UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
VISTA GOLD CORP.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
927926 10 5
(CUSIP Number)
August 29, 2002
(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)
/x/ Rule 13d-1(c)
/ / Rule 13d-1(d)
CUSIP No. 927926 10 5 Page 2 of 5
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1 NAME OF REPORTING PERSON Viceroy Resource Corporation
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Not Applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
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(b) X
-----
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia, Canada
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NUMBER OF 5 SOLE VOTING POWER
SHARES 606,060
BENEFICIALLY ------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 606,060
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,060
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
___
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
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12 TYPE OF REPORTING PERSON
CO
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CUSIP No. 927926 10 5 Page 3 of 5
Item 1(a). Name of Issuer:
Vista Gold Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
7961 Shaffer Parkway, Suite 5
Littleton, Colorado 80127
Item 2
(a). - (c).
Name, Principal Business Address and Citizenship
of Person Filing:
Viceroy Resource Corporation
Suite 900 - 570 Granville Street
Vancouver, British Columbia, Canada V6C 3P1
Citizenship: British Columbia, Canada
Item 2(d). Title of Class of Securities:
Common Shares
Item 2(e). CUSIP Number:
927926 10 5
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) / / Broker or dealer registered under Section 15 of the
Exchange Act.
(b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) / / Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) / / Investment company registered under Section 8 of the
Investment Company Act.
(e) / / An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) / / A parent holding company or control person in accordance
with Rule 13d-1(b)(ii)(G).
(h) / / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) / / A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not Applicable
CUSIP No. 927926 10 5 Page 4 of 5
Item 4. Ownership.
The information in items 1 and 5 through 11 on the cover page (p. 2)
on Schedule 13G is hereby incorporated by reference.
Percentage ownership based on 6,370,898 Common Shares outstanding at
August 29, 2002. Viceroy Resource Corporation owns 303,030 Common
Shares of the Issuer and warrants to purchase an additional 303,030
Common Shares of the Issuer exercisable for a period of two years.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five 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. Certification.
By signing below, the undersigned certifies that, to the best of
its 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.
CUSIP No. 927926 10 5 Page 5 of 5
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: August 29, 2002 Viceroy Resource Corporation
By: /s/ Kim C. Casswell
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Name: Kim C. Casswell
Title: Corporate Secretary