12 unchanged sentences
OTHER INFORMATION .
+Added: (b) During the quarter ended December 31, 2024, none of our directors or officers adopted , modified , or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
1 unchanged sentence
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, 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.
+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, 2024 pursuant to Regulation 14A promulgated under the Exchange Act for the 2025 Annual General and Special Meeting of Shareholders (the “Proxy Statement”) and is incorporated herein by reference.
Code of Business Conduct and Ethics
14 unchanged sentences
The following Consolidated Financial Statements of the Company are filed as part of this report:
−Removed: Report of Independent Registered Public Accounting Firm ( Plante & Moran, PLLC , Denver, Colorado , PCAOB ID 166 ).
Report of Independent Registered Public Accounting Firm ( Davidson & Company LLP , Vancouver, Canada , PCAOB ID 731 ).
13 unchanged sentences
Description of Registrant’s Securities
−Removed: Form of Warrant previously filed as Exhibit 4.1 to the Company’s Form 8-K dated July 9, 2021 and incorporated herein by reference (File No.
−Removed: Form of Underwriter’s Warrant previously filed as Exhibit 4.2 to the Company’s Form 8-K dated July 9, 2021 and incorporated herein by reference (File No.
−Removed: Amended Stock Option Plan of Vista Gold filed as Appendix F to the Company’s Proxy Statement on March 20, 2015 and incorporated herein by reference (File No.
Agreement, dated March 1, 2006, among the Northern Territory of Australia, Vista Gold Australia Pty.
1 unchanged sentence
filed as Exhibit 10.2 to the Company’s Form 8-K, dated February 28, 2006 and incorporated herein by reference (File No.
−Removed: At-the-Market Offering Agreement dated November 22, 2017, previously filed as Exhibit 1.1 to the Company’s Form 8-K dated November 22, 2017 and incorporated herein by reference (File No.
−Removed: Amendment No.
−Removed: 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 Company’s Form 8-K filed with the SEC on July 12, 2021 and incorporated by reference herein (File No.
−Removed: Amendment No.
−Removed: 2 to the At-the-Market Offering Agreement dated December 10, 2021 previously filed as Exhibit 1.3 to the Company’s Form 8-K dated December 13, 2021 and incorporated herein by reference (File No.
+Added: At-the-Market Offering Agreement dated November 8, 2024, previously filed as Exhibit 1.1 to the Company’s Form 8-K dated November 8, 2024 and incorporated herein by reference (File No.
Amended Long Term Equity Incentive Plan of Vista Gold filed as Appendix D to the Company’s Proxy Statement on March 17, 2023 and incorporated herein by reference (File No.
4 unchanged sentences
Tobler, dated May 26, 2022 previously filed as Exhibit 10.2 to the Company’s Form 10-Q dated July 27, 2022 and incorporated herein by reference (File No.
−Removed: Amended and Restated Employment Agreement of John W.
−Removed: 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: Amended and Restated Employment Agreement of Pamela A.
+Added: Solly, dated May 26, 2022
Deed of Variation to agreement among the Northern Territory of Australia, Vista Gold Australia Pty.
−Removed: and Vista Gold Corp., dated February 10, 2014
+Added: and Vista Gold Corp., dated February 10, 2014, previously filed as Exhibit 10.13 to the Company’s Form 10-K filed with the SEC on March 14, 2024 and incorporated herein by reference (File No.
Deed of Variation to agreement among the Northern Territory of Australia, Vista Gold Australia Pty.
−Removed: and Vista Gold Corp., dated April 26, 2017
+Added: and Vista Gold Corp., dated April 26, 2017, previously filed as Exhibit 10.14 to the Company’s Form 10-K filed with the SEC on March 14, 2024 and incorporated herein by reference (File No.
Deed of Variation to agreement among the Northern Territory of Australia, Vista Gold Australia Pty.
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.
−Removed: Independent Contractor Services Agreement effective January 1, 2024, by and between John W.
−Removed: Rozelle and Vista Gold Corp.
−Removed: previously filed as Exhibit 10.1 to the Company’s Form 8-K dated January 16, 2024 and incorporated herein by reference (File No.
Royalty Agreement dated December 13, 2023, between Vista Gold Australia Pty.
3 unchanged sentences
Vista Gold Corp.
−Removed: Insider Trading Policy
+Added: Insider Trading Policy, dated March 5, 2023, previously filed as Exhibit 19 to the Company’s Form 10-K filed with the SEC on March 14, 2024 and incorporated herein by reference (File No.
Subsidiaries of the Company
−Removed: Consent of Plante & Moran, PLLC, Denver, Independent Registered Public Accounting Firm
Consent of Davidson & Company LLP, Vancouver, Canada, Chartered Professional Accountants
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Consent of Keith Thompson
−Removed: Consent of John Rozelle
+Added: Consent of Maria Vallejo Garcia
Powers of Attorney
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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
+Added: Technical Report Summary for the Mt Todd Gold Project, previously filed as Exhibit 96.1 to the Company’s Form 10-K filed with the SEC on March 14, 2024 and incorporated herein by reference (File No.
Vista Gold Corp.
−Removed: Incentive Compensation Recovery Policy
+Added: Incentive Compensation Recovery Policy, previously filed as Exhibit 97 to the Company’s Form 10-K filed with the SEC on March 14, 2024 and incorporated herein by reference (File No.
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.
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Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language):
−Removed: (i) Consolidated Statements of Income/(Loss) for the years ended December 31, 2023 and 2022, (ii) Consolidated Balance Sheets at December 31, 2023 and 2022, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022, and (iv) Notes to Consolidated Financial Statements.
+Added: (i) Consolidated Statements of Income/(Loss) for the years ended
+Added: December 31, 2024 and 2023, (ii) Consolidated Balance Sheets at December 31, 2024 and 2023, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023, and (iv) Notes to Consolidated Financial Statements.
FORM 10-K SUMMARY
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 , the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VISTA GOLD CORP.
−Removed: March 14, 2024
+Added: February 28, 2025
/s/ Frederick H.
Chief Executive Officer
−Removed: March 14, 2024
+Added: February 28, 2025
/s/ Douglas L.
Chief Financial Officer
−Removed: 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: March 14, 2024
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
+Added: February 28, 2025
/s/ Frederick H.
1 unchanged sentence
(Principal Executive Officer)
−Removed: March 14, 2024
+Added: February 28, 2025
/s/ Douglas L.
1 unchanged sentence
(Principal Financial and Accounting Officer)
−Removed: 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:
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
/s/ Frederick H.
−Removed: March 14, 2024
−Removed: March 14, 2024
−Removed: March 14, 2024
−Removed: March 14, 2024
+Added: February 28, 2025
+Added: February 28, 2025
+Added: February 28, 2025
+Added: February 28, 2025
+Added: February 28, 2025
M ichel Sylvestre
−Removed: March 14, 2024
+Added: February 28, 2025
/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.