Form 8-K VISTA GOLD CORP For: Feb 02

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

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FORM 8-K�

CURRENT REPORT�

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

Date of Report: January 29, 2015

(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:

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Item 1.01 Entry into a Material Definitive Agreement

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On January 29, 2015, Vista Gold Corp.�(“Vista”) and�RPG Structured Finance S.Á. R.L.�(the “Purchaser”, and together with Vista, the “Parties”) entered into a �third amending agreement (“Third Amending Agreement”) to its previously announced debt transfer agreement made as of October 16, 2013 (the “Original Agreement”) which, among other things, provides for the acquisition by the Purchaser of the non-interest bearing indebtedness of Desarrollos Zapal, S.A. de C.V. to Vista in the amount of US$20,090,528.43;

On January 30, 2014, Vista and the Purchaser entered into an amending agreement (the “First Amending Agreement”), pursuant to which (i) the Subsequent Payment Date (as defined in the Original Agreement) was extended from January 30, 2014 to July 31, 2014 and (ii) the consideration to be paid was increased by US$250,000 as consideration for the extension (the “First Extension Consideration”).

On July 25, 2014, Vista and the Purchaser entered into a second amending agreement (the “Second Amending Agreement”, together with the Original Agreement and the First Amending Agreement, the “Agreement”) pursuant to which the Parties agreed that (i) the Subsequent Payment Date was extended from July 31, 2014 to January 30, 2015 and (ii) the payment of the First Extension Consideration and the additional consideration of US$250,000 for entering into the Second Amending Agreement was paid contemporaneously with the execution of the Second Amending Agreement.

Pursuant to the Third Amending Agreement, the parties have agreed to amend the Agreement to (i) reduce the Subsequent Payment Amount (as defined in the Agreement) from US$6,000,000 to US$3,000,000, (ii) remove the Purchaser’s termination right in Section 5.1(a) of the Agreement and (iii) update the wire instructions for sending funds.

The Agreement was amended as follows:

Recital B of the Agreement is amended so that the reference to

“US$13 million” is deleted and “US$10 million” is substituted in its place; and

“US$6 million” is deleted and “US$3 million” is substituted in its place.

The definition of “Purchase Price” in Section 1.1 of the Agreement is amended so that the reference to “US$12,985,000” is deleted and “US$9,985,000” is substituted in its place.

The definition of “Subsequent Payment Amount” in Section 1.1 of the Agreement is amended so that the reference to “US$6,000,000” is deleted and “US$3,000,000” is substituted in its place.

Section 5.1 of the Agreement is amended so that the reference to “: (a) the termination of this Agreement by the Purchaser in writing in its sole discretion on or prior to January 30, 2015; or (b)”, such that Section 5.1, as amended, reads as follows:

“This Agreement shall terminate and be of no further force or effect upon the mutual agreement of the Parties.”

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Schedule “A” of the Agreement is amended to change the Account Number.�

No other provisions of the Agreement were amended. This summary of the material terms of the Third Amending Agreement are qualified in their entirety by the Third Amending Agreement attached hereto as Exhibit 10.1.

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�Item 7.01��Regulation FD

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On January 30, 2015, the Registrant issued a press release announcing that it has agreed to amend the payment terms of its sale of the Los Cardones gold project in Baja California Sur, Mexico and will receive a US$3.0 million cash payment as full and final payment for the project. �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.

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Item 9.01��Exhibits

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Exhibit No.Description

10.1Amending Agreement

99.1Press Release dated January 30, 2015*

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

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SIGNATURES�

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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.

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EXHIBIT INDEX

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Exhibit No.Description

10.1Amending Agreement

99.1Press Release dated January 30, 2015*

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

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EXHIBIT 10.1

THIRD�AMENDING AGREEMENT

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THIS AGREEMENT made this 29th of January, 2015, �

BETWEEN:

Vista Gold Corp., a corporation existing under the laws of British Columbia, Canada

(“Vista”)

AND

RPG Structured Finance S.À. �R.L., a company existing under the laws of Luxembourg

(the “Purchaser”)

WHEREAS:

NOW THEREFORE in consideration of the mutual covenants and promises herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge, the Parties agree as follows:

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“This Agreement shall terminate and be of no further force or effect upon the mutual agreement of the Parties.”

IN WITNESS WHEREOF the Parties hereto have caused this Third Amending Agreement to be executed by their duly authorized representatives as of the date first above written.

