Edgar Filing: VISTA GOLD CORP

Registration No. 333-91254

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 3
TO
FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

VISTA GOLD CORP.
(Exact name of registrant as specified in its charter)

Yukon Territory, Canada
(State or other jurisdiction of incorporation or organization)

98-0066159
(I.R.S. Employer Identification Number)

Suite 5, 7961 Shaffer Parkway
Littleton, Colorado 80127
(720) 981-1185
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Ronald J. McGregor
President and Chief Executive Officer
Vista Gold Corp.
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado 80127
(720) 981-1185
(Name, address, including zip code, and telephone number, including area code,
of agent for service and authorized representative of registrant in the
United States)

with copies to:

Jonathan C. Guest, Esq. William F. Sirett, Esq.
Perkins, Smith & Cohen, LLP Borden Ladner Gervais LLP
One Beacon Street 1200 Waterfront Centre
Boston, Massachusetts 02108 200 Burrard Street, P.O. Box 48600
(617) 854-4000 Vancouver, B.C., Canada V7X 1T2
(604) 687-5744

Approximate date of commencement of proposed sale to the public: As soon
as possible after this Registration Statement is declared effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
|_|

EXHIBITS.

Exhibit
Number Description of Document
------ -----------------------

5 Opinion of Campion Macdonald (including the consent of such **
firm) regarding the legality of the securities being offered

23.1 Consent of Campion Macdonald (included as part of Exhibit 5 **
hereto)

23.2 Consent of PricewaterhouseCoopers LLP, independent auditors

23.3 Consent of Mine Reserve Associates, Inc. *

23.4 Consent of Mineral Resources Development, Inc. **

24 Powers of Attorney *

* Incorporated by reference to the Registrant's Registration Statement on
Form S-3, as filed with the Commission on June 26, 2002.

** Incorporated by reference to Amendment No. 1 to the Registrant's
Registration Statement on Form S-3, as filed with the Commission on August
15, 2002.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-3 and has duly caused this Amendment No. 3 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Littleton, Colorado, on September 18, 2002.

VISTA GOLD CORP.
-----------------------------------
Registrant

By: /s/ Ronald J. McGregor
-------------------------------------
Ronald J. McGregor
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to Registration Statement has been signed by the following persons in the
capacities and on the dates stated.

Signature Title Date
--------- ----- ----

/s/ Ronald J. McGregor President, Chief Executive Officer September 18, 2002
--------------------------- and Director (Principal Executive
Ronald J. McGregor Officer and Authorized Representative
in the United States)

/s/ John F. Engele Vice President Finance and Chief September 18, 2002
--------------------------- Financial Officer (Principal Financial
John F. Engele and Accounting Officer)

* Director September 18, 2002
---------------------------
John M. Clark

* Director September 18, 2002
---------------------------
Michael B. Richings

* Director September 18, 2002
---------------------------
A. Murray Sinclair

* Director September 18, 2002
---------------------------
C. Thomas Ogryzlo

Director
---------------------------
Robert A. Quartermain

By: /s/ John F. Engele
-------------------------------
John F. Engele, Attorney-in-Fact