Current Report Filing (8-k)
March 14 2023 - 01:01PM
Edgar (US Regulatory)
0000783324false00-000000000007833242023-03-102023-03-10
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:
March 10, 2023
(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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1-9025
(Commission File Number)
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Not Applicable
(IRS Employer Identification No.)
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7961 Shaffer Parkway,
Suite 5,
Littleton,
colorado
80127
(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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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange
Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares
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VGZ
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NYSE American
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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 ☐
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.
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Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers
On March 10, 2023, Michael Richings, Chair of the Board and Thomas
Ogryzlo, director, informed the Board of Directors of Vista Gold
Corp. (the “Company”) of their intent to retire upon the completion
of their terms at the Company’s Annual General and Special Meeting
of Shareholders (“AGM”) to be held on April 27, 2023 and as such
would not stand for re-election at the AGM. Effective as of the
conclusion of the AGM, the Board of Directors has approved
decreasing the number of directors of the Company from seven to
five. The retirement of Mr. Richings and Mr. Ogryzlo was not as a
result of any disagreement with the Board or management of the
Company regarding any matter relating to the Company’s operations,
policies or practices.
Item 7.01 Regulation FD
On March 14, 2023, the Registrant issued a press release that
announced the retirement of Michael Richings and Tomas Ogryzlo
effective as of the April 27, 2023, following the AGM. In
accordance with General Instruction B.2 of Form 8-K, the
information in this Form 8-K (including Exhibit 99.1) is being
“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 Exhibits
99.1Press
Release, dated March 14, 2023*
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104
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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.
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*The Exhibit relating to Item 5.02 is being 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.
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VISTA GOLD CORP.
(Registrant)
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Dated: March 14,
2023
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By:
/s/ Frederick H. Earnest
Frederick H. Earnest
President and Chief Executive Officer
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