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, 2018
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-9025
VISTA GOLD CORP.
(Exact Name of Registrant as Specified in its Charter)
British Columbia
(State or other jurisdiction of incorporation or organization)
98-0542444
(I.R.S. Employer Identification No.)
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado
(Address of Principal Executive Offices)
80127
(Zip Code)
(720) 981-1185
(Registrant’s Telephone Number, including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class
Name of Each Exchange on Which Registered
Common Shares without par value
NYSE American, Toronto Stock Exchange
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 checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part II of this Form 10-K or any amendment to the Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated fi ler, 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 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: $68,703,000
The number of shares of the Registrant’s Common Stock outstanding as of February 6, 2019 was 100,268,161.
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 2019 Annual General Meeting of Shareholders are incorporated herein. See Part III.
TABLE OF CONTENTS
CAUTIONARY NOTE TO INVESTORS REGARDING ESTIMATES OF MEASURED, INDICATED
AND INFERRED RESOURCES AND PROVEN AND PROBABLE RESERVES
GLOSSARY
USE OF NAMES
CURRENCY
METRIC CONVERSION TABLE
NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I
ITEM 1. BUSINESS
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. MINE SAFETY DISCLOSURES
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PART III
AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 16. FORM 10-K SUMMARY
PART IV
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CAUTIONARY NOTE TO INVESTORS REGARDING ESTIMATES OF MEASURED, INDICATED AND
INFERRED RESOURCES AND PROVEN AND PROBABLE RESERVES
The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms
defined in Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the
Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on Mineral Resources
and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Definition Standards”). These definitions
differ from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7
(“SEC Industry Guide 7”) under the United States Securities Act of 1933, as amended (the “Securities Act”). Under SEC
Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year
historical average metal price is used in any reserve or cash flow analysis to designate reserves, and the primary
environmental analysis or report must be filed with the appropriate governmental authority.
In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred
mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms
under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with
the SEC. Investors are cautioned not to assume that all or any part of a mineral deposit in these categories will ever be
converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great
uncertainty as to their economic, technical and legal feasibility. It cannot be assumed that all, or any part, of an inferred
mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral
resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not
to assume that all or any part of an inferred mineral resource exists or is economically, technically or legally mineable.
Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC
normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place
tonnage and grade without reference to unit measures.
Accordingly, information contained in this report and the documents incorporated by reference herein contain
descriptions of our mineral deposits that may not be comparable to similar information made public by companies
subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and
regulations thereunder.
The term “mineralized material” as used in this annual report on Form 10-K, although permissible under SEC Industry
Guide 7, does not indicate “reserves” by SEC Industry Guide 7 standards. We cannot be certain that any part of the
mineralized material will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves”. Investors are
cautioned not to assume that all or any part of the mineralized material will ever be confirmed or converted into reserves
or that mineralized material can be economically or legally extracted.
GLOSSARY
“acid rock drainage” results from the interaction of meteoric water with oxidizing sulfide minerals.
“arsenopyrite” means an iron arsenic sulfide. It is the most common arsenic mineral and the primary ore of arsenic
metal.
“assay” means to test ores or minerals by chemical or other methods for the purpose of determining the amount of
valuable metals contained.
“automated sorting” means technology that separates “ore” and “waste” based on physical and/or chemical properties of
the material being sorted.
“bedding” means the characteristic structure of sedimentary rock in which layers of different composition, grain size or
arrangement are layered one on top of another in a sequence with oldest on the bottom and youngest at the top.
“bismuthinite” means a mineral consisting of bismuth sulfide; it is an ore for bismuth.
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“chalcopyrite” means a brass-yellow colored sulfide of copper and iron. It is a copper mineral.
“claim” means a mining title giving its holder the right to prospect, explore for and exploit minerals within a
defined area.
“clastic” refers to sedimentary rock (such as shale or siltstone) or sediment. An accumulation of transported weathered
debris.
“comminution” means the process in which solid materials are broken into small fragments by crushing, grinding, and
other processes.
“conglomerate” refers to clastic sedimentary rock that contains rounded particles that are greater than two millimeters in
diameter. The space between the pebbles is generally filled with smaller particles and/or a chemical cement that binds
the rock together.
“cut-off grade” means the grade below which mineralized material will be considered waste.
“deposit” is an informal term for an accumulation of mineralized material.
“exploration stage enterprise” refers to an issuer engaged in the search for mineral deposits (reserves) which are not in
either the development or production stage, per SEC Industry Guide 7. A development stage enterprise is engaged in the
preparation of an established, commercially minable deposit (reserve) which is not in the production stage. A production
stage enterprise is engaged in the exploitation of commercially viable mineral deposits (reserves).
“facies” means the characteristics of a rock mass that reflects its depositional environment.
“fault” means a fracture in rock along which there has been displacement of the two sides parallel to the fracture.
“feasibility study” is a comprehensive technical and economic study of the selected development option for a mineral
project that includes appropriately detailed assessments of realistically assumed mining, processing, metallurgical,
economic, marketing, legal, environmental, social and governmental considerations together with any other relevant
operational factors and detailed financial analysis, that are necessary to demonstrate at the time of reporting that
extraction is reasonably justified or economically viable. The results of the study may reasonably serve as the basis for a
final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The
confidence level of the study will be higher than that of a pre-feasibility study.
“felsic” is a term used to describe an igneous rock that has a large percentage of light-colored minerals such as quartz,
feldspar and muscovite. Felsic rocks are generally rich in silicon and aluminum and contain only small amounts of
magnesium and iron.
“ferruginous” means containing iron oxides or rust.
“foliation” means planar arrangement of structural or textural features in any rock type.
“fold” is a bend or flexure in a rock unit or series of rock units caused by crust movements.
“g Au/tonne” or “g Au/t” means grams of gold per tonne.
“galena” means a lead sulfide mineral commonly found in hydrothermal veins; it is the primary ore of lead.
“geosyncline” means a major trough or downwarp of the Earth’s crust, in which great thicknesses of sedimentary and/or
volcanic rocks have accumulated.
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“granitoid” means a variety of coarse grained plutonic rock similar to granite, which are composed predominantly of
feldspar or quartz.
“greywackes” means fine-grained sandstone generally characterized by its hardness, dark color and poorly sorted angular
grains of quartz, feldspar and small rock fragments set in a compact, clay-fine matrix.
“heap leach” means a gold extraction method that percolates a cyanide solution through ore heaped on an impermeable
pad or base.
“hornfels” refers to nonfoliated metamorphic rock that is typically formed by contact metamorphism around igneous
intrusions.
“indicated mineral resource” and “indicated resource” means “indicated mineral resource” as defined by the CIM in the
CIM Definition Standards and is that part of a mineral resource for which quantity, grade or quality, densities, shape and
physical characteristics can be estimated with sufficient confidence to allow the appropriate application of technical and
economic parameters in sufficient detail to support mine planning and evaluation of the economic viability of the
deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is
sufficient to assume geological and grade or quality continuity between points of observation. An indicated mineral
resource has a lower level of confidence than that applying to a measured mineral resource and may only be converted to
a probable mineral reserve.
“inferred mineral resource” and “inferred resource” means “inferred mineral resource” as defined by the CIM in the
CIM Definition Standards and is that part of a mineral resource for which quantity and grade or quality are estimated on
the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify
geological and grade or quality continuity. An inferred mineral resource has a lower level of confidence than that
applying to an indicated mineral resource and must not be converted to a mineral reserve. It is reasonably expected that
the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration.
“intrusion” refers to an igneous rock body that formed from magma that forced its way into, through or between
subsurface rock units.
“intrusives” refers to igneous rocks that crystallize below the earth’s surface.
“ironstone” is a sedimentary rock, either deposited directly as a ferruginous sediment or created by chemical
replacement, that contains a substantial proportion of an iron compound from which iron either can be or once was
smelted commercially.
“joint” means a fracture in a rock along which there has been no displacement.
“measured mineral resource” means “measured mineral resource” as defined by the CIM in the CIM Definition
Standards and is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical
characteristics are estimated with confidence sufficient to allow the application of technical and economic parameters to
support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is
derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or
quality continuity between points of observation. A measured mineral resource has a higher level of confidence than that
applying to either an indicated mineral resource or an inferred mineral resource. It may be converted to a proven mineral
reserve or to a probable mineral reserve.
“mica” any of a group of phyllosilicate minerals having similar chemical compositions and highly perfect basal
cleavage.
“mineral reserve” means the economically mineable part of a measured mineral resource and/or indicated mineral
resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or
extracted and is defined by studies at pre-feasibility or feasibility level as appropriate that include application of mining,
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processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, governmental or other
relevant factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified.
“mineral resource” means a concentration or occurrence of solid material of economic interest in or on the earth’s crust
in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The
location, quantity, grade or quality, continuity and other geological characteristics of a mineral resource are known,
estimated or interpreted from specific geological evidence and knowledge, including sampling.
“mineralization” means the concentration of valuable minerals within a body of rock.
“mineralized material” under SEC Industry Guide 7 is a mineralized body that has been delineated by appropriately
spaced drilling and/or underground sampling to support a sufficient tonnage and average grade of metal(s). Such a
deposit does not qualify as a reserve until a comprehensive evaluation based upon unit cost, grade, recoveries, and other
material factors conclude legal and economic feasibility. Mineralized material is equivalent to measured plus indicated
mineral resources but does not include inferred mineral resources.
“mudstone” is a fine grained sedimentary rock whose original constituents were clays or muds.
“ore” means material containing minerals in such quantity, grade and chemical composition that they can be
economically extracted.
“oxide” means mineralized rock in which some of the original minerals have been oxidized (i.e., combined with
oxygen). Oxidation tends to make the ore more porous and permits a more complete permeation of cyanide solutions so
that minute particles of gold in the interior of the minerals will be more readily dissolved.
“preliminary economic assessment” and “PEA” as defined by NI 43-101 is a study, other than a pre-feasibility study or
feasibility study, that includes an economic analysis of the potential viability of mineral resources.
“preliminary feasibility study”, “PFS” and “pre-feasibility study” as defined by the CIM in the CIM Definition Standards
is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has
advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the
case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial
analysis based on reasonable assumptions on mining, processing, metallurgical, economic, marketing, legal,
environmental, social and government considerations and the evaluation of any other relevant factors which are
sufficient for a qualified person, acting reasonably, to determine if all or part of the mineral resource may be converted
to a mineral reserve at the time of reporting. A pre-feasibility study is at a lower confidence level than a feasibility study.
“probable reserves” under SEC Industry Guide 7 means reserves for which quantity and grade and/or quality are
computed from information similar to that used for proven reserves, but the sites for inspection, sampling and
measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that
for proven reserves, is high enough to assume continuity between points of observation.
“probable mineral reserves” as defined by the CIM in the CIM Definition Standards is the economically mineable part
of an indicated and, in some circumstances, a measured mineral resource. The confidence in the mining, processing,
metallurgical, economic, and other relevant factors applying to a probable mineral reserve is lower than that applying to
a proven mineral reserve.
“proven reserves” under SEC Industry Guide 7 means reserves for which (a) quantity is computed from dimensions
revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed
sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is
so well defined that size, shape, depth and mineral content of reserves are well established.
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“proven mineral reserves”, as defined by the CIM in the CIM Definition Standards, is the economically mineable part of
a measured mineral resource A proven mineral reserve implies a high degree of confidence in the mining, processing,
metallurgical, economic and other relevant factors.
“pyrrhotite” means a bronze-colored magnetic ferrous sulfide mineral consisting of iron and sulfur.
“pyrite” means a pale brass-yellow colored iron sulfide mineral consisting of iron and sulfur.
“qualified person” as defined under NI 43-101 means an individual who (a) is an engineer or geoscientist with a
university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or
mining; (b) has at least five years of experience in mineral exploration, mine development or operation, or mineral
project assessment or any combination of these that is relevant to his or her professional degree or area of practice;
(c) has experience relevant to the subject matter of the mineral project and the technical report; (d) is in good standing
with a professional association; and (e) in the case of a professional association in a foreign jurisdiction, has a
membership designation that (i) requires attainment of a position of responsibility in their profession that requires the
exercise of independent judgment; and (ii) requires (A) a favorable, confidential peer evaluation of the individual’s
character, professional judgment, expertise and ethical fitness; or (B) a recommendation for membership by at least two
peers, and demonstrated prominence or expertise in the field of mineral exploration or mining. Note: a professional
association is a self-regulatory organization of engineers, geoscientists or both that, among other criteria, requires
compliance with the professional standards of competence and ethics established by the organization and has
disciplinary powers over its members.
“recovery” means that portion of the metal contained in the ore that is successfully extracted by processing and is
expressed as a percentage.
“sampling” means selecting a fractional, but representative, part of a mineral deposit for analysis.
“scats” means material in a ball mill or sag mill that has become rounded and no longer susceptible to additional size
reduction. Basically, this material may be rejected from the grinding circuit for additional crushing because it
contributes to higher energy consumption within the mill.
“schist” is a metamorphic rock containing abundant particles of mica, characterized by strong foliation and originating
from a metamorphism in which directed pressure played a significant role.
“sediment” means solid material settled from suspension in a liquid.
“sedimentary rock” means rock formed from the accumulation and consolidation of sediment, usually in layered
deposits.
“shale” is a fine grained, clastic sedimentary rock composed of mud that is a mix of flakes of clay minerals and tiny
fragments (silt-sized particles) or other minerals, especially quartz and calcite.
“silicified” means to become converted into or impregnated with silica.
“siltstone” is a sedimentary rock that has a grain size in the silt range, finer than sandstone and coarser than claystones.
“sphalerite” means a zinc sulfide mineral commonly found in hydrothermal veins; it is the primary ore of zinc.
“strike” when used as a noun, means the direction, course or bearing of a vein or rock formation measured on a level
surface and, when used as a verb, means to take such direction, course or bearing.
“sulfide” means a compound of sulfur and some other element. From a metallurgical perspective, sulfide rock is primary
ore that has not been oxidized. Both ore and waste may contain sulfide minerals.
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“tailings” means material rejected from a mill after most of the valuable minerals have been extracted.
“tonne” means a metric tonne and has the weight of 1,000 kg or 2,204.6 pounds.
“tpd” means tonnes per day.
“tuffs” are a type of rock consisting of consolidated volcanic ash ejected from vents during a volcanic eruption.
“vein” means a fissure, fault or crack in a rock filled by minerals that have traveled upwards from some deep source.
“waste” means rock lacking sufficient grade and/or other characteristics of ore.
USE OF NAMES
In this annual report on Form 10-K, unless the context otherwise requires, the terms “we”, “us”, “our”, “Vista”, “Vista
Gold”, or the “Company” refer to Vista Gold Corp. and its subsidiaries.
CURRENCY
References to C$ refer to Canadian currency, AUD or A$ to Australian currency and USD or $ to United States
currency.
METRIC CONVERSION TABLE
To Convert Imperial Measurement Units
Acres
Feet
Miles
Tons (short)
Gallons
Ounces (troy)
Ounces (troy) per ton (short)
To Metric Measurement Units Multiply by
0.4047
Hectares
0.3048
Meters
1.6093
Kilometers
0.9072
Tonnes
3.7854
Liters
31.1035
Grams
34.2857
Grams per tonne
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report, including all exhibits hereto and any documents that are incorporated by reference as set forth on the
face page under “Documents incorporated by reference”, contains “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995 and forward-looking information under Canadian securities laws
that are intended to be covered by the safe harbor created by such legislation. All statements, other than statements of
historical facts, included in this annual report on Form 10-K, our other filings with the SEC and Canadian securities
commissions and in press releases and public statements by our officers or representatives that address activities, events
or developments that we expect or anticipate will or may occur in the future are forward-looking statements and
forward-looking information, including, but not limited to, such things as those listed below:
Operations
our belief that the results of the current PFS demonstrate a technically sound project with robust economics at
current gold prices;
our intention to complete the metallurgical program started in 2018;
our expectations as to which areas of the current preliminary feasibility study are most likely to be impacted by the
metallurgical program test results;
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our plans and available funding to continue to identify and study potential Mt Todd optimizations, project
improvements and efficiencies;
the feasibility of Mt Todd;
our belief that selectively screening and rejecting sub-economic material will improve gold recoveries and
lower process operating costs at Mt Todd;
our belief that these design changes can be implemented without materially changing the project’s capital
requirements;
estimates of future operating and financial performance;
our plans to advance work at Mt Todd to take advantage of our strategic position;
our expectation of Mt Todd’s impact, including environmental and economic impacts;
our expectation that the 2018 Mine Management Plan permit will be approved by the Northern Territory
Department of Primary Industries and Resources;
plans and estimates concerning potential project development, including the use of high pressure grinding roll
crushers and access to a water supply, as well as the ability to obtain all required permits;
estimates of mineral reserves and mineral resources;
our intention to improve the value of our gold projects;
the potential that development projects may lead to gold production or value adding strategic transactions; and
the timing, performance and results of feasibility studies;
Business and industry
our belief that our existing working capital, coupled with potential future sources of non-dilutive financing will
be sufficient to fully fund our currently planned fixed costs and discretionary programs;
our belief that we are in a position to actively pursue strategic alternatives that provide the best opportunity to
maximize value for the Company;
our belief that the At-the-Market program will provide additional financing flexibility at a low cost;
the potential monetization of our non-core assets, including our mill equipment which is for sale, and our Midas
Gold Shares;
potential funding requirements and sources of capital, including near-term sources of additional cash;
our expectation that the Company will continue to incur losses and will not pay dividends for the foreseeable
future;
our potential entry into agreements to find, lease, purchase, option or sell mineral interests;
our belief that we are in compliance in all material respects with applicable laws and regulations including
applicable mining, health, safety and environmental statutes and regulations in all of the jurisdictions in which
we operate;
our belief that we maintain reasonable amounts of insurance;
potential changes in regulations or taxation initiatives;
our expectation that we will continue to be a passive foreign investment company;
the expected impact of the adoption of new accounting standards on our financial statements;
the potential that we may grant options and/or other stock-based awards to our directors, officers, employees
and consultants;
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our expectation that corporate administration costs will be lower in 2019;
our belief that Minera Alamos will have no interest in the Guadalupe de los Reyes gold/silver project if the
Option Agreement (defined in Item 2: Properties – Guadalupe de los Reyes Gold/Silver Project, Sinaloa,
Mexico) terminates;
our belief that we will receive any future payments and that we will be granted the Open-Pit NSR and the
Underground NSR pursuant to the terms of the Option Agreement;
our belief that if we exercise the Back-in Right we will enter into a joint venture agreement on acceptable terms,
if at all; and
preliminary estimates of the reclamation and other related costs associated with certain mining claims in British
Columbia.
the potential that future expenditures may be required for compliance with various laws and regulations
governing the protection of the environment.
