10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2017
OR
□	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to

Commission file number: 001-9025

   

VISTA GOLD CORP.

 (Exact Name of Registrant as Specified in its Charter)

British Columbia	98-0542444
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado	80127
(Address of Principal Executive Offices)	(Zip Code)

(720) 981-1185

(Registrant’s Telephone Number, including Area Code)

Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒No □

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ☒No □

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “Accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

      Large Accelerated Filer □   Accelerated Filer ☒  Non-Accelerated Filer □

Smaller Reporting Company  □  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.  



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes □ No ☒    

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date: 98,196,308 common shares, without par value, outstanding as of April 26, 2017.

VISTA GOLD CORP.

(An Exploration Stage Enterprise)

FORM 10-Q

For the Quarter Ended March 31, 2017

INDEX

	Page
PART I – FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 4. CONTROLS AND PROCEDURES	18
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	19
ITEM 1A. RISK FACTORS	19
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	19
ITEM 4. MINE SAFETY DISCLOSURE	19
ITEM 5. OTHER INFORMATION	19
ITEM 6. EXHIBITS	20
SIGNATURES

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PART I

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

VISTA GOLD CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in U.S. dollars and in thousands, except shares)

	March 31,		December 31,
	2017		2016
Assets:
Current assets:
Cash and cash equivalents	$	1,360	$	1,904
Short-term investments (Note 2)		20,484		21,975
Other investments, at fair value (Note 2)		4,682		4,994
Other current assets		633		648
Total current assets		27,159		29,521
Non-current assets:
Mineral properties (Note 3)		3,874		3,874
Plant and equipment, net (Note 4)		8,040		8,213
Total non-current assets		11,914		12,087
Total assets	$	39,073	$	41,608
Liabilities and Shareholders' Equity:
Current liabilities:
Accounts payable	$	164	$	252
Accrued liabilities and other		655		481
Provision for environmental liability		336		350
Total current liabilities		1,155		1,083
Total liabilities		1,155		1,083
Commitments and contingencies – (Note 6)
Shareholders' equity:
Common shares, no par value - unlimited shares authorized; shares outstanding: 2017 - 98,196,308 and 2016 - 97,786,608 (Note 5)		455,689		455,443
Accumulated other comprehensive income		9		15
Accumulated deficit		(417,780)		(414,933)
Total shareholders' equity		37,918		40,525
Total liabilities and shareholders' equity	$	39,073	$	41,608

Approved by the Board of Directors

Racy A. S
/s/ Tracy A. Stevenson Tracy A. Stevenson Director	/s/ John M. Clark John M. Clark Director

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VISTA GOLD CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME/(LOSS) AND COMPREHENSIVE INCOME/(LOSS)

(Dollar amounts in U.S. dollars and in thousands, except share and per share data)

	Three Months Ended March 31,
	2017		2016
Operating expense:
Exploration, property evaluation and holding costs	$	(1,752)	$	(987)
Corporate administration		(1,021)		(1,088)
Depreciation and amortization		(169)		(153)
Gain on disposal of mineral property, net (Note 3)		358		150
Total operating expense		(2,584)		(2,078)
Non-operating income/(expense):
Gain/(loss) on other investments (Note 2)		(312)		543
Research and development grant, net (Note 9)		—		744
Interest income		50		12
Other income/(expense)		(1)		65
Total non-operating income/(expense)		(263)		1,364
Net loss	$	(2,847)	$	(714)
Other comprehensive loss:
Unrealized fair value increase/(decrease) on available-for-sale securities		(6)		17
Comprehensive loss	$	(2,853)	$	(697)
Basic:
Weighted average number of shares outstanding		97,894,661		82,888,987
Net loss per share	$	(0.03)	$	(0.01)
Diluted:
Weighted average number of shares outstanding		97,894,661		82,888,987
Net loss per share	$	(0.03)	$	(0.01)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VISTA GOLD CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Dollar amounts in U.S. dollars and in thousands)

						Accumulatedother		Total
	Common			Accumulated		comprehensive		shareholders'
	shares	Amount		deficit		income/(loss)		equity
Balances at December 31, 2015	82,883,562	$	438,900	$	(411,800)	$	(35)	$	27,065
Units issued (net of offering costs of $1,425)	12,362,500		15,883		—		—		15,883
Shares issued (RSUs vested/options exercised)	2,540,546		15		—		—		15
Stock-based compensation	—		645		—		—		645
Other comprehensive income	—		—		—		50		50
Net loss	—		—		(3,133)		—		(3,133)
Balances at December 31, 2016	97,786,608	$	455,443	$	(414,933)	$	15	$	40,525
Shares issued (RSUs vested)	409,700		—		—		—		—
Stock-based compensation	—		246		—		—		246
Other comprehensive loss	—		—		—		(6)		(6)
Net loss	—		—		(2,847)		—		(2,847)
Balances at March 31, 2017	98,196,308	$	455,689	$	(417,780)	$	9	$	37,918

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VISTA GOLD CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in U.S. dollars and in thousands)

	Three months ended  March 31,
	2017		2016
Cash flows from operating activities:
Net loss for the period	$	(2,847)	$	(714)
Adjustments to reconcile net loss for the period to net cash used in operations:
Depreciation and amortization		169		153
Stock-based compensation		246		142
Gain on disposal of mineral property		(358)		(150)
(Gain)/loss on other investments		312		(543)
Change in working capital account items:
Other current assets		13		(10)
Accounts payable, accrued liabilities and other		72		36
Net cash used in operating activities		(2,393)		(1,086)
Cash flows from investing activities:
Disposition of short-term investments, net of acquisitions		1,491		2,581
Proceeds from option/sale agreements, net		358		150
Net cash provided by investing activities		1,849		2,731
Cash flows from financing activities:
Net cash provided by financing activities		—		—
Net increase/(decrease) in cash and cash equivalents		(544)		1,645
Cash and cash equivalents, beginning of period		1,904		902
Cash and cash equivalents, end of period	$	1,360	$	2,547

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VISTA GOLD CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All dollar amounts in U.S dollars and in thousands, except per share and per option amounts unless otherwise noted)

1. Nature of Operations and Basis of Presentation

Vista Gold Corp. and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) operate in the gold mining industry. We are focused on the evaluation, acquisition, exploration and advancement of gold exploration and potential development projects, which may lead to gold production or value adding strategic transactions such as earn-in right agreements, option agreements, leases to third parties, joint venture arrangements with other mining companies, or outright sales of assets for cash and/or other consideration.  We look for opportunities to improve the value of our gold projects through exploration drilling and/or technical studies focused on optimizing previous engineering work. 

The Company’s flagship asset is its 100% owned Mt Todd gold project (“Mt Todd”) in the Northern Territory (“NT”) Australia, where we are seeking approval of our final environmental authorization and evaluating potential material process improvements in anticipation of commencing an update of our July 2014 Preliminary Feasibility Study (“PFS”). We also hold 4.3% of the outstanding common shares in the capital of Midas Gold Corp. (“Midas Gold Shares”), a non-core project in Mexico and royalty interests in the United States and Indonesia. 

The interim Condensed Consolidated Financial Statements (“interim statements”) of the Company are unaudited. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2016 as filed on February 22, 2017 on Form 10-K. The year-end balance sheet data was derived from the audited financial statements and, in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by United States generally accepted accounting principles have been condensed or omitted. 

References to C$ refer to Canadian currency, A$ to Australian currency and $ to United States currency.

2. Short-term and Other Investments

Short-term investments

As of March 31, 2017 and December 31, 2016, the amortized cost basis of our short-term investments was $20,484 and $21,975, respectively. The amortized cost basis approximates fair value at March 31, 2017 and December 31, 2016. Short-term investments at March 31, 2017 and December 31, 2016 are comprised of U.S. government treasury bills and/or notes, all of which have maturity dates greater than 90 days but less than one year. 

Other investments - Midas Gold Shares 

Upon initial recognition of our investment in the Midas Gold Shares, we elected to apply the fair value option, and as such, the investment in Midas Gold Shares is recorded at fair value in the Condensed Consolidated Balance Sheets. Subsequent changes in fair value are recorded in the Condensed Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss) in the period in which they occur. 

