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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Vista Gold Corp | AMEX:VGZ | AMEX | Common Stock |
| Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| -0.0001 | -0.02% | 0.61 | 0.6222 | 0.5953 | 0.6155 | 467,986 | 22:00:00 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
VISTA GOLD CORP.
(Exact name of Registrant as specified in its charter)
British Columbia, Canada (State or other jurisdiction of Incorporation or organization) | | 98-0542444 |
8310 Valley Hwy, Suite 300 Englewood, Colorado 80112 (Address of Principal Executive Offices) | ||
VISTA GOLD CORP. AMENDED Long Term Equity Incentive Plan (Full title of the plans) |
|
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | | Accelerated filer o |
Non-accelerated filer x | | Smaller reporting company x |
| | Emerging growth company o |
| | |
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 7(a)(2)(B) of the Securities Act. o
INTRODUCTORY STATEMENT
This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 by Vista Gold Corp. (the “Registrant”), in order to register 3,489,857 additional common shares (“Common Shares”) which have been reserved for issuance pursuant to restricted stock units and restricted stock awards (collectively, “Awards”) under the Vista Gold Corp. Long Term Equity Incentive Plan (the “Plan”). Under the terms of the Plan, the Registrant is authorized to grant Awards for a number of Common Shares which, in combination with the Common Shares subject to outstanding grants pursuant to the Registrant’s stock option plan and deferred share unit plan, may be up to, but may not exceed that number of Common Shares which represents 10% of the Registrant’s issued and outstanding Common Shares on a non-diluted basis from time to time. An aggregate of 11,555,281 Common Shares reserved for issuance under the Plan were previously registered with the United States Securities and Exchange Commission (the “Commission”). The 11,555,281 Common Shares reserved for issuance under the Plan were registered on Registration Statements on Form S-8 filed with the Commission on September 2, 2022, May 18, 2018, October 1, 2013, and September 12, 2011 respectively (File Nos. 333-267270, 333-225031, 333-191507 and 333-176792) (the “Prior Registration Statements”). The Registrant incorporates by reference herein the contents of the Prior Registration Statements.
If an Award issued under the Plan expires without the recipient having vested in all of the Common Shares to which such recipient was entitled, the unvested Common Shares are released from their allocation and reservation, in the case of restricted stock units, or repurchased and canceled by the Registrant, in the case of restricted stock, and become again available for the purposes of the Plan.
PART I.INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
PART II.INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or furnished by the Registrant with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this registration statement:
| (a) | the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 14, 2024; |
| (b) | the Registrant’s Proxy Statement on Schedule 14A, dated March 19, 2024, in connection with the Company’s April 30, 2024 annual general meeting of shareholders, to the extent such information is specifically incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Commission on March 14, 2024; |
| (c) | the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on May 2, 2024; |
| (d) | all other reports of the Registrant filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report incorporated by reference herein pursuant to (a) above; and |
| (e) | the description of the Registrant’s common stock contained in its registration statement on Form 8-A filed on January 4, 1988, including any amendment or report filed for purposes of updating such description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicate that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document
2
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 19.2 of our Articles provides that, to the extent not prohibited by the Business Corporations Act (British Columbia) (the “Act”), we will indemnify each person (each, an “eligible party”) who:
(a) is or was a director or officer of Vista,
(b) is or was a director or officer of another corporation,
(i) at a time when the corporation is or was an affiliate of ours, or
(ii) at our request, or
(c) at our request, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity,
against all judgments, penalties or fine awarded or imposed in, or amounts paid in settlement of, any proceeding in which any such person (or any of their heirs and legal representatives) is or may be joined as a party or is or may be liable in respect of a judgment, penalty or fine in, or expenses related to such proceeding, by reason of holding or having held such position with us, our affiliates or at our request. In addition, we must, after the final disposition of any such proceeding, pay the costs, charges and expenses actually and reasonably incurred by such eligible parties in respect of such proceedings.