Forward-looking statements and forward-looking information have been based upon our current business and operating
plans, as approved by the Company’s Board of Directors (the “Board”); our cash and other funding requirements and
timing and sources thereof; results of pre-feasibility and feasibility studies, mineral resource and reserve estimates,
preliminary economic assessments and exploration activities; advancements of the Company’s required permitting
processes; current market conditions and project development plans. The words “estimate”, “plan”, “anticipate”,
“expect”, “intend”, “believe”, “will”, “may” and similar expressions are intended to identify forward-looking statements
and forward-looking information. These statements involve known and unknown risks, uncertainties, assumptions and
other factors which may cause our actual results, performance or achievements to be materially different from any
results, performance or achievements expressed or implied by such forward-looking statements and forward-looking
information. These factors include risks such as:
Operating Risks
pre-feasibility and feasibility study results and preliminary assessment results and the accuracy of estimates and
assumptions on which they are based;
resource and reserve estimate results, the accuracy of such estimates and the accuracy of sampling and
subsequent assays and geologic interpretations on which they are based;
technical and operational feasibility and the economic viability of deposits;
our ability to obtain, renew or maintain the necessary authorizations and permits for Mt Todd, including its
development plans and operating activities;
the timing and results of a feasibility study on Mt Todd;
delays in commencement of construction at Mt Todd;
increased costs that affect our operations or our financial condition;
our reliance on third parties to fulfill their obligations under agreements with us;
whether projects not managed by us will comply with our standards or meet our objectives;
whether our acquisition, exploration and development activities, as well as the realization of the market value of
our assets, will be commercially successful and whether any transactions we enter into will maximize the
realization of the market value of our assets;
the success of future joint ventures, partnerships and other arrangements relating to our properties;
perception of potential environmental impact of Mt Todd;
known and unknown environmental and reclamation liabilities, including reclamation requirements at Mt Todd;
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potential challenges to the title to our mineral properties;
future water supply issues at Mt Todd;
litigation or other legal claims; and
environmental lawsuits.
Financial and Business Risks
fluctuations in the price of gold;
lack of adequate insurance to cover potential liabilities;
the lack of cash dividend payments by us;
our history of losses from operations;
our ability to attract, retain and hire key personnel;
volatility in our stock price and gold equities generally;
our ability to raise additional capital or raise funds from the sale of non-core assets on favorable terms, if at all;
industry consolidation which could result in the acquisition of a control position in the Company for less than
fair value;
evolving corporate governance and public disclosure regulations;
intense competition in the mining industry;
tax initiatives on domestic and international levels;
fluctuation in foreign currency values;
potential adverse findings by the Australian Government upon review of our Australian research and
development grants; and
our likely status as a PFIC for U.S. federal tax purposes.
Industry Risks
inherent hazards of mining exploration, development and operating activities;
a shortage of skilled labor, equipment and supplies;
the accuracy of calculations of mineral reserves, mineral resources and mineralized material and fluctuations
therein based on metal prices, and inherent vulnerability of the ore and recoverability of metal in the
mining process;
changes in environmental regulations to which our exploration and development operations are subject; and
changes in climate change regulations could result in increased operating costs.
For a more detailed discussion of such risks and other important factors that could cause actual results to differ
materially from those in such forward-looking statements and forward-looking information, please see “Item 1A. Risk
Factors” below in this annual report on Form 10-K. Although we have attempted to identify important factors that could
cause actual results to differ materially from those described in forward-looking statements and forward-looking
information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no
assurance that these statements will prove to be accurate as actual results and future events could differ materially from
those anticipated in the statements. Except as required by law, we assume no obligation to publicly update any forward-
looking statements and forward-looking information, whether as a result of new information, future events or otherwise.
9
ITEM 1. BUSINESS.
Overview
PART I
Vista Gold Corp. and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) operate in the gold
mining industry. We are focused on the evaluation, acquisition, exploration and advancement of gold exploration and
potential development projects, which may lead to gold production or value adding strategic transactions such as earn-in
right agreements, option agreements, leases to third parties, joint venture arrangements with other mining companies, or
outright sales of assets for cash and/or other consideration. We look for opportunities to improve the value of our gold
projects through exploration drilling and/or technical studies focused on optimizing previous engineering work. We do
not currently generate cash flows from mining operations.
The Company’s flagship asset is its 100% owned Mt Todd gold project (“Mt Todd”) in the Northern Territory (“NT”)
Australia. Mt Todd is the largest undeveloped gold project in Australia. In January 2018, the Company received
authorization for the last major environmental permit and we announced the positive results of an updated preliminary
feasibility study (the “PFS”) for Mt Todd. Subsequently, Vista has completed additional metallurgical testing, including
ongoing fine grinding evaluations, which demonstrate further improvements in gold recovery. With these important
milestones and subsequent project improvements complete, Vista is in a better position to identify and pursue those
strategic alternatives that may provide the best opportunity for shareholders to realize fair value for Mt Todd. We also
hold 7.8 million of the outstanding common shares in the capital of Midas Gold Corp. (“Midas Gold Shares”), a non-
core project in Mexico and royalty interests in the United States and Indonesia.
Vista was originally incorporated on November 28, 1983 under the name “Granges Exploration Ltd.” It amalgamated
with Pecos Resources Ltd. during June 1985 and continued as Granges Exploration Ltd. In June 1989, Granges
Exploration Ltd. changed its name to Granges Inc. Granges Inc. amalgamated with Hycroft Resources & Development
Corporation during May 1995 and continued as Granges Inc. Effective November 1996, Da Capo Resources Ltd. and
Granges, Inc. amalgamated under the name “Vista Gold Corp.” and, effective December 1997, Vista continued from
British Columbia to the Yukon Territory, Canada under the Business Corporations Act (Yukon Territory). On June 11,
2013, Vista continued from the Yukon Territory, Canada to the Province of British Columbia, Canada under the
Business Corporations Act (British Columbia). The current addresses, telephone and facsimile numbers of our offices
are:
Executive Office
Suite 5 - 7961 Shaffer Parkway
Littleton, Colorado, USA 80127
Telephone: (720) 981-1185
Facsimile: (720) 981-1186
Registered and Records Office
1200 Waterfront Centre – 200 Burrard Street
Vancouver, British Columbia, Canada V7X 1T2
Telephone: (604) 687-5744
Facsimile: (604) 687-1415
10
Corporate Organization Chart
The name, place of incorporation, continuance or organization and percent of equity securities that we own or control as
of February 6, 2019 for each of our subsidiaries is set out below.
Employees
As of December 31, 2018, we had 14 full-time and no part-time employees globally. In addition, we use consultants with
specific skills to assist with various aspects of our project evaluation, due diligence, corporate governance and property
management.
Geographic and Segment Information
We have one reportable segment, consisting of evaluation, acquisition and exploration activities which are focused
principally in Australia. We evaluate, acquire, explore and advance gold exploration and potential development projects,
which may lead to gold production or value adding strategic transactions. We reported no operating revenues during the
years ended December 31, 2018 and 2017. Geographic location of mineral properties and plant and equipment is
provided in Notes 4 – Mineral Properties and 5 – Plant and Equipment to our Consolidated Financial Statements under
the section heading “Item 8. Financial Statements and Supplementary Data” below.
Reclamation
We generally will be required to mitigate long-term environmental impacts by stabilizing, contouring, re-sloping and re-
vegetating various portions of a site after mining and mineral processing operations are completed. These reclamation
efforts would be conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate
regulatory agencies.
The Mt Todd site was not reclaimed when the mine closed in the late 1990’s. Liability for the reclamation of the
environmental conditions existing prior to Vista’s involvement with the project remains the responsibility of the NT
Government until 30 days after we have provided notice to the NT Government that we intend to take over and assume
the management, operation and rehabilitation of Mt Todd. Vista does not expect to give such notice until a production
decision has been made, the project is fully permitted to construct the mine, and the necessary financing for project
construction has been arranged.
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In 2016, the Province of British Columbia Ministry of Energy and Mines (“MEM”) requested that the Company prepare
and present to MEM a reclamation plan for closure and abandonment of certain mining claims in British Columbia
which the Company had disposed of in 1996. Vista has presented a reclamation plan to MEM, however, execution of the
reclamation plan has not started, as acceptance by MEM is pending. Assuming no other potentially responsible parties
are identified and based on preliminary estimates of the reclamation and other related costs, we have accrued $242 as of
December 31, 2018.
Government Regulation
Our exploration and development activities and other property interests are subject to various national, state, provincial
and local laws and regulations in Australia and other jurisdictions, which govern prospecting, development, mining,
production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine
safety, hazardous substances and other matters. We have obtained or have pending applications for those licenses,
permits or other authorizations currently required to conduct our exploration and other programs. We believe that we are
in compliance in all material respects with applicable mining, health, safety and environmental statutes and regulations
in all of the jurisdictions in which we operate. With the exception of the British Columbia claims noted above,
management of the Company is not aware of any current orders or directions relating to the Company with respect to the
foregoing laws and regulations.
Australia Laws
Mineral projects in the NT are subject to Australian federal and NT laws and regulations regarding environmental
matters and the discharge of hazardous wastes and materials. As with all mining projects, Mt Todd would be expected to
have a variety of environmental impacts should development proceed. In Australia, environmental legislation plays a
significant role in the mining industry. We are required under Australian laws and regulations (federal, state and
territorial) to acquire permits and other authorizations before Mt Todd can be developed and mined. In September 2014,
the EIS for Mt Todd was approved. The Environmental Protection Agency of the Northern Territory Government
(“NTEPA”) advised that it had assessed the environmental impacts of the Mt Todd gold mine and authorized the
Company to proceed with the development of Mt Todd, subject to a number of recommendations which are outlined in
the assessment report (the “Assessment Report”), particularly, a request for authorization under the federal
Environmental Protection and Biodiversity Conservation Act 1999 (“EPBC”) as it relates to the Gouldian Finch. In
January 2018, the authorization under the EPBC was approved by the Australia Department of the Environment and
Energy. We must comply with the terms of our Authority Certificate under the Northern Territory Aboriginal Sacred
Sites Act 1989 which deals with the handling of archeological material within sacred sites. We are also subject to
statutory requirements under the Mining Management Act, which includes the requirement to complete a Mine
Management Plan (“MMP”) before the start of mining operations. The Mt Todd MMP was formally submitted in
November 2018, and is under review by the NT Department of Primary Industries and Resources.
Environmental Regulation
Our projects are subject to various federal, state and local laws and regulations governing protection of the environment.
These laws are continually changing and, in general, are becoming more restrictive. Our policy is to conduct business in
a way that safeguards public health and the environment. We believe that our operations are conducted in material
compliance with applicable laws and regulations.
Changes to current local, state or federal laws and regulations in the jurisdictions where we operate could require
additional capital expenditures and increased operating and/or reclamation costs. We are unable to predict what
additional legislation, if any, might be proposed or enacted, or what additional regulatory requirements could impact the
economics of our projects.
During 2018, none of our project sites had any material non-compliance occurrences with any applicable environmental
regulations. See “Item 1. Business - Reclamation” above.
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Competition
We compete with other mining companies in connection with the acquisition, exploration, financing and development of
gold properties. There is competition among mining companies for a limited number of gold acquisition and exploration
opportunities. Some of these competing mining companies have substantially greater financial and technical resources
than Vista. As a result, we may have difficulty acquiring attractive gold projects at reasonable prices. We compete with
other mining companies to retain expert consultants required to complete our geological and project development
studies. We also compete with other mining companies to hire mining engineers, geologists and other skilled personnel
in the mining industry, and for exploration and development services.
Gold Price History
The price of gold is volatile and is affected by numerous factors, all of which are beyond our control, such as the sale or
purchase of gold by various central banks and financial institutions, inflation, recession, fluctuation in the relative values
of the U.S. dollar and foreign currencies, changes in global gold demand and political and economic conditions.
The following table presents the high, low and average afternoon fixed prices in U.S. dollars for an ounce of gold on the
London Bullion Market over the past five years:
Year
2014
2015
2016
2017
2018
2019 (to February 6, 2019)
Data Source: www.kitco.com
Available Information
High
1,385
1,296
1,366
1,346
1,355
1,323
Low
1,142
1,049
1,077
1,151
1,178
1,280
Average
1,266
1,160
1,251
1,257
1,269
1,295
We make available, free of charge, on or through our website, at www.vistagold.com, our annual report on Form 10-K,
our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934. Our website and the
information contained therein or connected thereto are not intended to be, and are not, incorporated into this annual
report on Form 10-K.
ITEM 1A. RISK FACTORS.
An investment in our securities involves a high degree of risk. The risks described below are not the only ones facing
the Company or otherwise associated with an investment in our securities. Additional risks not presently known to us or
which we currently consider immaterial may also adversely affect our business. If any of the following risks actually
occur, our business, financial condition and operating results could be materially adversely affected.
Operating Risks
We cannot be assured that Mt Todd is feasible or that a feasibility study will accurately forecast operating results.
Mt Todd is our principal asset. Our future profitability depends largely on the economic feasibility of the project. Before
arranging financing for Mt Todd, we will have to complete a feasibility study. There can be no assurance that the
mining and comminution processes including ore sorting, gold production rates, revenue, capital and operating costs
including taxes and royalties will not vary unfavorably from the estimates and assumptions included in the feasibility
study.
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Mt Todd requires substantial capital investment and we may be unable to raise sufficient capital on favorable terms
or at all.
The construction and operation of Mt Todd will require significant capital. Our ability to raise sufficient capital will
depend on several factors, including a favorable feasibility study, acquisition of the requisite permits, macroeconomic
conditions, and future gold prices. Uncontrollable factors such as lower gold prices, unanticipated operating or
permitting challenges, perception of environmental impact, illiquidity in the debt markets or equity markets, could
impede our ability to finance Mt Todd on acceptable terms, if at all.
If we decide to construct the mine at Mt Todd, we will be assuming certain reclamation obligations resulting in a
material financial obligation.
The Mt Todd site was not reclaimed when the original mine closed. Although we are not currently responsible for the
reclamation of these historical disturbances, we will accept full responsibility for them if and when we make a decision
to finance and construct the mine and provide 30 days’ notice to the NT Government of our intention to take over and
assume the management, operation and rehabilitation of Mt Todd. At that time, we will be required to provide a bond in
a form and amount satisfactory to the NT Government (in whose jurisdiction Mt Todd is located) that would cover the
prospective expense of the reclamation of the property. In addition, the regulatory authorities may increase reclamation
and bonding requirements from time to time. The satisfaction of these bonding requirements and continuing or future
reclamation obligations will require a significant amount of capital.
We may not be able to get the required permits to begin construction at Mt Todd in a timely manner or at all.
Any delay in acquiring the requisite permits, or failure to receive required governmental approvals could delay or
prevent the start of construction of Mt Todd. If we are unable to acquire permits to mine the property, then the project
cannot be developed and operated. In addition, the property will have no reserves under SEC Industry Guide 7 and NI
43-101, which would result in an impairment of the carrying value of the project.
There may be other delays in the construction of Mt Todd.
Delays in commencement of construction could result from factors such as availability and performance of engineering
and construction contractors, suppliers and consultants; availability of required equipment; and availability of capital.
Any delay in the performance of any one or more of the contractors, suppliers, consultants or other persons on which we
depend, or lack of availability of required equipment, or delay or failure to receive required governmental approvals, or
financing could delay or prevent commencement of construction at Mt Todd. There can be no assurance of whether or
when construction at Mt Todd will start or that the necessary personnel, equipment or supplies will be available to the
Company if and when construction is started.
Increased costs could impede our ability to become profitable.
Costs at any particular mining location frequently are subject to variation due to a number of factors, such as changing
ore grade, changing metallurgy, and revisions to mine plans in response to the physical shape and location of the ore
body. In addition, costs are affected by the price of commodities, fuel, electricity, operating supplies and labor. These
costs are at times subject to volatile price movements, including increases that could make future production at Mt Todd
less profitable or uneconomic. This could have a material adverse effect on our financial condition, cash flows and
results of operations.