The following table summarizes our investment in Midas Gold Shares as of March 31, 2017 and December 31, 2016.

	March 31, 2017		December 31, 2016
Fair value at beginning of period	$	4,994	$	1,798
Gain/(loss) during the period		(312)		3,196
Fair value at end of period	$	4,682	$	4,994
Midas Gold Shares held at the end of the period		7,802,615		7,802,615

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VISTA GOLD CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All dollar amounts in U.S dollars and in thousands, except per share and per option amounts unless otherwise noted)

3. Mineral Properties

	At March 31, 2017		At December 31, 2016
Mt Todd, Australia	$	2,146	$	2,146
Guadalupe de los Reyes, Mexico		1,728		1,728
	$	3,874	$	3,874

Long Valley Claims

During the first quarter of 2017, we sold our Long Valley unpatented mining claims located in California for consideration, net of transaction costs, of $358 which was paid at closing; a future payment of $500 one month after the start of commercial production; a future payment of $500 on or prior to the first anniversary of the start of commercial production; and a  net smelter return royalty (“NSR”) on any future production from said claims at a variable rate between 0.5% and 2.0% depending on the average gold price realization. This resulted in a realized gain of $358 in the first quarter of 2017.

Utah Claims

During the first quarter of 2016, we sold our unpatented mining claims located in Utah for $150 and a 2% NSR on any future production from said claims. This resulted in a realized gain of $150 in the first quarter of 2016. 

4. Plant and Equipment

	March 31, 2017						December 31, 2016
			Accumulated						Accumulated
	Cost		depreciation		Net		Cost		depreciation		Net
Mt Todd, Australia	$	5,654	$	4,114	$	1,540	$	5,654	$	3,944	$	1,710
Guadalupe de los Reyes, Mexico		—		—		—		14		11		3
Corporate, United States		333		333		—		333		333		—
Used mill equipment, Canada		6,500		—		6,500		6,500		—		6,500
	$	12,487	$	4,447	$	8,040	$	12,501	$	4,288	$	8,213

5. Common Shares

Warrants

Warrant activity is summarized in the following table:

		Weighted		Weighted
		average		average
	Warrants	exercise price		remaining life
	outstanding	per share		(yrs.)	Intrinsic value
As of December 31, 2016	6,514,625	$	1.92	2.6	$	—
As of March 31, 2017	6,514,625	$	1.92	2.4	$	—

Stock-Based Compensation

Under our Stock Option Plan (the “Plan”) and our Long-Term Equity Incentive Plan (the “LTIP”), we may grant options and/or restricted stock units (“RSUs”) or restricted stock awards to our directors, officers, employees and consultants.  The combined maximum number of our common shares (“Common Shares”) that may be reserved for issuance under the Plan and the LTIP is a variable number equal to 10% of the issued and outstanding Common Shares on a non-diluted basis at any one time.  Options and RSUs under the Plan and LTIP, respectively, are granted from time to time at the discretion of the Board of Directors of the Company (“Board”), with vesting periods and other terms as

8

VISTA GOLD CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All dollar amounts in U.S dollars and in thousands, except per share and per option amounts unless otherwise noted)

determined by the Board.  Stock-based compensation expense for the three months ended March 31, 2017 and 2016 is as follows: 

	Three Months Ended March 31,
	2017		2016
Stock options	$	12	$	2
Restricted stock units		234		140
	$	246	$	142

As of March 31, 2017, stock options and RSUs had unrecognized compensation expense of $29 and $608, respectively, which is expected to be recognized over a weighted average period of 1.1 and 1.2 years, respectively.

Stock Options

A summary of options under the Plan as of March 31, 2017 is set forth in the following table:

		Weighted average		Weighted average	Aggregate
	Number of	exercise price		remaining	intrinsic
	options	per option		contractual term	value
Outstanding - December 31, 2016	1,544,500	$	1.05	1.8	$	626
Outstanding - March 31, 2017	1,544,500	$	1.05	1.6	$	696
Exercisable - March 31, 2017	1,248,250	$	1.18	1.4	$	534

A summary of our unvested stock options as of March 31, 2017 is set forth in the following table:

				Weighted
		Weighted		average
		average		remaining
		grant-date		amortization
	Number of	fair value		period
	options	per option		(Years)
Unvested - December 31, 2016	296,250	$	0.30	1.2
Unvested - March 31, 2017	296,250	$	0.30	1.1

Restricted Stock Units

The following table summarizes the RSUs outstanding under the LTIP as of March 31, 2017:

		Weighted average
	Number	grant-date fair
	of units	value per unit
Unvested - December 31, 2016	2,668,387	$	0.49
Cancelled/forfeited	(72,300)		0.52
Vested	(409,700)		0.52
Granted	225,000		0.97
Unvested - March 31, 2017	2,411,387	$	0.53

A portion of the RSU awards vest on a fixed future date provided the recipient continues to be affiliated with Vista on that date.  Other RSU awards vest subject to certain performance and market criteria, including the accomplishment of certain corporate objectives and the Company’s share price performance.  The minimum vesting period for RSUs is one year.  

9

VISTA GOLD CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All dollar amounts in U.S dollars and in thousands, except per share and per option amounts unless otherwise noted)

6. Commitments and Contingencies

Our exploration and development activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. As such, the future expenditures that may be required for compliance with these laws and regulations cannot be predicted. We conduct our operations in an effort to minimize effects on the environment and believe our operations are in compliance with applicable laws and regulations in all material respects.

Under our agreement with the Jawoyn Association Aboriginal Corporation (the  “JAAC”), we must offer the JAAC the opportunity to establish a joint venture with Vista holding a 90% participating interest and the JAAC holding a 10% participating interest in Mt Todd. In addition, the JAAC will be entitled to an annual cash payment, or payment in kind, equal to 1% of the value of the annual gold production from the current mining licenses, and a 1% NSR on other metals, subject to a minimum payment of A$50 per year.

During November 2015, we entered into a two-year lease agreement to store our used mill equipment.  Monthly rent for the term of the lease is C$18 ($13). This lease agreement was subsequently extended for an additional year on substantially the same terms.

7. Fair Value Accounting

The following table sets forth the Company’s assets measured at fair value by level within the fair value hierarchy. As required by accounting guidance, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. 

	Fair value at March 31, 2017
	Total		Level 1		Level 3
Marketable securities	$	101	$	101	$	—
Other investments (Midas Gold Shares)		4,682		4,682		—

	Fair value at December 31, 2016
	Total		Level 1		Level 3
Marketable securities	$	109	$	109	$	—
Other investments (Midas Gold Shares)		4,994		4,994		—
Used mill equipment (non-recurring)		6,500		—		6,500

Our marketable securities and investment in Midas Gold Shares are classified as Level 1 of the fair value hierarchy as they are valued at quoted market prices in an active market.  Marketable securities are included in other current assets on the Condensed Consolidated Balance Sheets for each period presented.

The used mill equipment is classified as Level 3 of the fair value hierarchy as its value at December 31, 2016 was based on an independent third party valuation. As of March 31, 2017, an independent third party evaluation was not deemed necessary.  The mill equipment is included in plant and equipment on the Condensed Consolidated Balance Sheets for each period presented.

There have been no transfers between levels in 2017, nor have there been any changes in valuation techniques.

10

VISTA GOLD CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All dollar amounts in U.S dollars and in thousands, except per share and per option amounts unless otherwise noted)

8. Geographic and Segment Information

The Company has one reportable operating segment.  We evaluate, acquire, explore and advance gold exploration and potential development projects, which may lead to gold production or value adding strategic transactions.  These activities are currently focused principally in Australia. We reported no revenues during the three months ended March 31, 2017 and 2016.  Geographic location of mineral properties and plant and equipment is provided in Notes 3 and 4, respectively.

9. Research and Development Grant

During the three months ended March 31, 2016, the Company received Research & Development (“R&D”) Tax Incentive refunds, net of costs to prepare and file, paid under the Australian Government’s R&D Tax Incentive Program, a program designed to encourage industry to engage in R&D activities that benefit Australia.  The R&D Tax Incentive Program is a self-assessment process, and as such, the Australian Government has the right to review the qualifying programs and expenditures for a period of four years. As of March 31, 2017, the Australian Government has not initiated a review.  

