8-K 1 tm2015181-1_8k.htm FORM 8-K














Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report: April 2, 2020

(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 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 3.02  Unregistered Sales of Equity Securities.


On April 2, 2020, Vista Gold Corp. (the “Company”) executed a stand-alone option agreement pursuant to which the Company agreed to issue to a third-party service provider 50,000 options of the Company for advisory services to be rendered to the Company. Each option is exercisable at a price of US$0.51 for one common share of the Company until March 30, 2025, with 25,000 options vesting immediately and 25,000 options vesting on September 30, 2020. The options were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) based on representations of the service provider.







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: April 6, 2020 By:   /s/ Frederick H. Earnest
  Frederick H. Earnest
  Chief Executive Officer