We cannot be assured that we will have an adequate water supply at Mt Todd.
Water at Mt Todd is expected to be provided from a fresh water reservoir which is fed by seasonal rains. Insufficient
rainfall, or drought-like conditions in the area feeding the reservoir could limit or extinguish this water supply; and
sufficient water resources may not be available leading to operations stopping until the water supply is replenished.
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We could be subject to litigation, allegations or other legal claims.
Our assets or our business activities may be subject to disputes that may result in litigation or other legal claims. We may
be subject to allegations through press, social media or other mediums that may or may not be founded. We may be
required to respond to or defend against these claims and/or allegations which will divert resources away from our
principal business. There can be no assurance that our defense of such claims and/or allegations would be successful,
and we may be required to make material settlements. This could have a material adverse effect on our financial
condition and cash flows, results of operations, and corporate reputation.
We rely on third parties to fulfill their obligations under agreements.
Our business strategy includes entering into agreements with third-parties (“Partners”) which may earn the right to
obtain an interest in certain of our projects, in part by managing the respective project. Whether or not we hold a
majority interest in a respective project, our Partner(s) may: (i) have economic or business interests or goals that are
inconsistent with or opposed to ours; (ii) exercise veto rights to block actions that we believe to be in the best interests of
the project; (iii) take action contrary to our policies or objectives; or (iv) as a result of financial or other difficulties, be
unable or unwilling to fulfill their obligations under the respective joint venture, option, earn-in right or other
agreement(s), such as contributing capital for the expansion or maintenance of projects. Any one or a combination of
these could result in liabilities for us and/or could adversely affect the value of the related project(s) and, by association,
damage our reputation and consequently our ability to acquire or advance other projects and/or attract future Partners.
Our exploration and development interests are subject to evolving environmental regulations.
Our property and royalty interests are subject to environmental regulations. Environmental legislation is becoming more
restrictive in some countries or jurisdictions with stricter standards and enforcement, increased fines and penalties for
non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of
responsibility for companies and their officers, directors and employees. There is no assurance that future changes in
environmental regulation, if any, will not adversely affect our interests. Currently, our property and royalty interests are
subject to government environmental regulations in Australia, Indonesia, Mexico and the U.S.
We could be subject to environmental lawsuits.
Neighboring landowners and other third parties could file claims based on environmental statutes and common law for
personal injury and property damage allegedly caused by environmental nuisance, the release of hazardous substances or
other waste material into the environment on or around our properties. There can be no assurance that our defense of
such claims would be successful. This could have a material adverse effect on our business prospects, financial
condition, results of operation, and corporate reputation.
We may have material undisclosed environmental liabilities of which we are not aware.
Vista has been engaged in gold exploration since 1983. Since inception the Company has been involved in a large
number of exploration projects in many different jurisdictions. There may be environmental liabilities associated with
disturbances at any of these projects for which the Company may be identified as a potentially responsible party,
regardless of its level of involvement in creating the related disturbance. We may not be aware of such claims against
the Company until regulators provide notice thereof. Consequently, we may have material undisclosed environmental
responsibilities which could negatively affect our results of operations, cash flows and corporate reputation.
There may be challenges to our title to mineral properties.
There may be challenges to our title to our mineral properties. If there are title defects with respect to any of our
properties, we may be required to compensate other persons or perhaps reduce our interest in the affected property. Also,
in any such case, the investigation and resolution of title issues could divert Company resources from our core strategies.
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Our exploration and development activities, strategic transactions, or any acquisition activities may not be
commercially successful and fail to lead to gold production or fail to add value.
Substantial expenditures are required to acquire gold properties, to establish mineral reserves through drilling and
analysis, to develop metallurgical processes to extract metal from the ore and to develop the mining and processing
facilities and infrastructure at any site chosen for mining. We cannot be assured that any mineral reserves or mineral
resources acquired, established or discovered will be in sufficient quantities to justify commercial operations, or an
ability to execute a strategic transaction, or that the funds invested in them will ever be recovered.
Financial and Business Risks
A substantial or extended decline in gold prices would have a material adverse effect on the value of our assets, on
our ability to raise capital and could result in lower than estimated economic returns.
The value of our assets, our ability to raise capital and our future economic returns are substantially dependent on the
price of gold. The gold price fluctuates on a daily basis and is affected by numerous factors beyond our control. Factors
tending to influence gold prices include:
gold sales or leasing by governments and central banks or changes in their monetary policy, including gold
inventory management and reallocation of reserves;
speculative short or long positions on futures markets;
the relative strength of the U.S. dollar;
expectations of the future rate of inflation;
interest rates;
changes to economic activity in the United States, China, India and other industrialized or developing countries;
geopolitical conflicts;
changes in jewelry, investment or industrial demand;
changes in supply from production, disinvestment and scrap; and
forward sales by producers in hedging or similar transactions.
A substantial or extended decline in the gold price could:
negatively impact our ability to raise capital on favorable terms, or at all;
jeopardize the development of Mt Todd;
reduce our existing estimated mineral resources and reserves by removing material from these estimates that
could not be economically processed at the lower gold price;
reduce the potential for future revenues from gold projects in which we have an interest;
reduce funds available to operate our business; and
reduce the market value of our assets, including our investment in Midas Gold Shares.
Industry consolidation could result in the acquisition of a control position in the Company for less than fair value.
Consolidation within the industry is a growing trend. As a result of the broad range of market and industry factors
including the price of gold, we believe the current market value of our common stock does not reflect the fair value of
the Company’s assets. These conditions could result in the acquisition of a control position, or attempted acquisition of
a control position in the Company at what we believe to be less than fair value. This could result in substantial costs to
us and divert our management’s attention and resources. A completed acquisition could result in realized losses of
shareholder value.
16
We have a history of losses, and we do not expect to generate earnings from operations or pay dividends in the near
term.
We are an exploration stage enterprise. As such, we devote our efforts to exploration, analysis and, if warranted,
development of our projects. We do not currently produce gold and do not currently generate operating earnings from
gold production. We finance our business activities principally by issuing equity and/or debt, and selling non-core
assets.
We have incurred losses in all periods since 1998, except for the year ended December 31, 2011, during which we
recorded non-cash net gains, and the year ended December 31, 2015 during which we recorded gains related to research
and development (“R&D”) refunds. We expect to continue to incur losses. We have no history of paying cash dividends
and we do not expect to be able to pay cash dividends or to make any similar distribution in the foreseeable future.
We may be unable to raise additional capital on favorable terms, if at all.
Our exploration and, if warranted, development activities and the construction and start-up of any mining operation
require substantial amounts of capital. In order to develop Mt Todd, and/or to acquire attractive gold projects, we will
have to raise additional funds from the sale of non-core assets and / or external sources. There can be no assurance that
we will be successful in selling non-core assets or that additional financing will be available at all or on acceptable
terms. If we cannot raise sufficient additional financing, we may have to substantially reduce or cease operations.
Our business is subject to evolving corporate governance and public disclosure regulations that have increased both
our compliance costs and the risk of noncompliance.
We are subject to changing rules and regulations promulgated by a number of governmental and self-regulated
organizations, including the British Columbia Securities Commission, the SEC, the Toronto Stock Exchange (the
“TSX”), the NYSE American, and the Financial Accounting Standards Board. These rules and regulations continue to
evolve in scope and complexity and many new requirements have been created in response to laws enacted by the United
States Congress, making compliance increasingly more difficult and uncertain, which could have an adverse effect on
reputation and our stock price.
We face intense competition in the mining industry.
The mining industry is intensely competitive in all of its phases. Some of our competitors are much larger, established
mining companies with greater financial and technical resources than ours. We compete with other mining companies
for attractive mining claims, for capital, for equipment and supplies, for outside services and for qualified managerial
and technical employees. If we are unable to raise sufficient capital, we will be unable to execute exploration and
development programs or such programs may be reduced in scope. Competition for equipment and supplies could result
in shortage of necessary supplies and/or increased costs. Competition for outside services could result in increased costs,
reduced quality of service and/or delays in completing services. If we cannot successfully retain or attract qualified
employees, our ability to advance the development of Mt Todd, to attract necessary financing, to meet all of our
environmental and regulatory responsibilities, or to take opportunities to improve our business, could be negatively
affected. This could have a material adverse effect on our results of operations, cash flows, financial condition and
corporate reputation.
The occurrence of events for which we are not insured may affect our cash flow and overall profitability.
We maintain insurance policies that mitigate certain risks related to our operations. This insurance is maintained in
amounts that we believe to be reasonable based on the circumstances surrounding each identified risk. However, we may
elect not to have insurance for certain risks because of the high premiums associated with insuring those risks or for
various other reasons. In other cases, insurance may not be available for certain risks. We do not insure against political
risk. Occurrence of events for which we are not insured could result in significant losses that could materially adversely
affect our financial condition and our ability to fund our business.
17
Our share price may be volatile and your investment in our common shares could suffer a decline in value.
Broad market and industry factors may adversely affect the price of our common stock, regardless of our actual
operating performance. Factors that could cause fluctuation in the price of our common stock may include, among other
things:
changes in financial estimates by us or by any securities analysts who might cover our stock market
performance;
stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are
in the mining industry;
speculation about our business in the press or the investment community;
conditions or trends in our industry or the economy generally;
changes in the prices of gold;
announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures;
additions or departures of key personnel; and
sales of our common stock, including sales by our directors, officers or significant stockholders.
In the past, securities class action litigation has often been instituted against companies following periods of volatility in
their stock price. This type of litigation could result in substantial costs to us and divert our management’s attention and
resources.
Currency fluctuations may adversely affect our costs.
We have material property interests in Australia. Most costs in Australia are incurred in the local currency. The
appreciation of the Australian dollar, if any, against the U.S. dollar effectively increases our cost of doing business in
Australia. This could have the effect of increasing the amount of capital required to continue to explore and develop Mt
Todd, and/or reducing the pace at which it is developed.
Our Australian R&D grants are subject to review.
The Australian R&D tax incentive program, under which we have received certain grants related to qualifying R&D
programs and expenditures, is a self-assessment process, and as such, the Australian Government has the right to review
our qualifying programs and related expenditures for a period of four years. If such a review were to occur, and as a
result of the review and failure of a related appeal a qualified program and related expenditures were disqualified, the
respective R&D grant could be recalled with penalties and interest.
The Company is likely a “passive foreign investment company,” which will likely have adverse U.S. federal income
tax consequences for U.S. shareholders.
U.S. shareholders of our common shares should be aware that the Company believes it was classified as a PFIC during
the taxable year ended December 31, 2018, and based on current business plans and financial projections, management
believes there is a significant likelihood that the Company will be a PFIC during the current taxable year. If the
Company is a PFIC for any year during a U.S. shareholder’s holding period, then such U.S. shareholder generally will be
required to treat any gain realized upon a disposition of Common Shares, or any so-called “excess distribution” received
on their Common Shares, as ordinary income, and to pay an interest charge on a portion of such gain or distributions,
unless the shareholder makes a timely and effective “qualified electing fund” (“QEF Election”) or a “mark-to-market”
election with respect to the Common Shares. A U.S. shareholder who makes a QEF Election generally must report on a
current basis its share of the net capital gain and ordinary earnings for any year in which the Company is PFIC, whether
or not the Company distributes any amounts to its shareholders. U.S. shareholders should be aware that there can be no
assurance that the Company will satisfy record keeping requirements that apply to a QEF Election, or that the Company
will supply U.S. shareholders with information that such U.S. shareholders require to report under the QEF Election
rules, in event that the Company is a PFIC and a U.S. shareholder wishes to make a QEF Election. Thus, U.S.
shareholders may not be able to make a QEF Election with respect to their Common Shares. A U.S. shareholder who
18
makes the mark-to-market election generally must include as ordinary income each year the excess of the fair market
value of the Common Shares over the taxpayer’s basis therein. This paragraph is qualified in its entirety by the
discussion below in “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities - “Certain U.S. Federal Income Tax Considerations for U.S. Residents.” Each U.S. shareholder
should consult his or her own tax advisor regarding the U.S. federal, U.S. state and local, and foreign tax consequences
of the PFIC rules and the acquisition, ownership, and disposition of Common Shares.
Industry Risks
Calculations of mineral reserves and mineral resources are estimates only and subject to uncertainty.
The estimating of mineral reserves and mineral resources is an imprecise process and the accuracy of such estimates is a
function of the quantity and quality of available data, the assumptions used and judgments made in interpreting
engineering and geological information and estimating future capital and operating costs. There is significant uncertainty
in any reserve or resource estimate, and the economic results of mining an ore deposit may differ materially from the
estimates.
Feasibility studies are estimates only and subject to uncertainty.
Feasibility studies are used to determine the economic viability of an ore deposit, as are pre-feasibility studies and
preliminary economic assessments. Feasibility studies are the most detailed studies and reflect a higher level of
confidence in the estimated production rates, and capital and operating costs. Generally accepted levels of confidence are
plus or minus 15% for feasibility studies, plus or minus 25-30% for pre-feasibility studies and plus or minus 35-40% for
preliminary economic assessments. These thresholds reflect the levels of confidence that exist at the time the study is
completed. Subsequent changes to metal prices, foreign exchange rates (if applicable), reclamation requirements,
operating and capital costs may cause actual results of economic viability to differ materially from these estimates.
Mining companies are increasingly required to consider and provide benefits to the communities and countries in
which they operate, and are subject to extensive environmental, health and safety laws and regulations.
As a result of public concern about the real or perceived detrimental effects of economic globalization and global climate
impacts, businesses in general and the mining industry in particular, face increasing public scrutiny of their activities.
These businesses are under pressure to demonstrate that as they seek to generate satisfactory returns on investment to
shareholders, other stakeholders, including employees, governments, indigenous peoples, communities surrounding
operations and the countries in which they operate, benefit and will continue to benefit from their commercial activities.
The potential consequences of these pressures include reputational damage, legal suits, increased costs, increased social
investment obligations, difficulty in acquiring permits, and increased taxes and royalties payable to governments and
communities.
Mining exploration, development and operating activities are inherently hazardous.
Mineral exploration involves many risks that even a combination of experience, knowledge and careful evaluation may
not be able to overcome. Operations in which we have direct or indirect interests will be subject to all the hazards and
risks normally incidental to exploration, development and production of gold and other metals, any of which could result
in work stoppages, damage to property, physical harm and possible environmental damage. The nature of these risks is
such that liabilities might exceed any liability insurance policy limits. It is also possible that the liabilities and hazards
might not be insurable, or, we could elect not to be insured against such liabilities due to high premium costs or other
reasons, in which event, we could incur significant costs that could have a material adverse effect on our financial
condition.
Regulations and pending legislation involving climate change could result in increased operating costs.
Gold production is energy intensive, resulting in a significant carbon footprint. A number of governments and/or
governmental bodies have introduced or are contemplating regulatory changes in response to various climate change
19
interest groups and the potential impact of climate change. This type of legislation and possible future legislation and
increased regulation regarding climate change could impose significant costs related to increased energy requirements,
capital equipment, environmental monitoring and reporting and other costs to comply with such regulations.
Pending initiatives involving taxation could result in increased tax and operating costs.
There is growing attention from the media and the public on perceived international tax avoidance techniques which
could result in escalating rates of poverty, inequality and unemployment in host countries. Initiatives like the Base
Erosion and Profit Shifting project being led by the Organization for Economic Cooperation and Development aim to
reform the system of international taxation to minimize international tax avoidance techniques. This initiative and
possible future initiatives could result in increased tax expense and related compliance costs for future international
mining operations.
Newly adopted rules regarding mining property disclosure by companies reporting with the SEC may result in
increased operating and legal costs.
On October 31, 2018, the SEC adopted new rules to modernize mining property disclosure in reports filed with the SEC
in order to harmonize SEC disclosure requirements with international standards. These rules are not effective until the
Company’s first full fiscal year beginning on or after January 1, 2021. The Company currently reports mineral resources
and reserves in compliance with NI 43-101. Because the Company files its reports with the SEC on U.S. domestic forms,
under the new rules, the Company will be required to comply with the new SEC mining property disclosure
requirements and not make disclosure in accordance with NI 43-101. It is not clear at this time if the Company will be
required to prepare separate technical reports under the two reporting regimes or may rely on one technical report
perpared in accordance with both reporting standards. Further, while the Company currently ulitized its reports as filed
with the SEC in meeting its reporting obligations in Canada, if its future reports have mining property disclosure that is
not NI 43-101 compliant, the Company may have to prepare separate reports or a supplemental NI 43-101 mining
propery report. All these changes to the Company’s reporting requirements could result in increased compliance costs.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
The following scientific and technical disclosures about Mt Todd have been reviewed and approved by Mr. John W.
Rozelle, Senior Vice President of Vista. Mr. Rozelle is a qualified person as defined by NI 43-101.
All dollar amounts in ITEM 2. are in U.S. dollars, unless otherwise indicated
Cautionary Note to Investors: This section and other sections of this annual report on Form 10-K contain the terms
“measured mineral resources,” “indicated mineral resources,” “inferred mineral resources,” “proven mineral reserves,”
and “probable mineral reserves” as defined in accordance with NI 43-101. Please note the following regarding
these terms:
“Measured mineral resources” and “indicated mineral resources” – We advise investors that although
these terms are recognized and required by Canadian regulations, these terms are not defined in SEC Industry
Guide 7 and the SEC does not normally permit such terms to be used in reports and registration statements filed
with the SEC. Investors are cautioned not to assume that any part or all of the mineral deposits in these
categories will ever be converted into reserves.
