| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Vista Gold Corp. (Name of Issuer) |
Common Shares without par value (Title of Class of Securities) |
927926303 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 927926303 |
| 1 | Names of Reporting Persons SUN VALLEY GOLD LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 19,922,544.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 16.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
SCHEDULE 13G |
| CUSIP No. | 927926303 |
| 1 | Names of Reporting Persons PALMEDO HOLDINGS LLLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NEVADA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 19,922,544.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 16.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 927926303 |
| 1 | Names of Reporting Persons SUN VALLEY GOLD MASTER FUND, LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 13,728,729.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 927926303 |
| 1 | Names of Reporting Persons PETER F. PALMEDO | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 19,922,544.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 16.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Vista Gold Corp. | |
| (b) | Address of issuer's principal executive
offices: 8310 S. Valley Hwy, Suite 300, Englewood, Colorado | |
| Item 2. | ||
| (a) | Name of person filing: Sun Valley Gold LLC
Palmedo Holdings LLLP
Sun Valley Gold Master Fund, Ltd.
Peter F. Palmedo | |
| (b) | Address or principal business office or, if
none, residence: Sun Valley Gold LLC
620 Sun Valley Road, 2nd Floor
P.O. Box 2211
Ketchum, ID 83340
Palmedo Holdings LLLP
620 Sun Valley Road, 2nd Floor
P.O. Box 2211
Ketchum, ID 83340
Sun Valley Gold Master Fund, Ltd.
620 Sun Valley Road, 2nd Floor
P.O. Box 2211
Ketchum, ID 83340
Peter F. Palmedo
620 Sun Valley Road, 2nd Floor
P.O. Box 2211
Ketchum, ID 83340 | |
| (c) | Citizenship: Sun Valley Gold LLC - Delaware
Palmedo Holdings LLLP - Other - Nevada
Sun Valley Gold Master Fund, Ltd. - Cayman Islands
Peter F. Palmedo - United States | |
| (d) | Title of class of securities: Common Shares without par value | |
| (e) | CUSIP No.: 927926303 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Sun Valley Gold LLC - 19,922,544
Palmedo Holdings LLLP - 19,922,544
Sun Valley Gold Master Fund, Ltd. - 13,728,729
Peter F. Palmedo - 19,922,544 | |
| (b) | Percent of class: Sun Valley Gold LLC - 16.2%
Palmedo Holdings LLLP - 16.2%
Sun Valley Gold Master Fund, Ltd. - 11.2%
Peter F. Palmedo - 16.2% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Sun Valley Gold LLC - 0
Palmedo Holdings LLLP - 0
Sun Valley Gold Master Fund, Ltd. - 0
Peter F. Palmedo - 0 | ||
| (ii) Shared power to vote or to direct the
vote: Sun Valley Gold LLC - 19,922,544
Palmedo Holdings LLLP - 19,922,544
Sun Valley Gold Master Fund, Ltd. - 13,728,729
Peter F. Palmedo - 19,922,544 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Sun Valley Gold LLC - 0
Palmedo Holdings LLLP - 0
Sun Valley Gold Master Fund, Ltd. - 0
Peter F. Palmedo - 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Sun Valley Gold LLC - 19,922,544
Palmedo Holdings LLLP - 19,922,544
Sun Valley Gold Master Fund, Ltd. - 13,728,729
Peter F. Palmedo - 19,922,544 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Comments accompanying signature:
* Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit
Information |
Exhibit A - Joint Filing Agreement |