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements for the three months ended March 31, 2017, and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States. This discussion and analysis contains forward-looking statements and forward-looking information that involve risks, uncertainties and assumptions.  Our actual results may differ materially from those anticipated in these forward-looking statements and information as a result of many factors.  See section heading “Note Regarding Forward-Looking Statements” below.

All dollar amounts stated herein are in U.S. dollars in thousands, except per share amounts and currency exchange rates unless specified otherwise. References to C$ refer to Canadian currency, A$ to Australian currency and $ to United States currency.

Overview

Vista Gold Corp. and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) are engaged in the gold mining industry. We are focused on the evaluation, acquisition, exploration and advancement of gold exploration and potential development projects, which may lead to gold production or value adding strategic transactions such as earn-in right agreements, option agreements, leases to third parties, joint venture arrangements with other mining companies, or outright sales of assets for cash and/or other consideration.  We look for opportunities to improve the value of our gold projects through exploration drilling and/or technical studies focused on optimizing previous engineering work. We do not currently generate cash flows from mining operations.

The Company’s flagship asset is its 100% owned Mt Todd gold project (“Mt Todd”) in the Northern Territory (“NT”) Australia, where we are seeking approval of our final environmental authorization and evaluating potential material process improvements in anticipation of commencing an update of our July 2014 Preliminary Feasibility Study (“PFS”).

Ultimately, a development decision at Mt Todd will depend on several factors, principally a sustainable acceptable gold price, a favorable outlook for the AUD:USD exchange rate, completion of a positive feasibility study and the availability of financing. 

As one of the largest, undeveloped single-deposit gold projects in Australia, we believe Mt Todd is a highly strategic gold project with several potential paths to production. Our strong working capital position provides us the flexibility to advance work at Mt Todd and select a development strategy that we believe will  maximize shareholder value. 

Results from Operations

Summary

Through March 31, 2017, we continued to effectively execute a strategy of strict cost control while completing selected discretionary programs that are expected to add value to Mt Todd.  As a result of an equity financing completed in 2016, we believe we are well funded, and we have no debt.

Consolidated net loss for the three months ended March 31, 2017 and 2016 was $2,847 and $714 or $0.03 and $0.01 per share, respectively.  The principal components of these year-over-year changes are discussed below.

Exploration, property evaluation and holding costs

Exploration, property evaluation and holding costs were $1,752 and $987 during the three months ended March 31, 2017 and 2016, respectively. These costs are predominantly associated with Mt Todd. For the three months ended March 31, 2017 and 2016, our fixed costs (which include cash expenditures necessary to ensure that we preserve our property rights and meet all of our safety, regulatory and environmental responsibilities) were substantially unchanged period over period, consistent with our expectations. During the first quarter of 2017, discretionary costs were incurred in completing the drilling program to generate approximately 20 tonnes of PQ (3.75 inch diameter) core from the Batman deposit.  The

12

core will be used to complete additional feasibility-level metallurgical studies, with completion of those studies expected in the third quarter of 2017.  In addition, significant progress has been made in completion of a draft of the Mine Management Plan (“MMP”). The magnitude of discretionary programs during the three months ended March 31, 2016 was significantly lower than the discretionary programs during the three months ended March 31, 2017

Corporate administration

Corporate administration costs were $1,021 and $1,088 during the three months ended March 31, 2017 and 2016, respectively.  Corporate fixed cash costs were substantially unchanged year over year. 

Gain on disposal of mineral property

Long Valley claims

During the first quarter of 2017, we sold our Long Valley unpatented mining claims located in California for consideration, net of transaction costs, of $358 which was paid at closing; a future payment of $500 one month after the start of commercial production; a future payment of $500 on or prior to the first anniversary of the start of commercial production; and a  net smelter return royalty (“NSR”) on any future production from said claims at a variable rate between 0.5% and 2.0% depending on the average gold price realization. This resulted in a realized gain of $358 in the first quarter of 2017.

Utah claims

During the first quarter of 2016, we sold our unpatented mining claims located in Utah for $150 and a 2% NSR on any future production from said claims. This resulted in a realized gain of $150 in the first quarter of 2016. 

Non-operating income and expenses

Gain/(loss) on other investments

Gain/(loss) on other investments was $(312) and $543 for the three months ended March 31, 2017 and 2016, respectively.  These amounts are the result of changes in fair value of our Midas Gold Shares.  

Research and development grant

During the three months ended March 2016, the Company received $744, net of costs to prepare and file, from the Australian Government related to R&D activities at Mt Todd.  These refunds are related to costs we incurred during the 2014 fiscal year for qualifying R&D programs. Grants in 2017, if any, are not expected to be material.

Financial Position, Liquidity and Capital Resources

Operating activities

Net cash used in operating activities was $2,393 and $1,086 for the three months ended March 31, 2017 and 2016, respectively.  Cash used in 2016 is net of grants totaling $744 from the Government of Australia related to R&D expenditures we incurred in 2014.  No similar grants were received in 2017. Other factors that contributed to the period over period change are those discussed in “Results from Operations” above. 

Investing activities

Net cash of $1,849 and $2,731 for the months ended March 31, 2017 and 2016, respectively, was primarily provided by the disposition of short-term investments, net of acquisitions.

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Financing activities

There were no cash transactions from financing activities during the three months ended March 31, 2017 or 2016.

Liquidity and capital resources

Our cash and short-term investments as of March 31, 2017 decreased to $21,844 from $23,879 at December 31, 2016; and our net working capital decreased to $26,004 as at March 31, 2017 from $28,438 at December 31, 2016 due mainly to expenditures for operating and discretionary activities.

With the completion of our financing in August 2016, we believe we are well funded with sufficient working capital to cover our fixed costs for several years.  Our fixed costs include cash expenditures necessary to ensure that we preserve our property rights and meet all of our safety, regulatory and environmental responsibilities. We also believe that we have sufficient funding to complete all of the critical milestones, including permitting and feasibility studies, necessary to advance the Mt Todd gold project to the point of a development decision. 

Potential future sources of non-dilutive financing include the sale of our used mill equipment and other non-core assets such as Guadalupe de los Reyes; and, depending on market conditions, the sale of some or all of our remaining common shares of Midas Gold Corp. (“Midas Gold Shares”).  R&D grants from the Government of Australia, if any, are not expected to be material in 2017. 

The continuing long-term viability of the Company is dependent upon our ability to secure sufficient funding and ultimately to generate future profits from operations or sales of assets. The underlying value and recoverability of the amounts shown as mineral properties and plant and equipment in our Condensed Consolidated Balance Sheets are dependent on our ability to fund exploration and development activities that could lead to profitable production or proceeds from the disposition of these assets.

Fair Value Accounting

The following table sets forth the Company’s assets measured at fair value by level within the fair value hierarchy. As required by accounting guidance, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. 

	Fair value at March 31, 2017
	Total		Level 1		Level 3
Marketable securities	$	101	$	101	$	—
Other investments (Midas Gold Shares)		4,682		4,682		—

	Fair value at December 31, 2016
	Total		Level 1		Level 3
Marketable securities	$	109	$	109	$	—
Other investments (Midas Gold Shares)		4,994		4,994		—
Used mill equipment (non-recurring)		6,500		—		6,500

Our marketable securities and investment in Midas Gold Shares are classified as Level 1 of the fair value hierarchy as they are valued at quoted market prices in an active market.  Marketable securities are included in other current assets on the Condensed Consolidated Balance Sheets for each period presented.

The used mill equipment is classified as Level 3 of the fair value hierarchy as its value at December 31, 2016 was based on an independent third party valuation. As of March 31, 2017, an independent third party evaluation was not deemed necessary.  The used mill equipment is included in plant and equipment on the Condensed Consolidated Balance Sheets for each period presented.

There have been no transfers between levels in 2017, nor have there been any changes in valuation techniques.

14

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Contractual Obligations

During November 2015, we entered into a two-year lease agreement to store our used mill equipment.  Monthly rent for the term of the lease is C$18 ($13). This lease agreement was subsequently extended for an additional year on substantially the same terms. 

