Form 8-K/A

8-K/A — VISTA GOLD CORP

Accession: 0001104659-26-107956

Filed: 2026-09-15

Period: 2026-08-17

CIK: 0000783324

SIC: 1040 (GOLD & SILVER ORES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section

13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report August 17, 2026

(Date of earliest

event reported)

VISTA GOLD CORP.

(Exact

Name of Registrant as Specified in Charter)

British Columbia, Canada

(State or Other Jurisdiction

of Incorporation)

001-9025

(Commission File Number)

Not Applicable

(IRS Employer Identification No.)

8310 S. VALLEY HWY, suite 300, ENGLEWOOD, colorado 80112

(Address of Principal Executive Offices

and Zip Code)

Registrant’s telephone number, including area code: (720) 981-1185

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares

VGZ

NYSE American

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

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 13(a) of the Exchange Act. ¨

Explanatory Note

Vista Gold Corp. (the “Company”) is filing this Amendment No. 1 to its Current Report

on Form 8-K (the “Amendment”) originally filed with the Securities and Exchange Commission on August 17, 2026 (the “Original

Form 8-K”). This Amendment is being filed solely to provide the terms of the Executive Service Agreement (the “Employment

Agreement”), dated September 12, 2026, by and between Vista Gold Australia Pty Ltd (the “Vista

Australia”) and Gavin Ferguson, which had not been entered into as of the date of the Original Form 8-K. Except as set forth

herein, this Amendment does not amend, update or otherwise modify the Original Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Elections of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers.

On September 12, 2026, the Company and Mr. Ferguson entered into the Employment Agreement,

effective September 7, 2026 (the “Commencement Date”), in connection with Mr. Ferguson’s appointment as Managing Director

of Vista Australia, as contemplated by and consistent with the terms previously disclosed in the Original Form 8-K. Under the Employment

Agreement, Vista Australia is the employer and is responsible for salary and benefits, while the Company administers the initial grant

of 600,000 restricted stock units (the “RSUs”) pursuant to its long-term equity incentive plan, as described in the Original

Form 8‑K.

The Employment Agreement is governed by the laws of Western Australia and provides

that either party may terminate Mr. Ferguson’s employment upon six months’ written notice. Vista Australia may, at its discretion

and subject to applicable law, (i) make a payment in lieu of notice, (ii) require Mr. Ferguson to take annual leave during the notice

period, or (iii) require Mr. Ferguson to undertake any alternative duties and responsibilities as Vista Australia requires, including

undertaking no duties, during all or part of the notice period.

As previously disclosed in the Original Form 8-K, Mr. Ferguson’s compensation

includes a base salary and eligibility to participate in incentive arrangements reviewed in accordance with Vista Australia’s practices.

The Employment Agreement also provides for an initial grant of 600,000 RSUs, which vest in three equal tranches on the first, second

and third anniversaries of the Commencement Date, with any unvested RSUs vesting in full upon a change of control or material adverse

change.

If, within six months following a change of control, (i) Vista Australia terminates

Mr. Ferguson’s employment other than for cause or (ii) Mr. Ferguson terminates his employment, Mr. Ferguson will be entitled, in

addition to any payment in lieu of notice, to an amount equal to 12 months of compensation. This amount consists of (a) the base salary

Mr. Ferguson would have received during the 12 months following termination and (b) an amount based on the average short-term incentive

percentage of base salary paid to Mr. Ferguson during the two years preceding termination or, if Mr. Ferguson has been employed for less

than two years, the target percentage specified in the applicable short-term incentive grant, in each case prorated for the applicable

portion of the calendar year.

The

Employment Agreement permits immediate termination without notice in certain circumstances, including misconduct, dishonesty,

material breach, certain criminal charges or convictions and other conduct justifying summary dismissal at common law. The

Employment Agreement also includes confidentiality, intellectual property and conflict-of-interest obligations that survive

termination, as well as certain post-employment restrictions, including a six-month non-solicitation restriction with respect to

employees of Vista Australia. Mr. Ferguson is also required to resign from his director and officer positions upon termination

The

foregoing description of the material terms of the Employment Agreement contained above and in the Original Form 8-K is qualified in

its entirety by reference to the full terms of the Employment Agreement included as Exhibit 10.1 to this Current Report on Form 8-K,

which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

10.1 Employment Agreement dated September

12, 2026.

104 Cover Page Interactive Data File––the cover page interactive data file does not appear

in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

In accordance with the requirements of the Securities 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.

Dated: September 15, 2026

By:

/s/ Frederick

H. Earnest

Frederick H. Earnest

President and Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2625475d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Executive service agreement

