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 ~~September 30, 2016~~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-Logo-2-300dpi

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: ~~97,786,608~~98,196,308 common shares, without par value, outstanding as of ~~October 24, 2016.~~April 26, 2017.

Table of Contents

VISTA GOLD CORP.

(An Exploration Stage Enterprise)

FORM 10-Q

For the Quarter Ended ~~September 30, 2016~~ 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	13 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20 18
ITEM 4. CONTROLS AND PROCEDURES	20 18
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	20 19
ITEM 1A. RISK FACTORS	21 19
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21 19
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	21 19
ITEM 4. MINE SAFETY DISCLOSURE	21 19
ITEM 5. OTHER INFORMATION	21 19
ITEM 6. EXHIBITS	22 20
SIGNATURES

Table of Contents

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)


	(Unaudited)
	September 30,		December 31,		March 31,		December 31,
	2016		2015		2017		2016
Assets:
Current assets:
Cash and cash equivalents	$	1,305	$	902	$	1,360	$	1,904
Short-term investments (Note 3)		23,476		11,990
Other investments, at fair value (Note 3)		5,384		1,798
Short-term investments (Note 2)						20,484		21,975
Other investments, at fair value (Note 2)						4,682		4,994
Other current assets		514		512		633		648
Total current assets		30,679		15,202		27,159		29,521

Non-current assets:
Mineral properties (Note 4)		3,874		3,874
Plant and equipment, net (Note 5)		8,400		8,792
Mineral properties (Note 3)						3,874		3,874
Plant and equipment, net (Note 4)						8,040		8,213
Total non-current assets		12,274		12,666		11,914		12,087
Total assets	$	42,953	$	27,868	$	39,073	$	41,608

Liabilities and Shareholders' Equity:
Current liabilities:
Accounts payable	$	121	$	115	$	164	$	252
Accrued liabilities and other		482		688		655		481
Provision for environmental liability						336		350
Total current liabilities		603		803		1,155		1,083
Total liabilities		603		803		1,155		1,083

Commitments and contingencies – (Note 7)
Commitments and contingencies – (Note 6)
Shareholders' equity:
Common shares, no par value - unlimited shares authorized; shares outstanding: 2016 - 97,786,608 and 2015 - 82,883,562 (Note 6)		455,274		438,900
Accumulated other comprehensive income/(loss)		36		(35)
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		(412,960)		(411,800)		(417,780)		(414,933)
Total shareholders' equity		42,350		27,065		37,918		40,525
Total liabilities and shareholders' equity	$	42,953	$	27,868	$	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.

Table of Contents

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 September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2016		2015		2016		2015		2017		2016
Operating expense:
Exploration, property evaluation and holding costs	$	(1,168)	$	(1,306)	$	(2,979)	$	(3,265)	$	(1,752)	$	(987)
Corporate administration		(581)		(832)		(2,319)		(2,674)		(1,021)		(1,088)
Depreciation and amortization		(144)		(163)		(431)		(531)		(169)		(153)
Gain on disposal of mineral property, net (Note 4)		—		—		150		1,958
Write-down of value-added tax receivable		—		(572)		—		(572)
Gain on disposal of mineral property, net (Note 3)										358		150
Total operating expense		(1,893)		(2,873)		(5,579)		(5,084)		(2,584)		(2,078)

Non-operating income/(expense):
Gain on sale of marketable securities		—		—		—		12
Gain/(loss) on other investments (Note 3)		(234)		(624)		3,586		(1,674)
Research and development grant, net (Note 10)		—		4,357		744		10,220
Gain/(loss) on other investments (Note 2)										(312)		543
Research and development grant, net (Note 9)										—		744
Interest income		20		11		45		14		50		12
Other income/(expense)		24		(335)		44		(310)		(1)		65
Total non-operating income/(expense)		(190)		3,409		4,419		8,262		(263)		1,364

Net income/(loss)	$	(2,083)	$	536	$	(1,160)	$	3,178
Net loss									$	(2,847)	$	(714)

Other comprehensive income/(loss):
Other comprehensive loss:
Unrealized fair value increase/(decrease) on available-for-sale securities		7		(21)		71		(48)		(6)		17
Comprehensive income/(loss)	$	(2,076)	$	515	$	(1,089)	$	3,130
Comprehensive loss									$	(2,853)	$	(697)

Basic:
Weighted average number of shares outstanding		92,543,232		82,618,766		86,135,588		82,466,677		97,894,661		82,888,987
Net income/(loss) per share	$	(0.02)	$	0.01	$	(0.01)	$	0.04
Net loss per share									$	(0.03)	$	(0.01)

Diluted:
Weighted average number of shares outstanding		92,543,232		82,790,051		86,135,588		82,566,906		97,894,661		82,888,987
Net income/(loss) per share	$	(0.02)	$	0.01	$	(0.01)	$	0.04
Net loss per share									$	(0.03)	$	(0.01)