Project Updates

Mt Todd Gold Project, Northern Territory, Australia

In late 2016, we completed preliminary process area optimization studies that indicated that selectively screening and rejecting sub-economic, coarse crusher product prior to grinding could be expected to produce higher gold recoveries and lower process area operating costs.  These results were encouraging and warranted additional metallurgical test work.  Accordingly, in December 2016, we initiated a drill program to generate approximately 20 tonnes of PQ (3.75 inch diameter) core from the Batman deposit, which was completed in January 2017. The core will be used to complete additional feasibility-level metallurgical studies (automated sorting, fine grinding, gold recovery and rheology/tailings classification), with completion of these studies expected in the third quarter of 2017.

Confirmation of the preliminary test work is expected to support material improvements to the economics of the Mt Todd gold project without significant alterations to the current flow sheet. An update of the PFS, which would integrate these potential flow sheet alterations and the associated economic benefits, will likely follow completion of these studies. We also plan to complete a first draft of the MMP in the third quarter of 2017.  The MMP is essentially the plan of operations, and is one of the final remaining major permits.

Certain U.S. Federal Income Tax Considerations

Vista has been a “passive foreign investment company” (“PFIC”) as defined under Section 1297 of the U.S. Internal Revenue Code of 1986, as amended, in recent years and expects to continue to be a PFIC in the future. Current and prospective United States shareholders should consult their tax advisors as to the tax consequences of PFIC classification and the U.S. federal tax treatment of PFICs. Additional information on this matter is included in Vista’s Annual Report on Form 10-K for the year ended December 31, 2016, under “Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Certain United States Federal Income Tax Considerations.”

Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information under Canadian securities laws that are intended to be covered by the safe harbor created by such legislation. All statements, other than statements of historical facts, included in this quarterly report on Form 10-Q, our other filings with the SEC and Canadian securities commissions and in press releases and public statements by our officers or representatives that address activities, events or developments that we expect or anticipate will or may occur in the future are forward-looking statements and forward-looking information, including, but not limited to, such things as those listed below:

· our belief that selectively screening and rejecting sub-economic material could improve gold recoveries and lower process operating costs at Mt Todd;

· our belief that confirmation of preliminary test work could support improved economics of the Mt Todd project;

· our expectation that we will complete additional feasibility level metallurgical studies in the third quarter of 2017;

15

· our expectation that we will update the July 2014 Preliminary Feasibility Study integrating possible flow sheet changes following completion of the additional metallurgical studies;

· our expectation that we will complete the first draft of the Mine Management Plan in the third quarter of 2017;

· our plans and available funding to continue to identify and study potential Mt Todd optimizations, project improvements and efficiencies;

· the feasibility of Mt Todd;

· our ability to sustain fixed costs (those cash expenditures necessary to ensure that we preserve our property rights and meet all of our safety, regulatory and environmental responsibilities) for several years;

· our expectation that we will be able to fund Mt Todd to the point of a development decision;

· the potential monetization of our non-core assets, including our mill equipment which is for sale, the Guadalupe de los Reyes gold project, and our Midas Gold Shares;

· our expectation that 2017 R&D grants from the Government of Australia, if any, will not be material;

· our ability to provide sufficient additional information required to complete the  Environmental Protection and Biodiversity Conservation Act 1999 authorization;

· estimates of future operating and financial performance;

· potential funding requirements and sources of capital, including near-term sources of additional cash;

· our expectation that the Company will continue to incur losses and will not pay dividends for the foreseeable future;

· the timing, performance and results of feasibility studies; 

· our potential entry into agreements to find, lease, purchase, option or sell mineral interests;

· plans for evaluation and advancement of Mt Todd;

· our expectation of Mt Todd’s impact, including environmental and economic impacts;

· plans and estimates concerning potential project exploration and development, including the use of high pressure grinding roll crushers and access to a water supply, as well as the ability to obtain all required permits; 

· our belief that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and regulations in all of the jurisdictions in which we operate;

· our belief that we maintain reasonable amounts of insurance;

· estimates of mineral reserves and mineral resources;

· our intention to seek partners to advance the Guadalupe de los Reyes project;

· our intention to improve the value of our gold projects;

· potential changes in regulations or taxation initiatives; and

· our expectation that we will continue to be a passive foreign investment company (“PFIC”).

Forward-looking statements and forward-looking information have been based upon our current business and operating plans, as approved by the Company’s Board of Directors; our cash and other funding requirements and timing and sources thereof; results of pre-feasibility and feasibility studies, mineral resource and reserve estimates, preliminary economic assessments and exploration activities; advancements of the Company’s required permitting processes; our experience working with our regulators; current market conditions and project development plans. The words “estimate,” “plan,” “anticipate,” “expect,” “intend,” “believe,” “will,” “may” and similar expressions are intended to identify forward-looking statements and forward-looking information. These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be

16

materially different from any results, performance or achievements expressed or implied by such forward-looking statements and forward-looking information. These factors include risks such as: 

· our ability to raise additional capital or raise funds from the sale of non-core assets on favorable terms, if at all;

· accuracy of current results of preliminary process area optimization studies;

· pre-feasibility and feasibility study results and preliminary assessment results and the accuracy of estimates and assumptions on which they are based; 

· resource and reserve estimate results, the accuracy of such estimates and the accuracy of sampling and subsequent  assays and geologic interpretations on which they are based; 

· technical and operational feasibility and the economic viability of deposits; 

· our ability to obtain, renew or maintain the necessary authorizations and permits for Mt Todd, including its development plans and operating activities; 

· the timing and results of a feasibility study on Mt Todd;

· delays in commencement of construction at Mt Todd;

· increased costs that affect our operations or our financial condition;

· our reliance on third parties to fulfill their obligations under agreements with us;

· whether projects not managed by us will comply with our standards or meet our objectives;

· a shortage of skilled labor, equipment and supplies;

· whether our acquisition, exploration and development activities, as well as the realization of the market value of our assets, will be commercially successful and whether any transactions we enter into will maximize the realization of the market value of our assets;

· the lack of cash dividend payments by us;

· the success of future joint ventures, partnerships and other arrangements relating to our properties;

· industry consolidation which could result in the acquisition of a control position in the Company for less than fair value;

· perception of potential environmental impact of Mt Todd;

· known and unknown environmental and reclamation liabilities, including reclamation requirements at Mt Todd;

· our history of losses from operations;

· future water supply issues at Mt Todd;

· litigation or other legal claims;

· environmental lawsuits;

· lack of adequate insurance to cover potential liabilities;

· our ability to attract, retain and hire key personnel;

· fluctuations in the price of gold;

· volatility in our stock price;

· inherent hazards of mining exploration, development and operating activities;

· the accuracy of calculations of mineral reserves, mineral resources and mineralized material fluctuations therein based on metal prices, and inherent vulnerability of the ore and recoverability of metal in the mining process;

17

· changes in environmental regulations to which our exploration and development operations are subject;

· changes in climate change regulations could result in increased operating costs;

· intense competition in the mining industry;

· potential challenges to the title to our mineral properties;

· evolving corporate governance and public disclosure regulations;

· tax initiatives on domestic and international levels;

· fluctuation in foreign currency values;

· potential review of our Australian R&D grants; and

· our likely status as a PFIC for U.S. federal tax purposes.

For a more detailed discussion of such risks and other important factors that could cause actual results to differ materially from those in such forward-looking statements and forward-looking information, please see the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2016, under “Part I-Item 1A. Risk Factors”. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements and forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that these statements will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements. Except as required by law, we assume no obligation to publicly update any forward-looking statements and forward-looking information, whether as a result of new information, future events or otherwise.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We operate in the gold mining industry. We are focused on the evaluation, acquisition, exploration and advancement of gold exploration and potential development projects, which may lead to gold production or value adding strategic transactions such as earn-in right agreements, option agreements, leases to third parties, joint venture arrangements with other mining companies, or outright sales of assets for cash and/or other consideration.  The value of our properties, as well as our investment in Midas Gold shares, is closely related to the price of gold, and changes in the price of gold could affect the value of, and/or our ability to generate revenue from, these assets.