Vista Gold Australia Pty Ltd

Managing Director

Level 31, Queen & Collins Tower, 376-390 Collins Street Melbourne 3000 Australia

T +61 3 9603 3555 F +61 3 9670 9632

GPO Box 4190 Melbourne 3001

www.hallandwilcox.com.au

Executive service agreement

Contents

Definitions and interpretation

1.1

Definitions

Appointment

2.1

Appointment

Executive’s Duties

3.1

Executive’s obligations

3.2

Reporting

3.3

Hours of work

Location and travel

4.1

Location

4.2

Travel

Continuation of terms and conditions

Remuneration

6.1

Base Salary

6.2

Salary payments

6.3

Base Salary includes benefits

6.4

Salary reviews

6.5

Directors’ fees

Superannuation

7.1

The Company superannuation contributions

Other entitlements

8.1

Reimbursement of expenses

8.2

Mobile telephone

8.3

Laptop computer and other technological devices

Incentive arrangements

Initial Incentive Arrangements

Leave entitlements

National Employment Standards

Privacy

Intellectual Property

14.1

Ownership of Intellectual Property

14.2

Assignment of Intellectual Property

Moral rights

15.1

Moral rights

15.2

Consent

Media contact

Confidentiality

17.1

Obligation of confidence

17.2

Use and disclosure

17.3

Return of Documents

17.4

No release

Exclusive employment and conflict of interest

Restraint

Drug and alcohol testing

Performance Review

Suspension

Termination

23.1

Notice of termination

23.2

Payment in lieu of notice and garden leave

23.3

Change of Control Payment

23.4

Immediate termination

23.5

Redundancy

23.6

Obligation of reasonable assistance

23.7

Obligations of the Executive on termination of employment

23.8

Resignation of directorships

Monitoring and surveillance

Medical examinations

Compliance with laws

Waiver

27.1

No waiver

27.2

Waiver must be in writing

Counterparts

Fair Work Information Statement

Severability

Entire agreement

Amendment

Governing law and jurisdiction

33.1

Governing law

33.2

Jurisdiction

Schedule 1 - Executive’s Duties

Signing page

Executive service agreement

Date September 12, 2026

Parties

Vista

Gold Australia Pty Ltd ACN 117 327 509 (Company)

Gavin Ferguson (Executive)

Recitals

A The Executive will commence employment

with the Company on the Commencement Date in the Position.

B The Company and the Executive have

agreed to enter into this agreement to set out the terms and conditions of the Executive’s employment.

The parties agree

Definitions and interpretation

1.1

Definitions

In this agreement:

Board means the board

of directors of Vista Gold as constituted from time to time.

Business

means the business carried on by the Company and/or the Group in the development of gold and exploration mining projects.

Business Day means

a day that is not a Saturday, Sunday or public holiday in the State or Territory where the Executive will be employed.

CEO means the Chief

Executive Officer of Vista Gold.

Change

of Control means any transaction at any time and by whatever means pursuant to which:

(a) in

respect of Vista Gold, any transaction at any time and by whatever means pursuant to which:

(i) Vista

Gold goes out of existence, except for any corporate transaction or reorganisation in which

the proportionate voting power among holders of securities of the entity resulting from such

corporate transaction or reorganisation is substantially the same as the proportionate voting

power of the holders of Vista Gold’s voting securities immediately prior to such corporate

transaction or reorganisation;

(ii) any

person or any group of two or more persons acting jointly or in concert (other than Vista

Gold, a Group Company, or an employee benefit plan of a Group Company, including the trustee

of any such plan acting as trustee) acquires the direct or indirect beneficial ownership

of, or the right to exercise control or direction over, securities of Vista Gold representing 50% or more of its then issued and outstanding common shares, in any manner whatsoever, including as a result of a take-over bid, an exchange

of securities, an amalgamation, an arrangement, a capital reorganisation or any other business combination;

(iii) the

sale, assignment or other transfer of all or substantially all of the assets, directly or indirectly,

of Vista Gold to a person other than a Group Company;

(iv) the

dissolution or liquidation of Vista Gold, except in connection with the distribution of assets

to one or more Group Companies;

(v) the

occurrence of a transaction requiring approval of Vista Gold’s shareholders whereby

Vista Gold is acquired through consolidation, merger, exchange of securities, purchase of

assets, amalgamation, arrangement or otherwise (other than a short form amalgamation or exchange

of securities with a Group Company); or

(vi) any

transaction or series of related transactions in which, within six months of the date of

the last such transaction, the individuals who, prior to the first such transaction, constituted

the entire Board cease to constitute at least a majority of the Board;

(vii) a

change in the composition of the Board, which occurs at a single meeting of the shareholders

of Vista Gold, such that individuals who are members of the Board immediately prior to such

meeting cease to constitute at least a majority of the Board, without the Board, as constituted

immediately prior to such meeting, having approved of such change; or

(b) in respect of the Company, any

transaction or series of related transactions after which a person other than Vista Gold or a Group Company (or a successor to Vista

Gold that is not itself the subject of a Change of Control under paragraph (a)) acquires the right to control the Company, to elect or

appoint a majority of the directors of the Company, or to acquire all or substantially all of the assets of the Company, provided that

no Change of Control occurs under this paragraph (b) where, immediately after the transaction, Vista Gold or a Group Company (or

a successor to Vista Gold that is not itself the subject of a Change of Control under paragraph (a)) continues to hold, directly or indirectly,

securities carrying a majority of the votes that may be cast at a general meeting of, and of the Company representing 50% or more of

its then issued and outstanding voting shares, or otherwise retains the ability to control the management and affairs of, the Company

or, where the Company does not survive the transaction, the entity that holds those assets.

Notwithstanding paragraphs

(a) and (b), the Board may determine, in its sole discretion, that the establishment of, or contribution of assets or interests

to, any joint venture, partnership, strategic alliance or similar commercial arrangement shall not constitute a Change of Control.

Commencement Date means

September 7, 2026.