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

Table of Contents

VISTA GOLD CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

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


						Accumulated other		Total							Accumulated other		Total
	Common			Accumulated		comprehensive		shareholders'		Common			Accumulated		comprehensive		shareholders'
	shares	Amount		deficit		income/(loss)		equity		shares	Amount		deficit		income/(loss)		equity
Balances at December 31, 2014	82,390,217	$	438,083	$	(412,811)	$	11	$	25,283
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)	493,345		—		—		—		—	409,700		—		—		—		—
Stock-based compensation	—		817		—		—		817	—		246		—		—		246
Other comprehensive loss	—		—		—		(46)		(46)	—		—		—		(6)		(6)
Net income	—		—		1,011		—		1,011
Balances at December 31, 2015	82,883,562	$	438,900	$	(411,800)	$	(35)	$	27,065

Shares issued (net of offering costs of $1,425)	12,362,500		15,883		—		—		15,883
Shares issued (RSUs vested/option exercises)	2,540,546		15		—		—		15
Stock-based compensation	—		476		—		—		476
Other comprehensive income	—		—		—		71		71
Net loss	—		—		(1,160)		—		(1,160)	—		—		(2,847)		—		(2,847)
Balances at September 30, 2016	97,786,608	$	455,274	$	(412,960)	$	36	$	42,350
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.

Table of Contents

VISTA GOLD CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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


	Nine months ended September 30,				Three months ended March 31,
	2016		2015		2017		2016
Cash flows from operating activities:
Net income/(loss) for the period	$	(1,160)	$	3,178
Adjustments to reconcile net income/(loss) for the period to net cash provided by/(used in) operations:
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		431		531		169		153
Stock-based compensation		476		687		246		142
Gain on disposal of marketable securities		—		(12)
Gain on disposal of mineral property		(150)		(1,958)		(358)		(150)
Write-down of value-added tax receivable		—		572
(Gain)/loss on other investments		(3,586)		1,326		312		(543)
Change in working capital account items:
Other current assets		65		573		13		(10)
Accounts payable, accrued liabilities and other		(200)		(156)		72		36
Net cash provided by/(used in) operating activities		(4,124)		4,741
Net cash used in operating activities						(2,393)		(1,086)
Cash flows from investing activities:
Proceeds from sales of marketable securities		—		41
Proceeds from sale of other investments, net		—		2,772
Acquisition of short-term investments, net of dispositions		(11,486)		(11,880)
Additions to plant and equipment		(35)		(10)
Disposition of short-term investments, net of acquisitions						1,491		2,581
Proceeds from option/sale agreements, net		150		3,490		358		150
Net cash used in investing activities		(11,371)		(5,587)
Net cash provided by investing activities						1,849		2,731
Cash flows from financing activities:
Proceeds from equity financings, net		15,883		—
Proceeds from exercise of stock options		15		—
Net cash provided by financing activities		15,898		—		—		—

Net increase/(decrease) in cash and cash equivalents		403		(846)		(544)		1,645
Cash and cash equivalents, beginning of period		902		3,714		1,904		902
Cash and cash equivalents, end of period	$	1,305	$	2,868	$	1,360	$	2,547

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

Table of Contents

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.

~~Our principal~~The Company’s flagship asset is ~~our flagship~~its 100% owned Mt Todd gold project (“Mt Todd”) in the Northern Territory (“NT”) Australia, where we are ~~concluding test work to optimize the process flowsheet,~~ seeking approval of our final environmental authorization and evaluating potential material process improvements in anticipation of commencing an update of our ~~preliminary feasibility study.~~ July 2014 Preliminary Feasibility Study (“PFS”). We also hold ~~4.4%~~4.3% of the outstanding common shares in the capital of Midas Gold Corp. (“Midas Gold Shares”), a non-core ~~projects~~project in Mexico and royalty interests in the United States and ~~royalty interests in~~ 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, ~~2015~~2016 as filed on February ~~26, 2016~~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. ~~Recent Accounting Pronouncements~~

~~Compensation – Stock Compensation (Topic 718):~~ ~~Improvements to Employee Share-Based Payment Accounting (Accounting Standard Update 2016-09)~~

In March 2016, the Financial Accounting Standards Board issued guidance related to accounting for stock-based compensation which is intended to improve the accounting for employee share-based payments and which affects all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: ~~(a)~~ ~~income tax consequences;~~ ~~(b)~~ ~~classification of awards as either equity or liabilities; and~~ ~~(c)~~ classification on the statement of cash flows. For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any organization in any interim or annual period. We do not expect to early adopt this guidance ~~and do not believe that the adoption of this guidance will have a material impact on our financial statements.~~

