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Item 1.01
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Entry into a Material Definitive Agreement
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On July 7, 2021, Vista Gold Corp. (the “Company”)
entered into an amended and restated Underwriting Agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co.,
LLC as representative of the underwriters named in Schedule A thereto (the “Underwriters”), providing for the issuance and
sale by the Company in a firm commitment offering (the “Offering”) of 12,272,730 units of the Company at a public offering
price of US$1.10 per Unit, less underwriting discounts and commissions, for aggregate gross proceeds of approximately US$13.5 million
(the “Offering”).
Each Unit consists of one common share in
the capital of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole
warrant, a “Warrant”). Each Warrant will be exercisable immediately upon issuance for thirty six months and entitle the
holder thereof to purchase one Common Share upon exercise at an exercise price of US$1.25 per Common Share. If a registration
statement registering the issuance of the Warrant Shares underlying the Warrants under the Securities Act is not effective or the
prospectus contained therein is not available for the issuance of such shares, the holder may, in its sole discretion, elect to
exercise the Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of
Warrant Shares determined according to the formula set forth in the Warrant, which is determined in part by the market value of the
common shares as determined in the formula. No fractional Warrant Shares will be issued in connection with the exercise of a
warrant. In lieu of fractional shares, we will round down to the next whole share and pay the holder a cash adjustment in respect of
such final fraction in an amount equal to such fraction multiplied by the exercise price upon request by the holder.
In addition, the Company has granted the underwriters
an option, exercisable at any time and from time to time for up to 30 days, to purchase up to an additional 1,840,908 Units, and/or 1,840,908
Common Shares and/or Warrants to purchase up to 920,454 Common Shares at the public offering price per Unit, per Common Share and/or per
Warrant, respectively, less underwriting discounts and commissions, in any combination thereof so long as the aggregate number of additional
Common Shares and additional Warrants that may be issued under the option does not exceed 1,840,908 additional Common Shares and 920,454
additional Warrants.
The Underwriting Agreement contains customary
representations, warranties and covenants by the Company, conditions to closing and indemnification provisions, as well as a form lock-up
agreement that was signed by certain of the Company’s directors and officers, filed herewith as Exhibit “B” to Exhibit
1.1.
The Company agreed to pay the Underwriters a
commission equal to 6% of the aggregate gross proceeds of the offering (other than certain Units that are subject to an agreed upon
president’s list for which the fee was 3% of the aggregate gross proceeds from such list), including any additional Units
and/or Common Shares and/or Warrants sold pursuant to the exercise of the option. In addition, the Company agreed to issue the
Underwriters warrants to purchase up to 3% of the number of Units sold in the offering (other than with respect to an agreed upon
president’s list for which the number of warrants was 1.5% of the number of Units sold), including any additional common
shares sold pursuant to the exercise of the option. Each Underwriters’ Warrant entitles its holder to purchase one common
share on the same terms as the Warrants. The Company also agreed to reimburse the Underwriters for customary fees and expenses.
The Units, including the Common Shares and Warrants
underlying the Units, and the additional Units, Common Shares and Warrants issuable upon exercise of the option, the common shares issuable
upon exercise of the Warrants and any additional Warrants, the warrants issued to the Underwriters and the common shares issuable upon
the exercise of the Underwriters’ warrants are registered pursuant to the Company’s registration statement on Form S-3 (File
No. 333-239139) relating to the securities described above as filed with the U.S. Securities and Exchange Commission (the “SEC”)
on June 12, 2020, effective on June 24, 2020, and an additional registration statement on Form S-3 filed pursuant to Rule 462(b) (File
No. 333-257746), which became automatically effective on July 7, 2021, and a prospectus supplement thereto filed with the SEC.
The foregoing description of the Underwriting
Agreement and the Warrants is qualified in its entirety by reference to the full text of the agreements, copies of which are filed as
Exhibit 1.1 and Exhibit 4.1 to this report, respectively, and are incorporated by reference herein.