Confidential Information includes any trade secrets, patents

(actual or pending), formulas, designs and the like relating to the business affairs of any Group Company, its customers, clients or

suppliers, or any person whose confidential information the Executive accesses or obtains as a result of the Executive’s employment

with the Company. Without limitation, this includes:

(a) any

information concerning the accounts, marketing plans, sales plans, prospects, research, management,

financing, products, inventions, designs, suppliers, clients, customers, management information

systems, computer systems or processes of any Group Company or its customers, clients or

suppliers;

(b) any

database, data surveys, client lists, customer lists, supplier lists, specifications, drawings,

records, reports, software or other documents, material or information, whether in writing

or otherwise, of or concerning a Group Company or its clients, customers or suppliers; and

confidential information which the Executive obtains for or from any third party or any Group

Company under the terms of any confidentiality agreement,

but does not include information

that:

(d) the

Executive can prove by contemporaneous written documents was in the lawful possession of

the Executive before the Company had any dealings with the Executive or was independently

generated by the Executive or on behalf of the Executive;

(e) is in the public domain otherwise

than as a result of a breach of clause 17 or any other obligation of confidentiality owed by the Executive to the Company, Vista Gold

or any Group Company or

(f) was

lawfully obtained by the Executive from any other source that was legally entitled to disclose

it and without restriction on further disclosure.

Corporations Act means

the Corporations Act 2001 (Cth).

Documents

means any document or material regardless of form that contains, refers to or stores Confidential Information, including emails,

abstracts, memoranda, notes, correspondence, records, photographs, drawings, plans, papers, magnetic tapes, computer software or any

other documents or medium capable of recording or storing information.

Dollars or $ means

Australian dollars unless explicitly stated otherwise.

Duties

means the duties and responsibilities of the Position as described in Schedule 1 to this agreement or as otherwise determined by

the Company from time to time.

Engage in means to

participate, assist or otherwise be directly or indirectly involved, concerned or interested as a member, shareholder, unitholder, director,

consultant, adviser, contractor, principal, agent, manager, executive, beneficiary, partner, practitioner, associate, trustee, investor,

financier, fiduciary or in any other capacity.

Group means:

(a) Vista

Gold;

(b) the

Company;

Related Body Corporate of the Company; and

(d) any entity in which Vista Gold,

the Company or any of its Related Bodies Corporate has a direct or indirect interest (including where that direct or indirect interest

is held as trustee or responsible entity).

Group Company means

any member of the Group.

Immediate Family means:

(a) the

spouse (including former spouse), de facto partner (including former de facto partner), child,

parent, grandparent, grandchild, or sibling of the Executive; or

(b) the

child, parent, grandparent, grandchild or sibling of the spouse or de facto partner of the

Executive.

Intellectual Property includes

trademarks, copyright, patents, and designs, whether existing now or in the future and whether or not registered or registrable and includes

any rights subsisting in or relating to trade secrets, know how, inventions, discoveries, geographical indications of origin, circuit

layouts, programming tools, object code, source code, methods, techniques, recipes, formulae, algorithms, modules, libraries and databases

and includes the right to apply for the registration or grant of any intellectual property.

Location means Ground

Floor – 16 Ord Street, West Perth, WA 6005.

Material Adverse Change

means:

(a) the

restructuring of the Executive’s duties in a manner that is substantially inconsistent

with and materially diminishes the Executive’s position;

(b) a

material reduction of Executive’s Base Salary or other compensation;

Company relocating the Executive’s primary work location to any location more than

100 kilometres away from the Executive’s primary work location as of the date of this

agreement,

(d) but

does not include a resignation by the Executive as a director or officer of a company other

than the Company or Vista Gold during the Employment, either at the request of the Company

or Vista Gold or at the initiative of the Executive.

Position means the

position of the Managing Director of the Company.

Related Body Corporate

has the meaning given in section 50 of the Corporations Act.

Superannuation Law means

any requirement under the Superannuation Guarantee (Administration) Act 1992 (Cth), Superannuation Guarantee (Administration)

Regulations 1993, Superannuation Industry (Supervision) Act 1993 (Cth), Superannuation Industry (Supervision) Regulations

1994, Superannuation Guarantee Charge Act 1992 (Cth), and any other present or future legislation, regulations or ordinances

that govern the imposition of the superannuation guarantee charge.

Vista Gold means Vista

Gold Corp., of which the Company is a wholly owned subsidiary.

Works means any literary

or artistic work or other subject matter protected under the Copyright Act 1968 (Cth), as amended from time to time, or under

any other laws protecting any such work or other subject matter in any applicable jurisdiction.

(b) Interpretation

In this agreement, headings

are inserted for convenience only and do not affect the interpretation of this agreement and unless the context otherwise requires:

(a) the

singular includes the plural and vice versa;

(b) if

a word or phrase is defined, its other grammatical forms have a corresponding meaning;

meaning of general words is not limited by specific examples introduced by ‘includes’,

‘including’, ‘for example’, ‘such as’ or similar expressions;

(d) a

reference to a document, including this agreement, is to the document or instrument as amended, varied,

novated, supplemented or replaced from time to time;

(e) a

party includes the party’s successors and permitted transferees and assigns and, if

a party is an individual, includes executors and personal legal representatives;

(f) a

reference to a person includes an individual, a partnership, a corporation or other corporate body, a joint venture,

a firm, a trust, an association (whether incorporated or not), a government and a government authority or agency;

(g) a

reference to a statute, code or other law includes any regulations and other instruments

under them and consolidations, amendments, re-enactments or replacements of any of them;

(h) all

monetary amounts are in Australian dollars, unless otherwise stated and a reference to payment

means payment in Australian dollars; and

(i) if

the day on or by which something must be done is not a Business Day, that thing must be done

on the next Business Day.