3. Short-term and Other Investments

Short-term investments

As of ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, the amortized cost basis of our short-term investments was ~~$23,476~~$20,484 and ~~$11,990,~~$21,975, respectively. The amortized cost basis approximates fair value at ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015.~~2016. Short-term investments at ~~September 30,~~March 31, 2017 and December 31, 2016 are comprised of U.S. government ~~treasury bills and/or notes, while short-term investments at December 31, 2015 were comprised of U.S. government and Australian~~ 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

Table of Contents

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)

~~Other investments - Midas Gold Shares~~

During March 2015, we sold 8,000,000 Midas Gold Shares, at a price of C$0.46 ($0.36) per Midas Gold Share, for net proceeds of $2,772. We currently own 7,802,615 Midas Gold Shares or approximately 4.4% of the Midas Gold Shares outstanding, on a non-dilutive basis.

Upon initial recognition of our investment in the Midas Gold Shares, we elected to apply the fair value option, and as such, the investment 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 September 30, 2016 and December 31, 2015.~~

September 30, 2016

December 31, 2015

Fair value at beginning of period

$
1,798

$
6,163

Sale of Midas Gold Shares, net of costs to sell

—

(2,772)

Gain/(loss) during the period

3,586

(1,593)

Fair value at end of period

$
5,384

$
1,798

Midas Gold Shares held at the end of the period

7,802,615

7,802,615

4.3. Mineral Properties


	At September 30, 2016		At December 31, 2015		At March 31, 2017		At December 31, 2016
Mt Todd, Australia	$	2,146	$	2,146	$	2,146	$	2,146
Guadalupe de los Reyes, Mexico		1,728		1,728		1,728		1,728
	$	3,874	$	3,874	$	3,874	$	3,874

~~Guadalupe de los Reyes Gold/Silver Project, Sinaloa, Mexico~~Long Valley Claims

During ~~April 2014, Minera Gold Stake S.A. de C.V., Vista’s wholly-owned subsidiary, entered into a definitive option agreement (the “Option Agreement”) to option a 70% interest in~~ the ~~Guadalupe de los Reyes gold/silver project in Sinaloa, Mexico to Great Panther Silver Limited (formerly Cangold Limited) (“Great Panther”) for consideration~~first quarter of $5,000 in payments over a three-year period. On February 25, 2016, Vista received notification from Great Panther that it was terminating the Option Agreement. Pursuant to the terms of the Option Agreement, Vista retained the $996 already paid by Great Panther ($500 received in 2014 and $496 net of legal costs received in March 2015) and 100% of the Guadalupe de los Reyes gold/silver project.

~~Los Cardones~~

~~In October 2013,~~2017, we sold our ~~100% debt and equity participation in the Los Cardones gold project~~Long Valley unpatented mining claims located in ~~Baja~~ California ~~Sur, Mexico (“Los Cardones Sale”) to Invecture Group, S.A. de C.V. (“Invecture”) and RPG Structured Finance S.a.r.l. (together, the “Purchasers”)~~ for ~~a total~~consideration, net of ~~$13,000 ($7,000~~transaction costs, of $358 which was paid ~~in October 2013 and $6,000~~at closing; a future payment of ~~which was originally payable in January 2014 (the “Subsequent Payment”) subject~~$500 one month after the start of commercial production; a future payment of $500 on or prior to the Purchasers’ option to elect to not make the Subsequent Payment. In 2014, the due date for the Subsequent Payment was extended to January 30, 2015 for additional consideration of $500. In October 2014, Invecture announced that the Los Cardones gold project had been suspended because the conditions for its development were not favorable at that time, which introduced substantial doubt that the Subsequent Payment would be made. After making this announcement, there were no apparent significant favorable changes to incentivize Invecture to lift the suspension. In January 2015, we agreed to amend the payment terms (the “Amendment”)first anniversary of the ~~Los Cardones Sale. Under~~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 ~~Amendment, the Company received a payment of $2,994 net of legal costs from the Purchasers as the final payment for 100% of the Company’s interest in the project.~~average gold price realization. This resulted in a realized gain of ~~$1,958.~~$358 in the first quarter of 2017.

~~Table of Contents~~

~~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)~~

Utah Claims

During the first quarter of 2016, we sold our unpatented mining claims located in Utah for $150 and a 2% ~~net smelter return royalty (“NSR”)~~NSR on any future production from said claims. This resulted in a realized gain of ~~$150.~~$150 in the first quarter of 2016.