Gold prices may fluctuate widely from time to time and are affected by numerous factors, including: expectations with respect to the rate of inflation, exchange rates, interest rates, global and regional political and economic circumstances and governmental policies, including those with respect to gold holdings by central banks. The demand for and supply of gold affect gold prices, but not necessarily in the same manner as demand and supply affect the prices of other commodities. The supply of gold consists of a combination of new mine production and existing stocks of bullion and fabricated gold held by governments, public and private financial institutions, industrial organizations and private individuals. The demand for gold primarily consists of jewelry and investments. Additionally, hedging activities by producers, consumers, financial institutions and individuals can affect gold supply and demand. Because of these dynamics, it is extremely difficult to predict the future market value of gold with any certainty.

Our principal gold project is located in Australia, consequently we are subject to Australian dollar currency fluctuations. We do not currently engage in currency hedging to offset any risk of currency fluctuations.

ITEM 4.  CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures.

At the end of the period covered by this quarterly report on Form 10-Q for the three months ended March 31, 2017, an evaluation was carried out under the supervision of and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on

18

that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended March 31, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1.  LEGAL PROCEEDINGS.

We are not aware of any material pending or threatened litigation or of any proceedings known to be contemplated by governmental authorities that are, or would be, likely to have a material adverse effect upon us or our operations, taken as a whole. 

ITEM 1A.  RISK FACTORS.

There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the SEC and Canadian securities regulatory authorities on February 22, 2017.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  MINE SAFETY DISCLOSURE.

We consider health, safety and environmental stewardship to be a core value for us.

Pursuant to Section 1503(a) of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act of 2011 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Administration (“MSHA”) under the United States Federal Mine Safety and Health Act of 1977 (the “Mine Act”). During the three months ended March 31, 2017, our U.S exploration properties were not subject to regulation by the MSHA under the Mine Act and consequently no disclosure is required under Section 1503(a) of the Dodd-Frank Act.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6.  EXHIBITS.

Exhibits

The following exhibits are filed as part of this report:

Exhibit Number	Description
3.01	Certificate of Continuation, previously filed as Exhibit 3.1 to the Corporation’s Form 8-K dated June 12, 2013 and incorporated by reference herein (File No. 1-9025)
3.02	Notice of Articles, previously filed as Exhibit 3.2 to the Corporation’s Form 8-K dated June 12, 2013 and incorporated herein by reference (File No. 1-9025)
3.03	Articles, previously filed as Exhibit 3.3 to the Corporation’s Form 8-K dated June 12, 2013 and incorporated herein by reference (File No. 1-9025)
4.01	Warrant Indenture dated August 8, 2016, previously filed as Exhibit 4.1 to the Corporation’s Form 8-K dated August 8, 2016 and incorporated by reference herein (File No. 1-9025)
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*(1)	XBRL Instance Document
101.SCH*(1)	XBRL Taxonomy Extension – Schema
101.CAL*(1)	XBRL Taxonomy Extension – Calculations
101.DEF*(1)	XBRL Taxonomy Extension – Definitions
101.LAB*(1)	XBRL Taxonomy Extension – Labels
101.PRE*(1)	XBRL Taxonomy Extension – Presentations

* - Filed herewith

(1) Submitted Electronically Herewith. Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss) for the three months ended March 31, 2017 and 2016, (ii) Condensed Consolidated Balance Sheets at March 31, 2017 and December 31, 2016, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016, and (iv) Notes to Condensed Consolidated Financial Statements.

20

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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. (Registrant)
Dated: April 28, 2017	By:	/s/ Frederick H. Earnest
		Frederick H. Earnest,
		Chief Executive Officer
Dated: April 28, 2017	By:	/s/ John F. Engele
		John F. Engele
		Chief Financial Officer

21

EX-31.1

Exhibit 31.1 

CERTIFICATION

I, Frederick H. Earnest, certify that: 

1. I have reviewed this Quarterly Report on Form 10-Q of Vista Gold Corp.; 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

Date: April 28, 2017	/s/ Frederick H. Earnest
	Frederick H. Earnest,
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, John F. Engele, certify that: 

1. I have reviewed this Quarterly Report on Form 10-Q of Vista Gold Corp.; 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

Date: April 28, 2017	/s/ John F. Engele
	John F. Engele
	Chief Financial Officer

EX-32.1

Exhibit 32.1

STATEMENT PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vista Gold Corp. (the “Company”) on Form 10-Q for the period ended March 31, 2017, as filed with the Securities and Exchange Commission (the “Report”), the undersigned officer of the Company does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

Date: April 28, 2017	/s/ Frederick H. Earnest
	Frederick H. Earnest,
	Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 

EX-32.2

Exhibit 32.2

STATEMENT PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vista Gold Corp. (the “Company”) on Form 10-Q for the period ended March 31, 2017, as filed with the Securities and Exchange Commission (the “Report”), the undersigned officer of the Company does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

Date: April 28, 2017	/s/ John F. Engele
	John F. Engele
	Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 26, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	VISTA GOLD CORP
Entity Central Index Key	0000783324
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Entity Common Stock, Shares Outstanding		98,196,308
Entity Current Reporting Status	Yes

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 1,360	$ 1,904
Short-term investments (Note 2)	20,484	21,975
Other investments, at fair value (Note 2)	4,682	4,994
Other current assets	633	648
Total current assets	27,159	29,521
Non-current assets:
Mineral properties (Note 3)	3,874	3,874
Plant and equipment, net (Note 4)	8,040	8,213
Total non-current assets	11,914	12,087
Total assets	39,073	41,608
Current liabilities:
Accounts payable	164	252
Accrued liabilities and other	655	481
Provision for environmental liability	336	350
Total current liabilities	1,155	1,083
Total liabilities	1,155	1,083
Commitments and contingencies – (Note 6)
Shareholders' equity:
Common shares, no par value - unlimited shares authorized; shares outstanding: 2017 - 98,196,308 and 2016 - 97,786,608 (Note 5)	455,689	455,443
Accumulated other comprehensive income	9	15
Accumulated deficit	(417,780)	(414,933)
Total shareholders' equity	37,918	40,525
Total liabilities and shareholders' equity	$ 39,073	$ 41,608

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Shareholders' equity:
Common Shares, par value	$ 0	$ 0
Common shares outstanding	98,196,308	97,786,608

XML

CONDENSED CONSOLIDATED STATEMENTS OF INCOME/(LOSS) AND COMPREHENSIVE INCOME/(LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CONDENSED CONSOLIDATED STATEMENTS OF INCOME/(LOSS) AND COMPREHENSIVE INCOME/(LOSS) [Abstract]
Revenues	$ 0	$ 0
Operating expense:
Exploration, property evaluation and holding costs	(1,752)	(987)
Corporate administration	(1,021)	(1,088)
Depreciation and amortization	(169)	(153)
Gain on disposal of mineral property, net (Note 3)	358	150
Total operating expense	(2,584)	(2,078)
Non-operating income/(expenses):
Gain/(loss) on other investments (Note 2)	(312)	543
Research and development grant, net (Note 9)		744
Interest income	50	12
Other income/(expense)	(1)	65
Total non-operating income/(expense)	(263)	1,364
Net loss	(2,847)	(714)
Other comprehensive loss:
Unrealized fair value increase/(decrease) on available-for-sale securities	(6)	17
Comprehensive loss	$ (2,853)	$ (697)
Basic:
Weighted average number of basic shares outstanding (in shares)	97,894,661	82,888,987
Net loss per share, Basic (in dollars per share)	$ (0.03)	$ (0.01)
Diluted:
Weighted average number of diluted shares outstanding (in shares)	97,894,661	82,888,987
Net loss per share, Diluted (in dollars per share)	$ (0.03)	$ (0.01)