Appointment

2.1

Appointment

The Company appoints the Executive

to the Position from the Commencement Date.

Executive’s Duties

3.1

Executive’s obligations

The Executive must:

(a) undertake

the Duties;

(b) exercise

the powers, authorities and discretions appropriate to the roles and responsibilities that

the Board, the CEO or the Company may from time to time delegate to the Executive, including

working in any additional capacities or working within another Group Company;

to, observe and comply with the directions, restrictions and regulations of the Company and Vista Gold made

or given by the Board, the CEO or the Company from time to time;

(d) be

appropriately attired in public and at all times conduct themselves in accordance with the

highest standards of morality, honesty, fairness and in accordance with the values of Vista

Gold and the Company;

(e) faithfully

serve the Company and use the Executive’s best endeavours to promote the interests

and reputation of Vista Gold, the Company and the Group;

(f) not

commit any act or do anything which might tend to bring themselves, Vista Gold, the Company

or the Group into public disrepute, contempt, scandal, or ridicule, or which might tend to

reflect unfavourably on Vista Gold, the Company, the Group or their employees;

(g) devote

the whole of the Executive’s time and abilities during normal working hours, and at such other times as may

be reasonably necessary for the proper performance of the Duties;

(h) comply

with the policies and procedures of Vista Gold, the Company and the Group (Group Policies),

as introduced, communicated, varied and replaced by the Group from time to time. However,

the Group Policies are not incorporated into and do not form part of this agreement. For

the avoidance of doubt, nothing in this clause limits the Executive’s obligation to

comply with the Group Policies.

(i) comply

with those policies and procedures of third parties that Vista Gold or the Company is bound

to comply with as communicated by Vista Gold or the Company from time to time. However, those

policies and procedures are not incorporated into and do not form part of this agreement.

For the avoidance of doubt, nothing in this clause limits the Executive’s obligation

to comply with those policies and procedures.

(j) not,

without prior written consent of the Board or CEO, accept any appointment as a director or

other officer of any company, committee or charity; and

(k) comply

with all of the Executive’s legal obligations to the Company that arise under the Corporations

Act, common law and any other relevant legislation, ministerial directions and standards

issued by government or other relevant authority that apply to the Company.

3.2

Reporting

The Executive will report

directly to the CEO of Vista Gold or any other person nominated by the Board from time to time.

3.3

Hours of work

(a) The

Executive’s ordinary hours of work are 38 hours per week plus such reasonable additional hours

as are necessary for the proper performance of the Duties.

(b) The

Executive is required to attend to the Duties during the Company’s ordinary business hours of 7:30am to

4:30pm Monday to Friday, and at such other times as may be reasonably necessary for the proper performance of the Duties.

due to the nature of their role and the Company’s business, the Executive may be required to monitor, read, contact and/or respond

to contact, or attempted contact, from Vista Gold or the Company (or third party if the contact relates to their work) outside of the

Executive’s working hours and agrees that they will not unreasonably refuse to do so. The Executive acknowledges that their total

remuneration includes an amount to compensate for this requirement.

Location and travel

4.1

Location

The Executive’s

principal place of work is the Location or any other location as reasonably determined by Vista Gold or the Company from time to time.

4.2

Travel

(a) The

Executive may be required to travel both interstate and overseas in order to complete the

Duties.

(b) The

Executive acknowledges that no additional remuneration is payable in respect of any travel

required to perform the Duties and that the Executive must not refuse a reasonable request

to travel.

Continuation of terms and conditions

This agreement will continue

to apply to the Executive’s employment with the Company despite any change to the Position, Duties, Location or the Executive’s

reporting arrangements.

Remuneration

6.1

Base Salary

The Company will pay $580,000

per annum (gross) to the Executive (Base Salary). The Base Salary includes all payments and benefits that the Company is legally

obliged to provide to the Executive, excluding superannuation.

6.2

Salary payments

The Company will pay the Executive’s

salary payments bi-monthly in arrears, or at any other intervals as agreed between the parties, into a bank account nominated by the

Executive.

6.3

Base Salary includes benefits

To the

extent permitted by law, if any award or statutory entitlement requires the Company to provide the Executive with any benefit (including

payment for each hour worked, annual leave loading, pay period specifications, overtime and/or penalty rates, allowances or other applicable

conditions under any legislation, award, enterprise agreement, collective agreement or certified agreement other than superannuation),

the Executive agrees that:

(a) the

Base Salary is specifically set off against, applied to and absorbs that benefit; and

(b) that

benefit forms part of the Base Salary.

6.4

Salary reviews

Vista Gold will review the

Base Salary annually in accordance with its usual remuneration practices. Any remuneration increase will be at the Board’s sole

discretion and the Board is under no obligation to grant any remuneration increase.

6.5

Directors’ fees

The Base Salary is inclusive

of, and no additional remuneration is payable for, the Executive acting as a director of Vista Gold, the Company or any other Group Company.

Superannuation

7.1

The Company superannuation contributions

The Company will make such

superannuation contributions to a superannuation fund for your benefit up to the maximum contribution base as will avoid the Company

being required to pay the superannuation guarantee charge under superannuation legislation with respect to the Executive.