5.4. Plant and Equipment


	September 30, 2016						December 31, 2015						March 31, 2017						December 31, 2016
			Accumulated						Accumulated						Accumulated						Accumulated
	Cost		depreciation		Net		Cost		depreciation		Net		Cost		depreciation		Net		Cost		depreciation		Net
Mt Todd, Australia	$	5,652	$	3,756	$	1,896	$	5,617	$	3,346	$	2,271	$	5,654	$	4,114	$	1,540	$	5,654	$	3,944	$	1,710
Guadalupe de los Reyes, Mexico		15		11		4		17		9		8		—		—		—		14		11		3
Corporate, United States		403		403		—		403		390		13		333		333		—		333		333		—
Used mill equipment, Canada		6,500		—		6,500		6,500		—		6,500		6,500		—		6,500		6,500		—		6,500
	$	12,570	$	4,170	$	8,400	$	12,537	$	3,745	$	8,792	$	12,487	$	4,447	$	8,040	$	12,501	$	4,288	$	8,213

6.5. Common Shares

~~Public Offering, August 2016~~

During August 2016, we closed a public offering of 12,362,500 units (the “Units”), which included 1,612,500 Units issued pursuant to the full exercise of the underwriters’ over-allotment option, for net proceeds of $15,883 (the “2016 Offering”). Each Unit consisted of one common share in the capital of the Company (“Common Share”) and one-half of one Common Share purchase warrant (each full warrant, a “2016 Warrant”). A total of 6,514,625 2016 Warrants were issued, including 333,375 broker warrants issued to the underwriters. Each 2016 Warrant entitles the holder thereof to purchase one Common Share at a price of $1.92 per Common Share (subject to adjustment in certain circumstances) and is exercisable for a period of 36 months from the closing of the 2016 Offering. The 2016 Warrants, which are classified as equity, had a fair value of $3,320 at the time of the 2016 Offering. The fair value of warrants issued during the nine months ended September 30, 2016 was estimated at the grant date using the Black-Scholes option pricing model using the following assumptions: 1) expected volatility of 89%, 2) risk-free rate of 0.86%, 3) expected life of 3 years, and 4) stock price on the issue date of $1.13 per Common Share.

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, 2015

—

$
—

—

$
—

Issued

6,514,625

1.92

2.9

—

As of September 30, 2016

6,514,625

$
1.92

2.9

$
—


		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~~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.~~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~~

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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)

determined by the Board. Stock-based compensation expense for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ is as follows:


	Three Months Ended September 30,				Nine months ended September 30,				Three Months Ended March 31,
	2016		2015		2016		2015		2017		2016
Stock options	$	7	$	2	$	12	$	6	$	12	$	2
Restricted stock units		161		218		464		681		234		140
	$	168	$	220	$	476	$	687	$	246	$	142

As of ~~September 30, 2016,~~March 31, 2017, stock options and RSUs had unrecognized compensation expense of ~~$49~~$29 and ~~$740,~~$608, respectively, which is expected to be recognized over a weighted average period of ~~1.39~~1.1 and ~~1.55~~1.2 years, respectively.

Stock Options

A summary of options under the Plan as of ~~September 30, 2016~~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, 2015

2,257,500

$
1.60

2.02

$
—

Granted

50,000

1.11

Exercised

(65,500)

0.39

Expired

(667,500)

2.87

Outstanding - September 30, 2016

1,574,500

$
1.10

2.01

$
740

Exercisable - September 30, 2016

1,278,250

$
1.24

1.85

$
568


		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 ~~September 30, 2016~~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, 2015

246,250

$
0.22

Granted

50,000

0.69

Unvested - September 30, 2016

296,250

$
0.30

1.39


				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

~~The fair value of stock options granted during the nine months ended September 30, 2016 was estimated at the grant date using the Black-Scholes option pricing model using the following assumptions:~~



~~Expected volatility~~	~~77.68~~	%
~~Risk-free interest rate~~	~~1.12~~	%
~~Expected life (years)~~	5
~~Dividend yield~~	~~N/A~~
~~Forfeiture assumption~~	0	%

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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)~~

Restricted Stock Units

The following table summarizes the RSUs outstanding under the LTIP as of ~~September 30, 2016:~~March 31, 2017:


		Weighted average			Weighted average
	Number	grant-date fair		Number	grant-date fair
	of units	value per unit		of units	value per unit
Unvested - December 31, 2015	4,085,446	$	0.44
Unvested - December 31, 2016				2,668,387	$	0.49
Cancelled/forfeited				(72,300)		0.52
Vested	(2,475,046)		0.50	(409,700)		0.52
Granted	1,057,987		0.84	225,000		0.97
Unvested - September 30, 2016	2,668,387	$	0.55
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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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)

7.6. 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 ~~the~~ Mt ~~Todd mining licenses.~~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.

