UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
VISTA GOLD CORP.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
927926 20 4
(CUSIP Number)
January 15, 2003
(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 20 4 Page 2 of 5
________________________________________________________________________________
1. NAME OF REPORTING PERSON
Viceroy Resource Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Not Applicable
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia, Canada
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 506,060
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 506,060
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 0
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
506,060
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 927926 20 4 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 20 4
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 20 4 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 10,780,620 Common Shares outstanding
at January 17, 2003. Viceroy Resource Corporation owns 203,030
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 (expiring in August 2004).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following |X|
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 20 4 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: January 28, 2003 Viceroy Resource Corporation
By: /s/ Kim C. Casswell
-------------------------------
Name: Kim C. Casswell
Title: Corporate Secretary