8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: October 25, 2017

(Date of earliest event reported)

VISTA GOLD CORP.
(Exact Name of Registrant as Specified in Charter)

British Columbia, Canada
(State or Other Jurisdiction of Incorporation)

1-9025
(Commission File Number) Not Applicable
(IRS Employer Identification No.)

7961 Shaffer parkway, suite 5, littleton, colorado 80127

(Address of Principal Executive Offices and Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 2.02  Results of Operation and Financial Condition

October 25, 2017, the registrant provided its unaudited financial results for the third quarter ended September 30, 2017.    The registrant’s unaudited financial statements, Management’s Discussion and Analysis together with other disclosures can be found in the Company’s Quarterly Report on Form 10-Q, filed October 24, 2017 with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities.

Summary of Third Quarter 2017 Financial Results

We reported a net loss of $2.7 million or $0.03 per share for the three months ended September 30, 2017. This includes $2.6 million of net operating expenses and an unrealized $0.1 million mark-to-market loss on our investment in Midas Gold Corp. (“Midas”). During the three months ended September 30, 2016, we reported a net loss of $2.1 million or $0.02 per share inclusive of $1.9 million of net operating expenses and an unrealized $0.2 million mark-to-market loss on our investment in Midas.

Our working capital at September 30, 2017 totaled approximately $21.1 million, including cash and short-term investments (comprised of government securities) of approximately $17.9 million. After giving effect to the cash received for the first option payment pursuant to the Guadalupe de los Reyes Option Agreement (as more fully discussed in our press release of October 24, 2017), working capital and cash would increase to $22.6 and $19.4 respectively. The Company has no debt. 

To review the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2017, including the related Management’s Discussion and Analysis, visit any of the following websites: www.sedar.com,  www.sec.gov or www.vistagold.com.

Management Conference Call

A conference call with management to review our financial results for the three months ended September 30, 2017 and to discuss corporate and project activities is scheduled for Thursday, November 2, 2017 at 2:30 p.m. MDT.

Toll-free in North America: 833-297-9917

International:  647-689-4524

This call will also be web-cast and can be accessed at the following web location:

http://event.on24.com/r.htm?e=1537379&s=1&k=23F6DF4C92AEA6FEA23F7B0D3A0AF23D

This call will be archived and available at www.vistagold.com after November 2, 2017.  Audio replay will be available for 21 days by calling toll-free in North America 855-859-2056, Conference ID 3089568.

If you are unable to access the audio or phone-in on the day of the conference call, please email questions to Connie Martinez, Manager – Investor Relations (email: connie@vistagold.com), and we will try to address these questions prior to or during the conference call.

All dollar amounts in this report are U.S. dollars.

Item 7.01  Regulation FD

On October 25, 2017,  the registrant issued a press release providing its unaudited financial results for the third quarter September 30, 2017.  A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be

expressly set forth by specific reference in such filing.  The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01  Exhibits

Exhibit No.Description

99.1Press Release dated October 25, 2017*

*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VISTA GOLD CORP. (Registrant)
Dated:  October 30, 2017	By: /s/John F. Engele John F. Engele Chief Financial Officer

EXHIBIT INDEX

Exhibit No.Description

99.1Press Release dated October 25, 2017*

*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

EX-99.1

EXHIBIT 99.1

	7961 Shaffer Parkway Suite 5 Littleton, CO  80127 Phone:  720-981-1185 Fax:      720-981-1186
		Trading Symbol:  VGZ Toronto and NYSE MKT Stock Exchanges

__________________ NEWS _________________ 

Vista Gold Corp. Announces Third Quarter 2017 Results

Denver, Colorado, October 25,  2017  -  Vista Gold Corp. (the “Company,” “we” or “our”) (TSX & NYSE American: VGZ) today announced its unaudited financial results for the third quarter ended September 30, 2017. Management’s quarterly conference call to discuss these results is scheduled for 2:30 p.m. MDT on November 2, 2017.  The Company’s unaudited financial statements, Management’s Discussion and Analysis together with other important disclosures can be found in the Company’s  Quarterly Report on Form 10-Q, filed on October 24, 2017 with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities.

Summary of Third Quarter 2017 Financial Results 

We reported a  net loss of $2.7 million or $0.03 per share for the three months ended September 30, 2017.  This includes $2.6 million of net operating expenses and an unrealized $0.1 million mark-to-market loss on our investment in Midas Gold Corp. (“Midas”).  During the three months ended September 30, 2016, we reported a  net loss of $2.1 million or $0.02 per share inclusive of $1.9 million of net operating expenses and an unrealized $0.2 million mark-to-market loss on our investment in Midas.  

Our working capital at September 30, 2017 totaled approximately $21.1 million, including cash and short-term investments (comprised of government securities) of approximately $17.9 million. After giving effect to the cash received for the first option payment pursuant to the Guadalupe de los Reyes Option Agreement (as more fully discussed in our press release of October 24, 2017), working capital and cash would increase to $22.6 and $19.4 respectively. The Company has no debt. 

To review the Company’s  Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2017, including the related Management’s Discussion and Analysis, visit any of the following websites: www.sedar.com,  www.sec.gov or www.vistagold.com.

Management Conference Call

A conference call with management to review our financial results for the three months ended September 30, 2017 and to discuss corporate and project activities is scheduled for Thursday, November 2, 2017  at 2:30 p.m.  MDT.

Toll-free in North America: 833-297-9917

International:  647-689-4524

This call will also be web-cast and can be accessed at the following web location:

http://event.on24.com/r.htm?e=1537379&s=1&k=23F6DF4C92AEA6FEA23F7B0D3A0AF23D

This call will be archived and available at www.vistagold.com after November 2, 2017.  Audio replay will be available for 21 days by calling toll-free in North America 855-859-2056, Conference ID 3089568.

If you are unable to access the audio or phone-in on the day of the conference call, please email questions to Connie Martinez, Manager – Investor Relations (email: connie@vistagold.com), and we will try to address these questions prior to or during the conference call.

All dollar amounts in the press release are U.S. dollars.

About Vista Gold Corp.

The Company is a well-funded gold project developer. Our principal asset is our flagship Mt Todd gold project in Northern Territory, Australia.  Mt Todd is one of the largest undeveloped gold projects in Australia. For more information about our projects, including technical studies and resource estimates, please visit our website at www.vistagold.com.

For further information, please contact Connie Martinez at (720) 981-1185.