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EXHIBIT 99.1

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__________________ NEWS _________________�

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Vista Gold Corp. Amends the Payment Terms for the Los Cardones Project and Will Receive a US$3.0 Million Cash Payment�

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Denver, Colorado,�January 30, �2015 �- �Vista Gold Corp. (the “Company,” “we” or “our”) (NYSE MKT and TSX: VGZ) today announced it has agreed to amend the payment terms (the “Amendment”) of its sale of the Los Cardones gold project in Baja California Sur, Mexico�to Invecture Group, S.A. de C.V. (“Invecture”) and RPG Structured Finance S.á.r.l. (together, the “Purchasers”). �Under the Amendment, the Company will receive a payment of US$3.0 million cash from the Purchasers as full and final payment for 100% of the Company’s debt and equity participation in the Los Cardones gold project. � �

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In October 2013, we agreed to sell�100% of our debt and equity participation in the Los Cardones gold project to�the Purchasers for total consideration of US$13 million, US$7 million of which was paid at closing and US$6�million of which is due by January 30, 2015 �(extended from January 30, 2014, and subsequently from July 31, 2014). The Purchasers had the option to elect, in their discretion, not to make the second payment of US$6 million, in which case, we would retain all amounts already received and the Los Cardones gold project would be returned to us.��

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On October 28, 2014, Invecture�announced that the Los Cardones gold project had been suspended, stating that conditions for its development were not favorable at that time. Since making this announcement, there have been no apparent significant favorable changes to incentivize Invecture to lift the suspension.

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Frederick H. Earnest, President and Chief Executive Officer, commented, “It is clear that Invecture has invested a significant amount of time, energy, financial resources and political capital to advance the Los Cardones gold project. However, present conditions make it difficult to predict when development at the project might occur.��Our key focus is the continued advancement of our Mt Todd gold project.��Our goal is to position the Mt Todd gold project ready for development in an improved gold price environment.��Like other mining companies, we face risks with regards to financing our activities and ensuring our ongoing viability. The US$3.0 million payment we expect to receive�mitigates those risks, �and, together with a US$0.5 million Guadalupe de los Reyes option payment expected on March 2, 2015 (postponed from January 15, 2015) and the cash on hand at the end of 2014,�we believe the Company will be funded into 2016, consistent with our strategy of financing the Company through non-dilutive means.”

About Vista Gold Corp.

Vista’s principal asset is its flagship Mt Todd gold project in Northern Territory, Australia.��We also hold 11.2% �of the outstanding common shares of Midas, �non-core projects in Mexico and the United States and royalty interests in projects in Bolivia and Indonesia.� For more information about our projects, including technical studies and resource estimates, please visit our website at�www.vistagold.com.�

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

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Forward Looking Statements

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This press release contains forward-looking statements within the meaning of the U.S. Securities Act of 1933, as amended, and U.S. Securities Exchange Act of 1934, as amended, and forward-looking information within the meaning of Canadian securities laws.��All statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect or anticipate will or may occur in the future, including such things as, our belief that Invecture will succeed in developing the Los Cardones gold project,�the receipt and expected timing of the receipt of the US$3 million payment� and US$0.5 million payments, that these payments together with our cash on hand at the end of 2014 will provide sufficient funding for the Company into 2016; and our goal to position the Mt Todd gold project to be ready for development in an improved gold price environment. The material factors and assumptions used to develop the forward-looking statements and forward-looking information contained in this press release include the following: �permitting conditions in Mexico, compliance by our partners of their contractual obligations, track record and ability of our partners, our approved business plans, exploration and assay results, mineral resource and reserve estimates and results of preliminary economic assessments, pre-feasibility studies and feasibility studies on our projects, if any.��When used in this press release, the words “optimistic,” “potential,” “indicate,” “expect,” �“intend,” “hopes,” “believe,” “may,” “will,” “if,” “anticipate,” and similar expressions are intended to identify forward-looking statements and forward-looking information.��These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such statements.��Such factors include, among others, uncertainty of resource and reserve estimates, uncertainty as to the Company’s future operating costs and ability to raise capital; risks relating to cost increases for capital and operating costs; risks of shortages and fluctuating costs of equipment or supplies; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; potential effects on our operations of environmental regulations in the countries in which it operates; risks due to legal proceedings; risks relating to political and economic instability in certain countries in which it operates; risks related to our partners and the geopolitical environment in which they carry on business; as well as those factors discussed under the headings “Note Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s latest Annual Report on Form 10-K as filed on March 17, 2014�and other documents filed with the U.S. Securities and Exchange Commission and Canadian securities regulatory authorities.��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.��Except as required by law, we assume no obligation to publicly update any forward-looking statements or forward-looking information; whether as a result of new information, future events or otherwise.

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