“Inferred mineral resources” – We advise investors that although this term is recognized by Canadian
regulations, the SEC does not recognize it. “Inferred mineral resources” have a great amount of uncertainty as
to their existence, and great uncertainty as to their economic, technical and legal feasibility. It cannot be
assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under
20
Canadian rules, estimates of inferred mineral resources may not form the basis of a feasibility study or pre-
feasibility study, except in rare cases. The SEC normally only permits an issuer to report mineralization that
does not constitute “reserves” as in-place tonnage and grade without reference to unit measures. Investors are
cautioned not to assume that any part or all of an inferred mineral resource exists or is economically or legally
minable.
“Proven mineral reserves” and “probable mineral reserves” – The definitions of proven and probable
mineral reserves used in NI 43-101 differ from the definitions for “proven reserves” and “probable reserves” as
found in SEC Industry Guide 7. Accordingly, our disclosures of mineral reserves herein may not be comparable
to information from U.S. companies subject to reporting and disclosure requirements of the SEC.
Cautionary Note To All Investors Concerning Economic Assessments That Include Mineral Resources: Mineral
resources that are not mineral reserves have no demonstrated economic viability.
Units of measurement reported by the qualified person in compiling reports on a project vary by country, imperial units
for properties in the U.S. and metric units for properties outside the U.S. We use the units of measurement as reported by
the qualified persons in their respective reports, regardless of property location, in order to correspond to those units as
reported by the qualified persons.
Mt Todd Gold Project, Northern Territory, Australia
Current Technical Report
The PFS for Mt Todd pursuant to NI 43-101 was filed on SEDAR on March 2, 2018 and is entitled “NI 43-101
Technical Report - Mt Todd Gold Project - 50,000 tpd Preliminary Feasibility Study – Northern Territory, Australia”
with an effective date of January 24, 2018 and an issue date of March 2, 2018 prepared by Rex Clair Bryan, Ph.D.,
Anthony Clark, P.E., Thomas L. Dyer, P.E., Amy L. Hudson, Ph.D., CPG, REM, Chris Johns, M.Sc., P.Eng., Benjamin
S. Johnson, P.E., Deepak Malhotra, Ph.D., Zvon Ponos, BE, MIEAust, CPeng, NER, Guy Roemer, P.E., Vicki J.
Scharnhorst, P.E., LEED AP, D. Erik Spiller, QP, Jessica I. Spriet, P.E., Keith Thompson, CPG, PG, each of whom is a
qualified person under NI 43-101.
The following description of Mt Todd has been sourced, in part, from the PFS and readers should consult the PFS to
obtain further particulars regarding Mt Todd. The PFS is available for review under our profile at www.sedar.com.
Certain capitalized terms in this section not otherwise defined have the meanings ascribed to them in the PFS.
Pre-Feasibility Study Results: Base Case and Alternate Case
The PFS evaluates two development scenarios: a 50,000 tpd project that develops more of the Mt Todd resource and
generates a larger Net Present Value (“NPV”) (the “Base Case”); and a smaller and higher-grade 33,000 tpd project (the
“Alternate Case”).
The Base Case (50,000 tpd) includes:
Estimated proven and probable reserves of 5.848 Moz of gold (221 Mt at 0.82 g-Au/t) at a cut-off grade of
0.40 g-Au/t(1);
Average annual production of 381,211 ounces of gold over the mine life, including average annual
production of 479,450 ounces of gold per year during the first five years of operations;
Life of Mine (“LoM”) average cash costs of $645 per ounce, including average cash costs of $571 per
ounce during the first five years of operations;
A 13 year operating life;
After-tax NPV5% of $679 million and internal rate of return (IRR) of 20.5% at $1,300 per ounce gold price
and a USD:AUD exchange rate of 0.80, and
21
Initial capital requirements of $839 million.
The Alternate Case (33,000 tpd) includes:
Estimated proven and probable reserves of 3.557 Moz of gold (128 Mt at 0.86 g-Au/t) at a cut-off grade of
0.40 g-Au/t(1);
Average annual production of 273,000 ounces of gold over the mine life, including average annual
production of 301,778 ounces of gold per year during the first five years of operations;
LoM average cash costs of $593 per ounce, including average cash costs of $581 per ounce during the first
five years of operations;
An 11 year operating life;
After-tax NPV5% of $418 million and IRR of 17.8% at $1,300 per ounce gold price and USD:AUD
exchange rate of $0.80, and
Initial capital requirements of $641 million.
(1) Cautionary note to investors: Proven and probable reserves are estimated in accordance with NI 43-101 and do not constitute
SEC Industry Guide 7 compliant reserves. See the section heading “Cautionary Note to Investors Regarding Estimates of
Measured, Indicated and Inferred Resources and Proven and Probable Reserves” above.
Base Case Presented in PFS
Highlights of the PFS Base Case are presented in the table below:
@ $1,300/oz Au
Average Milled Grade (g Au/t)
Payable Gold Annual Average (000's ozs)
Payable Gold Total (000's ozs)
Gold Recovery
Cash Costs ($/oz)
Strip Ratio (waste:ore)
Initial Capital ($ millions)
Pre-tax NPV 5% ($ millions)
After-tax NPV 5% ($ millions)
IRR (Pre-tax/After-tax)
After-tax Payback (Production Years)
Years 1-5
0.98
479
2,397
86.4 %
$ 571
2.8
Life of Mine (13 years)
$
0.82
381
4,956
85.8 %
645
2.5
839
$
1,178
$
$
679
27.3 / 20.5 %
3.2
Note: Economics presented using $1,300/oz gold and a flat $0.80 USD : $1.00 AUD exchange rate and assumes deferral of certain
Northern Territory tax obligations as well as realization of equipment salvage values at the end of the mine life..
The following table provides additional details of the Mt Todd’s Base Case economics at variable gold price and
Australian dollar assumptions:
After-Tax NPV 5%, in Millions
ForEx USD/AUD
$0.70
$0.75
$0.80
$0.85
$0.90
Gold Price per Ounce
$1,400
$1,100 $1,200 $1,300
$1,500
$ 439 $ 632 $ 825 $ 1,016 $ 1,208
944 $ 1,136
$ 366 $ 559 $ 752 $
872 $ 1,063
$ 292 $ 486 $ 679 $
799 $ 991
$ 222 $ 412 $ 606 $
726 $ 918
$ 150 $ 339 $ 532 $
22
Base Case key capital expenditures for initial and sustaining capital requirements are identified in the following table:
Capital Expenditures ($ Millions, except per ounce amount)
Initial
Capital
Mining
Process Plant
Project Services
Project Infrastructure
Site Establishment & Early Works
Management, Engineering, EPCM Services
Preproduction Costs
Contingency
Sub-Total
Asset Sale and Salvage
Total Capital
Total Capital per payable ounce of gold
$
$
$
$
144 $
341
118
23
20
86
11
96
Sustaining
Capital
385
23
83
—
—
—
—
3
494
(142)
352
71
839 $
—
839 $
169 $
Note: Amounts may not add due to rounding. Asset sale and salvage value assumptions include end of life re-sale values for mining
and processing equipment; and recycle value for steel and pipe from the process plant and other facilities. We assume the power
plant will be sold as a going concern.
The Base Case project includes a 70MW gas-fired power plant in the initial capital. The project consumes all power
generated during the operating life. Self-generated power creates significant savings in operating costs compared to grid-
sourced power. During the four years of reclamation and closure, the PFS assumes we will continue to generate power
and sell that power into the NT electrical grid, for which there is a known market; and indicative purchase rates have
been provided by the government-owned utility.
The following table presents a breakdown of Base Case operating costs.
Operating Cost
First 5 Years
Life of Mine Cost
Mining
Processing
Site General and Administrative
Jawoyn Royalty
Water Treatment
Tailings Management
Refining Costs
Power Credit
Total Cash Costs
Per tonne
processed Per ounce
$ 7.06
6.66
1.18
0.35
0.07
0.08
0.09
Per tonne
processed Per ounce
$ 270.97
299.50
54.40
13.00
3.58
3.51
3.11
(2.67)
$ 645.33
$ 260.23 $ 6.08
6.72
245.30
1.22
43.43
0.29
13.00
0.09
2.74
0.08
2.91
0.07
3.13
— (0.06)
$ 570.68 $ 14.48
$ 15.49
—
Note: Jawoyn Royalty and Refining Costs calculated at $1,300 per ounce of gold. Amounts may not add due to rounding.
The 50,000 tpd Base Case mine plan contains 207.7 million tonnes of material mined from the Batman open pit plus
13.4 million tonnes of material from the existing heap leach pad that is processed through the mill at the end of the mine
life. Together, 221.0 million tonnes of material containing 5.848 million ounces of gold at an average grade of 0.82 g
Au/t are processed over the 13-year operating life. Total gold recovered is expected to be 4.956 million
ounces. Average annual gold production over the life of mine is 381,211 ounces, averaging 479,450 ounces during the
first five years of operations, with 582,032 ounces produced in the first year of operations. Commercial production
would begin following approximately two years of construction and commissioning.
23
The following table highlights the Base Case production schedule:
Milled Contained Mill
Ore Mined Waste
Years
(1)
1
2
3
4
5
6
7
8
9
10
11
12
13
Total
(kt)
10,437
13,174
23,679
20,112
34,149
10,843
6,427
10,429
14,965
22,633
37,943
2,895
—
—
207,687
mined (kt)
16,850
27,284
32,692
74,220
54,933
98,928
71,318
53,987
43,800
33,942
14,990
47
—
—
522,990
(kt)
Au/t
(W:O)
1.61
2.07
1.38
3.69
1.61
9.12
11.10
5.18
2.93
1.50
0.40
0.02
Strip Ratio Milled Ore Grade (g Ounces
(kozs)
—
682
473
543
570
542
317
317
349
448
709
481
278
137
5,848
—
17,750
17,750
17,799
17,750
17,750
17,750
17,799
17,750
17,750
17,750
17,799
— 17,750
7,895
—
221,041
2.52
—
1.19
0.83
0.95
1.00
0.95
0.56
0.55
0.61
0.78
1.24
0.84
0.49
0.54
0.82
Production
(kozs)
—
582
404
463
487
462
270
270
298
382
605
411
224
98
4,956
Note: Amounts may not add due to rounding. Total milled ore includes material from the heap leach pad that is processed at the end
of the mine life.
Alternative Case Presented in PFS
The key differences between the Alternate Case and the Base Case include:
a 33,000 tpd processing facility as compared to a 50,000 tpd facility with associated lower mining rates and
a smaller mining fleet;
pit design based on a pit shell calculated at $800/oz-Au ($1,000/ozAu in the 50,000 tpd project); the same
cut-off grade of 0.40 g-Au/t was used; and
A shorter operating life for the 33,000 tpd Alternate Case.
Highlights of the PFS Alternate Case are presented in the table below:
@ $1,300/oz Au
Average Milled Grade (g Au/t)
Payable Gold Annual Average (000's ozs)
Payable Gold Total (000's ozs)
Gold Recovery
Cash Costs ($/oz)
Strip Ratio (waste:ore)
Initial Capital ($ millions)
Pre-tax NPV 5% ($ millions)
After-tax NPV 5% ($ millions)
IRR (Pre-tax/After-tax)
After-tax Payback (Production Years)
Years 1-5
0.95
302
1,509
$
86.4 %
581
1.7
$
Life of Mine (11 years)
0.90
273
3,003
85.5 %
593
1.7
642
722
418
23.4 / 17.8 %
3.6
$
$
$
Note: Economics presented using $1,300/oz gold and a flat $0.80 USD : $1.00 AUD exchange rate and assumes deferral of certain
Northern Territory tax obligations as well as realization of equipment salvage values at the end of the mine life.
24
The following table provides additional details of the Alternative Case economics at variable gold price and Australian
dollar assumptions:
After-Tax NPV 5%, in Millions
ForEx USD/AUD
$0.70
$0.75
$0.80
$0.85
$0.90
$1,100 $1,200 $1,300 $1,400 $1,500
$ 752
$ 513
$ 274
$ 704
$ 465
$ 226
$ 657
$ 418
$ 178
$ 609
$ 370
$ 132
$ 561
$ 322
$ 81
$ 633
$ 585
$ 537
$ 490
$ 442
$ 394
$ 346
$ 298
$ 250
$ 202
Alternate Case key capital expenditures for initial and sustaining capital requirement are identified in the table below:
Capital Expenditures ($ Millions)
Mining
Process Plant
Project Services
Project Infrastructure
Site Establishment & Early Works
Mangament, Engineering, EPCM Services
Preproduction costs
Sub-Total
Asset Sale and Salvage
Total Capital
Total Capital per payable ounce of gold
$
77 $
Initial
Capital
Sustaining
Capital
264
13
48
—
—
—
—
325
(96)
229
73
322
104
26
21
82
10
642
—
$ 642 $
$ 263 $
Note: Amounts may not add due to rounding. Asset sale and salvage value assumptions include end of life re-sale values for mining
and processing equipment; and recycle value for steel and pipe from the process plant and other facilities. We assume the power
plant will be sold as a going concern.
The Alternate Case project includes a 50MW gas-fired power plant in initial capital. The project consumes all power
generated during the operating life. During the four years of reclamation and closure, Vista intends to generate and sell
power into the NT electrical grid, for which there is a known market; and indicative purchase rates have been provided
by the government-owned utility.
The following table presents a breakdown of Alternate Case operating costs.
Operating Cost
First 5 Years
Life of Mine Cost
Mining
Processing
Site General and Administrative
Jawoyn Royalty
Water Treatment
Tailings Management
Refining Costs
Power Credit
Total Cash Costs
Per tonne
processed Per ounce
$ 5.49
7.20
1.78
0.33
0.11
0.08
0.08
—
$ 15.07
Per tonne
processed Per ounce
$ 187.57
308.14
76.68
13.00
5.20
3.90
3.24
(4.35)
$ 593.38
$ 211.74 $ 4.40
7.23
277.58
1.80
68.47
0.30
13.00
0.12
4.35
0.09
3.20
0.08
3.22
— (0.10)
$ 581.42 $ 13.93
Note: Jawoyn Royalty and Refining Costs calculated at $1,300 per ounce of gold. Amounts may not add due to rounding.
The 33,000 tpd Alternate Case mine plan contains 114.7 million tonnes of material mined from the Batman open pit plus
13.4 million tonnes of material from the existing heap leach pad that is processed through the mill at the end of the mine
25
life. Together, 128.0 million tonnes of material containing 3.557 million ounces of gold at an average grade of 0.86 g
Au/t are processed over the 11 year operating life. Total gold recovered is expected to be 3.003 million ounces.
Average annual gold production over the life of mine is 273,000 ounces, averaging 301,778 ounces during the first five
years of operations, with 360,501 ounces produced in the first year of operations. Commercial production would begin
following two years of construction and commissioning.
The table below highlights the Alternate Case production schedule:
Contained Mill
Years
(1)
1
2
3
4
5
6
7
8
9
10
11
Total
Ore Mined Waste
(kt)
2,105
14,047
8,239
15,714
20,323
4,660
5,981
12,234
18,977
12,389
3,964
mined (kt)
8,484
10,997
28,696
25,094
24,118
35,880
27,234
20,350
10,953
1,510
49
—
114,669 193,316
—
Strip Ratio Milled Ore Milled Grade Ounces
(kozs)
(g Au/t)
(W:O)
(kt)
4.03
0.78
3.48
1.60
1.19
7.70
4.55
1.66
0.58
0.12
—
—
—
11,747
11,715
11,715
11,715
11,747
11,715
11,715
11,715
11,747
11,715
10,798
1.69 128,044
—
1.12
0.94
0.77
1.19
0.67
0.54
0.80
1.13
1.24
0.41
0.54
0.86
Production
(kozs)
—
361
304
248
382
215
174
259
363
399
165
134
3,004
—
423
356
291
447
253
204
304
425
467
200
187
3,557
Note: Amounts may not add due to rounding. Total milled ore includes material from the heap leach pad that is processed at the end
of the mine life.
Property Description, Location and Access
In 2006, through an agreement with the Deed Administrators for Pegasus Gold Australia Pty. Ltd. (“Pegasus”), the NT
Government and the Jawoyn Association Aboriginal Corporation (“JAAC”), we acquired the concession rights and
access to Mt Todd. Also in 2006, through an agreement with the NT Government, we established the rights and
obligations of both parties with respect to Mt Todd site care and maintenance and potential future development. In 2017,
the latter agreement was extended through the end of 2023.
Mt Todd was an operating mine in the mid-1990s, but the project had been closed due to bankruptcy and was held by
these organizations. The failure of the project was primarily a result of inefficiencies in the comminution circuit, poor
gold recoveries and low gold prices. We hold Mt Todd through our wholly-owned subsidiary Vista Gold Australia Pty.
Ltd. (“Vista Gold Australia”).
