VISTA GOLD CORP. (TSE:VGZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 14, 2019, Deborah Friedman was appointed as a director of Vista Gold Corp. (the “Company”).
Ms. Friedman was Senior of Counsel at Davis Graham & Stubbs LLP; Partner, Davis Graham & Stubbs LLP from August 2000 to December 2016 and of counsel from May 1999 to August 2000. Ms. Friedman was Senior Vice President, General Counsel and Corporate Secretary of Apex Silver Mines Corporation and its successor Gold Minerals Company from July 2007 to December 2015. Ms. Friedman served as the head of Davis Graham & Stubbs’ Corporate Department and on the firm’s Executive Committee for a number of years. Ms. Friedman held various positions in the law department of Cyprus Amax Mineral Company from 1982 through 1994, including General Counsel and Associate General Counsel, and served as Vice President and General Counsels of AMAX Gold Inc. from 1994 to 1998. Ms. Friedman graduated from the University of Illinois in 1974 with a Bachelor of Arts Degree in History and received her Juris Doctor degree from the University of Michigan in 1977.
Ms. Friedman does not have a family relationship with any other member of the Board of Directors or any executive officer of the Company, and Ms. Friedman has not been a participant or had any interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K. There is no arrangement or understanding between any of the Company’s officers and directors and Ms. Friedman to which she was selected to serve as a director.
In connection with her appointment, Ms. Friedman will receive compensation the Company’s standard director compensation policies as disclosed in the Company’s definitive proxy statement on Schedule 14A as filed with the Commission on March 16, 2018.
Item 7.01Regulation FD
On March 14, 2019, the Registrant issued a press release that announced that it has increased the size of its Board of Directors from six to seven, and appointed Ms. Deborah Friedman as a director of the Company.
A copy of the press release is attached to this report as Exhibit99.1. In accordance with General Instruction B.2 of Form8-K, the information set forth herein and in the press release 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, or the Exchange Act, 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 Form8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Exhibits
| 99.1 | Press Release dated March 14, 2019* |
*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC to Regulation FD.
In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| VISTA GOLD CORP. (Registrant) | ||
| Dated:March 20, 2019 | By: | /s/John F. Engele |
| John F. Engele | ||
| Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press Release dated March 14, 2019* |
*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC
VISTA GOLD CORP Exhibit
EX-99.1 2 tv516841_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 NEWS Vista Gold Corp. Appoints Additional Director Denver,…
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About VISTA GOLD CORP. (TSE:VGZ)
Vista Gold Corp. is engaged in the gold mining industry. The Company is focused on the evaluation, acquisition, exploration and advancement of gold exploration. The Company operates in the segment of evaluation, acquisition and exploration activities, which are focused principally in Australia and North America. The Company’s assets include the Mt Todd gold project in Northern Territory, Australia; interest in Midas Gold Corp.; non-core projects in Mexico and the United States, and royalty interests in project in Mexico and Indonesia. The Mt Todd gold project is located approximately 60 kilometers by road northwest of Katherine, Northern Territory, Australia, and over 250 kilometers southeast of Darwin. The Company operates Mt Todd gold project through its subsidiary, Vista Gold Australia Pty. Ltd (Vista Gold Australia). Total land holdings controlled by Vista Gold Australia are approximately 140,000 hectares.