8.7. 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 September 30, 2016						Fair value at March 31, 2017
	Total		Level 1		Level 3		Total		Level 1		Level 3
Marketable securities	$	131	$	131	$	—	$	101	$	101	$	—
Other investments (Midas Gold Shares)		5,384		5,384		—		4,682		4,682		—


	Fair value at December 31, 2015						Fair value at December 31, 2016
	Total		Level 1		Level 3		Total		Level 1		Level 3
Marketable securities	$	61	$	61	$	—	$	109	$	109	$	—
Other investments (Midas Gold Shares)		1,798		1,798		—		4,994		4,994		—
Used mill equipment (non-recurring)		6,500		—		6,500		6,500		—		6,500

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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)~~

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, ~~2015~~2016 was based on aan independent third party ~~assessment of the projected sale value less costs to sell giving full consideration to current market conditions and an orderly sale process.~~valuation. As of ~~September 30, 2016, the used mill equipment is~~March 31, 2017, an independent third party evaluation was not classified as held for sale for accounting purposes and there is no indication that the carrying value of the used mill equipment may not be recoverable, consequently no fair value assessment is required for the period ended September 30, 2016.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 ~~2016,~~2017, nor have there been any changes in valuation techniques.

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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)

9.8. Geographic and Segment Information

The Company has one reportable operating ~~segment, consisting of evaluation, acquisition, and exploration activities.~~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 and North America.~~Australia. We reported no revenues during the three ~~and nine~~ months ended ~~September 30, 2016~~March 31, 2017 and ~~2015.~~2016. Geographic location of mineral properties and plant and equipment is provided in Notes 43 and 5,4, respectively.

~~10.~~9. Research and Development Grant

~~The~~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. ~~These refunds are related to costs we incurred during the 2014, 2013 and 2012 fiscal years for qualifying R&D programs.~~ The R&D ~~tax incentive program~~Tax Incentive Program is a self-assessment process, and as such, the Australian Government has the right to ~~audit~~review the qualifying programs and expenditures for a period of four ~~years~~. 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 ~~and nine~~ months ended ~~September 30, 2016,~~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.

~~Our principal~~The Company’s flagship asset is ~~our flagship~~its 100% owned Mt Todd gold project (“Mt Todd”) in the Northern Territory (“NT”) Australia, where we are ~~concluding test work to optimize the process flowsheet,~~ seeking approval of our final environmental authorization and evaluating potential material process improvements in anticipation of commencing an update of our ~~preliminary feasibility study~~July 2014 Preliminary Feasibility Study (“PFS”). ~~We also hold 4.4% of the outstanding common shares in the capital of Midas Gold Corp. (“Midas Gold Shares”), non-core projects in Mexico and the United States, and royalty interests in Indonesia.~~

~~Outlook~~

With the completion of our equity financing in August 2016, we believe we are well funded. We believe we have sufficient funding to: (a) continue to selectively optimize; and (b) add value to Mt Todd and to complete all of the critical milestones, including permitting, necessary to advance the Mt Todd project to the point ofUltimately, a ~~development decision. 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, ~~and~~ completion of a positive feasibility study and the availability of financing.

InAs one of the ~~interim~~largest, undeveloped single-deposit gold projects in Australia, we ~~plan~~believe Mt Todd is a highly strategic gold project with several potential paths to ~~continue~~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 programs that we introduced in 2013. We expect our fixed costs (those cash expenditures necessary to ensure that we preserve our property rights and meet all of our safety, regulatory and environmental responsibilities) to continue to average $1,400 to $1,600 per quarter for the foreseeable future. In addition, we expect to completewhile completing selected discretionary programs that are expected to add value to ~~the~~ Mt ~~Todd gold project.~~

~~The continuing long-term viability of the Company is dependent upon our ability to secure additional financing and ultimately to generate future profits from operations. In the longer term, we expect to fund programs through a variety of means, including the sale of non-core assets, the issuance of equity, project debt and possibly other sources.~~ 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 development that could lead to profitable production, or to generate sufficient proceeds from the disposition of these assets.

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~~Results from Operations~~

~~Summary~~

Todd. As a result of ~~our strict cost management policies, together with the realization of Research and Development (“R&D”) grants and funds raised through our recent~~an equity financing ~~the Company continues to~~completed in 2016, we believe ~~that it is~~we are well funded, and ~~able to execute selected strategic discretionary programs.~~we have no debt.

Consolidated net ~~income/(loss)~~loss for the three months ended ~~September 30,~~March 31, 2017 and 2016 was $2,847 and ~~2015 was $(2,083) and $536~~$714 or ~~$(0.02)~~$0.03 and $0.01 ~~per share, respectively. Consolidated net income/(loss) for the nine months ended September 30, 2016 and 2015 was $(1,160) and $3,178 or $(0.01) and $0.04~~ 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 ~~$1,168~~$1,752 and ~~$1,306~~$987 during the three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015, respectively, and $2,979 and $3,265 during the nine months ended September 30, 2016 and 2015,~~ respectively. These costs are predominantly associated with Mt Todd. ~~Fixed~~For the three months ended March 31, 2017 and 2016, our fixed costs ~~in 2016 (those~~(which include cash expenditures necessary to ensure that we preserve our property rights and meet all of our safety, regulatory and environmental responsibilities) ~~and on an Australian dollar basis, are~~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 ~~2015. Minor~~the Batman deposit. The