Mt Todd is located 56 kilometers by road northwest of Katherine, NT, Australia, and approximately 290 kilometers by
road southeast of Darwin. Access is by existing paved public roads and approximately four kilometers of paved private
road. We control and maintain the private paved road.
in
the Batman deposit at
in sheeted veins within silicified
Gold mineralization
greywackes/shales/siltstones. The Batman deposit strikes north-northeast and dips steeply to the east. Higher grade
zones of the deposit plunge to the south. The core zone is approximately 200-250 meters wide and 1.5 kilometers long,
with several hanging wall structures providing additional width to the orebody. Mineralization is open at depth as well
as along strike, although the intensity of mineralization weakens to the north and south along strike.
the project occurs
The Mt Todd Base Case is designed to be a conventional, large open-pit mining operation that will utilize large-scale
mining equipment in a drill/blast/load/haul operation. Ore is planned to be processed in a large comminution circuit
consisting of a gyratory crusher, cone crushers, high pressure grinding roll (“HPGR”) crushers, followed by X-ray
26
transmission (“XRT”) and laser sorting, and primary ball mills, followed by ISAMills, as discussed in greater detail
below. Vista plans to recover gold in a conventional carbon-in-pulp (“CIP”) recovery circuit.
The Mt Todd site was not reclaimed when the mine closed in the late 1990s. Liability for the reclamation of the
environmental conditions existing prior to Vista’s involvement with the project remains the responsibility of the NT
Government until 30 days after we have provided notice to the NT Government that we intend to take over and assume
the management operation and rehabilitation of Mt Todd. Vista will not give such notice until a production decision has
been made, the project is fully permitted to construct the mine, and the necessary financing for project construction has
been arranged.
The area has a sub-tropical climate with a distinct wet season and dry season. The area receives most of its rainfall
between the months of January and March. Temperatures are moderate, allowing for year-round mining operations.
Topography is relatively flat. The tenements encompass a variety of habitats forming part of the northern Savannah
woodland region, which is characterized by eucalypt woodland with tropical grass understories. Surface elevations are
approximately 130 to 160 meters above sea level in the area of the previous and planned plant site and waste dump.
Total land holdings controlled by Vista Gold Australia are approximately 160,000 hectares. A map showing the location
of the mineral licenses (“MLs”) and exploration licenses (“ELs”) and a table with a list of MLs and ELs and the holding
requirements are set out below. All of the estimated mineral resources are located within the boundaries of the MLs and
substantially all of the estimated mineral resources at Mt Todd are located in the Batman deposit.
The Batman and Quigleys deposits are located within the MLs. Should a deposit be discovered on the ELs, the portion of
the related EL would have to be converted to an ML before mining operations could start.
The significant risks that could affect access or title, our right to perform work, including permitting and environmental
liabilities are included above in Item 1A. Risk Factors.
27
28
Mt Todd Land Holdings of Vista Gold Australia
Estimated Holding
Requirements
Surface
Area
(Hectares)
Location
Description Location Date/
(UTM)
Mining
Grant Date Renewal Date
3,982
License Block March 5, 1993 March 4, 2043
1,327
centered at
March 5, 1993 March 4, 2043
80 approximately March 5, 1993 March 4, 2043
September 3,
2042
September 4,
2017
188555E,
435665N
155
5,544
Surface
Area
(Km2)
198
556
595
187
1,536
Location
Description Location Date/
Grant Date Renewal Date
(UTM)
Centered at
approximately
806729E,
8429210N
Centered at
approximately
189100E,
84520000N
Centered at
approximately
200300E,
8452000N
Centered at
approximately
176100E,
8428700N
May 3, 2011
May 2, 2019
September 16,
2013
September 15,
2019
September 16,
2013
September 15,
2019
May 3, 2016
May 2, 2022
Annual Rent & Annual Work
Annual
Admin Fees
(thousands
of A$)
Requirement Expenditure/
Technical
Reports Due
(thousands
of A$)
80
(due March 4)
27
(due March 4)
2
(due March 4)
3
(due September 4)
112
N/A
N/A
N/A
N/A
-
May 4
May 4
May 4
May 4
Estimated Holding
Requirements
Annual Rent & Annual Work
Annual
Admin Fees
(thousands
of A$)
Requirement Expenditure/
Technical
Reports Due
(thousands
of A$)
12
(due May 2)
36
(due September
16)
41
(due September
16)
3
(due May 2)
92
204
145
25
May 14
130
May 14
77
May 14
May 14
25
257
257
182
Mineral Licenses
MLN 1070
MLN 1071
MLN 1127
MLN 31525
Subtotals
Exploration Licenses
EL 28321
EL29882
EL29886
EL30898
Subtotals
Totals A$
Totals US$ (exchange rate of A$1.00 = $0.71 on December 31, 2018
The surface land in the area of the contiguous MLs and ELs (excluding EL 28321) is freehold land owned by the JAAC.
Because the JAAC have title to the land, such land is not part of the lands classified by the government as indigenous
lands, and as a result such lands are not subject to an Indigenous Land Use Agreement. Vista has a private agreement
with the JAAC for access to the land.
Under the terms of our agreement with the JAAC, we must offer the JAAC the opportunity to establish a joint venture
with Vista holding 90% and the JAAC holding a 10% participating interest in Mt Todd. In addition, the JAAC will be
entitled to cash payments, or payment in kind, equal to 1% of the value of the annual gold production from the current
MLs, and a 1% net smelter return royalty (“NSR”) on other metals, subject to a minimum payment of A$50 per year.
We are required annually to submit an MMP that details work to be done on the property. We have received approval
for all work done on the project to date and obtained approval for the EIS. Further permitting will be required before
mine development can start. The related permitting processes are relatively straight-forward and are not expected to
impede to a material extent our exploration and future development plans. Any future mining will require an approved
closure plan and sufficient surety bonding to fund that closure.
29
Following the bankruptcy of the previous operator, most of the processing equipment and facilities were removed from
the site; but some basic infrastructure which may be of use in a future operation is still in place, including a fully
functioning tailings impoundment facility that has capacity to store additional mill tailings and a fresh water storage
reservoir. In addition, a medium voltage power line supplies the site with electrical power, and a natural gas pipeline,
used for power generation by the former operators, is still in place. Mt Todd is located sufficiently close to the city of
Katherine and the town of Pine Creek to allow for an easy commute for workers.
Because the Mt Todd site was not reclaimed when the mine closed, the dumps and heap leach pad require ongoing care
and maintenance, which we provide. Precipitation on the waste dumps, low-grade ore stockpiles and scats have resulted
in acid rock drainage which is managed through collection in retention ponds, storage, pH adjustment followed by the
controlled release of treated water into the Edith River, in accordance with the Waste Discharge License (“WDL”).
History
The Batman gold prospect is located in the Pine Creek Geosyncline goldfield that was worked from early in the 20th
century. Gold and tin were discovered in the Mt Todd area in 1889. Most deposits were worked in the period from 1902
to 1914. A total of 7.80 tonnes of tin concentrate was obtained from cassiterite-bearing quartz-kaolin lodes at the Morris
and Shamrock mines. The Jones Brothers reef was the most extensively mined gold-bearing quartz vein, with a recorded
production of 28.45 kg Au. This reef consists of a steeply dipping ferruginous quartz lode within tightly folded
greywackes.
The Yinberrie Wolfram field, discovered in 1913, is located 5 kilometers west of Mt Todd. Tungsten, molybdenum and
bismuth mineralization was discovered in greisenized aplite dykes and quartz veins in a small stock of the Cullen
Batholith. Recorded production from numerous shallow shafts is 163 tonnes of tungsten, 130 kg of molybdenite and a
small quantity of bismuth.
Exploration for uranium began in the 1950s. Small uranium prospects were discovered in sheared or greisenized
portions of the Cullen Batholith in the vicinity of the Edith River.
Australian Ores and Minerals Limited (“AOM”) in a joint venture with Wandaroo Mining Corporation and Esso
Standard Oil took out a number of mining leases in the Mt Todd area during 1975. Initial exploration consisted of
stream sediment sampling, rock chip sampling, and geological reconnaissance for a variety of commodities. A number
of geochemical anomalies were found primarily in the vicinity of old workings. Follow-up work concentrated on alluvial
tin and, later, auriferous reefs. Backhoe trenching, costeaning, and ground follow-up were the favored mode of
exploration. Two diamond drillholes were drilled at Quigleys. Despite determining that the gold potential of the reefs in
the area was promising, AOM ceased work around Mt Todd.
The Arafura Mining Corporation, CRA Exploration, and Marriaz Pty Ltd all explored the Mt Todd area at different
times between 1975 and 1983. In late 1981, CRA Exploration conducted grid surveys, geological mapping and a 14
diamond drillhole program, with an aggregate meterage of 676.5 m, to test the gold content of Quigleys Reef over a
strike length of 800 meters. Following this program CRA Exploration did not proceed with further exploration.
During late 1986, Pacific Gold Mines NL (“Pacific”) undertook exploration in the area which resulted in small-scale
open cut mining on the Quigleys and Golf reefs, and limited test mining at the Alpha, Bravo, Charlie and Delta pits. Ore
was transported to a CIP plant owned by Pacific at Moline. This continued until December 1987. Pacific ceased
operations in the area in February 1988. having produced approximately 86,000 tonnes grading 4 g-Au/t (historic
reported production, not NI 43-101 compliant). Subsequent negotiations between the Mt Todd Joint Venture partners
Shell Company of Australia (“Billiton”), Zapopan NL (“Zapopan”) and Pacific resulted in the acquisition of this ground
and incorporation into the joint venture.
Billiton, who was the managing partner in an exploration program in the joint venture with Zapopan, discovered the Mt
Todd mineralization, or more specifically the Batman deposit, in May 1988. In 1992, Pegasus Gold Australia Pty. Ltd.
30
(“Pegasus”) acquired a share holding in Zapopan, following which Zapopoan acquired Billiton’s interest. Pegasus
progressively increased their shareholding until they acquired full ownership of Zapopan in July 1995.
Feasibility studies (not NI 43-101 compliant) for Phase I, a heap leach operation which focused predominately on the
oxide portion of the deposit, commenced during 1992 culminating in an engineering, procurement, construction
management (“EPCM”) award to Minproc in November of that year. The Phase I project was predicated upon a 4
million tonne per year (“Mtpy”) heap leach plant, which came on stream in late 1993. The treatment rate was
subsequently expanded to a rate of 6 Mtpy on in late 1994.
Historic production is shown in the table below:
Category
Historic
Production
Actual
Tonnes Leached (million)
Head Grade (g-Au/t)
Recovery (%)
13.2
0.96
53.8
Gold Recovered (oz)
220,755
Cost/t (AUD)
Cost/oz (AUD)
8.33
500
NOTE: All tonnages and grades are historic production
numbers that pre-date Vista’s ownership. The QPs and issuer
consider historic estimates to be relevant but not current.
Phase II involved expanding to 8 Mtpy and treatment through a flotation and carbon-in-leach (“CIL”) circuit. The
feasibility study was conducted by a joint venture between Bateman Kinhill and Kilborne (“BKK”) and was completed
in June 1995.
The Pegasus board approved the project on August 17, 1995, and awarded an EPCM contract to BKK in October 1995.
Commissioning commenced in November 1996. Final capital costs to complete the project were AUD232 million
(USD181 million).
Design capacity was never achieved due to inadequacies in the 3rd and 4th stages of the crushing circuit. A throughput
rate of just under 7 Mtpy was achieved by mid-1997; however, problems with the flotation circuit which resulted in
reduced recoveries necessitated closure of this circuit. Subsequently, high reagent consumption, as a result of cyanide
soluble copper minerals, further hindered efforts to reach design production. Operating costs were above those predicted
in the feasibility study. The spot price of gold deteriorated from above USD400 in early 1996 to below USD300 per
ounce at the end of 1997. Underperformance of the project and higher operating costs led to the mine being closed and
placed on care and maintenance on November 14, 1997.
In February 1999, General Gold Resources Pty. Ltd. (“General Gold”) agreed to form a joint venture with Multiplex
Resources Pty Ltd (“Multiplex”) and Pegasus to own, operate, and explore the mine. Initial equity participation in the
joint venture was General Gold 2% , Multiplex 93%, and Pegasus 5%. The joint venture appointed General Gold as
mine operator, which contributed the operating plan in exchange for a 50% share of the net cash flow generated by the
project, after allowing for acquisition costs and environmental sinking fund contributions. General Gold operated the
mine from March 1999 to July 2000. Operations ceased in July 2000, and Pegasus, through the Deed Administrators,
regained possession of various parts of the mine assets in order to recoup the balance of purchase price owed to it. Most
of the equipment was sold in June 2001 and removed from the mine.
31
In March 2006, Vista acquired the concession rights from the Deed Administrators, surface rights from the JAAC and
entered in to a contract with the Government of the Northern Territory of Australia
Geological Setting, Mineralization, and Deposit Type
Mt Todd is situated within the southeastern portion of the Early Proterozoic Pine Creek Geosyncline. Meta-sediments,
granitoids, basic intrusives, acidic and intermediate volcanic rocks occur within this geological province. Within the Mt
Todd region, the oldest outcropping rocks are assigned to the Burrell Creek Formation. These rocks consist primarily of
interbedded greywackes, siltstones, and shales of turbidite affinity, which are interspersed with the minor volcanics. The
Burrell Creek Formation is overlain by interbedded greywackes, mudstones, tuffs, minor conglomerates, mafic to
intermediate volcanics and banded ironstone of the Tollis Formation. The Burrell Creek Formation and Tollis Formation
comprise the Finniss River Group. The Finniss River Group strata have been folded about northerly trending F1 fold
axes. The folds are closed to open style and have moderate westerly dipping axial planes with some sections being
overturned. A later north-south compression event resulted in east-west trending open style upright D2 folds. The
Finniss River Group has been regionally metamorphosed to lower green schist facies. Late and Post Orogenic granite
intrusions of the Cullen Batholith occurred from 1,789 Ma to 1,730 Ma, and brought about local contact metamorphism
to hornblende hornfels facies.
The Batman pit geology consists of a sequence of hornfelsed interbedded greywackes and shales with minor thin beds of
felsic tuff. Bedding consistently strikes at 325 degrees, dipping 40 degrees to 60 degrees to the southwest. Northerly
trending sheeted quartz sulfide veins and joints striking at 0 degrees to 20 degrees and dipping 60 degrees to the east are
the major controls for mineralization in the Batman pit. The veins are 1 to 100 millimeters in thickness with an average
thickness of around 8 to 10 millimeters and occur in sheets with up to 20 veins per horizontal meter. These sheeted veins
are the main source of gold mineralization in the Batman pit. In general, the Batman pit extends 1,600 meters in length
by 1,100 meters in width and has been drill tested to a depth of 800 meters down-dip. The deposit is open along strike
and at depth.
The mineralization within the Batman pit is directly related to the intensity of the north-south trending quartz sulfide
veining. The lithological units impact on the orientation and intensity of mineralization. Sulfide minerals associated
with the gold mineralization are pyrite, pyrrhotite and lesser amounts of chalcopyrite, bismuthinite and arsenopyrite.
Galena and sphalerite are also present, but appear to be post-gold mineralization, and are related to calcite veining in the
bedding plains and the east-west trending faults and joints. Two main styles of mineralization have been identified in
the Batman pit. These are the north-south trending vein mineralization and bedding parallel mineralization.
Based on our review of the historic project files, we believe that approximately 21.4 million tonnes grading 1.05
grams gold per tonne and containing 723,795 ounces of gold were extracted between 1993 and the termination of mining
in 2000. Processing was by a combination of heap leach production from oxide ore and cyanidation of sulfide ore. The
remaining mineralization consists of sulfide mineralization lying below and along strike of the existing open pit, and in
hanging wall structures parallel to the main zone in the existing open pit.
Exploration Licenses
Since acquiring the Mt Todd ELs, Vista has conducted an ongoing exploration program that includes prospecting,
geologic mapping, rock and soil sampling, geophysical surveys and exploration drilling. Equipment and personnel were
mobilized from the site or from an exploration base camp established in the central part of the ELs. The work was
conducted by geologists and field technicians.
The exploration effort initially focused on follow up work on targets developed by Pegasus during their tenure on the
property. These included the RKD target, Tablelands, and Silver Spray. During a review of Pegasus’ airborne
geophysical survey data, five distinct magnetic highs were observed located within sedimentary rocks that should have a
low magnetic signature. These features are remarkably similar to those at Batman, which, as a result of the included
pyrrhotite, exhibits a strong magnetic high. The geophysical targets were prioritized following review of historic work
in the area and site visits. To date, two of the geophysical targets, Golden Eye and Snowdrop, have been drilled and a
third, Black Hill, has been covered by soil sampling.
32
The Wandie target has a different magnetic signature. Field examination identified small scale pits on an iron-rich
outcropping.
There are no reportable resources and reserves on the ELs. No data from the ELs are used in the development of the
PFS results.
Exploration Sampling summary:
Year
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Soils
Rock Chips
0
0
3,135
1,925
2,312
572
2601
841
241
1098
231
164
45
224
79
295
51
143
53
27
78
133
1,082
Exploration Potential for MLs
Total Samples
10,729
Based on airborne geophysical survey data, we have identified several magnetic targets within our controlled land
holdings surrounding the Batman pit. The targets are distinct magnetic highs located within sedimentary rocks that
should have a low magnetic signature. These features are similar to those at Mt Todd, which, as a result of the included
pyrrhotite, exhibits a strong magnetic high.
