Vista Gold Corp美股招股说明书(2026-02-25版)

Theinformation in this preliminary prospectus supplement is not complete and may be changed. This preliminaryprospectussupplement and the accompanying prospectus are part of an effective registration statement filed with theSecurities and Exchange Commission. Thispreliminary prospectussupplement and the accompanying prospectus are not anoffer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale isnot permitted. Subject to Completion, Preliminary Prospectus Supplement dated February25, 2026 VISTA GOLD CORP. $30,000,000 We are offering $30,000,000 of common shares (the “Offering”) at a price of $per common share (the “Offering Price”). Thecommon shares are being offered pursuant to an underwriting agreement dated February, 2026 (the “Underwriting Agreement”),as more fully described under the section entitled “Underwriting” on pageS-17 of this prospectus supplement, among us and CIBCWorld Markets Inc. as the sole bookrunner (the “Sole Bookrunner”), and the underwriters signatory to the Underwriting Agreement asset forth in Schedule 1 thereto (such underwriters, the “Co-Managers” and, collectively with the Sole Bookrunner, the “Underwriters”and each individually, an “Underwriter”). The common shares are being offered and sold in this Offering under U.S. federal securities laws pursuant to the registration statementof which this prospectus supplement and the accompanying base prospectus forms a part and are being offered and sold to purchasersresident in all of the Provinces of Canada other than Quebec pursuant to the listed issuer financing exemption from Canadianprospectus requirements under Part5A of National Instrument45-106 —Prospectus Exemptions(“NI 45-106”), as modified byCoordinated Blanket Order 45-935 –Exemption from Certain Conditions of the Listed Issuer Financing Exemption(collectively, the“LIFE Exemption”). Our common shares are listed on the NYSE American LLC (the “NYSE American”) and the Toronto Stock Exchange (the “TSX”), ineach case under the symbol “VGZ”. The closing price of our common shares on February24, 2026 on the NYSE American was $2.86and on the TSX was Cdn$3.97. We intend to apply to the NYSE American and TSX for the listing of the common shares. Listing ofthe common shares will be subject to us fulfilling all the listing requirements of each of the NYSE American and TSX, respectively. Investing in the common shares involves a high degree of risk. Before buying any common shares, you should read thediscussion of material risks of investing in our common shares in the “Risk Factors” section beginning on pageS-8 of thisprospectus supplement and on page4 of the accompanying base prospectus and in the documents incorporated by referenceherein and therein. (1)One or more of the Underwriters may forgo a portion of the underwriting discount with respect to sales to certain investors.See “Underwriting.”(2)See “Underwriting” beginning on pageS-17 for additional information regarding underwriting discounts and commissions,expense, and other compensation payable to the Underwriters.(3)The amount of proceeds, before expenses, to us does not give effect to any exercise of the option we have granted to theUnderwriters topurchase additional common shares from us as described below. We have granted the Underwriters an option to purchase up to$4,500,000additional of common shares from us for a period of 30 daysfrom March, 2026 (the “Closing Date”) to cover over-allotments, if any, and for market stabilization purposes. The Underwriters expect to deliver the common shares on or about March, 2026, which will be thetrading day followingthe initial trade date for the common shares offered hereby (this settlement cycle being referred to as “T+”). Under Rule15c6-1under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one businessday, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the common sharesprior to the business day preceding the settlement date will be required, by virtue of the fact that the common shares initially will settleT+, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the commonshares who wish to trade the common shares prior to the business day preceding the settlement date should consult their own advisors. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Anyrepresentation to the contrary is a criminal offense. CIBCSole Bookrunner The date of this prospectus supplement is February, 2026 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-iPROSPECTUS SUPPLEMENT SUMMARYS-1NOTE REGARDING FORWARD-LOOKING STAT