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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 ~~cost reductions were driven by~~was significantly lower than the ~~weaker Australian dollar.~~discretionary programs during the three months ended March 31, 2017

Corporate administration

Corporate administration costs were ~~$581~~$1,021 and ~~$832~~$1,088 during the three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015, respectively, and $2,319 and $2,674 during the nine months ended September 30, 2016 and 2015,~~ respectively. Corporate fixed cash costs were substantially unchanged year over year. ~~Cost reductions~~

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, ~~were primarily driven by~~we sold our unpatented mining claims located in Utah for $150 and a ~~decrease~~2% NSR on any future production from said claims. This resulted in ~~non-cash stock-based compensation.~~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 ~~$(234)~~$(312) and ~~$(624)~~$543 for the three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015, respectively, and $3,586 and $(1,674) for the nine months ended September 30, 2016 and 2015,~~ respectively. These amounts are the result of changes in fair value of our Midas Gold Shares. ~~The 2015 loss includes a realized loss of $348 on the sale of 8,000,000 Midas Gold Shares.~~

Research and development grant

During the ~~nine~~three months ended ~~September 30,~~March 2016, ~~and 2015,~~ the Company received $744, ~~and $10,220, respectively,~~ 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 ~~2013 and 2012~~ fiscal ~~years~~year for qualifying R&D programs. ~~Future grants,~~Grants in 2017, if any, are not expected to be ~~significantly lower than those received in 2016 and 2015.~~material.

Financial Position, Liquidity and Capital Resources

Operating activities

Net cash ~~provided by/(used)~~used in operating activities was ~~$(4,124)~~$2,393 and ~~$4,741~~$1,086 for the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ 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. ~~Cash provided~~No similar grants were received in ~~2015 includes grants totaling $10,220 from the Government of Australia related to R&D expenditures we incurred in 2013 and 2012.~~2017. Other factors that contributed to the ~~year-over-year~~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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~~Investing activities~~

~~Net cash of $11,371 for the nine months ended September 30, 2016 was primarily utilized for the net purchase of short-term investments.~~

~~Net cash of $5,587, after the purchase of short-term investments of $11,880, for the nine months ended September 30, 2015 was provided from proceeds received from the sale of the~~ ~~Los Cardones gold project~~ ~~of $2,994 net of legal costs, the Option Agreement~~ ~~(as defined under the heading Guadalupe de Los Reyes Gold/Silver Project, Sinaloa, Mexico of $496, and the sale of 8,000,000 Midas Gold Shares for net proceeds of $2,772.~~

Financing activities

~~Net cash of $15,898 was primarily provided by the 2016 Offering, defined below.~~ There were no cash transactions from financing ~~transactions~~activities during ~~2015.~~the three months ended March 31, 2017 or 2016.

Liquidity and capital resources

Cash flows generated during the nine months ended September 30, 2016 included net proceeds of $15,883 from the 2016 Offering and the receipt of grants totaling $744, net of costs to prepare and file, from the Government of Australia related to the R&D Tax Incentive for qualifying R&D expenditures we incurred in 2014. Our cash and short-term investments as of ~~September 30, 2016 increased~~March 31, 2017 decreased to ~~$24,781~~$21,844 from ~~$12,892 as~~$23,879 at December 31, ~~2015;~~2016; and our net working capital ~~increased~~decreased to ~~$30,076~~$26,004 as at ~~September 30, 2016~~March 31, 2017 from ~~$14,399 as~~$28,438 at December 31, ~~2015~~2016 due mainly to ~~the transactions described.~~expenditures for operating and discretionary activities.

~~During~~With the completion of our financing in August 2016, we ~~closed a public offering~~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 ~~12,362,500 units (the “Units”), which included 1,612,500 Units issued pursuant~~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 ~~full exercise~~point of a development decision.

Potential future sources of non-dilutive financing include the ~~underwriters’ over-allotment option, for net proceeds~~sale of ~~$15,898 (the “2016 Offering”~~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”). ~~Each Unit consisted~~R&D grants from the Government of ~~one common share~~Australia, if any, are not expected to be material in ~~the capital~~2017.