Mineralization at the Quigleys deposit is interpreted to occur within a series of mineralized shears that strike north
northwest and dip 30 to 35 degrees to the west. The main shear extends for nearly one kilometer along the strike and has
been drilled to a vertical depth of 230 meters. The mineral resource estimate has been defined by 632 drill holes drilled
by Pegasus and Billiton Australia Gold Pty. Ltd. in the late 1980s through the mid-1990s. Tetra Tech reviewed the
integrity of the drill-hole database and developed a computer model to estimate and classify the estimated mineral
resources. The model reflected Tetra Tech’s geological interpretation of the deposit, which constrained the
mineralization to the shear zones using geological information and assays from 49,178 samples obtained from the
drilling. Lower grade, erratic mineralization in the hanging wall of the shears has not been included in the mineral
resource estimate.
Sampling and assaying was done under the supervision of prior operators in conjunction with evaluation of the Batman
pit and are discussed in the PFS, as part of the overall project sampling and assaying methodology.
Based on Tetra Tech’s resource analysis, at a cut-off grade of 0.40 g Au/t, under SEC Industry Guide 7 guidelines,
mineralized material for the Quigleys deposit is estimated at 6.2 million tonnes grading 1.13 g Au/t. Under CIM
Definition Standards, at the same cut-off grade of 0.40 g Au/t, measured mineral resources are estimated at 457,000
tonnes grading 1.27 g Au/t, indicated mineral resources are estimated at 5.7 million tonnes grading 1.12 g Au/t and
inferred mineral resources are estimated at 1.6 million tonnes grading 0.84 g Au/t. Cautionary Note to Investors: see the
section heading “Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and
Proven and Probable Reserves” above.
33
Drilling
The drilling discussed in this section is related to the MLs and is limited to that completed since the filing of the NI 43-
101 Technical Report – Mt Todd Gold Project, 50,000 tpd Preliminary Feasibility Study, Northern Territory, Australia,
Amended & Restated; July 7, 2014. A portion of the drillhole data was used to complete the resource estimate in August
2017. Part of the drillholes were completed for metallurgical samples and are not used in the mineral resource estimate.
All of the drillhole data presented in the above report are still valid and have been incorporated in an unchanged manner.
Between the fourth quarter of 2012 and the end of the first quarter of 2017, the Vista exploration program at the Batman
deposit consisted of 22 diamond core drillholes containing 12,530 meters that targeted both infill definitional drilling and
step-out drilling.
Drillholes added for resource update:
Drillhole ID
Northing m
(MGA94 z53)
VB12-015
VB12-016
VB12-017
VB12-018
VB12-019
VB12-020
VB12-021
VB12-022
VB12-023
VB12-024
VB12-025
VB12-026
VB12-027
VB15-001
VB15-001W1
VB15-001W2
VB15-002
VB15-002W1
VB16-002*
VB17-001*
VB17-002*
VB17-003*
VB018-001*
VB018-002*
VB018-003*
8434901.6
8434703.6
8435349.1
8434849.2
8434846.9
8435852.4
8435954.0
8434453.4
8435801.3
8434482.1
8435656.2
8434393.4
8435717.0
8434480
8434480
8434480
8434703
8434703
8434849
8435292
8434848
8435290
8434999
8435184
8435184
Easting m
(MGA94
z53)
187446.7
187262.7
187391.2
187429.9
187429.4
187359.6
187378.8
187179.3
187371.0
187094.7
187344.7
187066.8
187259.7
187431
187431
187431
187277
187277
187195
187094
187194
187091
187418
187290
187289
Total
Depth
(m)
745.85
713.5
833.28
177
731.8
611.9
602.9
647.9
650.88
460.14
650.63
378.9
434.75
455.5
831.8
746
446.3
705
485.7
166.6
485
568.9
586.5
409.7
394.9
Drillhole
Type
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Elevation
(masl)
Bearing
(°)
Dip
(°)
144.4
147.3
150.8
144.7
144.8
167.3
149.9
153.3
161.3
149.8
158.6
144.8
169.8
147
147
147
268
267
277
270
269
272
271
269
265
266
261
270
-55
-61
-61
-56
-61
-67
-65
-57
-60
-58
-60
-59
291
268.3
268.3
268.3
-54
-75.812
-75.812
-75.812
147.268
266.07
-76.19
147.268
266.07
-76.19
328.6
184.6
330.6
188.2
277
260
275
-64
-55
-64
-55
-42
-60
-57
134.84
161.5
134.84
161.5
150
145
145
34
QD018-001
QD018-002
QD018-003
QD018-004
QD018-005
GE18-001
WD018-001
WD018-002
8438220
8438121
8438159
8438159
8438054
8455417
8456760
8456640
189508
189468
189528
189528
189547
200336
190220
190275
173
168
162
162
145
194
147
148
*Used for metallurgical testing. Not used in the mineral resource estimate.
Sampling, Analysis and Data Verification
107
33
51
94
63
220
227.3
224
-63
-76
-56
-56
-63
-60
-50
-50
128.2
188.1
110
99.5
137.5
51.2
279.5
291.4
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
Diamond
The sampling method and approach for drillholes completed between 2012 and 2018 has remained consistent. The drill
core, upon removal from the core barrel, is placed into plastic core boxes. The plastic core boxes are transported to the
sample preparation building where the core is marked, geologically logged, geotechnically logged, photographed, and
cut into halves. One-half is placed into sample bags as nominal one-meter sample lengths, and the other half retained for
future reference. The only exception to this is when a portion of the remaining core has been flagged for use in the
ongoing metallurgical testwork.
The bagged samples have sample tags placed both inside and on the outside of the sample bags. The individual samples
are grouped into “lots” for submission to Northern Analytical Laboratories for preparation and analytical testing. All of
this work was done under the supervision of a Vista geologist.
The following section describes the sample preparation, analyses and security undertaken by Vista through the March
2018 resource update.
The diamond drilling program was conducted under the supervision of the geologic staff composed of a chief geologist,
several experienced geologists, and a core handling/cutting crew. The core handling crew was recruited locally.
Facilities for the core processing included an enclosed logging shed and a covered cutting and storage area that was
fenced in. Both of these facilities were considered to be limited access areas and kept secured when work was not in
progress.
The diamond drill core was boxed and stacked at the rig by the drill crews. Core was then picked up daily by members
of the core handling crew and transported directly into the logging shed. Processing of the core included photographing,
geotechnical and geologic logging, and marking the core for sampling. The nominal sample interval was one meter.
When this process was completed, the core was moved into the core cutting/storage area where it was laid out for
sampling. The core was logged using the following procedures:
One-meter depth intervals were marked out on the core by a member of the geologic staff;
Core orientation (bottom of core) was marked with a solid line when at least three orientation marks aligned
and used for structural measurements. When orientation marks were insufficient an estimation orientation was
indicated by a dashed line;
Geologic logging was then done by a member of the geologic staff. Assay intervals were selected at that time
and a cut line marked on the core. The standard sample interval was one-m, with a minimum of 0.4 meters and
a maximum of 1.4 meters;
Blind sample numbers were then assigned based on pre-labeled sample bags. Sample intervals were then
indicated in the core tray at the appropriate locations;
Each core tray was photographed and restacked on pallets pending sample cutting and stored on site
indefinitely; and
35
9,635 assays were added for the October 2012 resource update, an additional 7,601 assay intervals were added
for the March 2013 resource, and 729 assay intervals were added for the 2017 model update.
The core was then cut using diamond saws with each interval placed in sample bags. At this time, the standards and
blanks were also placed in plastic bags for inclusion in the shipment. A reference standard or a blank was inserted at a
minimum ratio of 1 in 10 and at suspected high-grade intervals additional blanks sample were added. Standard reference
material was sourced from Ore Research & Exploration Pty Ltd and provided in 60 g sealed packets. When a sequence
of five samples was completed, they were placed in a shipping bag and closed with a zip tie. All of these samples were
kept in the secure area until crated for shipping.
Samples were placed in crates for shipping with 100 samples per crate (20 shipping bags). The crates were stacked
outside the core shed until picked up for transport.
The following laboratories have been used for lab preparation, analyses, and check assays:
Assay and Preparation Laboratories
Laboratory
Address
Purpose
Abbreviatio
n
Certifications
ALS | Minerals
ALS | Minerals
Genalysis
Services (Intertek Group)
Laboratory
31 Denninup Way
Malaga, WA 6090
Main
analyses
assay
ALS
ISO:9001:2008
and ISO 17025
Certified
ISO 9001:2008
and ISO 17025
Certified
Sample
Preparation
ALS
Alice
Springs
Check Analyses
Genalysis
Unable to verify
13 Price St
Alice Springs, NT
0870
Davison
15
Maddington,
6109
St
WA
North
Laboratories
(“NAL”)
NT
Laboratories
Group)
Australian
Ltd
Pty
MLN 792 Eleanor Rd
Pine Creek, NT 0847
Alternative assay
analyses
NAL
ISO
Certified
17025
Environmental
(Intertek
3407 Export Dr
Berrimah, NT 0828
Check Analyses
NTEL
ISO 17025
Prior to the 2011 drilling campaign, the majority of samples were transported first to ALS in Alice Springs, NT for
sample preparation. After preparation, samples were then forwarded on to ALS in Malaga, Western Australia for assay
analyses. One in every 20 pulp or reject was sent from ALS in Alice Springs to Northern Australian Laboratories
(NAL), Vista was notified by email which samples were sent to NAL. For the 2011-2012 drilling campaign samples for
assay were sent to NAL lab in Pine Creek, NT. Check assays on one in every 20 pulps or rejects were completed by NT
Environmental Laboratories. Following completion of assay results, all pulps and reject material was shipped back to the
Project site and stored.
Vista is completely independent of any analytical testing entity, other than they have engaged said entities as a customer.
Sample Security
NAL is the primary laboratory we use for analysis of drill core assays. The NAL laboratory is located in the town of Pine
Creek, approximately 50 kilometers distant by road from the project site. Samples were picked up and transported by
NAL employees.
36
Sample shipments were scheduled for approximately once a week. The sealed crates were picked up on site by NAL for
direct road transport to the assay lab. A sample transmittal form was prepared and included with each shipment and a
copy was filed in the geology office on site.
When the shipment left site, sample transmittals were prepared and e-mailed to NAL. When the shipment arrived at the
preparation facility the samples were lined out and a confirmation of sample receipt was e-mailed back to Vista.
Statistical analyses of the various drilling populations and quality assurance/quality control (QA/QC) samples have
neither identified nor highlighted any reasons to not accept the data as representative of the tenor and grade of the
mineralization estimated at the Batman deposit.
Mineral Resources and Mineral Reserve Estimates
The table below illustrates the updated mineral reserve and resource estimate for the project. The effective date of the
Batman deposit mineral resource estimate and the heap leach resource estimate is January 24, 2018.
Mt Todd Mineral Reserves, Base Case (50,000 tpd) 0.40 g Au/t cut-off. Mineral reserves calculated at $1,250 per ounce of gold
Batman Deposit
Heap Leach Pad
Quigleys Deposit
Total
Tonnes
(000s)
Grade
Contained
(gAu/t) Ounces
Tonnes
(000s)
Grade
Contained
(g Au/t) Ounces
Tonnes
(000s)
Grade
(g/t)
Contained
Ounces
Tonnes
(000s)
Grade
Contained
(g Au/t) Ounces
Proven
72,672
0.88 2,057
—
—
—
—
—
—
72,672 0.88 2,057
Probable
135,015
0.82 3,559 13,354
0.54
232
—
—
— 148,369 0.790
3,791
Total
207,687
0.84 5,616 13,354 0.54
232
—
—
— 221,041 0.82
5,848
Batman reserves are reported using a 0.40 cut- off grade and a $1,250 per ounce gold price. Unit costs used: $1.90/tonne mined,
milling cost $7.80/tonne processed, tailings cost $0.90 per tonne processed, G&A cost $0.46/tonne processed, water treatment
$0.10/tonne processed,1% gross royalty. Ore processing at 50,000 TPD, 355 Days/Yr., for a total of 17,750,000 TPY. Au recovery:
sulfide 85%, transition 80%, oxide 80%. Because all of the heap-leach pad reserves are to be fed through the mill, these reserves are
reported without a cutoff grade applied.
Mt Todd Mineral Reserves, Alternate Case (33,000 tpd) 0.40 g Au/t cut-off. Mineral reserves calculated at $1,250 per ounce of
gold
Batman Deposit
Heap Leach Pad
Quigleys Deposit
Total
Grade Contained Tonnes
(000s)
(gAu/t) Ounces
Tonnes
(000s)
54,031 0.91 1,589
60,628 0.89 1,736 13,354
—
0.54
114,659 0.90 3,325 13,354 0.54
Grade Contained Tonnes Grade Contained Tonnes
(000s)
54,031 0.91
1,589
73,982 0.83 1,968
3,557
—
—
— 128,013 0.86
(000s)
—
—
—
(g/t)
—
—
—
—
232
232
Grade Contained
(g Au/t) Ounces
(g Au/t) Ounces
Ounces
—
Proven
Probable
Total
Batman reserves are reported using a 0.40 cut- off grade and a $1,250 per ounce gold price. Unit costs used: $2.16/tonne mined,
milling cost $8.65/tonne processed, tailings cost $0.90 per tonne processed, G&A cost $0.77/tonne processed, water treatment
$0.10/tonne processed, 1% gross royalty. Ore processing at 33,000 TPD, 355 Days/Yr.,for a total of 11,715,000 TPY. Au recovery:
sulfide 85%, transition 80%, oxide 80%. Because all of the heap-leach pad reserves are to be fed through the mill, these reserves are
reported without a cutoff grade applied.
37
Mt Todd Mineral Resources Base Case (50,000 tpd)
Batman Deposit
Grade
(g Au/t)
Tonnes
(000s)
Heap Leach Pad
Quigleys Deposit
Contained Tonnes
(000s)
Ounces
Grade Contained
(g Au/t) Ounces
Tonnes
(000s)
Grade Contained
(g Au/t) Ounces
Tonnes
(000s)
Total
Grade Contained
(g Au/t) Ounces
77,725
0.88
Measured
Indicated 200,112 0.80
277,837 0.82
Total
— —
2,191
5,169 13,354 0.54
7,360 13,354 0.54
—
232
232
457
5,743
6,200
1.27
1.12
1.13
78,182 0.88
19
207 219,209 0.80
225 297,391 0.82
2,210
5,608
7,818
Inferred
61,323 0.720
1,421
—
—
—
1,600
0.840
43
62,923 0.72
1,464
Note: Measured and indicated resources include proven and probable reserves. Batman and Quigleys resources are estimated at a
0.40g Au/t cut-off grade. Heap leach resources are the average grade of the heap, no cut-off applied. Economic analysis conducted
on proven and probable mineral reserves.
(Remainder of page intentionally left blank)
38
Cautionary note to investors: Proven and probable reserves are estimated in accordance with NI 43-101 and do not constitute SEC Industry Guide 7
compliant reserves see the section heading “Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and
Proven and Probable Reserves” above.
The tables below show the resource classification criteria and variogram parameters for the Batman resource model.
Mining Operations
Only open-pit mining methods are considered for mining at Mt Todd. Mt Todd has been planned as a conventional,
owner-operated, truck and shovel operation, that will use large scale mining equipment in a blast/load/haul operation.
The truck and shovel method provides reasonable cost benefits and selectivity for this type of deposit.
The Base Case and the Alternate Case use substantially the same sized equipment, however, the Alternate Case requires
fewer units.
39
Mineral Processing
The flowsheet consists of primary crushing, closed circuit secondary crushing, closed circuit tertiary crushing using
HPGR crushers, ore sorting, two-stage grinding, cyclone classification, pre-leach thickening, leach and adsorption,
elution electrowinning and smelting, carbon regeneration, tailings detoxification and disposal to conventional tailings
storage facility (“TSF”). The flowsheet for the Base Case is illustrated below.
The flowsheet for the Alternate Case is based on the same configuration, but with proportionally smaller scale
equipment and fewer sorters and tanks.
Metallurgical Testing
Our metallurgical test work programs have confirmed: (1) ore hardness estimates at the Batman deposit are consistent
throughout the deposit and do not change at depth; (2) the selection of HPGR crusher technology as part of the
comminution circuit; (3) the selection of automated ore sorting technology to eliminate low-grade material after crushing
and prior to grinding; (4) estimated gold recovery rates based on optimized grind size and leach conditions; and (5) the
processing of material from the historic heap leach pad at the end of the proposed mine life.
The test work results collated from the 2011 and 2012 testing campaigns and additional metallurgical and process test
work conducted in 2016, 2017 and 2018, together with the process design criteria, were used to develop the process flow
sheet and mass balance.
40
Ore Hardness
Bond ball mill work indices (“BWi”) were determined at a grind size of P80 of 100 mesh for the various products,
namely HPGR crusher, ore-sorting, composite samples and waste material.
The test results indicate the following:
The BWi for the XRT products was higher than the composite samples prepared from the crushed products.
Hence, it is reasonable to conclude that the uncrushed material in the HPGR is harder than the crushed
product.
The waste material had a BWi higher than the composite sample as well as the XRT recycle products.
The BWi for the products ranged from 23.10 to 24.28. A BWi of 24.50 was selected for the design of the
primary ball mill circuit.
The results of this test work support two main conclusions: (1) that the hardness of ore at the Batman deposit is relatively
constant; and (2) that ore hardness at the Batman deposit does not change at depth.
