8-K

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 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)

7961Shaffer 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:

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

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 March 30, 2020, the Registrant issued a press release that announced its annual general and special meeting of shareholders (the “Meeting”), which was originally to be held in Vancouver, B.C. will now be held at the Company’s office at 7961 Shaffer Parkway, Suite 5, Littleton, Colorado 80127. The date and time of the Meeting remains unchanged and will be held on April 30, 2020 at 11:00 am MDT/10:00 am PDT.

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

*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.

EXHIBIT INDEX

*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

Vista Gold Corp. Changes the Locationof its 2020 Annual General andSpecial Meeting of Shareholders

Denver, Colorado, March 30, 2020 – Vista Gold Corp. (NYSE American and TSX: VGZ) (“Vista” or the “Company”) today announced that, in response to the ongoing global coronavirus pandemic (“COVID-19”), its annual general and special meeting of shareholders (the “Meeting”), which was originally to be held at 10:00 am PDT in Vancouver, B.C. will now be held at the Company’s office at 7961 Shaffer Parkway, Suite 5, Littleton, Colorado 80127 at the same time (11:00 am MDT/10:00 am PDT). The date of the Meeting remains unchanged and will be held on April 30, 2020.

Due to the ongoing public health impact of COVID-19 and to mitigate risks to the health and well-being of our employees, shareholders, communities, and other stakeholders, the Company strongly discourages shareholders from physically attending the Meeting. In light of the rapidly evolving news and guidelines relating to the COVID-19 pandemic, Vista requests that all shareholders comply with guidelines and orders of local government agencies and health officials.

If you would like to join the Meeting by telephone, please contact Pamela Solly, Vice President of Investor Relations, at (720) 877-0132 for further details; however, your votes must be received before the proxy cut-off time as no votes will be taken over the phone during the Meeting.

Frederick H. Earnest, President and Chief Executive Officer of Vista, stated, “The health and safety of our employees, shareholders, communities and stakeholders are paramount to Vista. Due to the ongoing concerns of COVID-19, it is with regret, but in accordance with current public health guidelines, that we strongly discourage shareholders from physically attending the Meeting and ask that all shareholders vote by proxy, phone or online prior to the Meeting. We appreciate the understanding and support of our shareholders during this unprecedented situation.”

Shareholders are reminded and encouraged to vote by proxy, phone or online prior to the Meeting:

Beneficial owners whose shares are registered in the name of an intermediary are reminded to vote by following the instructions provided to them by such intermediary.

Proxies must be received by 10:00 am PDT/11:00 am MDT on April 28, 2020. For additional information on the Meeting, please refer to the Company’s Management Information Proxy Circular as filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml.

The Company will take all reasonable steps necessary to inform all parties involved in the proxy voting infrastructure (such as intermediaries, transfer agents and proxy service providers) of the change in the location for the Meeting.

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.

For further information, please contact the Company at (720) 981-1185.