The continuing long-term viability of the Company ~~(“Common Share”)~~is dependent upon our ability to secure sufficient funding and ~~one-half~~ultimately to generate future profits from operations or sales of ~~one Common Share purchase warrant (each full warrant, a “2016 Warrant”). Each 2016 Warrant entitles~~assets. The underlying value and recoverability of the ~~holder thereof~~amounts shown as mineral properties and plant and equipment in our Condensed Consolidated Balance Sheets are dependent on our ability to ~~purchase one Common Share at a price of $1.92 per Common Share (subject~~fund exploration and development activities that could lead to ~~adjustment in certain circumstances) and is exercisable for a period of 36 months~~profitable production or proceeds from the ~~closing~~disposition of ~~the 2016 Offering.~~

~~For additional discussion on our liquidity and outlook see the discussion under “Outlook” above.~~these assets.

Fair Value Accounting


	Fair value at September 30, 2016						Fair value at March 31, 2017
	Total		Level 1		Level 3		Total		Level 1		Level 3
Marketable securities	$	131	$	131	$	—	$	101	$	101	$	—
Other investments (Midas Gold Shares)		5,384		5,384		—		4,682		4,682		—


	Fair value at December 31, 2015						Fair value at December 31, 2016
	Total		Level 1		Level 3		Total		Level 1		Level 3
Marketable securities	$	61	$	61	$	—	$	109	$	109	$	—
Other investments (Midas Gold Shares)		1,798		1,798		—		4,994		4,994		—
Used mill equipment (non-recurring)		6,500		—		6,500		6,500		—		6,500

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The used mill equipment is classified as Level 3 of the fair value hierarchy as its value at December 31, ~~2015~~2016 was based on aan independent third party ~~assessment of the projected sale value less costs to sell giving full consideration to current market conditions and an orderly sale process.~~valuation. As of ~~September 30, 2016, the~~March 31, 2017, an independent third party evaluation was not deemed necessary. The used mill equipment is not classified as held for sale for accounting purposes and there is no indication that the carrying value of the used mill equipment may not be recoverable, consequently no fair value assessment is required for the period ended September 30, 2016. 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 ~~2016,~~2017, nor have there been any changes in valuation techniques.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Contractual Obligations

Project Updates

Mt Todd Gold Project, Northern Territory, Australia

~~During~~In late 2016, we ~~have continued~~completed preliminary process area optimization studies that indicated that selectively screening and rejecting sub-economic, coarse crusher product prior to ~~focus on evaluation~~grinding could be expected to produce higher gold recoveries and ~~advancement of Mt Todd. A team of technical experts has completed a review of the key areas of the project, concentrating on metallurgical recovery,~~lower process engineering and plant design, pit slope rock mechanics, mine plans and scheduling, and a gas-fired power plant, and we are following up on certain recommendations that may lead to improved project economics. In particular, we are studying two key optimization opportunities: (1) the potential for improvements to the ore processing flow sheet which could improve capital and/or operating costs and could improve process recoveries; and, (2) the potential to outsource power generation, which could result in significantly lower capital costs, but increasedarea operating costs. ~~We expect~~These results were encouraging and warranted additional metallurgical test work. Accordingly, in December 2016, we initiated a drill program to ~~have these~~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 ~~substantially completed by the end of the year.~~

~~Following~~(automated sorting, fine grinding, gold recovery and rheology/tailings classification), with completion of these studies ~~we plan~~expected in the third quarter of 2017.

Confirmation of the preliminary test work is expected to ~~update~~support material improvements to the economics of the Mt Todd ~~preliminary feasibility study that was originally completed in 2013. The planned update will reflect the results of optimization studies if material,~~gold project without significant alterations to the current ~~gold price~~flow sheet. An update of the PFS, which would integrate these potential flow sheet alterations and ~~AUD:FEX exchange rate, and other factors, such as current equipment pricing, labor rates and energy costs.~~

In the ~~fourth~~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 ~~2015, we submitted a request for authorization under~~2017. The MMP is essentially the ~~Australian Environmental Protection~~plan of operations, and Biodiversity Conservation Act of 1999 (“EPBC”), as it relates to the Gouldian Finch. The Australian Commonwealth Department of Environment subsequently requested additional information from us as part of their review. We have responded to these initial requests and have recently been advised that further information is ~~required on potential dust impacts on the Gouldian Finch. We are in active dialog to resolve this request~~.

~~Guadalupe de los Reyes Gold/Silver Project, Sinaloa, Mexico~~

During April 2014, Minera Gold Stake S.A. de C.V., Vista’s wholly-owned subsidiary, entered into a definitive option agreement (the “Option Agreement”) to option a 70% interest in the Guadalupe de los Reyes gold/silver project in Sinaloa, Mexico to Great Panther Silver Limited (formerly Cangold Limited) (“Great Panther”) for consideration of $5,000 in payments over a three-year period. On February 25, 2016, Vista received notification from Great Panther that it was terminating the Option Agreement. Pursuant to the termsone of the Option Agreement, Vista retained the $996 already paid by Great Panther ($500 received in 2014 and $496 net of legal costs was received in March 2015) and 100% of the Guadalupe de los Reyes gold/silver project.