Other entitlements

8.1

Reimbursement of expenses

Following the production of

appropriate receipts, the Company will, in accordance with the Company’s policies, reimburse the Executive for reasonable travelling,

accommodation and general expenses that the Executive incurs in performing the Duties.

8.2

Mobile telephone

The Company will reimburse

the Executive for the Executive’s reasonable mobile telephone expenses, including the cost of a new phone in accordance with technology

replacement policies.

8.3

Laptop computer and other technological devices

(a) The

Executive will be provided with a laptop computer or other similar technological device (Technological

Devices) to assist in the performance of the Duties. The Technological Devices are the property of the Company and are provided for

work related purposes. Personal use should be kept to a minimum.

(b) Unless

otherwise directed by the Company, the Executive is required to perform all business related

work on the Technological Devices.

the Technological Devices in accordance with the Company’s policies and procedures, as amended from time to time, and the Executive’s

obligations under this agreement.

Incentive arrangements

(a) The

Executive may be eligible to participate in an incentive scheme as notified to the Executive

by the Company from time to time.

(b) Subject

to the terms of the incentive scheme, incentive payments are entirely discretionary and will

be paid to the Executive at the sole and absolute discretion of the Company and subject to

Board approval. A payment made to the Executive under an incentive scheme does not create

any entitlement to receive any future incentive payment.

the avoidance of doubt, unless expressly provided otherwise in this agreement, any entitlement

to a payment under an incentive scheme does not form part of the Executive’s remuneration

and is not included for the purpose of calculating payment in lieu of notice of termination,

leave entitlements or any other entitlement under this agreement.

(d) Other

than in the event of a Change of Control or unless otherwise determined by the Board, no incentive payment

will be paid if, on the due date for payment, the Executive’s employment has ended.

Initial Incentive Arrangements

(a) Upon

the Executive’s commencement of employment, Vista Gold will grant the Executive 600,000

restricted stock units (RSUs), of which one-third (1/3) will vest 12 months after the

Commencement Date, one-third (1/3) will vest 24 months after the Commencement Date and the remaining one-third (1/3) will vest 36

months after the Commencement Date.

(b) The

grant of the RSUs is subject to, and governed by, the terms of Vista Gold’s Long Term

Equity Incentive Plan as adopted on adopted on May 3, 2010, as amended May 6, 2015,

May 2, 2019, and March 5, 2023 and any applicable grant documentation.

a Change of Control or Material Adverse Change occurs, the unvested RSUs granted under this

clause 10 will immediately vest in full.

Leave entitlements

(a) The

Executive will be entitled to leave in accordance with the Fair Work Act 2009 (Cth)

and other applicable legislation, including but not limited to annual leave, paid and unpaid

personal/carer’s leave, compassionate leave, parental leave, community service leave,

jury service leave, paid family and domestic violence leave and long service leave.

(b) Annual leave may be taken by the

Executive at a time and for a period agreed between the Executive and the CEO. All requests by the Executive to take annual leave must

be authorised by the CEO.

to take a period of annual leave:

(i) if

the Company shuts down the part of the business in which the Executive works for any reason,

for example during the Christmas/New Year period. If the Executive does not have credited

annual leave to cover the shutdown period, the Executive may be required to take unpaid leave;

(ii) in

accordance with applicable legislation.

(d) If

the Executive needs to take (or needed to take) personal/carer’s leave (paid or unpaid),

the Executive must notify the Company as soon as practicable but at least within the first

hour of the Executive’s expected time of starting work. The Executive should also provide

the CEO with an indication of when the Executive expects to return to work.

(e) In accordance with applicable

legislation, the Company may require that the Executive submit reasonable documentation with respect to any personal or carer’s

leave.

National Employment Standards

If any term of this agreement

is less favourable to the Executive than the National Employment Standards, the National Employment Standards will prevail over the term

to the extent that the term is less favourable. However, the National Employment Standards are not incorporated into and do not form

part of this agreement.

Privacy

(a) The

Executive consents to Vista Gold and the Company collecting, using and disclosing the Executive’s

personal information, as defined in the Privacy Act 1988 (Cth), for any purpose relating to the Executive’s employment.

(b) The

Executive consents to Vista Gold and the Company disclosing the Executive’s personal

information to third parties where necessary for reasons relating to the Executive’s

employment or the conduct and administration of the Company’s or the Group’s

business or as required by applicable law or legal process. Third parties may include the

US Securities and Exchange Commission, NYSE American Stock Exchange, Toronto Stock Exchange,

British Columbia Securities Commission, Australian Tax Office, Australian Securities and

Investments Commission, superannuation fund trustees and administrators, the Company’s

financial and legal advisers and law enforcement bodies. A third party may also be another

company within the corporate group of which the Company is a member and may be located overseas.

Intellectual Property

14.1

Ownership of Intellectual Property

The Company solely and exclusively

owns any Intellectual Property that is developed, conceived, created, discovered, produced or otherwise generated by the Executive, either

individually or otherwise, during the course of the Executive’s employment with the Company, regardless of whether or not the Intellectual

Property is created during work hours, on work premises or using the Company’s equipment.

14.2

Assignment of Intellectual Property

(a) By executing this agreement, the

Executive agrees to:

(i) assign

to the Company (where applicable and at the Company’s expense) any right, title and interest

in and to any of the Intellectual Property referred to in clause 14.1; and

(ii) do

all things necessary, including sign all documents, required to perfect the assignment referred

to in clause 14.2(a)(i).

