Vista Gold (VGZ): Schedule 13G/A Amendment No. 3 filed. Sun Valley Gold LLC, Palmedo Holdings LLLP, Sun Valley Gold Master Fund, Ltd., and Peter F. Palmedo reported beneficial ownership of Vista Gold common shares as of 09/30/2025.
Sun Valley Gold LLC, Palmedo Holdings LLLP, and Peter F. Palmedo each reported 15,898,327 shares, representing 12.7% of the class, with shared voting and dispositive power over those shares and no sole power. Sun Valley Gold Master Fund, Ltd. reported 13,728,729 shares, or 11.0%, also with shared voting and dispositive power.
The filing states all reported securities are directly owned by advisory clients of Sun Valley Gold LLC, and includes a certification that the securities were not acquired and are not held for the purpose of changing or influencing control.
The amendment lists coordinated beneficial ownership among Sun Valley entities and Peter F. Palmedo, with 15,898,327 shares (representing 12.7%) under shared voting and dispositive power. The Sun Valley Gold Master Fund separately reports 13,728,729 shares (11.0%).
The certification states the holdings were not acquired to change or influence control, aligning with a passive Schedule 13G approach. All securities are held by advisory clients of Sun Valley Gold LLC, indicating client-account aggregation rather than proprietary positions.
Actual market impact depends on holder decisions; no sale plans or transaction methods are described in this excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Vista Gold Corp.
(Name of Issuer)
Common Shares without par value
(Title of Class of Securities)
927926303
(CUSIP Number)
09/30/2025
(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)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
927926303
1
Names of Reporting Persons
SUN VALLEY GOLD LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,898,327.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,898,327.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,898,327.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.7 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
927926303
1
Names of Reporting Persons
PALMEDO HOLDINGS LLLP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEVADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,898,327.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,898,327.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,898,327.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
927926303
1
Names of Reporting Persons
SUN VALLEY GOLD MASTER FUND, LTD.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
13,728,729.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,728,729.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,728,729.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.0 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
927926303
1
Names of Reporting Persons
PETER F. PALMEDO
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,898,327.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,898,327.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,898,327.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.7 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Vista Gold Corp.
(b)
Address of issuer's principal executive offices:
8310 S. Valley Hwy, Suite 300, Englewood, Colorado 80112
Item 2.
(a)
Name of person filing:
Sun Valley Gold LLC
Palmedo Holdings LLLP
Sun Valley Gold Master Fund, Ltd.
Peter F. Palmedo
(b)
Address or principal business office or, if none, residence:
Sun Valley Gold LLC
620 Sun Valley Road, 2nd Floor
P.O. Box 2211
Ketchum, ID 83340
Palmedo Holdings LLLP
620 Sun Valley Road, 2nd Floor
P.O. Box 2211
Ketchum, ID 83340
Sun Valley Gold Master Fund, Ltd.
620 Sun Valley Road, 2nd Floor
P.O. Box 2211
Ketchum, ID 83340
Peter F. Palmedo
620 Sun Valley Road, 2nd Floor
P.O. Box 2211
Ketchum, ID 83340
(c)
Citizenship:
Sun Valley Gold LLC - Delaware
Palmedo Holdings LLLP - Other - Nevada
Sun Valley Gold Master Fund, Ltd. - Cayman Islands
Peter F. Palmedo - United States
(d)
Title of class of securities:
Common Shares without par value
(e)
CUSIP No.:
927926303
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Sun Valley Gold LLC - 15,898,327
Palmedo Holdings LLLP - 15,898,327
Sun Valley Gold Master Fund, Ltd. - 13,728,729
Peter F. Palmedo - 15,898,327
(b)
Percent of class:
Sun Valley Gold LLC - 12.7%
Palmedo Holdings LLLP - 12.7%
Sun Valley Gold Master Fund, Ltd. - 11.0%
Peter F. Palmedo - 12.7%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Sun Valley Gold LLC - 0
Palmedo Holdings LLLP - 0
Sun Valley Gold Master Fund, Ltd. - 0
Peter F. Palmedo - 0
(ii) Shared power to vote or to direct the vote:
Sun Valley Gold LLC - 15,898,327
Palmedo Holdings LLLP - 15,898,327
Sun Valley Gold Master Fund, Ltd. - 13,728,729
Peter F. Palmedo - 15,898,327
(iii) Sole power to dispose or to direct the disposition of:
Sun Valley Gold LLC - 0
Palmedo Holdings LLLP - 0
Sun Valley Gold Master Fund, Ltd. - 0
Peter F. Palmedo - 0
(iv) Shared power to dispose or to direct the disposition of:
Sun Valley Gold LLC - 15,898,327
Palmedo Holdings LLLP - 15,898,327
Sun Valley Gold Master Fund, Ltd. - 13,728,729
Peter F. Palmedo - 15,898,327
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G are directly owned by advisory clients of Sun Valley Gold LLC. None of those advisory clients, other than Sun Valley Gold Master Fund, Ltd., may be deemed to beneficially own more than 5% of the Common Shares without par value.
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.
Certifications:
By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
SUN VALLEY GOLD LLC
Signature:
By: /s/ Peter F. Palmedo
Name/Title:
Peter F. Palmedo, Managing Member
Date:
11/13/2025
PALMEDO HOLDINGS LLLP
Signature:
By: /s/ Peter F. Palmedo
Name/Title:
Peter F. Palmedo, General Partner
Date:
11/13/2025
SUN VALLEY GOLD MASTER FUND, LTD.
Signature:
By: /s/ Peter F. Palmedo
Name/Title:
Peter F. Palmedo, Director
Date:
11/13/2025
PETER F. PALMEDO
Signature:
By: /s/ Peter F. Palmedo
Name/Title:
Peter F. Palmedo
Date:
11/13/2025
Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
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