XML

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock [Member]	Accumulated Deficit [Member]	Accumulated other comprehensive income/(loss) [Member]	Total
Balances, beginning of period at Dec. 31, 2015	$ 438,900	$ (411,800)	$ (35)	$ 27,065
Balances, beginning of period (in shares) at Dec. 31, 2015	82,883,562
Units issued (net of offering costs of $1,425)	$ 15,883			15,883
Units issued (net of offering costs of $1,425) (in shares)	12,362,500
Shares issued (RSUs vested/options exercised)	$ 15			15
Shares issued (RSUs vested/options exercised) (in shares)	2,540,546
Stock-based compensation	$ 645			645
Other comprehensive income/(loss)			50	50
Net loss		(3,133)		(3,133)
Balances, end of period at Dec. 31, 2016	$ 455,443	(414,933)	15	40,525
Balances, end of period (in shares) at Dec. 31, 2016	97,786,608
Shares issued (RSUs vested/options exercised) (in shares)	409,700
Stock-based compensation	$ 246			246
Other comprehensive income/(loss)			(6)	(6)
Net loss		(2,847)		(2,847)
Balances, end of period at Mar. 31, 2017	$ 455,689	$ (417,780)	$ 9	$ 37,918
Balances, end of period (in shares) at Mar. 31, 2017	98,196,308

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($)
Condensed Consolidated Statements Shareholders' Equity [Abstract]
Offering costs	$ 1,425

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net loss for the period	$ (2,847)	$ (714)
Adjustments to reconcile net loss for the period to net cash used in operations:
Depreciation and amortization	169	153
Stock-based compensation	246	142
Gain on disposal of mineral property	(358)	(150)
(Gain)/loss on other investments	312	(543)
Change in working capital account items:
Other current assets	13	(10)
Accounts payable, accrued liabilities and other	72	36
Net cash used in operating activities	(2,393)	(1,086)
Cash flows from investing activities:
Disposition of short-term investments, net of acquisitions	1,491	2,581
Proceeds from option/sales agreements, net	358	150
Net cash provided by/(used) in investing activities	1,849	2,731
Net increase/(decrease) in cash and cash equivalents	(544)	1,645
Cash and cash equivalents, beginning of period	1,904	902
Cash and cash equivalents, end of period	$ 1,360	$ 2,547

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Nature of Operations and Basis of Presentation

3 Months Ended

Mar. 31, 2017

Nature Of Operations and Basis of Presentation [Abstract]

Nature of Operations and Basis of Presentation

1. Nature of Operations and Basis of Presentation

Vista Gold Corp. and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) operate in the gold mining industry. We are focused on the evaluation, acquisition, exploration and advancement of gold exploration and potential development projects, which may lead to gold production or value adding strategic transactions such as earn-in right agreements, option agreements, leases to third parties, joint venture arrangements with other mining companies, or outright sales of assets for cash and/or other consideration.  We look for opportunities to improve the value of our gold projects through exploration drilling and/or technical studies focused on optimizing previous engineering work. 

The Company’s flagship asset is its 100% owned Mt Todd gold project (“Mt Todd”) in the Northern Territory (“NT”) Australia, where we are seeking approval of our final environmental authorization and evaluating potential material process improvements in anticipation of commencing an update of our July 2014 Preliminary Feasibility Study (“PFS”). We also hold 4.3% of the outstanding common shares in the capital of Midas Gold Corp. (“Midas Gold Shares”), a non-core project in Mexico and royalty interests in the United States and Indonesia. 

The interim Condensed Consolidated Financial Statements (“interim statements”) of the Company are unaudited. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2016 as filed on February 22, 2017 on Form 10-K. The year-end balance sheet data was derived from the audited financial statements and, in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by United States generally accepted accounting principles have been condensed or omitted. 

References to C$ refer to Canadian currency, A$ to Australian currency and $ to United States currency.

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Short-term and Other Investments

3 Months Ended

Mar. 31, 2017

Investments, All Other Investments [Abstract]

Short-term and Other Investments

2. Short-term and Other Investments

Short-term investments

As of March 31, 2017 and December 31, 2016, the amortized cost basis of our short-term investments was $20,484 and $21,975, respectively. The amortized cost basis approximates fair value at March 31, 2017 and December 31, 2016. Short-term investments at March 31, 2017 and December 31, 2016 are comprised of U.S. government treasury bills and/or notes, all of which have maturity dates greater than 90 days but less than one year. 

Other investments - Midas Gold Shares 

Upon initial recognition of our investment in the Midas Gold Shares, we elected to apply the fair value option, and as such, the investment in Midas Gold Shares is recorded at fair value in the Condensed Consolidated Balance Sheets. Subsequent changes in fair value are recorded in the Condensed Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss) in the period in which they occur. 

The following table summarizes our investment in Midas Gold Shares as of March 31, 2017 and December 31, 2016.

	March 31, 2017		December 31, 2016
Fair value at beginning of period	$	4,994	$	1,798
Gain/(loss) during the period		(312)		3,196
Fair value at end of period	$	4,682	$	4,994
Midas Gold Shares held at the end of the period		7,802,615		7,802,615

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Mineral Properties

3 Months Ended

Mar. 31, 2017

Mineral Properties [Abstract]

Mineral Properties

3. Mineral Properties

	At March 31, 2017		At December 31, 2016
Mt Todd, Australia	$	2,146	$	2,146
Guadalupe de los Reyes, Mexico		1,728		1,728
	$	3,874	$	3,874

Long Valley Claims

During the first quarter of 2017, we sold our Long Valley unpatented mining claims located in California for consideration, net of transaction costs, of $358 which was paid at closing; a future payment of $500 one month after the start of commercial production; a future payment of $500 on or prior to the first anniversary of the start of commercial production; and a  net smelter return royalty (“NSR”) on any future production from said claims at a variable rate between 0.5% and 2.0% depending on the average gold price realization. This resulted in a realized gain of $358 in the first quarter of 2017.

Utah Claims

During the first quarter of 2016, we sold our unpatented mining claims located in Utah for $150 and a 2% NSR on any future production from said claims. This resulted in a realized gain of $150 in the first quarter of 2016. 

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Plant And Equipment

3 Months Ended

Mar. 31, 2017

Plant And Equipment [Abstract]

Plant And Equipment

4. Plant and Equipment

	March 31, 2017						December 31, 2016
			Accumulated						Accumulated
	Cost		depreciation		Net		Cost		depreciation		Net
Mt Todd, Australia	$	5,654	$	4,114	$	1,540	$	5,654	$	3,944	$	1,710
Guadalupe de los Reyes, Mexico		—		—		—		14		11		3
Corporate, United States		333		333		—		333		333		—
Used mill equipment, Canada		6,500		—		6,500		6,500		—		6,500
	$	12,487	$	4,447	$	8,040	$	12,501	$	4,288	$	8,213

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Common Shares

3 Months Ended

Mar. 31, 2017

Parent Company [Member]

Common Shares

5. Common Shares

Warrants

Warrant activity is summarized in the following table:

		Weighted		Weighted
		average		average
	Warrants	exercise price		remaining life
	outstanding	per share		(yrs.)	Intrinsic value
As of December 31, 2016	6,514,625	$	1.92	2.6	$	—
As of March 31, 2017	6,514,625	$	1.92	2.4	$	—

Stock-Based Compensation

Under our Stock Option Plan (the “Plan”) and our Long-Term Equity Incentive Plan (the “LTIP”), we may grant options and/or restricted stock units (“RSUs”) or restricted stock awards to our directors, officers, employees and consultants.  The combined maximum number of our common shares (“Common Shares”) that may be reserved for issuance under the Plan and the LTIP is a variable number equal to 10% of the issued and outstanding Common Shares on a non-diluted basis at any one time.  Options and RSUs under the Plan and LTIP, respectively, are granted from time to time at the discretion of the Board of Directors of the Company (“Board”), with vesting periods and other terms as determined by the Board.  Stock-based compensation expense for the three months ended March 31, 2017 and 2016 is as follows: 

	Three Months Ended March 31,
	2017		2016
Stock options	$	12	$	2
Restricted stock units		234		140
	$	246	$	142

As of March 31, 2017, stock options and RSUs had unrecognized compensation expense of $29 and $608, respectively, which is expected to be recognized over a weighted average period of 1.1 and 1.2 years, respectively.