(b) The

Executive’s obligations under this clause 14, survive the termination of the Executive’s

employment with the Company.

Moral rights

15.1

Moral rights

The Company acknowledges and

agrees that the Executive may have the following rights in relation to Works that the Executive is the author of:

(a) the right of attribution of authorship;

(b) the right not to have authorship

falsely attributed; and

15.2

Consent

(a) In

relation to all Works of which the Executive is the author, the Executive consents to the

Company or another Group Company, whichever is applicable, doing or failing to do anything

which might otherwise infringe the rights referred to in clause 15.1.

(b) The

Executive further agrees to provide any additional or supplementary consents the Company

may require in respect of the rights referred to in clause 15.1.

Executive confirms that the consent given in clauses 15.2(a) and 15.2(b) are given genuinely and will continue

after the Executive’s employment with the Company ceases.

Media contact

The Executive must comply

with any Group Policies regarding engagement with the media, or social media, relating to any matter affecting Vista Gold, the Company

or the Group. After the Executive’s employment with the Company ceases, the Executive will not make any comments relating to any

matter affecting the Company, Vista Gold or the Group to the media or via social media.

Confidentiality

17.1

Obligation of confidence

Both during the employment

and after the Executive’s employment with the Company ceases the Executive must:

(a) maintain

the confidential nature of the Confidential Information;

(b) not

publish, part with the possession of or disclose or otherwise provide to any person any Confidential

Information except in accordance with clause 17.2;

use the Confidential Information for the Executive’s own benefit or to the competitive

disadvantage of the Company or the Group; and

(d) not

copy or allow the copying of any Confidential Information.

17.2 Use and disclosure

(a) The obligations of confidence

in clause 17.1 do not apply to the extent that:

(i) the

Executive has a need to use the Confidential Information in the performance of the Duties;

(ii) Vista

Gold or the Company has given the Executive prior written authorisation to disclose

certain Confidential Information in particular circumstances; or

(iii) the

Executive is required by law to disclose specific Confidential Information provided that

Vista Gold and the Company must be given reasonable prior notice by the Executive of any

proposed disclosure.

(b) The Executive must immediately

notify Vista Gold and the Company of any potential, suspected or actual unauthorised access, disclosure, copying or use of the Confidential

Information or breach of this clause 17.

17.3

Return of Documents

All Documents remain the sole

and exclusive property of the Company. If the Company at any time requests it (whether during the employment or after the termination

of the Executive’s employment with the Company), the Executive must return to the Company or destroy all Documents in the Executive’s

possession, power or control, as directed by the Company.

17.4

No release

Return or destruction of the

Documents under clause 17.3 does not release the Executive from the obligations under this clause 17.

18 Exclusive

employment and conflict of interest

(a) Unless

the Executive has the prior written consent of Vista Gold and the Company, the Executive

must work exclusively for and be employed exclusively by the Company or another Group Company

(as the case may be) until the employment ends.

(b) During

the Executive’s employment, the Executive must not, without the prior written consent

of Vista Gold:

(i) have

any interest, direct or indirect and whether by way of shareholding (except as the holder

of not more than five percent of the issued capital of any company whose shares are listed

on a recognised stock exchange) or otherwise, in any business, firm or entity which is involved

or engaged in a business the same or similar to a business carried on by the Company or the

Group;

(ii) undertake

any other trade, business or profession or become an employee, agent or contractor of any

other person or entity;

(iii) hold

any directorship or other office or accept any other appointment to any other entity or body.

where personal interest may conflict with the interests of the Company, the Group or their customers or clients. If any conflict arises

the Executive must immediately notify the Board and CEO.

Restraint

19.1

Non-solicitation of employees

During the course of the Executive’s

employment with the Company and for six months after the Executive’s employment ends, the Executive must not directly or indirectly,

without the prior written consent of the Company, induce, persuade or encourage or attempt to induce, persuade or encourage any person

who is an employee or contractor of the Company or any other Group Company with whom the Executive has had a direct working relationship,

to leave their employment with, or to cease doing work for, the Company or any other Group

Drug and alcohol testing

(a) The Executive must not attend

work whilst under the influence of drugs and/or alcohol as it may pose significant risks to workplace health and safety and impede the

ability of the Executive to properly perform their role.

(b) The

Executive acknowledges that if the Company reasonably suspects the Executive to be intoxicated or under the influence of drugs and/or

alcohol, the Executive can be directed to cease work without remuneration and intoxication may constitute grounds for disciplinary action.

is Company policy to subject all staff to drug and alcohol testing, periodically and as needed.

Performance Review

On a progressive basis, the

Board and CEO will carry out a formal review of the Executive’s performance. It is intended that this meeting be a two-way forum

for open discussion.

Suspension

(a) If the Company is required to

investigate allegations of misconduct or serious misconduct involving the Executive, it may suspend the Executive with pay while it carries

out that investigation.

(b) The

CEO may at any time during that suspension direct the Executive to perform no work or to

perform duties different to the Duties. A suspension or direction to perform duties different

to the Duties under this clause does not of itself constitute a Material Adverse Change.

Termination

23.1

Notice of termination

(a) Either

party may terminate the Executive’s employment by giving the other party 6 months’

notice in writing. The Executive remains entitled to receive the Executive’s Base Salary,

incentives and any other accrued entitlements up to the date of termination.