Section 19.4 of our Articles provides that unless prohibited by applicable law or court order, we must pay, as they are incurred, in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of the eligible proceeding, provided that we shall not make such payments unless we first receive from the person being indemnified a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by applicable law, that person must repay us the amounts advanced.
Section 19.5 of our Articles provides that despite any other provision of Part 19, we are not obligated to make any payment that is prohibited by the Act or by court order in force at the date the payment was made. Subsection 163(1) of the Act provides that a company must not indemnify or pay the expenses of an eligible party if any of the following circumstances apply:
(a) if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses was made, the company was prohibited from giving the indemnity or paying the expenses by its memorandum or articles;
(b) if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, the company is prohibited from giving the indemnity or paying the expenses by its memorandum or articles;
(c) if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the company or the associated corporation, as the case may be;
(d) in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party's conduct in respect of which the proceeding was brought was lawful.
3
Subsection 163(2) of the Act further provides that if a proceeding is brought against an eligible party by or on our behalf or by or on behalf of a corporation associated to us, we must not indemnify or pay the expenses of such eligible party in respect of that proceeding.
Section 164 of the Act provides that despite the indemnity provisions of the Act and whether or not payment of expenses or indemnification has been sought, authorized or declined, on our application or the application of an eligible party, the British Columbia Supreme Court may do one or more of the following:
(a) order a company to indemnify an eligible party against any liability incurred by the eligible party in respect of an eligible proceeding;
(b) order a company to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding;
(c) order the enforcement of, or any payment under, an agreement of indemnification entered into by a company;
(d) order a company to pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order under this section;
(e) make any other order the court considers appropriate.
Section 19.6 of our Articles provides that we may purchase and maintain insurance for the eligible parties or their heirs and personal or other legal representatives against any liability that may be incurred by reason of their acting as eligible parties. We maintain such insurance.
We indemnify our directors and executive officers, as well as their heirs and representatives, pursuant to indemnification agreements we have entered into with each such director and executive officer, against all liabilities and obligations, including legal fees and costs of investigation and defense of claims, as well as amounts paid to settle claims or satisfy judgments, that these directors and officers may incur in such capacities. While these agreements provide that we will indemnify such director or officer regardless of conduct or fault of that person, the agreements also provide that we may only make such indemnification payments as permitted by applicable law. The agreements provide that our obligations under the agreements are not diminished or otherwise affected by, among other things, any officers’ liability insurance placed by or for the benefit of the indemnitee, us or any entity related to either.
Item 7. Exemption from Registration Claimed.
Not Applicable.
4
Item 8. Exhibits.
Exhibit Number |
| Description |
|
|
|
4.1* |
| |
4.2* | | |
5.1 |
| |
10.1* | | |
23.1 |
| Consent of Plante & Moran, PLLC, Denver, Independent Registered Public Accounting Firm |
23.2 | | Consent of Davidson & Company LLP, Vancouver, Canada, Chartered Professional Accountants |
23.3 |
| |
23.4 |
| |
23.5 |
| |
23.6 |
| |
23.7 |
| |
23.8 |
| |
23.9 |
| |
23.10 |
| |
23.11 |
| |
23.12 |
| |
23.13 |
| |
23.14 |
| |
23.15 |
| |
23.16 |
| Consent of Borden Ladner Gervais LLP (incorporated in Exhibit 5.1 hereto) |
24.1 |
| |
107 | | |
| | |
* Incorporated by reference herein
Item 9. Undertakings.
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represents no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
5
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in this Registration Statement.
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
6
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on this 12th day of June, 2024.
VISTA GOLD CORP.