Stock Options

A summary of options under the Plan as of March 31, 2017 is set forth in the following table:

		Weighted average		Weighted average	Aggregate
	Number of	exercise price		remaining	intrinsic
	options	per option		contractual term	value
Outstanding - December 31, 2016	1,544,500	$	1.05	1.8	$	626
Outstanding - March 31, 2017	1,544,500	$	1.05	1.6	$	696
Exercisable - March 31, 2017	1,248,250	$	1.18	1.4	$	534

A summary of our unvested stock options as of March 31, 2017 is set forth in the following table:

				Weighted
		Weighted		average
		average		remaining
		grant-date		amortization
	Number of	fair value		period
	options	per option		(Years)
Unvested - December 31, 2016	296,250	$	0.30	1.2
Unvested - March 31, 2017	296,250	$	0.30	1.1

Restricted Stock Units

The following table summarizes the RSUs outstanding under the LTIP as of March 31, 2017:

		Weighted average
	Number	grant-date fair
	of units	value per unit
Unvested - December 31, 2016	2,668,387	$	0.49
Cancelled/forfeited	(72,300)		0.52
Vested	(409,700)		0.52
Granted	225,000		0.97
Unvested - March 31, 2017	2,411,387	$	0.53

A portion of the RSU awards vest on a fixed future date provided the recipient continues to be affiliated with Vista on that date.  Other RSU awards vest subject to certain performance and market criteria, including the accomplishment of certain corporate objectives and the Company’s share price performance.  The minimum vesting period for RSUs is one year

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Commitments And Contingencies

3 Months Ended

Mar. 31, 2017

Parent Company [Member]

Commitments And Contingencies

6. Commitments and Contingencies

Our exploration and development activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. As such, the future expenditures that may be required for compliance with these laws and regulations cannot be predicted. We conduct our operations in an effort to minimize effects on the environment and believe our operations are in compliance with applicable laws and regulations in all material respects.

Under our agreement with the Jawoyn Association Aboriginal Corporation (the  “JAAC”), we must offer the JAAC the opportunity to establish a joint venture with Vista holding a 90% participating interest and the JAAC holding a 10% participating interest in Mt Todd. In addition, the JAAC will be entitled to an annual cash payment, or payment in kind, equal to 1% of the value of the annual gold production from the current mining licenses, and a 1% NSR on other metals, subject to a minimum payment of A$50 per year.

During November 2015, we entered into a two-year lease agreement to store our used mill equipment.  Monthly rent for the term of the lease is C$18 ($13). This lease agreement was subsequently extended for an additional year on substantially the same terms.

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Fair Value Accounting

3 Months Ended

Mar. 31, 2017

Fair Value [Abstract]

Fair Value Accounting

7. Fair Value Accounting

The following table sets forth the Company’s assets measured at fair value by level within the fair value hierarchy. As required by accounting guidance, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. 

	Fair value at March 31, 2017
	Total		Level 1		Level 3
Marketable securities	$	101	$	101	$	—
Other investments (Midas Gold Shares)		4,682		4,682		—

	Fair value at December 31, 2016
	Total		Level 1		Level 3
Marketable securities	$	109	$	109	$	—
Other investments (Midas Gold Shares)		4,994		4,994		—
Used mill equipment (non-recurring)		6,500		—		6,500

Our marketable securities and investment in Midas Gold Shares are classified as Level 1 of the fair value hierarchy as they are valued at quoted market prices in an active market.  Marketable securities are included in other current assets on the Condensed Consolidated Balance Sheets for each period presented.

The used mill equipment is classified as Level 3 of the fair value hierarchy as its value at December 31, 2016 was based on an independent third party valuation. As of March 31, 2017, an independent third party evaluation was not deemed necessary.  The mill equipment is included in plant and equipment on the Condensed Consolidated Balance Sheets for each period presented.

There have been no transfers between levels in 2017, nor have there been any changes in valuation techniques.

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Geographic And Segment Information

3 Months Ended

Mar. 31, 2017

Geographic And Segment information [Abstract]

Geographic And Segment Information

8. Geographic and Segment Information

The Company has one reportable operating segment.  We evaluate, acquire, explore and advance gold exploration and potential development projects, which may lead to gold production or value adding strategic transactions.  These activities are currently focused principally in Australia. We reported no revenues during the three months ended March 31, 2017 and 2016.  Geographic location of mineral properties and plant and equipment is provided in Notes 3 and 4, respectively.

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Research and Development Grant

3 Months Ended

Mar. 31, 2017

Research and Development Grant

Research and Development Grant

9. Research and Development Grant

During the three months ended March 31, 2016, the Company received Research & Development (“R&D”) Tax Incentive refunds, net of costs to prepare and file, paid under the Australian Government’s R&D Tax Incentive Program, a program designed to encourage industry to engage in R&D activities that benefit Australia.  The R&D Tax Incentive Program is a self-assessment process, and as such, the Australian Government has the right to review the qualifying programs and expenditures for a period of four years. As of March 31, 2017, the Australian Government has not initiated a review.  

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Short-Term and Other Investments (Tables)

3 Months Ended

Mar. 31, 2017

Investments, All Other Investments [Abstract]

Schedule Of Summary Of Investments

	March 31, 2017		December 31, 2016
Fair value at beginning of period	$	4,994	$	1,798
Gain/(loss) during the period		(312)		3,196
Fair value at end of period	$	4,682	$	4,994
Midas Gold Shares held at the end of the period		7,802,615		7,802,615

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Mineral Properties (Tables)

3 Months Ended

Mar. 31, 2017

Mineral Properties [Abstract]

Schedule of Mineral Properties

	At March 31, 2017		At December 31, 2016
Mt Todd, Australia	$	2,146	$	2,146
Guadalupe de los Reyes, Mexico		1,728		1,728
	$	3,874	$	3,874

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Plant And Equipment (Tables)

3 Months Ended

Mar. 31, 2017

Plant And Equipment [Abstract]

Schedule Of Plant And Equipment

	March 31, 2017						December 31, 2016
			Accumulated						Accumulated
	Cost		depreciation		Net		Cost		depreciation		Net
Mt Todd, Australia	$	5,654	$	4,114	$	1,540	$	5,654	$	3,944	$	1,710
Guadalupe de los Reyes, Mexico		—		—		—		14		11		3
Corporate, United States		333		333		—		333		333		—
Used mill equipment, Canada		6,500		—		6,500		6,500		—		6,500
	$	12,487	$	4,447	$	8,040	$	12,501	$	4,288	$	8,213

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Common Shares (Tables)

3 Months Ended

Mar. 31, 2017

Capital Stock [Abstract]

Summary Of Warrant Activity

		Weighted		Weighted
		average		average
	Warrants	exercise price		remaining life
	outstanding	per share		(yrs.)	Intrinsic value
As of December 31, 2016	6,514,625	$	1.92	2.6	$	—
As of March 31, 2017	6,514,625	$	1.92	2.4	$	—

Summary of Stock-based Compensation Expense

	Three Months Ended March 31,
	2017		2016
Stock options	$	12	$	2
Restricted stock units		234		140
	$	246	$	142

Summary Of Option Activity

		Weighted average		Weighted average	Aggregate
	Number of	exercise price		remaining	intrinsic
	options	per option		contractual term	value
Outstanding - December 31, 2016	1,544,500	$	1.05	1.8	$	626
Outstanding - March 31, 2017	1,544,500	$	1.05	1.6	$	696
Exercisable - March 31, 2017	1,248,250	$	1.18	1.4	$	534

Summary Of The Status Of Unvested Stock Options

				Weighted
		Weighted		average
		average		remaining
		grant-date		amortization
	Number of	fair value		period
	options	per option		(Years)
Unvested - December 31, 2016	296,250	$	0.30	1.2
Unvested - March 31, 2017	296,250	$	0.30	1.1

Summary Of Restricted Stock Units Activity

		Weighted average
	Number	grant-date fair
	of units	value per unit
Unvested - December 31, 2016	2,668,387	$	0.49
Cancelled/forfeited	(72,300)		0.52
Vested	(409,700)		0.52
Granted	225,000		0.97
Unvested - March 31, 2017	2,411,387	$	0.53

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Fair Value Accounting (Tables)

3 Months Ended

Mar. 31, 2017

Fair Value Accounting [Abstract]

Fair Value Accounting

	Fair value at March 31, 2017
	Total		Level 1		Level 3
Marketable securities	$	101	$	101	$	—
Other investments (Midas Gold Shares)		4,682		4,682		—

	Fair value at December 31, 2016
	Total		Level 1		Level 3
Marketable securities	$	109	$	109	$	—
Other investments (Midas Gold Shares)		4,994		4,994		—
Used mill equipment (non-recurring)		6,500		—		6,500

