Vista Gold Corp 8-K, filed May 4, 2020
Vista Gold Corp (VGZ)
About this 8-K
Vista Gold Corp filed this 8-K on May 4, 2020, reporting on events of April 30, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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: April 30, 2020
(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.) |
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 | 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 7.01 Regulation FD
On April 30, 2020, the Registrant issued a press release that announced PT Masmindo Dwi Area provided the necessary notice to Vista to exercise the option to cancel half of the Awak Mas net smelter return royalty in consideration of a $2.4 million cash payment to Vista by May 8, 2020.
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
99.1 Press Release dated April 30, 2020*
*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: May 4, 2020 | By: | /s/ Frederick H. Earnest |
| Frederick H. Earnest | ||
| Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press Release dated April 30, 2020* |
*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
Exhibit 99.1
| NEWS |
Vista Gold Corp. to Receive $2.4 Million for 50% of Awak Mas Royalty from Exercise of Option
Denver, Colorado, April 30, 2020 – Vista Gold Corp. (NYSE American and TSX: VGZ) (“Vista” or the “Company”) today announced that PT Masmindo Dwi Area (“PT Masmindo”) provided the necessary notice to Vista to exercise the option to cancel half of the Awak Mas net smelter return (“NSR”) royalty in consideration of a $2.4 million cash payment to Vista by May 8, 2020.
Vista holds an NSR royalty on the Awak Mas project in Indonesia. During 2019, Vista and PT Masmindo amended the original royalty agreement to allow PT Masmindo to make a $2.4 million payment to Vista by April 30, 2020 to cancel a 1% NSR on the first 1,250,000 ounces produced at Awak Mas and a 1.25% NSR on the next 1,250,000 ounces produced. The due date for this payment was subsequently amended to May 8, 2020. On April 29, 2020, PT Masmindo provided notice to Vista to exercise the option to cancel the related 1% NSR and 1.25% NSR upon making a payment of $2.4 million, which the Company expects to receive by May 8, 2020. Upon receipt of the $2.4 million payment, PT Masmindo will then have the right to cancel the remaining 1% NSR and 1.25% NSR for an additional payment of $2.5 million by April 30, 2021. If PT Masmindo does not make the $2.4 million payment by May 8, 2020, Vista will retain the full royalty interests and can pursue alternative monetization strategies.
Frederick H. Earnest, President and Chief Executive Officer of Vista, stated, “The notice provided by PT Masmindo to cancel 50% of the Awak Mas NSR royalty is another example of Vista’s priority to monetize non-core assets and to maintain Vista’s financial stability. When received, the $2.4 million payment will strengthen Vista’s balance sheet and provide an important source of working capital for the next twelve months. Looking ahead, should PT Masmindo choose to exercise the remainder of its option and cancel the other half of the Awak Mas NSR royalty, Vista could expect to receive an additional $2.5 million in twelve months.”
About Vista Gold Corp.
The Company is a gold project developer. The Company’s principal asset is its flagship Mt Todd gold project in Northern Territory, Australia. Mt Todd is the largest undeveloped gold project in Australia and as presently designed, is expected to be Australia’s 5th largest gold producer on an annual basis.
For further information, please contact the Company at (720) 981-1185.
Forward Looking Statements
This press 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 press release that address activities, events or developments that we expect or anticipate will or may occur in the future, including the receipt of the $2.4 million cash payment to be made to Vista by May 8, 2020 by PT Masmindo and any other future option payments for the Awak Mas project 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 press release include the following: our assumption that PT Masmindo will make the $2.4 million cash payment when due; there are no changes to laws or regulations impacting mine development or mining activities, our assumptions with respect to the current economic conditions, the price of gold and current market conditions. When used in this press release, the words “expect,” “intend,” “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, risks relating to political and economic instability; changes to laws or regulations impacting mine development or mining activities, uncertainty regarding current economic conditions, the price of gold and current market conditions; 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 on February 26, 2020 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.
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