/s/ Frederick H. Earnest
Name: Frederick H. Earnest
Title: Chief Executive Officer
(Principal Executive Officer)
/s/ Douglas L. Tobler
Name: Douglas L. Tobler
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)
7
Each person whose signature appears below constitutes and appoints Frederick H. Earnest and Douglas L. Tobler his/her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for them in any and all capacities, to sign any amendments to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Name |
| Title |
| Date |
|
|
|
|
|
/s/ Frederick H. Earnest
Frederick H. Earnest |
| Chief Executive Officer and Director (Principal Executive Officer), Authorized Representative in the United States |
| June 12, 2024 |
|
| |
| |
/s/ Douglas L. Tobler
Douglas L. Tobler |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
| June 12, 2024 |
| | | | |
| | | | |
| | | | |
/s/ John M. Clark
John M. Clark |
| Director |
| June 12, 2024 |
| | | ||
|
|
|
|
|
/s/ Deborah J. Friedman
Deborah J. Friedman |
| Director |
| June 12, 2024 |
| | | | |
| | | | |
| | | | |
/s/ Patrick F. Keenan
Patrick F. Keenan |
| Director |
| June 12, 2024 |
| | | | |
/s/ Tracy A. Stevenson
Tracy A. Stevenson |
| Director |
| June 12, 2024 |
| | | | |
/s/ Michael Sylvestre
Michael Sylvestre |
| Director |
| June 12, 2024 |
| | | | |
8
EXHIBIT INDEX
Exhibit Number |
| Description |
|
|
|
4.1* |
| |
4.2* | | |
5.1 |
| |
10.1* | | |
23.1 |
| Consent of Plante & Moran, PLLC, Denver, Independent Registered Public Accounting Firm |
23.2 | | Consent of Davidson & Company LLP, Vancouver, Canada, Chartered Professional Accountants |
23.3 |
| |
23.4 |
| |
23.5 |
| |
23.6 |
| |
23.7 |
| |
23.8 |
| |
23.9 |
| |
23.10 |
| |
23.11 |
| |
23.12 |
| |
23.13 |
| |
23.14 |
| |
23.15 |
| |
23.16 |
| Consent of Borden Ladner Gervais LLP (incorporated in Exhibit 5.1 hereto) |
24.1 |
| |
107 | | |
| | |
* Incorporated by reference herein
9
Exhibit 5.1
| 1200 Waterfront Centre 200 Burrard St, P.O. Box 48600 Vancouver, BC, Canada V7X 1T2 T 604.687.5744 F 604.687.1415 |
June 12, 2024
8310 S Valley Hwy, Suite 300
Englewood, CO 80112
Dear Sirs/Mesdames:
We have acted as British Columbia counsel to the Company, which we understand has filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) a Registration Statement on Form S-8 (the “Registration Statement”), pursuant to which the Company is registering 3,489,857 common shares (the “Shares”) for issuance under the Company’s long term equity incentive plan (the “LTIP”). This opinion is being rendered in connection with the filing of the Registration Statement.
We are advised that the maximum number of common shares that may be reserved for issuance under the Company’s Stock Option Plan (the “Plan”), deferred share unit plan (the “DSU Plan”), and LTIP is a variable number equal to 10% of the total number of common shares issued and outstanding as of the date of the grant of any options under the Plan, awards under the LTIP and deferred share units under the DSU Plan on a non-diluted basis. Further, we are advised that the maximum number of common shares that may be reserved for issuance under the LTIP is a variable number equal to 5% of the total number of common shares issued and outstanding as of the date of the grant of any awards under the LTIP.
We have examined originals or photostatic or certified copies of such corporate records, contracts and instruments of the Company or other corporations, of such certificates, permits, licenses or orders of public officials, commissions, boards and governmental bodies and authorities, of such certificates of officers or representatives of the Company or other corporations and of such other records, contracts and instruments and we have made such investigations and searches, all as we believe necessary and relevant to enable us to give, and as the basis for, the opinion set forth herein.
In such examinations, we have assumed the genuineness of all signatures, the legal capacity at all material times of any natural person signing any documents and the authenticity and completeness of all documents submitted to us as original documents, the conformity to original documents of all documents submitted to us as certified, facsimile or photostatic copies thereof and the authenticity of the originals of such documents; and the completeness and accuracy of the Company's corporate records in our possession as of the date hereof.