~~We do not consider the Guadalupe de los Reyes gold/silver project a material project. We intend to seek partners to advance the project.~~

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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, ~~2015,~~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 ~~Company is well funded and~~Mt Todd project;

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

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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: (a) add value~~ to continue to identify and study potential Mt ~~Todd;~~Todd optimizations, project improvements and ~~(b) to complete critical milestones;~~efficiencies;

the ~~Company’s~~feasibility of Mt Todd;

our ability to sustain ~~its~~ fixed costs ~~at $1,400~~(those cash expenditures necessary to ~~$1,600 per quarter~~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 ~~foreseeable future;~~point of a development decision;

the potential monetization of our non-core assets, including our mill ~~equipment;~~

equipment which is for sale, the Guadalupe de los Reyes gold project, and our ~~plan to not introduce immediate changes to the business plan or forecasted spending;~~Midas Gold Shares;

our expectation that ~~future~~2017 R&D grants from the Government of Australia, if any, will not be ~~significantly less than those received in 2015 and 2016;~~

~~the nature and magnitude of future discretionary programs, if any, and the availability of funding for such programs;~~material;

our ability to ~~quickly advance Mt Todd~~provide sufficient additional information required to ~~development when economic conditions warrant;~~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;

~~our intention to continue cost management efforts;~~

~~our potential ability to generate proceeds from operations or the disposition of our assets;~~

the timing, performance and results of feasibility studies;

~~plans and anticipated effects of holding 4.4% of the outstanding Midas Gold Shares;~~

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

plans ~~to focus our efforts on Mt Todd;~~

~~plans and timing for completion, to study key optimization opportunities at Mt Todd;~~

~~plans to update the Mt Todd preliminary feasibility study that was originally completed in 2013;~~

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~~our expectation that we will be able to satisfy the requests for additional information with respect to the EPBC authorization request;~~

~~plans~~ for evaluation and advancement ~~of Mt Todd;~~

~~our expectation that technical and exploration programs at Mt Todd will increase the value of Mt Todd;~~

~~our ability to complete the Mt Todd feasibility study within six months of commencement;~~

~~the feasibility~~ 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 ~~obtaining~~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 ~~PFIC.~~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

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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 ~~agreements~~ 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;~~

~~our ability to secure all of the permits for~~ 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;

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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;

~~trading price of our securities and our ability to raise funds in new share offerings due to future sales of common shares in the public or private market;~~

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;

~~the market price of the securities held by us;~~

~~our ability to timely monetize our Midas Gold Shares;~~

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;

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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;

~~political~~evolving corporate governance and ~~economic instability in Mexico;~~public disclosure regulations;

tax initiatives on domestic and international levels;

fluctuation in foreign currency values;

potential review of our Australian R&D ~~grants may be subject to review;~~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, ~~2015,~~2016, under “Part I-Item 1A. Risk

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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 ~~are engaged~~operate in the gold mining industry. We are focused on the evaluation, acquisition, exploration and advancement of gold exploration and potential development projects, ~~and related activities, including exploration, engineering, permitting and the preparation~~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 ~~feasibility studies.~~assets for cash and/or other consideration. The value of our properties, as well as our ~~marketable securities and our~~ investment in Midas Gold ~~Shares, are~~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, ~~our mineral projects and other~~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, ~~currency~~ 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. ~~The~~Because of these dynamics, it is extremely difficult to predict the future market value ~~for~~of gold ~~cannot be predicted~~ with any ~~accuracy for future time periods.~~certainty.

~~Because we have exploration operations~~Our principal gold project is located in Australia, consequently we are subject to ~~foreign~~Australian dollar currency fluctuations. We ~~are~~do not currently ~~engaged~~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 ~~nine~~three months ended ~~September 30, 2016,~~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

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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 ~~September 30, 2016~~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.

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ITEM 1A. RISK FACTORS.

~~Other than the risk factor discussed below, there~~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, ~~2015~~2016 as filed with the SEC and Canadian securities regulatory authorities on February ~~26, 2016.~~22, 2017.

~~Our R&D grants are subject to governmental review and there is no guarantee that the Australian government will continue to approve such R&D grants.~~

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 and there is no assurance that we will continue to receive R&D grants from such tax incentive program.

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 ~~the Company.~~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 ~~six~~three months ended ~~June 30, 2016,~~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

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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 ~~and nine~~ months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ (ii) Condensed Consolidated Balance Sheets at ~~September 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, (iii) Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ and (iv) Notes to Condensed Consolidated Financial Statements.

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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: ~~October 25, 2016~~April 28, 2017	By:	/s/ Frederick H. Earnest
		Frederick H. Earnest,
		Chief Executive Officer

Dated: ~~October 25, 2016~~April 28, 2017	By:	/s/ John F. Engele
		John F. Engele
		Chief Financial Officer

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