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Nature of Operations and Basis of Presentation (Details)	3 Months Ended
	Mar. 31, 2017
Midas Gold Shares [Member]
Property, Plant and Equipment [Line Items]
Holding percentage	4.30%
Mt Todd, Australia [Member]
Property, Plant and Equipment [Line Items]
Percentage of ownership in project	100.00%

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Short-term and Other Investments, Short-term (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Short-term investments
Short-term investments amortized cost basis	$ 20,484	$ 21,975

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Short-term and Other Investments, Summary (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Gain/(loss) during the period	$ (312)	$ 543
Midas Gold Shares [Member]
Fair value at beginning of period	4,994	$ 1,798	$ 1,798
Gain/(loss) during the period	(312)		3,196
Fair value at end of period	$ 4,682		$ 4,994
Midas Gold Shares held at end of the period	7,802,615		7,802,615

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Mineral Properties, Properties (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Mineral Properties, Net	$ 3,874	$ 3,874
Mt Todd, Australia [Member]
Property, Plant and Equipment [Line Items]
Mineral Properties, Net	2,146	2,146
Guadalupe De Los Reyes, Mexico [Member]
Property, Plant and Equipment [Line Items]
Mineral Properties, Net	$ 1,728	$ 1,728

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Mineral Properties, Long Valley, Sale (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Property, Plant and Equipment [Line Items]
Gain on disposal of mineral property, net	$ 358	$ 150
Long Valley [Member] | Sold
Property, Plant and Equipment [Line Items]
Proceeds from sale of gold project	358
Gain on disposal of mineral property, net	$ 358
Long Valley [Member] | Sold | Minimum [Member]
Property, Plant and Equipment [Line Items]
Net smelter return royalty (as a percent)	0.50%
Long Valley [Member] | Sold | Maximum [Member]
Property, Plant and Equipment [Line Items]
Net smelter return royalty (as a percent)	2.00%
Long Valley [Member] | Sold | One Month after the Start of Production [Member]
Property, Plant and Equipment [Line Items]
Future payment to be received	$ 500
Long Valley [Member] | Sold | On or Prior to the First Anniversary of the Start of Production [Member]
Property, Plant and Equipment [Line Items]
Future payment to be received	$ 500

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Mineral Properties, Utah (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Property, Plant and Equipment [Line Items]
Gain on disposal of mineral property, net	$ 358	$ 150
Utah Sale [Member] | Sold
Property, Plant and Equipment [Line Items]
Proceeds from sale of gold project		$ 150
Net smelter return royalty (as a percent)		2.00%
Gain on disposal of mineral property, net		$ 150

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Plant And Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Cost	$ 12,487	$ 12,501
Accumulated depreciation and write downs	4,447	4,288
Net	8,040	8,213
Mt Todd, Australia [Member]
Property, Plant and Equipment [Line Items]
Cost	5,654	5,654
Accumulated depreciation and write downs	4,114	3,944
Net	1,540	1,710
Guadalupe De Los Reyes, Mexico [Member]
Property, Plant and Equipment [Line Items]
Cost		14
Accumulated depreciation and write downs		11
Net		3
Corporate, United States [Member]
Property, Plant and Equipment [Line Items]
Cost	333	333
Accumulated depreciation and write downs	333	333
Used mill equipment, Canada [Member]
Property, Plant and Equipment [Line Items]
Cost	6,500	6,500
Net	$ 6,500	$ 6,500

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Common Shares, Warrants (Details) - Warrants - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Warrants outstanding, beginning of period (in shares)	6,514,625
Warrants outstanding, end of period (in shares)	6,514,625	6,514,625
Weighted average exercise price of warrants outstanding (in dollars per share)	$ 1.92	$ 1.92
Weighted average remaining life, warrants outstanding	2 years 4 months 24 days	2 years 7 months 6 days

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Common Shares, Summary Of the Fair Value Of All Awards issued Under Stock Compensation Plans (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Percentage of issued and outstanding Common Shares	10.00%
Stock-based expense	$ 246	$ 142
Employee, Directors and Consultants Stock Options [Member]
Stock-based expense	12	2
Restricted Stock Units (RSUs) [Member]
Stock-based expense	$ 234	$ 140

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Common Shares, Unrecognized compensation (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense related to stock options	$ 29
Weighted average compensation recognition period	1 year 1 month 6 days	1 year 2 months 12 days
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense related to unvested awards	$ 608
Weighted average compensation recognition period	1 year 2 months 12 days

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Common Shares, Summary Of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Capital Stock [Abstract]
Number of options, beginning of period (in shares)	1,544,500
Number of options, end of period (in shares)	1,544,500	1,544,500
Number of options, Exercisable (in shares)	1,248,250
Weighted average exercise price per option, beginning of period (in dollars per share)	$ 1.05
Weighted average exercise price per option, end of period (in dollars per share)	1.05	$ 1.05
Weighted average exercise price, Exercisable (in dollars per share)	$ 1.18
Weighted average remaining contractual term, Outstanding	1 year 7 months 6 days	1 year 9 months 18 days
Weighted average remaining contractual term, Exercisable	1 year 4 months 24 days
Aggregate intrinsic value, Outstanding, beginning of period (in dollars)	$ 626
Aggregate intrinsic value, Outstanding, end of period (in dollars)	696	$ 626
Aggregate intrinsic value, Options, Exercisable	$ 534

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Common Shares, Summary Of The Status Of Unvested Stock Options (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Capital Stock [Abstract]
Unvested, Number of options, beginning of period (in shares)	296,250
Unvested, Number of options, end of period (in shares)	296,250	296,250
Unvested, Weighted average grant date fair value, beginning of period (in dollars per share)	$ 0.30
Unvested, Weighted average grant date fair value per option, end of period (in dollars per share)	$ 0.30	$ 0.30
Weighted average remaining amortization period	1 year 1 month 6 days	1 year 2 months 12 days

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Common Shares, Summary Of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Mar. 31, 2017 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested, Number of units, beginning of period (in shares) | shares	2,668,387
Cancelled/forfeited, Number of units (in shares) | shares	(72,300)
Vested, Number of units (in shares) | shares	(409,700)
Granted, Number of units (in shares) | shares	225,000
Unvested, Number of units, end of period (in shares) | shares	2,411,387
Unvested, weighted average fair value, beginning of year (in dollars per share) | $ / shares	$ 0.49
Cancelled/forfeited, Weighted average fair value (in dollars per share) | $ / shares	0.52
Vested, Weighted average fair value (in dollars per share) | $ / shares	0.52
Granted, Weighted average fair value (in dollars per share) | $ / shares	0.97
Unvested, weighted average fair value, end of year (in dollars per share) | $ / shares	$ 0.53
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year

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Commitments And Contingencies (Details) CAD in Thousands, AUD in Thousands, $ in Thousands	1 Months Ended		3 Months Ended
	Nov. 30, 2015 CAD	Nov. 30, 2015 USD ($)	Mar. 31, 2017 AUD
Used mill equipment, Canada [Member]
Term of lease	2 years	2 years
Monthly rental payment	CAD 18	$ 13
Mt Todd, Australia [Member]
Noncontrolling Interest, Ownership Percentage by Parent			90.00%
Percentage of participating interest in gold project by affiliate			10.00%
Percentage of royalty on gold			1.00%
Percentage of royalty on other metals			1.00%
Minimum payment per year			AUD 50

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Fair Value Accounting (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value Transfers Between Levels	$ 0
Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	101	$ 109
Other investments (Midas Gold Shares)	4,682	4,994
Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	101	109
Other investments (Midas Gold Shares)	$ 4,682	4,994
Non-recurring [Member] | Used mill equipment, Canada [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equipment		6,500
Non-recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Used mill equipment, Canada [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equipment		$ 6,500

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Geographic And Segment Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($) segment	Mar. 31, 2016 USD ($)
Geographic And Segment information [Abstract]
Number of reportable segments | segment	1
Revenues | $	$ 0	$ 0

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Research and Development Grant (Details)	3 Months Ended
	Mar. 31, 2017
Research and Development Grant
Period for review of program	4 years