(b) The

amount of notice is inclusive of any statutory entitlement a party has to notice of termination

of employment.

23.2

Payment in lieu of notice and garden leave

If the Executive’s employment

is terminated:

(a) under

clause 23.1(a), the Company at its sole discretion may elect to make a proportionate payment

of the Base Salary in lieu of notice (or part of any notice);

(b) to

the extent permitted by law, require the Executive to take annual leave during the notice

period; and

the Executive to undertake any alternative duties and responsibilities as the Company requires,

including undertaking no duties, during all or part of the notice period.

23.3

Change of Control Payment

If, within 6 months after

a Change of Control, either

(i) the

Company terminates the Executive’s employment (other than where the Company is entitled

to terminate the Executive’s employment immediately under the clause headed Immediate

Termination) or

(ii) the

Executive terminates the Executive’s employment as a result of a Material Adverse Change,

the Executive will be entitled

to receive a further amount, payable in addition to, and not in substitution for, any payment in lieu of notice under clause 23.2, equal

to the Executive’s compensation for a period of 12

months

from the date of termination (Change of Control Benefit Period), calculated as the sum of:

(a) the

Base Salary that the Executive would have received during the Change of Control Benefit Period;

and

(b) an amount calculated by reference

to the average percentage of Base Salary paid to the Executive under the short term incentive plan in the 2 years preceding the date

of termination, or, if the Executive has completed less than 2 years’ employment with the Company, the target percentage specified

in the applicable short term incentive grant (excluding any stretch component), prorated for the portion of the calendar year that includes

the Change of Control Benefit Period.

23.4

Immediate termination

The Company

may at its sole discretion terminate the Executive’s employment immediately and without notice if at any time the Executive:

(a) commits any act which may detrimentally

affect Vista Gold, the Company or the Group, including but not limited to a breach of clause 16 of this agreement, an act of dishonesty,

fraud, wilful disobedience, misconduct or breach of duty;

(b) wilfully,

persistently or materially breaches this agreement;

charged with or convicted of a criminal offence or of an offence involving fraud, deception,

dishonesty or misleading conduct;

(d) is

unable, in the reasonable opinion of the Company, to perform the duties under this agreement because of incapacity,

alcohol or drug addiction or other substance abuse; or

(e) does

any act that justifies summary dismissal at common law.

23.5

Redundancy

Should

the Executive’s employment be terminated by reason of redundancy, the Executive may be entitled to severance pay in accordance

with applicable legislation.

23.6

Obligation of reasonable assistance

Where either the Company or

the Executive gives notice terminating the Executive’s employment, the Executive must during any period of notice of termination

continue to act in accordance with this agreement and do all things necessary and reasonably requested by the Company to provide assistance

to the Company and facilitate the transfer of the Duties.

23.7

Obligations of the Executive on termination of employment

(a) The

Executive agrees that clauses 14, 15, 16, 17 and 19 survive the termination of the Executive’s

employment with the Company.

(b) On

termination of the Executive’s employment, the Executive:

(i) must

return to the Company all property of Vista Gold, the Company or the Group in the Executive’s

possession or control including but not limited to all Documents, laptop computers, mobile

telephones, Technological Devices, corporate credit cards, modes of access and keys;

(ii) must

continue to comply with clauses 14, 15, 16, 17 and 19 of this agreement, to the extent those

clauses survive termination;

(iii) agrees

to authorise the Company in writing to withhold from any payments owing by the Company to

the Executive, any amounts the Executive owes the Company; and

(iv) must

complete and execute any necessary documents to state that the Executive is no longer employed

by the Company.

23.8

Resignation of directorships

(a) If

on the termination of the Executive’s employment the Executive is a director or other

officer of the Company or another Group Company, or at the request of the Company is a director

or other officer of a company in which the Company or another Group Company has an interest

or relationship, the Executive must resign as a director or officer of that company as soon

as practicable after the termination of the Executive’s employment.

(b) The

Executive irrevocably appoints the Company Secretary of the Company, or any other employee

nominated by the Company or the Group, as attorney to sign any documents required to give

effect to the Executive’s resignation from the Executive’s position as director

or officer as described in clause 23.8(a).

the Executive’s employment is terminated and the Executive resigns as a director or

other officer, as contemplated in clause 23.8(a), the Executive has no entitlement to any compensation

for the loss of that office.

Monitoring and surveillance

As a condition of using

communication and information technology systems of the Company, Vista Gold or any Group Company, the Executive consents to the

Company and/or Vista Gold carrying out continuous monitoring, recording and surveillance of all communications, and all use of,

information technology systems and electronic resources (including telephone conversations, emails and internet access) in the

course of the Executive’s employment and when using resources of the Company outside work.

Medical examinations

The Executive agrees:

(a) to

participate fully in medical examinations and drug and alcohol testing (at the Company’s

cost) as required by the Company; and

(b) that

the Company may obtain and use the results of these examinations for any purpose relating

to the Executive’s employment.

Compliance with laws

(a) The

exercise of or compliance with any discretion, right or obligation under this agreement is

subject to compliance with all applicable laws, rules and regulations which apply to

the Company or Vista Gold, including the Corporations Act, and the securities laws of Australia,

the United States, Canada and British Columbia.

