Vista Gold Corp美国招股说明书(2026年2月25日版)

PRELIMINARY PROSPECTUS SUPPLEMENT (To Prospectus dated November8, 2024) 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 an 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 as 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 Canadian 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 of 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 this (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, (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 days, 2026 (the “Closing Date”) to cover over-allotments, if any, and for market stabilization purposes. from March 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 shares 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. Any CIBCSole BookrunnerThe date of this prospectus supplement is February TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-iPROSPECTUS SUPPLEMENT SUMMARYS-1NOTE REGARDING FORWARD-LOOKING STATEMENTSS-5 BASE PROSPECTUS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a “shelf” registration statement on FormS-3 that wefiled with the Securities and Exchange Commission, (the “SEC”), on October17, 2024, and that became effective on November8,2024. We provide information to you about this Offering of our common shares in two separate parts: (1)this prospectus supplement,including the documents incorporated by reference, which describes the specific terms regarding this Offering; and (2)theaccompanying base prospectus, including the documents incorporated by reference, which provides more general information, some ofwhich may not apply to this Offering. Generally, when we refer to this “prospectus,” we are referring to both parts of this documentcombined. Before investing in our common shares, you should carefully read this prospectus supplement, the accompanyingprospectus and any free writing prospectus, all information incorporated by reference herein and therein, as well as the additionalinformation described under the headings “Where To Find Additional Information” and “Documents Incorporated by Reference.” When acquiring any of our common shares described in this prospectus supplement, you should rel