We have assumed that copies of all documents submitted to us have been executed in the form reviewed by us, have not been amended or modified, since the date they were submitted to us, by written or oral
agreement of the parties thereto, by the conduct of the parties thereto, or otherwise; that all representations and certificates dated prior to or on the date hereof upon which we have relied continue to remain accurate in all material respects as of the date hereof; and that the aforesaid copies have been executed and unconditionally delivered by the Company in the form reviewed by us. We have also assumed that (a) at the time of exercise of any awards under the LTIP the Shares underlying such options and awards, as applicable, will have been duly authorized, created and reserved for issuance, (b) at all material times there will be a sufficient number of common shares of the Company authorized and unissued under the Company’s then operative constating documents and not otherwise reserved for issuance, and (c) such awards will be vested in accordance with the terms of the LTIP.
We are solicitors qualified to practice law in British Columbia and we express no opinion as to any laws or any matters governed by any laws, other than the laws of British Columbia and the federal laws of Canada applicable therein.
Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued in accordance with the LTIP, will be validly issued as fully paid and non-assessable common shares in the capital of the Company.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of person whose consent is required under section 7 of the Securities Act or the rules and regulations thereunder.
Yours truly,
/s/ Borden Ladner Gervais LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 23, 2023 relating to the financial statements of Vista Gold Corp. (the “Company”), which appears in the Company’s Form 10-K, as filed with the United States Securities and Exchange Commission on March 14, 2024.
/s/ Plante & Moran, PLLC
Plante & Moran, PLLC
Denver, CO
June 12, 2024
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 14, 2024 relating to the financial statements of Vista Gold Corp. (the “Company”), which appears in the Company’s Form 10-K, as filed with the United States Securities and Exchange Commission on March 14, 2024.
/s/ Davidson & Company LLP
Davidson & Company LLP
Vancouver, Canada
June 12, 2024
Exhibit 23.3
CONSENT OF TETRA TECH
The undersigned hereby states as follows:
We, Tetra Tech, assisted with the preparation of the “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 for Vista Gold Corp. (the Company”), portions of which are summarized (the “Summary Material”) in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which in turn is incorporated by reference in this Registration Statement on Form S-8 (this “Registration Statement”), to be filed with the United States Securities and Exchange Commission.
We hereby consent to the incorporation by reference in this Registration Statement of the Summary Material concerning the Technical Reports and the reference to our name as set forth in the Form 10-K.
|
| /s/ Vicki Scharnhorst |
|
| Name: Vicki Scharnhorst |
Date: June 12, 2024
Exhibit 23.4
CONSENT OF MAURIE MARKS
The undersigned hereby states as follows:
I, Maurie Marks, assisted with the preparation of the “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 for Vista Gold Corp. (the Company”), portions of which are summarized (the “Summary Material”) in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which in turn is incorporated by reference in this Registration Statement on Form S-8 (this “Registration Statement”), to be filed with the United States Securities and Exchange Commission.
I hereby consent to the incorporation by reference in this Registration Statement of the Summary Material concerning the Technical Reports and the reference to my name as set forth in the Form 10-K.
|
| /s/ Maurie Marks |
|
| Name: Maurie Marks |
Date: June 12, 2024
Exhibit 23.5
CONSENT OF REX CLAIR BRYAN
The undersigned hereby states as follows:
I, Rex Clair Bryan, assisted with the preparation of the “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 for Vista Gold Corp. (the Company”), portions of which are summarized (the “Summary Material”) in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which in turn is incorporated by reference in this Registration Statement on Form S-8 (this “Registration Statement”), to be filed with the United States Securities and Exchange Commission.
