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)

(Exact Name of Registrant as Specified in Charter)

British Columbia, Canada
(State or Other Jurisdiction of Incorporation)

(Commission File Number)

Not Applicable
(IRS Employer Identification No.)

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:


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


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 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*


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 5.02 is being filed with the SEC, pursuant to Regulation FD.


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.


Dated:  March 14, 2023

By: /s/ Frederick H. Earnest

Frederick H. Earnest

President and Chief Executive Officer

Vista Gold (AMEX:VGZ)
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