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: June 1, 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)

1-9025
(Commission File Number)

Not Applicable
(IRS Employer Identification No.)


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:

   

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


   

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


   

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


   

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 

 

 

 Item 7.01  Regulation FD

 

On June 1, 2015, the Registrant issued a press release announcing that it received an A$7.5 million (approximately US$5.7 million) Research & Development (“R&D”) Tax Incentive refund related to costs it incurred in respect of the 2012 tax year.  The refund was 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.

 

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

 

99.1Press Release dated June 1, 2015*

 

*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.

 

   

VISTA GOLD CORP.
(Registrant)

 

Dated: June 2, 2015

 

By: /s/John F. Engele

John F. Engele

Chief Financial Officer

 

 

 




  EXHIBIT 99.1

g115341mmi001.jpg

7961 Shaffer Parkway

Suite 5

Littleton, CO  80127

Phone:  720-981-1185

Fax:      720-981-1186

Trading Symbol:  VGZ

Toronto and NYSE MKT Stock Exchanges

 

__________________ NEWS _________________ 

 

Vista Gold Corp. Announces Receipt of A$7.5 Million Net Tax Refund Under the Australian Government’s Research & Development  Incentive Program  

Denver, Colorado, June 1, 2015 - Vista Gold Corp. (the “Company,” “we” or “our”) (NYSE MKT and TSX: VGZ) today announced that it has received an A$7.5 million (approximately US$5.7 million) Research & Development (“R&D”) Tax Incentive refund, net of costs to prepare and file. This refund is related to costs we incurred in respect of the 2012 tax year.  The refund was 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.  

 

Frederick H. Earnest, President and Chief Executive Officer, commented, “Certain investments we made in 2012 to find innovative solutions to our water management challenges at the Mt Todd gold project, together with studies we undertook to define long-term environmental solutions for the project, have met the criteria for a refundable tax credit under the Australian Government’s R&D Tax Incentive Program.  Some of our work has been recognized as having cost-effective industry-wide application. We are pleased with the addition of approximately US$5.7 million of cash to our treasury and now we believe we are funded well into 2017. We remain committed to careful management of our financial resources and intend to continue our practice of strict capital discipline as we evaluate potential programs that could better position the Mt Todd gold project for fast-track development when economic conditions permit.”  

 

About Vista Gold Corp.

Vista’s principal asset is its flagship Mt Todd gold project in Northern Territory, AustraliaWe also hold approximately 4.9%  of the outstanding common shares of Midas Gold Corp.,  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.

 

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

 

Forward Looking Statements

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 the Company being funded well into 2017; our ability to continue strict capital discipline; the timing and success of programs that could position the Mt Todd gold project for fast-track development; and other such matters are forward-looking statements and forward-looking information.  The material factors and assumptions used to develop the forward-looking statements and forward-looking information contained in this press release include the following: 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; 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 3, 2015 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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