I hereby consent to the incorporation by reference in this Registration Statement of the Summary Material concerning the Technical Reports and the reference to my name as set forth in the Form 10-K.
|
| /s/ Rex Clair Bryan |
|
| Name: Rex Clair Bryan |
Date: June 12, 2024
Exhibit 23.6
CONSENT OF THOMAS L. DYER
The undersigned hereby states as follows:
I, Thomas L. Dyer, assisted with the preparation of the “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 for Vista Gold Corp. (the Company”), portions of which are summarized (the “Summary Material”) in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which in turn is incorporated by reference in this Registration Statement on Form S-8 (this “Registration Statement”), to be filed with the United States Securities and Exchange Commission.
I hereby consent to the incorporation by reference in this Registration Statement of the Summary Material concerning the Technical Reports and the reference to my name as set forth in the Form 10-K.
|
| /s/ Thomas L. Dyer |
|
| Name: Thomas L. Dyer |
Date: June 12, 2024
Exhibit 23.7
CONSENT OF AMY L. HUDSON
The undersigned hereby states as follows:
I, Amy L. Hudson, assisted with the preparation of the “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 for Vista Gold Corp. (the Company”), portions of which are summarized (the “Summary Material”) in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which in turn is incorporated by reference in this Registration Statement on Form S-8 (this “Registration Statement”), to be filed with the United States Securities and Exchange Commission.
I hereby consent to the incorporation by reference in this Registration Statement of the Summary Material concerning the Technical Reports and the reference to my name as set forth in the Form 10-K.
|
| /s/ Amy L. Hudson |
|
| Name: Amy L. Hudson |
Date: June 12, 2024
Exhibit 23.8
CONSENT OF APRIL HUSSEY
The undersigned hereby states as follows:
I, April Hussey, assisted with the preparation of the “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 for Vista Gold Corp. (the Company”), portions of which are summarized (the “Summary Material”) in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which in turn is incorporated by reference in this Registration Statement on Form S-8 (this “Registration Statement”), to be filed with the United States Securities and Exchange Commission.
I hereby consent to the incorporation by reference in this Registration Statement of the Summary Material concerning the Technical Reports and the reference to my name as set forth in the Form 10-K.
|
| /s/ April Hussey |
|
| Name: April Hussey |
Date: June 12, 2024
Exhibit 23.9
CONSENT OF CHRIS JOHNS
The undersigned hereby states as follows:
I, Chris Johns, assisted with the preparation of the “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 for Vista Gold Corp. (the Company”), portions of which are summarized (the “Summary Material”) in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which in turn is incorporated by reference in this Registration Statement on Form S-8 (this “Registration Statement”), to be filed with the United States Securities and Exchange Commission.
I hereby consent to the incorporation by reference in this Registration Statement of the Summary Material concerning the Technical Reports and the reference to my name as set forth in the Form 10-K.
|
| /s/ Chris Johns |
|
| Name: Chris Johns |
Date: June 12, 2024
Exhibit 23.10
CONSENT OF MAX JOHNSON
The undersigned hereby states as follows:
I, Max Johnson, assisted with the preparation of the “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 for Vista Gold Corp. (the Company”), portions of which are summarized (the “Summary Material”) in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which in turn is incorporated by reference in this Registration Statement on Form S-8 (this “Registration Statement”), to be filed with the United States Securities and Exchange Commission.
I hereby consent to the incorporation by reference in this Registration Statement of the Summary Material concerning the Technical Reports and the reference to my name as set forth in the Form 10-K.
|
| /s/ Max Johnson |
|
| Name: Max Johnson |
Date: June 12, 2024
Exhibit 23.11
CONSENT OF DEEPAK MALHOTRA
The undersigned hereby states as follows:
I, Deepak Malhotra, assisted with the preparation of the “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 for Vista Gold Corp. (the Company”), portions of which are summarized (the “Summary Material”) in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which in turn is incorporated by reference in this Registration Statement on Form S-8 (this “Registration Statement”), to be filed with the United States Securities and Exchange Commission.
