DEFA14A 1 vgz-20240319xdefa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. ___)


⌧	Filed by the Registrant
◻	Filed by a Party other than the Registrant

Check the appropriate box:
◻	Preliminary Proxy Statement
◻	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
◻	Definitive Proxy Statement
⌧	Definitive Additional Materials
◻	Soliciting Material Pursuant to §240.14a-12

VISTA GOLD CORP.
(Name of Registrant As Specified In Its Charter)

NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
⌧	No fee required.
◻	Fee paid previously with preliminary materials.
◻	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Your Vote Counts! VISTA GOLD CORP. 8310 S. VALLEY HIGHWAY SUITE 300 ENGLEWOOD, CO 80112 VISTA GOLD CORP. 2026 Annual General and Special Meeting Vote by April 24, 2026 10:00 AM PDT Vote in Person at the Meeting* April 28, 2026 10:00 AM PDT Borden Ladner Gervais LLP Suite 1200, 200 Burrard Street Vancouver, British Columbia *Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V90357-P45928 You invested in VISTA GOLD CORP. and it’s time to vote! You have the right to vote on proposals being presented at the Annual General and Special Meeting because you were a holder of common shares of Vista Gold Corp. on March 9, 2026, the record date for the Annual General and Special Meeting. The Annual General and Special Meeting will be held on April 28, 2026 at 10:00 AM, PDT. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on April 28, 2026. Get informed before you vote View the Notice and Proxy Statement and Annual Report on Form 10-K online at www.sec.gov/edgar and www.sedarplus.ca OR you can receive a free paper or email copy of the material(s), including a proxy card to vote by mail, by requesting prior to April 10, 2026. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1 (800) 579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. We encourage you to access and review all of the important information contained in the proxy materials, including the section of the Proxy Statement that is available at www.proxyvote.com, entitled “Particulars of Matters to be Acted Upon,” before voting. Unless requested, you will not otherwise receive a paper or email copy. For more information about the notice-and-access method, please contact Vista Gold at (720) 981-1185. Vote by Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card (Please see Get Informed Before You Vote).

THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. V90358-P45928 Voting Items Board Recommends 1. Election of Directors 1a. John M. Clark For 1b. Frederick H. Earnest For 1c. Deborah J. Friedman For 1d. Patrick F. Keenan For 1e. Tracy A. Stevenson For 1f. Michel Sylvestre For 2. Appointment of Auditors Appointment of Davidson & Company LLP as Auditors of the Corporation for the ensuing year. For 3. Advisory Vote on the Approval of Executive Compensation To consider and, if thought appropriate, approve, on an advisory, non-binding basis, a resolution regarding the compensation of the Corporation’s named executive officers as described in the Corporation’s proxy circular. For 4. Resolution Approving Amendments to the Corporation’s Stock Option Plan and All Unallocated Options Thereunder To consider, and if thought appropriate, approve the resolution regarding amendments to the Corporation’s Stock Option Plan and All Unallocated Options thereunder, the full text of which ordinary resolution is set out in Part I to Appendix “C” in the Corporation’s proxy circular. For NOTE: Such other business as may properly come before the meeting or any adjournment thereof.