May 5, 2006
Mr. Michael B. Richings
President and Chief Executive Officer
Vista Gold Corp.
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado 80127
Re: Vista Gold Corporation
Registration Statement on Form S-3
Filed April 4, 2006
File No. 333-132975
Form 10-K for the Fiscal Year Ended December 31, 2005
Filed March 31, 2006
File No. 01-9025
Dear Mr. Richings:
We have limited our review of the above filings to only the
areas upon which we have issued comments. Where indicated, we
think
you should revise your documents in response to these comments.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary. Please be as
detailed
as necessary in your explanation. In some of our comments, we may
ask you to provide us with supplemental information so we may
better
understand your disclosure. After reviewing this information, we
may
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Please note that the following engineering comments are in
addition to the ones included in our letter dated May 4, 2006.
You
may address all of the comments in one response letter.
Engineering Comments
Form 10-K for the Fiscal Year Ended December 31, 2005
Properties, page 17
2. Ensure that your mineral properties are discussed in your
narrative in the order of their importance to you.
3. We note that you disclosed that estimates of mineral reserves
you
provide in this filing were developed using the requirements of
Canada`s National Instrument 43-101, which is allowed in
Instruction
3 to Paragraph (b)(5) of Industry Guide 7. However, you will
still
be required to disclose your reserve estimates according to Guide
7
definitions. As needed, provide a comparative table and
reconciliation narrative explaining any differences between the
estimates using Commission definitions and the National Instrument
43-101 definitions.
Closing Comments
As appropriate, please amend the above filings in response
to
these comments. You may wish to provide us with a marked copy of
the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact Roger Baer, Mining Engineer, at (202) 551-
3705
with any questions regarding engineering matters. Please contact
Jason Wynn at (202) 551-3756 or, in his absence, Tangela Richter,
Branch Chief, at (202) 551-3685 with any other questions. Direct
all
correspondence to the following ZIP code: 20549-7010.
Sincerely,
H. Roger Schwall
Assistant Director
cc: J. Wynn
T. Richter
R. Baer
via facsimile
Susan K. Shapiro, Esq.
Burns & Levinson, LLP
(617) 854-4040
Mr. Michael B. Richings
Vista Gold Corporation
May 5, 2006
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE
MAIL STOP 7010