I hereby consent to the incorporation by reference in this Registration Statement of the Summary Material concerning the Technical Reports and the reference to my name as set forth in the Form 10-K.
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| /s/ Deepak Malhotra |
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| Name: Deepak Malhotra |
Date: June 12, 2024
Exhibit 23.12
CONSENT OF ZVONIMIR PONOS
The undersigned hereby states as follows:
I, Zvonimir Ponos, assisted with the preparation of the “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 for Vista Gold Corp. (the Company”), portions of which are summarized (the “Summary Material”) in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which in turn is incorporated by reference in this Registration Statement on Form S-8 (this “Registration Statement”), to be filed with the United States Securities and Exchange Commission.
I hereby consent to the incorporation by reference in this Registration Statement of the Summary Material concerning the Technical Reports and the reference to my name as set forth in the Form 10-K.
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| /s/ Zvonimir Ponos |
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| Name: Zvonimir Ponos |
Date: June 12, 2024
Exhibit 23.13
CONSENT OF VICKI SCHARNHORST
The undersigned hereby states as follows:
I, Vicki Scharnhorst, assisted with the preparation of the “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 for Vista Gold Corp. (the Company”), portions of which are summarized (the “Summary Material”) in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which in turn is incorporated by reference in this Registration Statement on Form S-8 (this “Registration Statement”), to be filed with the United States Securities and Exchange Commission.
I hereby consent to the incorporation by reference in this Registration Statement of the Summary Material concerning the Technical Reports and the reference to my name as set forth in the Form 10-K.
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| /s/ Vicki Scharnhorst |
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| Name: Vicki Scharnhorst |
Date: June 12, 2024
Exhibit 23.14
CONSENT OF KEITH THOMPSON
The undersigned hereby states as follows:
I, Keith Thompson, assisted with the preparation of the “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 for Vista Gold Corp. (the Company”), portions of which are summarized (the “Summary Material”) in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which in turn is incorporated by reference in this Registration Statement on Form S-8 (this “Registration Statement”), to be filed with the United States Securities and Exchange Commission.
I hereby consent to the incorporation by reference in this Registration Statement of the Summary Material concerning the Technical Reports and the reference to my name as set forth in the Form 10-K.
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| /s/ Keith Thompson |
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| Name: Keith Thompson |
Date: June 12, 2024
Exhibit 23.15
CONSENT OF JOHN ROZELLE
The undersigned hereby states as follows:
I, John Rozelle, assisted with the preparation of the “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 for Vista Gold Corp. (the Company”), portions of which are summarized (the “Summary Material”) in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which in turn is incorporated by reference in this Registration Statement on Form S-8 (this “Registration Statement”), to be filed with the United States Securities and Exchange Commission.
I hereby consent to the incorporation by reference in this Registration Statement of the Summary Material concerning the Technical Reports and the reference to my name as set forth in the Form 10-K.
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| /s/ John Rozelle |
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| Name: John Rozelle |
Date: June 12, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Vista Gold Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||||||||||
Equity | Common Shares, no par value to be issued pursuant to awards to be granted under the Registrant’s Long Term Equity Incentive Plan | Rule 457(c) and (h) | 3,489,857(1)(2) | $0.48(3) | $1,675,131.36 | $147.60 per $1,000,000 | $247.25 | ||||||||||||||||||||
Total Offering Amounts | $1,675,131.36 | $247.25 | |||||||||||||||||||||||||
Total Fee Offsets | - | ||||||||||||||||||||||||||
Net Fee Due | $247.25 | ||||||||||||||||||||||||||
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional common shares, no par value (the “Common Stock”) of Vista Gold Corp. (the “Registrant”) that become issuable under the Registrant’s Long Term Equity Incentive Plan to prevent dilution in the event of stock splits, stock dividends or similar transactions.
(2)Represents common shares to be issued upon vesting and settlement of awards granted under the Long Term Equity Incentive Plan.
(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on The NYSE American, on June 10, 2024.
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