This test work validates the Company’s prior test work and supports Vista’s revised comminution circuit design, which
is designed to crush and grind material with an average BWi of 26.2 kWh/t, a 5% factor of safety above the average BWi
and closer to the 75th percentile of BWi test results.
HPGR Crusher Selection
The proposed Base Case comminution circuit incorporates the use of a large gyratory crusher and two large cone
crushers for the primary and secondary stages, respectively, and contemplates the use of two HPGR crushers as the
third-stage of the crushing circuit.
The test work also assessed the difference in power requirements between a primary/SAG/ball mill circuit, a
conventional 3-stage crush/ball mill circuit, and a 3-stage HPGR crush/ball mill circuit (with 3rd stage HPGR crushing
and 2-stage grinding) to generate a P80 passing 60 μm product.
This test work also confirms our prior test work and supports our comminution circuit design. The use of HPGR
crushers is anticipated to (a) produce a product that can be ground more efficiently (lower BWi); and (b) reduce energy
requirements when compared to a SAG mill design.
Sorting
The bulk automated sorting tests comprised four, five-tonne composites prepared from 3.75" drill core. Three of the
composites contained predominately sulfide mineralization and one composite contained mixed oxide/sulfide material
that is encountered on the periphery of the deposit. The drill core was HPGR crushed and screened at 16mm at the
facilities of Thyssen Krupp Industries (“TKI”) near Dusseldorf, Germany. The +16mm material was sent to the test
facility of Tomra Sorting Solutions (“Tomra”) near Hamburg, Germany where this material was initially sorted using
XRT sorting. A total of 12 sorting tests were completed. The XRT rejects were then subjected to laser sorting to
produce a final reject. All material (-16mm HPGR crushed, XRT product, laser product and sorting reject) was sent to
the metallurgical laboratory of Resource Development Inc. (“RDi”) in Wheatridge, Colorado for subsequent sample
preparation, assaying and additional metallurgical testing.
On a material mass basis, the combined XRT and laser sorting tests confirmed the Company’s expectation that it can
reject approximately 10% of the run-of-mine feed as waste (test results range from 6.8% to 11.0%). The average grade
of the rejected material is estimated to be 0.12 g Au/t (results range from 0.06 g Au/t to 0.23 g Au/t) compared to the
mine cut-off grade of 0.4 g Au/t, resulting in a gold loss from the rejected waste of approximately 1.3%. The
improvement in mill feed grade is expected to be approximately 8%, resulting in run-of-mine average mill feed grade of
0.91 g Au/t compared to the life-of-mine reserve grade of 0.84 g Au/t. We now expect total costs for grinding, leaching
41
and tailings handling, which are dependent on the volume of material processed, to be approximately 10% less than
previously estimated.
Gold Recoveries
We continued evaluating gold recoveries using two-stage grinding and a finer product size. This test work has confirmed
that the introduction of sorting to reduce the leach tonnage by approximately 10% and finer grinding to P80 of 60 µm
yields an increase in recovery of approximately 4.1%, net of solution losses.
A total of 41 additional leach tests were completed using the above mentioned two-staged grinding to confirm our
resulting leach recoveries of 86.5% for sulfide ores, 79.5% for mixed and oxide ores and 71.5% for heap leach ore, net
of solution losses. This test work has also confirmed a cyanide consumption rate of 0.45 kg per tonne.
Our recovery plant design utilizing a conventional, industry-proven, CIP circuit remains unchanged. See also ‘2018
Program Results’ below.
Existing Heap Leach Pad
In addition to analysis of freshly-mined material from the Batman deposit, Vista has analyzed the potential to process
nearly 13.4 million tonnes of material on the existing heap leach pad at Mt Todd. The original Mt Todd started as a heap
leach operation with historic records indicating that the average grade of material placed on the pad was 0.96 g
Au/t. Although the material was partially leached in the mid-1990s, Vista has drilled 24 air-rotary holes into the heap
leach pad and assayed 361 samples, and Tetra Tech created a 3D resource model that has an average grade of 0.54 g
Au/t.
Initial evaluation efforts focused on re-starting the heap leach pad. Bottle roll and column tests were completed, both of
which supported the leachability of the material with gold recovery rates around 35%. However, poor in situ
permeability rates caused Vista to ultimately abandon plans to re-start the heap.
We subsequently submitted two heap leach variability composites and two drill hole composites from the leach pad for
CIP cyanidation leach test work. The samples were ground to the size of P80 of 90 μm and pre-treated with lime and
100 g/t of lead nitrate to suppress copper leaching. The material was then leached for 24 hours. These results support
recovery rates of 71.5% for this material when processed through the CIP plant.
The PFS assumes that the existing heap leach pad will be left in place and processed through the mill at the end of mine
life. This ultimately reduces the scope of reclamation to the pad liner only.
Infrastructure
Because Mt Todd was an operating mine, infrastructure exists that reduces initial capital expenditure and significantly
reduces capital risk related to infrastructure construction, which has been a major source of capital overruns in the
mining industry over the last decade. Existing mining infrastructure items include:
an existing tailings storage facility that is expected to contain approximately 87 million tonnes of material
processed;
an existing fresh water storage reservoir that will receive a two-meter dam raise and will harvest stormwater
sufficient to provide process water for year-round operations for a 50,000 tpd operation;
a natural gas pipeline at site that can supply sufficient natural gas to meet the project's energy requirements
which, coupled with the planned power generating plant, would save considerably on project operating costs
compared to grid-supplied power;
a paved road to site;
current electrical connection to the NT electric grid; and
reduced earthworks costs due to the process plant location being the same as the previous process plant, which
has already been cleared and graded.
42
Other benefits of Mt Todd’s NT location include:
the Stuart highway – the main North / South highway in the NT is less than 15 kilometers from the project site;
rail line parallel to the Stuart highway; and
the regional center of Katherine (population approximately 12,000) less than 60 kilometers from site and the
NT capital of Darwin less than 300 kilometers from the project site, which has port access.
The area has both historic and current mining activity and therefore a portion of the skilled workforce will be sourced
locally. In addition, Katherine offers the necessary support functions that are found in a medium-sized city with regard
to supplies, accommodations, communications, etc.
Planned infrastructure for the site includes the following:
Ammonium Nitrate and Fuel Oil (ANFO) Facility;
Mine Support Facilities (Heavy Vehicle (HV) Workshop, Lube Farm, Washdown and Tire Change,
Warehouse, Fuel Farm, Mining Offices, Core Storage Facility);
Heap Leach Facility;
Small Accommodation Camp for occasional contractor use;
Water Treatment Plant (WTP);
Power Supply;
Pit Dewatering;
Mine Services;
Communications;
Gatehouse; and
Expanded existing and additional TSF.
Permitting
During September 2014, the EIS was approved. In its Assessment Report, the NTEPA advised that it had assessed the
environmental impacts of Vista’s development plans for Mt Todd and concluded that it can proceed, subject to a number
of recommendations which are outlined in the Assessment Report. The NTEPA Assessment Report includes 28
recommendations which are to be addressed as part of the MMP.
The approval of the EIS resulted in the requirement to obtain an authorization of a controlled activity as required under
the EPBC as it relates to the Gouldian Finch. The EPBC authorization was submitted for approval to the Australian
Commonwealth Department of Environment and Energy during December 2015 and the authorization was granted in
January 2018.
In November 2018, we applied for the MMP permit, the operating permit that sets out how mine operating strategy will
be implemented throughout the mine life in compliance with the EIS and Australian Environmental Protection and
Biodiversity Conservation Act of 1999 (“EPBC”) requirements.
Environmental, Social and Community Factors
A number of environmental studies have been conducted at Mt Todd in support of the EIS and as required for
environmental and operational permits. Studies conducted have investigated soils, climate and meteorology, geology,
geochemistry, biological resources, cultural and anthropological sites, socio-economics, hydrogeology, and water
quality.
43
The EIS for the project was submitted in June 2013. The document was prepared by independent consultants GHD Pty
Ltd to identify potential environmental, social, transport, cultural and economic impacts associated with reopening and
operating the mine. NTEPA provided its final assessment of the project in June 2014. Final approval was given in
September 2014.
In January 2018, the “authorization of a controlled activity” was received for the project as required under the EBPC as
it relates to the Gouldian Finch, and as such has received approval from the Australian Commonwealth Department of
Environment and Energy.
The Jawoyn people have been consulted with and involved in the planning of the project. Areas of aboriginal
significance have been designated, and the mine plan has avoided development in these restricted works areas
Water Treatment
We have a WDL from the NT Government that authorizes the release of treated water from the Mt Todd site during the
wet season in accordance with higher environmental protection standards. We operate in compliance with the standards.
We will have to dewater substantially the entire pit before mining operations can be started.
2018 Program Results
In January 2018, we announced that the “authorization of a controlled activity” at Mt Todd, as required under the EPBC,
as it relates to the Gouldian Finch, had been approved by the Australian Commonwealth Department of Environment
and Energy. With this authorization, Vista has all the major environmental approvals necessary to allow development of
Mt Todd.
During 2018, we completed four additional PQ core holes designed to extract approximately 6 tonnes of higher-grade
material from the Batman pit, for the completion of two additional 2.5 tonne bulk HPGR crushing, XRT and laser
sorting tests using the same equipment as previous test work; and a single 1 tonne sample for completing an HPGR test
with a competing HPGR manufacturer. The two 2.5 tonne tests were conducted to confirm the efficiency of sorting
higher-grade ores. We are completing additional feasibility-study-level grinding tests with the manufacturers of the
secondary grinding mills in order to obtain material for ongoing metallurgical studies and specific operating data for
future design and evaluation work. Similar tests on low-grade samples were conducted earlier this year with Glencore,
who manufacture the ISAMill referenced in the PFS, and with FLSmidth, who produce a competing mill known as a
Vertimill. We have also completed additional testing with an impeller manufacturer in order to optimize the design of
the leach tanks to achieve the lowest possible electrical power consumption at designed slurry densities.
In August 2018, we announced the results of tests of the second stage grinding circuit undertaken, under the direction of
Resource Development Inc. These tests suggest that the Mt Todd ore can be efficiently ground to a finer final product
size with lower power consumption than estimated in the PFS. Leaching the finer final product size material has again
confirmed higher recoveries at finer grind sizes. Based on these initial results, we are now undertaking additional testing
to: confirm results over a broad range of feed grades; justify design changes; and support an update of the project
economics. We believe that the results of these ongoing grinding and leaching tests indicate that gold recoveries
exceeding 90% may be achieved for the Mt Todd gold project, as compared to 86.4% assumed in our January 2018 PFS.
Analysis indicates that each 1% improvement in gold recoveries could add approximately 0.5% to Mt Todd’s after-tax
IRR, and approximately $25 million to after-tax NPV5%.
2019 Plans
Our 2019 plans include completion of the metallurgical program started in 2018. Specifically, completion of additional
grinding studies, two-stage leach recoveries, and rheology studies. Upon completion of the confirmation metallurgical
test work, Vista intends to update the January 24, 2018 PFS by incorporating the metallurgical test program results. The
areas of the PFS that will likely be most impacted include higher gold recoveries due to the introduction of a constant tail
and lower process plant operating costs with regard to power consumption, reagents, and media.
44
Mt Todd is without known mineral reserves under SEC Industry Guide 7 and the project remains exploratory in nature.
Guadalupe de los Reyes Gold/Silver Project, Sinaloa, Mexico
During October 2017, we entered into an agreement (the “Option Agreement”) to option our interest in the Guadalupe de
los Reyes gold and silver project in Sinaloa, Mexico (the “GdlR Project”) to Minera Alamos Inc. and its subsidiary
Minera Alamos de Sonora S.A. de C.V. (“Minera Alamos”).
Pursuant to the terms of the Option Agreement, we have granted Minera Alamos an exclusive right and option to earn a
100% interest in the GdlR Project by:
making payments totaling $6,000 comprised of a payment of $1,500 made at the execution of the Option
Agreement (“Option Grant Date”); two successive payments of $1,500 each to be made at the one-year and
two-year anniversaries of the Option Grant Date; and a final $1,500 payment to be made before the four-year
anniversary of the Option Grant Date;
maintaining the concessions comprising the GdlR Project in good standing;
fulfilling all of our obligations to the Ejido La Tasajera (the “Ejido”) as set out in the temporary occupation
contract between us and the Ejido;
granting us a capped NSR royalty on production from open pit mining (the “Open Pit NSR”) at rates that range
from 1% (at gold prices of $1,400/oz or less) to a maximum of 2% (at gold prices above $1,600/oz) up to an
aggregate of $2,000 in royalty payments;
granting us a perpetual NSR royalty on production from underground mining (the “Underground NSR”) at rates
that range from 1% (at gold prices of $1,400/oz or less) to a maximum of 2% (at gold prices above $1,600/oz);
and
granting us the right to assume a 49% non-carried interest in an underground project if Minera Alamos decides
to develop an underground mine at the GdlR Project (the “Back-in Right”).
The Option Agreement provides that all cash payments are non-refundable and optional to Minera Alamos, and in the
event Minera Alamos fails to pay any of the required amounts as set out in the Option Agreement, or fails to comply
with its other obligations, the Option Agreement will terminate and Minera Alamos will have no interest in the GdlR
Project. Provided it is not in breach of the Option Agreement, Minera Alamos may at its discretion advance the above
payment schedule.
Subject to Minera Alamos timely making all the option payments, and fulfilling its other obligations with respect to the
Option Agreement, we will transfer 100% of the shares of the Company’s 100% owned subsidiary Minera Gold Stake
S.A. de C.V., the entity which owns the GdlR Project, to Minera Alamos and the Open-Pit NSR and Underground NSR
will be granted to us.
If Minera Alamos discovers, and decides to develop, an underground mine at the GdlR Project and we exercise the
Back-in Right, we and Minera Alamos have agreed to form a joint venture to develop and operate the underground mine.
If the joint venture is formed, the Underground NSR will terminate.
In October 2018, the Company agreed to extend the due date for the second $1,500 option payment for the GdlR Project
by six months to April 23, 2019. As consideration for the deferral, the Company received an additional $150 in cash, $50
of which was paid to Vista on October 24, 2018 and $100 of which was paid on January 23, 2019. In addition, Minera
Alamos agreed to pay interest at a rate of 1.5% per month on the unpaid balance of the $1,500 payment beginning
January 24, 2019.
Guadalupe de los Reyes is without known mineral reserves under SEC Industry Guide 7 and the Company does not
consider it a material mineral property at the time of this report.
45
ITEM 3. LEGAL PROCEEDINGS.
We are not aware of any material pending litigation or of any proceedings known to be contemplated by governmental
authorities that are, or would be, likely to have a material adverse effect upon us or our operations, taken as
a whole. There are no known material proceedings pursuant to which any of our directors, officers or affiliates or any
owner of record or beneficial owner of more than 5% of our securities or any associate of any such director, officer or
security holder is a party adverse to us or has a material interest adverse to us.
ITEM 4. MINE SAFETY DISCLOSURES.
We consider health, safety and environmental stewardship to be a core value of the Company.
Pursuant to Section 1503(a) of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act of 2011
(the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in
the United States are required to disclose in their periodic reports filed with the SEC information regarding specified
health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities
under the regulation of the Federal Mine Safety and Health Administration (“MSHA”) under the United States Federal
Mine Safety and Health Act of 1977 (the “Mine Act”). During the fiscal year ended December 31, 2018, we had no
properties in the United States and were not subject to regulation by the MSHA under the Mine Act and consequently no
disclosure is required under Section 1503(a) of the Dodd-Frank Act.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES.
Price Range of Common Shares
The common shares of Vista Gold are listed on the NYSE American. The following table sets out the reported high and
low sale prices on the NYSE American for the periods indicated as reported by the exchange.
2017
2018
2019
1st quarter
2nd quarter
3rd quarter
4th quarter
1st quarter
2nd quarter
3rd quarter
4th quarter
1st quarter (through February 6, 2018)
$
NYSE MKT
High
Low
$
1.24
1.11
0.92
0.83
0.87
0.78
0.72
0.60
0.70
0.90
0.81
0.63
0.60
0.69
0.66
0.45
0.37
0.54
On February 6, 2018, the last reported sale price of the common shares of Vista on the NYSE American was $0.69, there
were 100,268,161 Common Shares issued and outstanding, and we had approximately 256 registered shareholders of
record.
46
Dividends
We have never paid cash dividends. The declaration and payment of future dividends, if any, will be determined by our
board of directors (our “Board”) and will depend on our earnings, financial condition, future cash requirements and other
relevant factors.
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets out information relating to the Company’s equity compensation plans as at December 31,
2018. The Corporation’s equity compensation plans as of December 31, 2018 were the Stock Option Plan and the Long-
Term Incentive Plan (“LTIP”). Equity compensation under these plans has been granted to directors, officers, employees
and consultants of the Company.
Number of securities to be
issued upon
exercise/conversion of
outstanding options and
rights
(a)
Weighted-average exercise
price of outstanding options
and rights
(b)
Number of securities
remaining available for
future grants under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
2,321,819
N/A
2,321,819
0.40
N/A
0.40
7,704,997
N/A
7,704,997
Plan Category
Equity compensation
plans approved by
securityholders
Equity compensation
plans not approved by
securityholders
Total
As of December 31, 2018, 1,002,670 restricted stock units (“RSUs”) are outstanding under the LTIP and 1,319,149
options are outstanding under the Stock Option Plan to acquire an aggregate of 2,321,819 Common Shares.
