Item 7.01. Regulation FD Disclosure.
On October 7, 2019, Vista Gold Corp. (the
“Registrant”) filed a technical report titled "NI 43-101 Technical Report Mt Todd Gold Project 50,000 tpd Preliminary
Feasibility Study Northern Territory, Australia," dated October 7, 2019, with an effective date of September 10, 2019 (the
“Technical Report”), with the securities regulatory authorities in Canada. The Technical Report is hereby being furnished
to the Securities and Exchange Commission (“SEC”) as Exhibit 99.1 to this Current Report on Form 8-K to satisfy the
Registrant’s “public disclosure” obligations under Regulation FD of the SEC. The Technical Report was prepared
in accordance with National Instrument 43-101 of the Canadian Securities Administrators (“NI 43-101”).
A copy of the Technical Report 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 Technical Report is deemed to be “furnished” and shall not be deemed to be “filed” for purposes
of the Securities Exchange Act of 1934, as amended and shall not be incorporated by reference into any registration statement or
other document filed under the Securities Act of 1933, as amended, 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.
The mineral estimates in the Technical
Report have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the
requirements of United States securities laws. As used in the Technical Report, the terms “Mineral Reserve”, “Proven
Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms as defined in accordance with NI 43-101
and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Definition Standards on Mineral Resources
and Mineral Reserves, adopted by the CIM Council, as amended.
These definitions differ materially from
the definitions in the SEC’s Industry Guide 7 (“SEC Industry Guide 7”). Under SEC Industry Guide 7 standards,
a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average
price is used in any reserve or cash flow analysis to designate reserves, and the primary environmental analysis or report must
be filed with the appropriate governmental authority.
In addition, the terms “Mineral Resource”,
“Measured Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” are
defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and
are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to
assume that all or any part of a mineral deposit in these categories will ever be converted into reserves. “Inferred Mineral
Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal
feasibility. It cannot be assumed that all, or any part, of an Inferred Mineral Resource will ever be upgraded to a higher category.
Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies,
except in rare cases. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically
or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations;
however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC
standards as in place tonnage and grade without reference to unit measures.
Accordingly, information contained in this
report and the Technical Report contain descriptions of our mineral deposits that may not be comparable to similar information
made public by U.S. companies reporting under SEC Industry Guide 7 requirements.
The SEC has adopted amendments to its disclosure
rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC. These
amendments became effective February 25, 2019 (the “SEC Modernization Rules”) and, following a two-year transition
period, the SEC Modernization Rules will replace the historical property disclosure requirements for mining registrants that are
included in SEC Industry Guide 7. The Company is not required to provide disclosure on its mineral properties under the SEC Modernization
Rules until its fiscal year beginning January 1, 2021. Under the SEC Modernization Rules, the definitions of “Proven Mineral
Reserves” and “Probable Mineral Reserves” have been amended to be substantially similar to the corresponding
CIM Definition Standards and the SEC has added definitions to recognize “Measured Mineral Resources”, “Indicated
Mineral Resources” and “Inferred Mineral Resources” which are also substantially similar to the corresponding
CIM Definition Standards; however there are differences in the definitions under the SEC Modernization Rules and the CIM Definition
Standards and therefore once the Company begins reporting under the SEC Moderization Rules there is no assurance that the Company’s
Mineral Reserve and Mineral Resource estimates will be the same as those reported under CIM Definition Standards as contained in
the Technical Report.
Item 9.01 Exhibits
*The Exhibits relating to Item 7.01 are
intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.