12 unchanged sentences
OTHER INFORMATION .
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
+Added: Not Applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE .
−Removed: Information concerning our executive officers, directors, Audit Committee, corporate governance, compliance with Section 16(a) of the Exchange Act and Code of Ethics will be contained in our definitive Proxy Statement, to be filed within 120 days after December 31, 2022 pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, for the 2023 Annual Meeting of Stockholders (the “Proxy Statement”) and is incorporated herein by reference.
+Added: Information concerning our executive officers, directors, Audit Committee, corporate governance, compliance with Section 16(a) of the Exchange Act and Code of Ethics will be contained in our definitive Proxy Statement, to be filed within 120 days after December 31, 2023 pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, for the 2024 Annual General and Special Meeting of Shareholders (the “Proxy Statement”) and is incorporated herein by reference.
Code of Business Conduct and Ethics
−Removed: We have a code of business conduct and ethics (the “Code of Ethics”) that applies to all of our employees, officers and directors of the Company and its affiliated entities.
+Added: We have a code of business conduct and ethics (the “Code of Ethics”) that applies to all employees, officers, and directors of the Company and its affiliated entities.
The Code of Ethics is available on our website at www.vistagold.com.
13 unchanged sentences
Report of Independent Registered Public Accounting Firm ( Plante & Moran, PLLC , Denver, Colorado , PCAOB ID 166 ).
+Added: Report of Independent Registered Public Accounting Firm ( Davidson & Company LLP , Vancouver, Canada , PCAOB ID 731 ).
Consolidated Balance Sheets – As of December 31, 2023 and 2022.
20 unchanged sentences
Amendment No.
−Removed: 1 to At-the-Market Offering Agreement dated June 24, 2020, previously filed as Exhibit 1.2 to the Corporation’s Form 8-K dated June 25, 2020 and incorporated herein by reference (File No.
+Added: 1 to At-the-Market Offering Agreement dated June 24, 2020, previously filed as Exhibit 1.2 to the Company’s Form 8-K dated June 25, 2020 and incorporated herein by reference (File No.
Deed of Variation, previously filed as Exhibit 10.1 to the Company’s Form 8-K dated December 2, 2020 and incorporated herein by reference (File No.
−Removed: Amended and Restated Underwriting Agreement previously filed as Exhibit 1.1 to the Corporation’s Form 8-K filed with the Commission on July 12, 2021 and incorporated by reference herein (File No.
+Added: Amended and Restated Underwriting Agreement previously filed as Exhibit 1.1 to the Company’s Form 8-K filed with the SEC on July 12, 2021 and incorporated by reference herein (File No.
Amendment No.
8 unchanged sentences
Rozelle, dated May 26, 2022 previously filed as Exhibit 10.3 to the Company’s Form 10-Q dated July 27, 2022 and incorporated herein by reference (File No.
+Added: Deed of Variation to agreement among the Northern Territory of Australia, Vista Gold Australia Pty.
+Added: and Vista Gold Corp., dated February 10, 2014
+Added: Deed of Variation to agreement among the Northern Territory of Australia, Vista Gold Australia Pty.
+Added: and Vista Gold Corp., dated April 26, 2017
+Added: Deed of Variation to agreement among the Northern Territory of Australia, Vista Gold Australia Pty.
+Added: and Vista Gold Corp., previously filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on May 26, 2023 and incorporated herein by reference (File No.
+Added: Independent Contractor Services Agreement effective January 1, 2024, by and between John W.
+Added: Rozelle and Vista Gold Corp.
+Added: previously filed as Exhibit 10.1 to the Company’s Form 8-K dated January 16, 2024 and incorporated herein by reference (File No.
+Added: Royalty Agreement dated December 13, 2023, between Vista Gold Australia Pty.
+Added: and Wheaton Precious Metals (Cayman) Co., previously filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 15, 2023 and incorporated herein by reference (File No.
+Added: General Security Deed, by and between Vista Gold Australia Pty.
+Added: and Wheaton Precious Metals (Cayman) Co., previously filed as Exhibit 10.1 to the Company’s Form 8-K dated February 27, 2024 and incorporated herein by reference (File No.
+Added: Vista Gold Corp.
+Added: Insider Trading Policy
Subsidiaries of the Company
Consent of Plante & Moran, PLLC, Denver, Independent Registered Public Accounting Firm
+Added: Consent of Davidson & Company LLP, Vancouver, Canada, Chartered Professional Accountants
Consent of Tetra Tech, Inc.
−Removed: Consent of Sabry Abdel Hafez
+Added: Consent of Maurie Marks
Consent of Rex Clair Bryan
16 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Technical Report Summary for the Mt Todd Gold Project previously filed as Exhibit 96.1 to the Company’s Form 10-K/A dated February 13, 2023 and incorporated herein by reference (File No.
+Added: Technical Report Summary for the Mt Todd Gold Project
+Added: Vista Gold Corp.
+Added: Incentive Compensation Recovery Policy
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
14 unchanged sentences
VISTA GOLD CORP.
−Removed: February 23, 2023
+Added: March 14, 2024
/s/ Frederick H.
Chief Executive Officer
−Removed: February 23, 2023
+Added: March 14, 2024
/s/ Douglas L.
1 unchanged sentence
Pursuant to the requirements of the Securities Exchange Act of 1934 , this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
−Removed: February 23, 2023
+Added: March 14, 2024
/s/ Frederick H.
1 unchanged sentence
(Principal Executive Officer)
−Removed: February 23, 2023
+Added: March 14, 2024
/s/ Douglas L.
3 unchanged sentences
/s/ Frederick H.
−Removed: February 23, 2023
−Removed: February 23, 2023
−Removed: Thomas Ogryzlo
−Removed: February 23, 2023
−Removed: February 23, 2023
−Removed: February 23, 2023
−Removed: Durand Eppler
−Removed: February 23, 2023
−Removed: February 23, 2023
+Added: March 14, 2024
+Added: March 14, 2024
+Added: March 14, 2024
+Added: March 14, 2024
+Added: M ichel Sylvestre
+Added: March 14, 2024
/s/ Frederick H.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.