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

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FORM 8-K

CURRENT REPORT

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

Date of Report: April 29, 2025

(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 5.07. Submission of Matters to a Vote of Security Holders

Results of Annual General Meeting of Shareholders

On April 29, 2025, Vista Gold Corp. (the “Corporation”) held its annual general and special meeting of shareholders at 10:00 a.m. (PDT). A total of 70,162,716 common shares in the capital of the Company (“Common Shares”) were represented at the meeting, being 56.38% of the Common Shares issued and outstanding on the record date for the meeting.

Detailed results for the ballot votes are as follows:


Election of Directors	Votes For	Votes Withheld/ Abstain	Broker Non-Votes
John M. Clark	38,670,905	2,898,955	28,612,856
Frederick H. Earnest	38,398,134	3,171,726	28,612,856
Deborah J. Friedman	38,661,098	2,908,762	28,612,856
Patrick F. Keenan	38,726,208	2,843,652	28,612,856
Tracy A. Stevenson	38,600,395	2,969,465	28,612,856
Michel Sylvestre	38,636,074	2,933,786	28,612,856

Proposal

Votes For

Withheld/

Abstain

Against

Broker Non-Votes

Approve Appointment of Davidson & Company LLP

68,594,003

1,588,713

Proposal

Votes For

Withheld/

Abstain

Against

Broker Non-Votes

Advisory Vote on Executive Compensation

37,744,546

424,582

3,400,732

28,612,856

Proposal

Votes For

Withheld/

Abstain

Against

Broker Non-Votes

Approve All Unallocated Awards Under the Corporation’s Long Term Equity Incentive Plan

37,297,029

340,735

3,932,096

28,612,856

Proposal

Votes For

Withheld/

Abstain

Against

Broker Non-Votes

Approve All Unallocated Awards Under the Corporation’s Deferred Stock Unit Plan

37,332,270

337,162

3,900,428

28,612,856

All nominees for election to the Corporation’s Board of Directors were elected to the Board of Directors and will serve until the Corporation’s 2026 annual general and special meeting of shareholders or until successors are duly elected and qualified. In addition, at the Meeting, shareholders appointed Davidson & Company LLP as auditors of the Company for the fiscal year ending December 31, 2025, and passed ordinary resolutions to approve, on an advisory basis, the compensation of the Corporation’s Named Executive Officers, all unallocated awards under the Company’s Long Term Equity Incentive Plan, and all unallocated awards under the Company’s Deferred Share Unit Plan.

Item 7.01 Regulation FD

On April 29, 2025, the Registrant issued a press release announcing the voting results from its annual general and special meeting of shareholders held on Tuesday, April 29, 2025 in Vancouver, British Columbia.

A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 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 Securities Exchange Act of 1934, as amended 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.

Item 9.01 Exhibits


Exhibit Number		Description

99.1		Press Release, dated April 29, 2025.*
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 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 Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

VISTA GOLD CORP.
(Registrant)

Dated: April 29, 2025

By: /s/ Frederick H. Earnest

Frederick H. Earnest

President and Chief Executive Officer

Exhibit 99.1

Vista Gold Announces Voting Results from Annual General and Special Meeting of Shareholders

Denver, Colorado, April 29, 2025 - Vista Gold Corp. (“Vista” or the “Company”) (NYSE American and TSX: VGZ) today announced the voting results from its annual general and special meeting of shareholders held on Tuesday, April 29, 2025 (the “AGM” or “Meeting”).

A total of 70,182,716 common shares in the capital of the Company (“Common Shares”) were represented at the meeting, being 56.39% of the Common Shares. Detailed results for the ballot votes for the election of directors are as follows:

Proposal	Votes For %	Votes Withheld %
Election of John M. Clark as Director	93.03	6.97
Election of Frederick H. Earnest as Director	92.37	7.63
Election of Deborah J. Friedman as Director	93.00	7.00
Election of Patrick F. Keenan as Director	93.16	6.84
Election of Tracy A. Stevenson as Director	92.86	7.14
Election of Michel Sylvestre as Director	92.94	7.06

In addition, at the Meeting, shareholders appointed Davidson & Company LLP as auditors of the Company and passed ordinary resolutions to approve on an advisory basis, the compensation of the Company’s Named Executive Officers, all unallocated awards under the Company’s Long Term Equity Incentive Plan, and all unallocated awards under the Company’s Deferred Share Unit Plan.

About Vista Gold Corp.

Vista holds the Mt Todd gold project, a ready-to-build development-stage gold deposit located in the Tier-1 mining jurisdiction of Northern Territory, Australia. Mt Todd is a leading development opportunity within the gold sector. The Project offers significant scale, development optionality, growth opportunities, advanced local infrastructure, community support, and demonstrated economic feasibility. All major environmental and operating permits necessary to initiate development of Mt Todd are in place.

Vista continues to explore and evaluate diverse strategic pathways to create long-term value and to deliver a more fully valued project to its shareholders.

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, including such things as the Company’s belief that Mt Todd is a ready-to-build development-stage gold deposit and that the Northern Territory, Australia is a Tier-1 jurisdiction; the Company’s belief that Mt Todd is a leading development opportunity within the gold sector; the Company’s belief that the Project offers significant scale, development optionality, growth opportunities, advanced local infrastructure, community support, and demonstrated economic feasibility; the Company’s belief that all major environmental and operating permits necessary to initiate development of Mt Todd are in place; and statements related to the Company’s strategy, including that the Company continues to explore and evaluate diverse strategic pathways to create long-term value and to deliver a more fully valued project to its shareholders. The material factors and assumptions used to develop the forward-looking statements and forward-looking information contained in this news release include the following: the Company’s forecasts and expected cash flows; the Company’s projected capital and operating costs; the Company’s expectations regarding mining and metallurgical recoveries; mine life and production rates; that laws or regulations impacting mine development or mining activities will remain consistent; the Company’s approved business plans, mineral resource and reserve estimates and results of preliminary economic assessments; preliminary feasibility studies and feasibility studies on the Company’s projects, if any; the Company’s experience with regulators; political and social support of the mining industry in Australia; the Company’s experience and knowledge of the Australian mining industry and the Company’s 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 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 in February 2025, and other documents filed with the U.S. Securities and Exchange Commission and Canadian securities regulatory authorities. Although the Company has 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, the Company assumes no obligation to publicly update any forward-looking statements or forward-looking information whether as a result of new information, future events or otherwise.