Page 1

Table of Contents U UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Title of Each Class Common Shares , no par value Commission file number : 001-9025 British Columbia ( State or other jurisdiction of incorporation or organization ) 7961 Shaffer Parkway , Suite 5 Littleton , Colorado ( Address of Principal Executive Offices ) VG VISTA GOLD VISTA GOLD CORP . ( Exact Name of Registrant as Specified in its Charter ) SECURITIES REGISTERED PURSUANT TO SECTION 12 ( b ) OF THE ACT : to ( 720 ) 981-1185 ( Registrant's Telephone Number , including Area Code ) Trading Symbol VGZ 98-0542444 ( I.R.S. Employer Identification No. ) 80127 ( Zip Code ) Name of Each Exchange on Which Registered NYSE American SECURITIES REGISTERED PURSUANT TO SECTION 12 ( g ) OF THE ACT : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No Indicate by checkmark whether the registrant ( 1 ) filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes > No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of “ large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large Accelerated Filer Accelerated Filer Non - Accelerated Filer > Smaller Reporting Company Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . □ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . O Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No State the aggregate market value of the voting and non - voting common equity held by non - affiliates computed by reference to the price at which the common equity was last sold , or the average bid and asked price of such common equity , as of the last business day of the registrant's most recently completed second fiscal quarter : $ 85,760,855 The number of shares of the Registrant's Common Stock outstanding as of February 12 , 2021 was 103,377,704 . Documents incorporated by reference : To the extent herein specifically referenced in Part III , portions of the Registrant's Definitive Proxy Statement on Schedule 14A for the 2021 Annual General Meeting of Shareholders are incorporated herein . See Part III .