8-K
Vista Gold Corp (VGZ)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 May 5, 2020
(Date of earliest event reported)
VISTAGOLD CORP.****(Exact Name of Registrant as Specified in Charter)
British Columbia, Canada(State or Other Jurisdiction of Incorporation)
| 1-9025<br><br> <br>(Commission File Number) | Not Applicable<br><br> <br>(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<br>pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications<br>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 2.02 Results of Operationand Financial Condition
Management Conference Call
On May 5, 2020, Vista Gold Corp. (the “Registrant”), announced that a conference call with management to review its financial results for the first quarter ended March 31, 2020 and to discuss corporate and project activities is scheduled for May 8, 2020 at 10:00 am MDT.
Participant Toll Free: 888-378-4413
Participant International: 647-792-1280
Conference ID: 7842578
This call will be archived and available at www.vistagold.com after May 8, 2020. Audio replay will be available for 21 days by calling toll-free in North America: 888-203-1112.
If you are unable to access the audio or phone-in on the day of the conference call, please email your questions to ir@vistagold.com.
In accordance with General Instruction B.2 of Form 8-K, the information in this Form 8-K (including Exhibit 99.1) is being “furnished,” and shall not be deemed “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 7.01 Regulation FD
On May 5, 2020, the Registrant issued a press release announcing receipt of the $2.4 million Awak Mas option payment.
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 Exchange Act 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 May 5, 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 5, 2020 | By: | /s/Frederick H. Earnest |
| Frederick H. Earnest | ||
| President and Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated May 5, 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
| 7961 Shaffer Parkway<br><br><br><br>Suite 5<br><br><br><br>Littleton, CO 80127<br><br><br><br>Phone: 720-981-1185 | Trading Symbol: VGZ<br><br><br><br>NYSE American and TSX Stock Exchanges |
|---|---|
| NEWS | |
| --- |
VistaGold Corp. Receives $2.4 Million Awak Mas Option Payment
Denver, Colorado, May 5, 2020 – Vista Gold Corp. (NYSE American and TSX: VGZ) (“Vista” or the “Company”) today announced receipt of $2.4 million from PT Masmindo Dwi Area (“PT Masmindo”) to exercise its option to cancel 50% of the Awak Mas net smelter return (“NSR”) royalty. Management has also scheduled a conference call on May 8, 2020 at 10:00 am MT to discuss first quarter 2020 financial results and provide a general corporate update.
Vista holds an NSR royalty on the Awak Mas project in Indonesia. During 2019, Vista and PT Masmindo amended the original royalty agreement to grant PT Masmindo the right to cancel the NSR royalty held by Vista (see news releases November 4, 2019 and April 30, 2020). Receipt of this payment cancels 50% of the NSR royalty, and PT Masmindo retains the right to cancel the remaining 1.0% NSR royalty on the first 1,250,000 ounces of gold produced and 1.25% NSR royalty on the next 1,250,000 ounces of gold produced for an additional payment of $2.5 million by April 30, 2021. If PT Masmindo does not make the $2.5 million payment by April 30, 2021, Vista will retain the remaining royalty interest and can pursue alternative monetization strategies.
Frederick H. Earnest, President and Chief Executive Officer, commented, “We are pleased to have received the first of two option payments from PT Masmindo related to the cancelation of Vista’s Awak Mas NSR royalty. The $2.4 million strengthens our balance sheet as we advance our activities to seek a strategic partner for the construction and development of our Mt Todd Gold Project. Our efforts to monetize other non-core assets are ongoing.”
Management Conference Call
A conference call with management to review our financial results for the first quarter ended March 31, 2020 and to discuss corporate and project activities is scheduled for May 8, 2020 at 10:00 am MDT.
Participant Toll Free: 888-378-4413
Participant International: 647-792-1280
Conference ID: 7842578
This call will be archived and available at www.vistagold.com after May 8, 2020. Audio replay will be available for 21 days by calling toll-free in North America: 888-203-1112.
If you are unable to access the audio or phone-in on the day of the conference call, please email your questions to ir@vistagold.com.
All dollar amounts in this press release are in U.S. dollars.
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 5^th^ largest gold producer on an annual basis.
For further information, please contact Pamela Solly, Vice President of Investor Relations, 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 other future option payments for the Awak Mas project and our ongoing efforts to monetize non-core assets 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: 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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