any matter the subject of this indemnity, unless arising from the Secured Party’s gross negligence or wilful misconduct.

Section 12.5 (GST) of the Royalty Agreement applies to this document as if set out in full, with any necessary changes.

No person acquiring any money or asset from or paying or handing over any money or asset to or otherwise dealing with the Secured Party, any Receiver or any Delegate, or to whom is tendered for registration an instrument executed by the Secured Party, any Receiver or any Delegate, will be:

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and:

The Grantor will pay the Secured Money to the Secured Party in Dollars or in any other currency specified in the relevant Transaction Document in immediately available funds not later than 11.00 am in the place of payment on the due date (or if no due date is specified, on the date of demand by the Secured Party) and in compliance with any other requirements of the Transaction Documents.

In determining the amount of the Secured Money, no credit need be allowed by the Secured Party for any credit balance in any joint or other account of the Grantor with the Secured Party, or for any other money owing by the Secured Party to the Grantor.

If the liability of the Grantor to pay any of the Secured Money becomes merged in any judgment or order, the Grantor will as an independent obligation pay, in accordance with the Transaction Documents, interest at the rate which is the higher of that payable under the Transaction Documents and that fixed by or payable under the judgment or order.

This document is governed by the law applying in the Northern Territory.

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The Grantor irrevocably:

Section 13.6 (Notices) of the Royalty Agreement applies to this document as if set out in this document in full, with any necessary changes.

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Each Power is cumulative and in addition to each other Power available to the Secured Party or any Receiver.

A consent required under this document from the Secured Party may be given or withheld, or may be given subject to any conditions, as the Secured Party (in its absolute discretion) thinks fit, unless this document expressly provides otherwise.

Time is of the essence in respect of the Grantor's obligations under this document.

This document binds and is enforceable against the Grantor who executes it despite:

This document may be executed in any number of counterparts by or on behalf of a party and by the parties in separate counterparts. Each counterpart constitutes the deed of each party who has executed and delivered that counterpart.

Without limitation, the parties:

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The Secured Party may, at the Grantor’s expense, apply for any registration, or give any notification, in connection with this document in the manner prescribed by law with the relevant Governmental Authority (including under the Mining Act). The Grantor consents to any such registration or notification and agrees not to make an amendment demand.

under this document in any way permitted by the Transaction Documents.

This document and the Powers are in addition to and do not merge with, postpone, lessen or otherwise prejudicially affect any other Transaction Document or any other right, power, authority, discretion, remedy or privilege of the Secured Party.

The Grantor authorises the Secured Party to complete any blanks in this document or any document, of any nature, entered into or executed by the Grantor in connection with this document.

Section 7.5 (Confidentiality) of the Royalty Agreement applies to this document as if set out in full.

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Initial Marketable Securities

Nil.

Serial Numbered Property as at the date of this document

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Vehicle Asset List

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Executed as a deed.

Grantor

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Secured Party

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Exhibit 99.1

Vista Gold Corp. Announces Receipt of the $7 Million Second Instalment Payment Under

Wheaton Precious Metals Royalty

Denver, Colorado, February 28, 2024 – Vista Gold Corp. (NYSE American and TSX: VGZ) (“Vista” or the “Company”) is pleased to announce that its wholly-owned subsidiary, Vista Gold Australia Pty. Ltd. (“Vista Australia”) has received the second instalment payment of $7 million (“Second Instalment”) under the royalty agreement between Vista Australia and Wheaton Precious Metals (Cayman) Co., an affiliate of Wheaton Precious Metals Corp. (“Wheaton”) dated December 13, 2023 (“Royalty Agreement”), in relation to the Company’s Mt Todd gold project (“Mt Todd” or the “Project”) located in Northern Territory, Australia. All dollar amounts in this news release are in US dollars.

The Second Instalment is part of the $20 million royalty with Wheaton, which will be used to advance Mt Todd and for general corporate purposes. Receipt of the Second Instalment followed satisfaction of certain conditions precedent to this instalment, which included approval from the Australian government Foreign Investment Review Board, registration of security interests pursuant to a general security deed between Vista Australia and Wheaton, providing for, among other things, a mortgage on the mineral tenements that comprise Mt Todd, and satisfaction of other customary conditions, representations and warranties. The final instalment of $10 million is to be received six months from the date of the first instalment provided Vista Australia has commenced a designated drilling program at Mt Todd and satisfied other customary conditions, representations and warranties. The principal terms of the Royalty Agreement are as described in the Company’s news release dated December 14, 2023. See News Release.

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 demonstrates multiple opportunities to add value through growth of mineral resources, staged development, 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 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, including such things as the final instalment of $10 million is to be received six months from the date of the first instalment providing Vista Australia has commenced a designated drilling program at Mt Todd and satisfied other customary conditions, representations, and warranties; our belief that Mt Todd is one of the largest development stage opportunities in Australia and demonstrates compelling economics; our belief that Mt Todd benefits from its location in a leading mining jurisdiction; and our belief that Mt Todd demonstrates multiple opportunities to add value through growth of mineral resources, staged development, and other de-risking activities 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 news 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; political and social support of the mining industry in Australia; our experience and knowledge of the Australian mining industry and our expectations of economic conditions and the price of gold. When used in this news 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; 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 in February 2023, subsequent Quarterly Reports on Form 10-Q, 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.