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: August 1, 2016

(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)

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:

Item 2.02  Results of Operation and Financial Condition

On August 1, 2016, the registrant provided its unaudited financial results for the second quarter ended June 30, 2016.     The registrant’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 August 1, 2016 with the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. 

Summary of Second Quarter 2016 Financial Results

We reported net income of $1.6 million or $0.02 per share for the three months ended June 30, 2016. This includes an unrealized $3.3 million mark-to-market gain on our investment in Midas Gold Corp. (“Midas”); offset by $1.7 million of operating expenses and other expenses. During the three months ended June 30, 2015, we reported net income of $3.6 million or $0.04 per share.  This included a $5.9 million payment received from the Australian Government under a research and development incentive program; an unrealized $0.3 million mark-to-market loss on our investment in Midas; and $2.0 million in operating expenses.

Our working capital at June 30, 2016 totaled approximately $16.0 million, including cash and short-term investments (comprised of government securities) of approximately $10.3 million. The Company has no debt. 

To review the Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2016, 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 June 30, 2016 and to discuss corporate and project activities is scheduled for Wednesday, August 10, 2016 at 2:30 p.m. MDT.

Toll-free in North America: 1-866-233-5249

International:  416-642-3300

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

http://event.on24.com/r.htm?e=1234673&s=1&k=5184360283907E75CCB91632F5469D43 

This call will be archived and available at www.vistagold.com after August 10, 2016.  Audio replay will be available for 21 days by calling toll-free in North America:  1-888-203-1112, passcode 5515432.

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.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 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.

Item 7.01  Regulation FD

On August 1, 2016,  the registrant issued a press release providing its unaudited financial results for the second quarter ended June 30, 2016. 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 August 1, 2016*

*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.

EXHIBIT INDEX

Exhibit No.Description

99.1Press Release dated August 1, 2016*

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