(b) If

this agreement provides for a payment on termination of the executive’s employment and this

payment that is greater than permitted under the Corporations Act without the need to obtain any form of shareholder approval, then the

Company will:

(i) use

its best endeavours to obtain such shareholder approval as is required to give effect to

an obligation on the Company; or

(ii) reduce

the amount to the level permitted without the need for that shareholder approval to be

obtained, if it is not reasonably practicable to obtain shareholder approval or if shareholder approval is not obtained.

Waiver

27.1

No waiver

No failure

to exercise or delay in exercising any right given by or under this agreement to a party constitutes a waiver and the party may still

exercise that right in the future. No single or partial exercise of any right precludes any other or further exercise of that or any

other right.

27.2

Waiver must be in writing

Any waiver of any provision

of this agreement or a right created under it must be in writing signed by the party giving the waiver and is only effective to the extent

set out in that written waiver.

Counterparts

This agreement may be signed

in any number of counterparts. All counterparts executed separately when taken together constitute one agreement and counterparts executed

separately may be consolidated into a single document.

Fair Work Information Statement

The Executive acknowledges

receipt from the Company of a Fair Work Information Statement. However, the Fair Work Information Statement is not incorporated into

and does not form part of this agreement.

Severability

If any provision of this agreement

is void, voidable by a party, unenforceable, invalid or illegal and would not be so if a word or words were omitted, then that word or

those words are to be severed and if this cannot be done, the entire provision is to be severed from this agreement without affecting

the validity or enforceability of the remaining provisions of this agreement.

Entire agreement

This agreement constitutes

the entire agreement between the parties about its subject matter and supersedes all previous communications, representations, understandings

or agreements between the parties on the subject matter.

Amendment

This agreement may only be

amended or varied by a document in writing signed by each party.

Governing law and jurisdiction

33.1

Governing law

This agreement is governed

by the laws in force in Western Australia.

33.2

Jurisdiction

The parties submit to the

nonexclusive jurisdiction of the courts of Western Australia and the Federal Court of Australia and any courts that may hear appeals

from those courts about any proceedings in connection with this agreement.

EXECUTED as an agreement.

Executive service agreement

Schedule 1- Executive’s

Duties

The Managing Director will be

an integral part of the Vista Gold executive team reporting to the President and CEO of Vista Gold Corp. (“Vista Gold”).

With the CEO and the CFO, the Managing Director will be a member of the Executive Committee of Vista Gold.

The Managing Director will:

- Be Vista Gold’s senior

executive in Australia and the lead executive of Vista Gold Australia Pty Ltd (the “Company”).

- Work

with CEO and CFO of Vista Gold to develop and execute effective corporate strategies, workplans,

and budgets.

- Provide

leadership and accountability for the timely completion of permitting, engineering and design,

construction and commencement of operation of the Mt Todd gold project in Northern Territory,

Australia (the “NT”).

- Oversee

development of an appropriate organization structure and the recruitment, training, and development

of senior management.

- Build

high-functioning executive, project management and operating teams to ensure the successful

execution of the Mt Todd gold project and establish the expectation and achievement of standards

of excellence. Work with CEO of Vista Gold to ensure effective integration of North American

and Australian teams.

- Direct

the implementation and continual improvement of health, safety, environment and social performance

best practices.

- Oversee the Company’s

budgetary and financial controls and reporting, ensuring the efficient and ethical conduct of Vista’s business in Australia and

communication of financial matters to Vista Gold.

- Ensure timely receipt of and

compliance with applicable project permits and authorizations.

- Establish

relationships of trust with NT and Federal government officials, local stakeholders, and

aboriginal leaders in the NT.

- Work

with others in the Vista team to develop and execute an effective Australian IR strategy.

- Engage

with leaders of opinion to improve the reputation and recognition of the Vista Gold name

in Australia.

- Support and participate in

Australia and International IR and fundraising initiatives.

- Ensure

that the Company has proper and functioning administrative policies, systems, controls and

reporting.

- Ensure

timely and accurate completion of regulatory filings and exchange related reports, as applicable,

in Australia and oversee delivery of reporting information required by Vista Gold for filings

in other jurisdictions.

- Review, approve and recommend Company budgets for Vista Gold

approval and ensure that authorized programs and activities are completed with established budgets.

- Provide

accurate and timely feedback to the Vista Gold executive team and Board of Directors.

- Engage

with institutional investors, lenders and others as part of the project financing process.

- Work

with selected advisors, counsel and internal team to achieve a secondary listing on the ASX

if this option is selected as part of the project financing strategy.

- Oversee

the selection process of key contractors/suppliers and lead negotiations of associated contracts.

- Develop a strong organizational

presence in the NT and direct the implementation of HR programs/resources and the organizational culture to attract and retain a qualified

and motivated workforce

Executive Services Agreement - Gavin Ferguson - Managing Director - execution version

Executive service agreement

Signing

page

EXECUTED by VISTA GOLD AUSTRALIA

PTY

LTD ACN 117 327 509 in accordance with

section 127 of the Corporations Act 2001 (Cth) by

being signed by the following officers:

/s/ Frederick H. Earnest

/s/ Julie Jones

Signature of director

Signature of company

secretary

Frederick

H. Earnest

Julie

Jones

Name

of director (please print)

Name

of company secretary (please print)

SIGNED by Gavin Fergusonin

the presence of:

/s/ Julie Jones

/s/ Gavin Ferguson

Signature of witness

Signature of Gavin Ferguson

Julie

Jones

Name

of witness (please print)

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-Number 230

-Section 425

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