See “Part III Item 11. Executive Compensation” for additional information relating to our equity compensation plan.
Exchange Controls
There are no governmental laws, decrees or regulations in Canada that restrict the export or import of capital, including
foreign exchange controls, or that affect the remittance of dividends, interest or other payments to non-resident holders
of the securities of Vista, other than Canadian withholding tax. See “Certain Canadian Federal Income Tax
Considerations for U.S. Residents” below.
47
Certain Canadian Federal Income Tax Considerations for U.S. Residents
The following summarizes certain Canadian federal income tax consequences generally applicable under the Income
Tax Act (Canada) and the regulations enacted thereunder (collectively, the “Canadian Tax Act”) and the Canada-
United States Income Tax Convention (1980) (the “Convention”) to the holding and disposition of Common Shares.
Comment is restricted to holders of Common Shares each of whom, at all material times for the purposes of the
Canadian Tax Act and the Convention,
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
is resident solely in the United States,
is entitled to the benefits of the Convention,
holds all Common Shares as capital property,
holds no Common Shares that are “taxable Canadian property” (as defined in the Canadian Tax Act) of the
holder,
deals at arm’s length with and is not affiliated with Vista,
does not and is not deemed to use or hold any Common Shares in a business carried on in Canada, and
is not an insurer that carries on business in Canada and elsewhere
(each such holder, a “U.S. Resident Holder”).
Certain U.S.-resident entities that are fiscally transparent for United States federal income tax purposes (including
limited liability companies) are generally not themselves entitled to the benefits of the Convention. However, members
of or holders of an interest in such entities that hold Common Shares may be entitled to the benefits of the Convention
for income denied through such entities. Such members or holders should consult their own tax advisors in this regard.
Generally, a holder’s Common Shares will be considered to be capital property of the holder provided that the holder is
not a trader or dealer in securities, did not acquire, hold or dispose of the Common Shares in one or more transactions
considered to be an adventure or concern in the nature of trade and does not hold the Common Shares as inventory in the
course of carrying on a business.
Generally, a holder’s Common Shares will not be “taxable Canadian property” of the holder at a particular time at which
the Common Shares are listed on a “designated stock exchange” (which currently includes the TSX and NYSE
American) unless both of the following conditions are met at any time during the 60 month period ending at the
particular time:
(i)
the holder, persons with whom the holder does not deal at arm’s length, or any partnership in which the holder
or persons with whom the holder did not deal at arm’s length holds a membership interest directly or indirectly
through one or more partnerships, alone or in any combination, owned 25% or more of the issued shares of any
class of the capital stock of Vista; and
(ii) more than 50% of the fair market value of the Common Shares was derived directly or indirectly from, or from
any combination of, real or immovable property situated in Canada, “Canadian resource properties” (as defined
in the Canadian Tax Act), “timber resource properties” (as defined in the Canadian Tax Act), or options in
respect of or interests in such properties.
In certain other circumstances, a Common Share may be deemed to be “taxable Canadian property” for purposes of the
Canadian Tax Act.
This summary is based on the current provisions of the Canadian Tax Act and the Convention in effect on the date
hereof, all specific proposals to amend the Canadian Tax Act and Convention publicly announced by or on behalf of the
Minister of Finance (Canada) on or before the date hereof, and the current published administrative and assessing
policies of the CRA. It is assumed that all such amendments will be enacted as currently proposed, and that there will be
no other material change to any applicable law or administrative or assessing practice, although no assurance can be
given in these respects. Except as otherwise expressly provided, this summary does not take into account any provincial,
territorial or foreign tax considerations, which may differ materially from those set out herein.
48
This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax
considerations, and is not intended to be and should not be construed as legal or tax advice to any particular U.S.
Resident Holder. U.S. Resident Holders are urged to consult their own tax advisers for advice with respect to their
particular circumstances. The discussion below is qualified accordingly.
A U.S. Resident Holder who disposes or is deemed to dispose of one or more Common Shares generally should
not thereby incur any liability for Canadian federal income tax in respect of any capital gain arising as a
consequence of the disposition.
A U.S. Resident Holder to whom Vista pays or is deemed to pay a dividend on the holder’s Common Shares will
be subject to Canadian withholding tax, and Vista will be required to withhold the tax from the dividend and
remit it to the CRA for the holder’s account. The rate of withholding tax under the Canadian Tax Act is 25% of
the gross amount of the dividend (subject to reduction under the provisions of an applicable tax treaty). Under
the Convention, a U.S. Resident Holder who beneficially owns the dividend will generally be subject to Canadian
withholding tax at the rate of 15 % (or 5%, if the U.S. Resident Holder who beneficially owns the dividend is a
company that is not fiscally transparent and which owns at least 10% of the voting stock of Vista) of the gross
amount of the dividend.
Certain United States Federal Income Tax Considerations for U.S. Residents
There may be material tax consequences to U.S. Residents in relation to an acquisition or disposition of Common Shares
or other securities of the Company. U.S. Residents should consult their own legal, accounting and tax advisors regarding
such tax consequences under United States, state, local or foreign tax law regarding the acquisition or disposition of our
Common Shares or other securities, in particular, the tax consequences of the Company likely being a PFIC within the
meaning of Section 1297 of the United States Internal Revenue Code. See the section “Item 1A. – Risk Factors - The
Company is likely a PFIC, which will likely have adverse U.S. federal income tax consequences for U.S. shareholders”
above.
(Remainder of page intentionally left blank)
49
Unregistered Sales of Equity Securities
None.
Repurchase of Securities
Except as set forth below, during the quarter ended December 31, 2018, neither Vista nor any affiliate of Vista
repurchased Common Shares registered under Section 12 of the Exchange Act.
Period
(a)
Total Number
of Options
Purchased
(b)
Average Price
Paid Per
Option
(c)
Total number of
options purchased
as part of publicly
announced plans or
programs
October 1- October 31
November 1 – November 31
December 1 – December 31
0
0
502,500(1)
0
0
$0.12
0
0
0
(d)
Maximum number (or
approximate dollar
value) of options that
may yet be purchased
under the plans or
programs
0
0
0
(1)
In July 2018, the Company amended certain 2013 stock option agreements, expiring December 30, 2018
subject to the potential for a temporary extension under the terms of the Plan, for seven executives and directors
(the “Option Amendment”). The amendment provided each grantee the opportunity to receive a cash buyout of
certain vested, unexercised 2013 options in lieu of exercising the option to purchase shares. This cash buyout
was based on the intrinsic value of each option at the time of the buyout as determined by the Company’s
Compensation Committee prior to the buyout. In December 2018, all 502,500 of the options under the Option
Amendment were settled with cash buyouts totaling $61, representing an average price per the underlying
shares of $0.12, and the related options were cancelled by the Company. The buy back was approved by the
Company’s Board of Diectors and Compensation Committee and was funded through cash on hand from the
Company’s available surplus. Other than these private transactions, the Company’s Board of Directors has not
authorized any stock repurchase program or plan and the Company has no current plans of making any open-
market purchases of its common shares or other repurchases of equity securities.
50
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion and analysis should be read in conjunction with our consolidated financial statements for the
two years ended December 31, 2018 and 2017, and the related notes thereto, which have been prepared in accordance
with generally accepted accounting principles in the United States (“U.S. GAAP”). This discussion and analysis
contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ
materially from those anticipated in these forward-looking statements as a result of many factors, including, but not
limited to, those set forth under the section heading “Item 1A. Risk Factors” above and elsewhere in this annual report
on Form 10-K. See section heading “Note Regarding Forward-Looking Statements” above.
All dollar amounts stated herein are in U.S. dollars in thousands, except per share amounts and per warrant amounts
unless specified otherwise. References to C$ refer to Canadian currency, AUD or A$ to Australian currency, and
USD or $ to United States currency.
Overview
Vista Gold Corp. and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) operate in the gold
mining industry. We are focused on the evaluation, acquisition, exploration and advancement of gold exploration and
potential development projects, which may lead to gold production or value adding strategic transactions such as earn-in
right agreements, option agreements, leases to third parties, joint venture arrangements with other mining companies, or
outright sales of assets for cash and/or other consideration. We look for opportunities to improve the value of our gold
projects through exploration drilling and/or technical studies focused on optimizing previous engineering work. We do not
currently generate cash flows from mining operations.
The Company’s flagship asset is its 100% owned Mt Todd gold project (“Mt Todd”) in the Northern Territory (“NT”)
Australia. Mt Todd is the largest undeveloped gold project in Australia. In January 2018, the Company received
authorization for the last major environmental permit and we announced the positive results of an updated preliminary
feasibility study (the “PFS”) for Mt Todd. Subsequently, Vista has completed additional metallurgical testing, including
ongoing fine grinding evaluations, which demonstrate further improvements in gold recovery. With these important
milestones and subsequent project improvements complete, Vista is in a better position to identify and pursue those
strategic alternatives that may provide the best opportunity for shareholders to realize fair value for Mt Todd. We also hold
7.8 million shares of the outstanding common shares in the capital of Midas Gold Corp. (“Midas Gold Shares”), a non-core
project in Mexico and royalty interests in the United States and Indonesia.
Results from Operations
Summary
Through 2018, we continued to improve the economics of the Mt Todd gold project at a relatively low cost. In August
2018, we announced the results of tests of the second stage grinding circuit undertaken, under the direction of Resource
Development Inc. These tests suggest that the Mt Todd ore can be efficiently ground to a finer final product size with
lower power consumption than estimated in the PFS. Leaching the finer final product size material has again confirmed
higher recoveries at finer grind sizes. Based on these initial results, we are now undertaking additional testing to:
confirm results over a broad range of feed grades; justify design changes; and support an update of the project
economics. We believe that the results of these ongoing grinding and leaching tests indicate that gold recoveries
exceeding 90% may be achieved for the Mt Todd gold project, as compared to 86.4% assumed in our January 2018 PFS.
Analysis indicates that each 1% improvement in gold recoveries could add approximately 0.5% to Mt Todd’s after-tax
IRR, and approximately $25 million to after-tax NPV5%.
51
Consolidated net loss for the year ended December 31, 2018 was $8,714 or $0.09 per basic share. Consolidated net loss
for the year ended December 31, 2017 was $12,035 or $0.12 per basic share. The principal components of our 2018 net
loss and these year-over-year changes are discussed below.
The Company has $13,198 of working capital and no debt.
Exploration, property evaluation and holding costs
Exploration, property evaluation and holding costs, including fixed cash costs, cash discretionary programs, and non-
cash stock-based compensation, were $4,803 and $6,931 during the years ended December 31, 2018 and 2017,
respectively. These costs are predominantly associated with Mt Todd and are comprised of fixed costs and discretionary
costs. For the years ended December 31, 2018 and 2017, our fixed costs (which include cash expenditures necessary to
ensure that we preserve our property rights and meet all of our safety, regulatory and environmental responsibilities)
trended approximately 10% higher in 2018 compared to 2017 as baseline monitoring activities have been introduced as
part of our compliance with the terms of the permit granted under the Australian Environmental Protection and
Biodiversity Conservation Act of 1999 (“EPBC”) in January 2018. In addition, we have added site employees to
complement site environmental, maintenance and exploration activities. We expect 2019 fixed costs to remain
substantially unchanged from 2018 fixed costs.
Mt Todd 2018 discretionary programs totaled approximately $1,200, principally for additional ore sorting testing and
drilling programs at Quigleys and on the ELs. This is significantly lower than the 2017 discretionary programs which
totaled approximately $3,500. The 2017 discretionary programs included large-scale ore sorting tests with subsequent
metallurgical and grinding studies, and substantial completion of the 2018 PFS update. Currently planned discretionary
programs total approximately $425 and include completion of the metallurgical programs started in 2018 and an update
to January 24th, 2018 PFS.
Included in the 2018 and 2017 exploration, property evaluation and holding costs is non-cash stock-based compensation
of $249 and $260 respectively.
Corporate administration
Corporate administration costs were $4,072 and $3,527 during the years ended December 31, 2018 and 2017,
respectively. Higher 2018 investor relations, regulatory and compensation costs were incurred as a result of the
completion of the Mt Todd PFS update. In addition, insurance coverage was increased in 2018, resulting in higher 2018
insurance costs. We expect 2019 costs to trend approximately 5% to 10% lower than 2018 costs.
Included in the 2018 and 2017 corporate administration costs is non-cash stock-based compensation of $733 and $614
respectively.
Depreciation
Depreciation costs were $983 and $655 during the years ended December 31, 2018 and 2017, respectively. Depreciation
in 2018 includes $695 to adjust the net book value of plant and equipment to account for the cumulative effect of
immaterial calculation differences in prior years.
Impairment of Used Mill Equipment
The Company’s efforts to sell its used mill equipment over the past several years have been unsuccessful. As of
December 31, 2018, there are no prospects for an imminent sale of this equipment, and the market conditions conducive
to such a sale are not expected to improve in the near future. Based on an independent valuation by a qualified third
party, and allowing for selling commissions and costs, the Company has recorded a Level 3 impairment charge of
$1,000, which has been included in our Consolidated Statements of Income/(Loss) for the year ended December 31,
2018. There was no similar charge for the year ended December 31, 2017.
52
Gain on disposal of mineral property
Long Valley claims
During the first quarter of 2017, we sold our Long Valley unpatented mining claims located in California for
consideration, net of transaction costs, of $358 which was paid at closing; a future payment of $500 one month after the
start of commercial production; a future payment of $500 on or prior to the first anniversary of the start of commercial
production; and a net smelter return royalty (“NSR”) on any future production from said claims at a variable rate
between 0.5% and 2.0%, depending on the average gold price realized. This sale resulted in a realized gain of $358.
Non-operating income and expenses
Gain/(loss) on Other Investments
Gain/(loss) on other investments was $1,716 and $(1,248) for the years ended December 31, 2018 and 2017,
respectively. These amounts are the result of changes in fair value of our Midas Gold Shares. There were no share sales
during the years ended December 31, 2018 and 2017.
Financial Position, Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities was $8,567 and $8,801 for the years ended December 31, 2018 and 2017,
respectively. Although exploration, property evaluation and holding costs (including discretionary programs) and
corporate administration costs, in total, were approximately $1,583 lower in 2018 than in 2017, as discussed in “Results
from Operations” above, a total of approximately $1,186 was used in 2018 to reduce accounts payable and accrued
liabilities that resulted from relatively high discretionary program activity, including completion of the PFS update in
late in 2017.
Investing Activities
Cash provided by investing activities for the year ended December 31, 2018 was primarily due to the redemption of
short-term investments comprised of U.S. Government Treasury bills and notes, net of purchases, of $8,147.
Cash provided by investing activities for the year ended December 31, 2017 was primarily due to the redemption of
short-term investments comprised of U.S. Government Treasury bills and notes, net of purchases, of $6,831. Proceeds of
$1,761, net of legal costs, were received from the first option payment for the Guadalupe de los Reyes gold/silver project
and the Long Valley gold claims (discussed in “Note 4 of the Consolidated Financial Statements” below).
Financing Activities
Net cash of $122 for 2018 was utilized for the payment of certain employee withholding tax obligations in lieu of the
issuance of common shares and $86 was received from exercised stock options.
Net cash of $264 for 2017 was utilized for the payment of certain employee withholding tax obligations in lieu of the
issuance of common shares.
Liquidity and Capital Resources
Our cash and short-term investments as of December 31, 2018 decreased to $8,068 from $16,575 at December 31, 2017
due mainly to operating activities as discussed above. Our net working capital decreased to $13,198 as at December 31,
2018 from $19,057 at December 31, 2017 due mainly to the decrease in cash and short-term investments to fund
operating activities, partially offset by an increase in the market value of our Midas Gold Shares.
53
We believe that our existing working capital, together with potential future sources of non-dilutive financing, will be
sufficient to fully fund our currently planned fixed costs and discretionary programs into 2020.
Potential future sources of non-dilutive financing include the sale of non-core assets such as our used mill equipment and
future option payments for the Guadalupe de los Reyes gold/silver project; and, depending on market conditions, the sale
of some or all of our Midas Gold Shares.
In addition to the potential for non-dilutive financing, during November 2017, the Company entered into an at-the-
market offering agreement (the “ATM Agreement”) with H. C. Wainwright & Co., LLC (“Wainwright”) to provide
additional balance sheet flexibility at a low cost. Under the ATM Agreement the Company may, but is not obligated to,
issue and sell shares of the Company’s common stock through Wainwright as sales manager in an at-the-market offering
under a prospectus supplement for aggregate sales proceeds of up to $10,000 (the “ATM Program”). The ATM
Agreement will remain in full force and effect until the earlier of August 31, 2020, or the date that the ATM Agreement
is terminated in accordance with the terms therein. Offers or sales of common shares under the ATM Program will be
made only in the United States and no offers or sales of common shares under the Agreement will be made in Canada.
The common stock will be distributed at-the-market prices prevailing at the time of sale. As a result, prices of the
common stock sold under the ATM Program may vary during the period of distribution. The ATM Agreement provides
that Wainwright will be entitled to compensation for its services at a commission rate of 2.0% of the gross sales price per
share of common stock sold. The Company reimbursed certain legal expenses of Wainwright totaling $50 and incurred
additional accounting, legal, and regulatory costs of approximately $156 in connection with establishing the ATM
Program. Such costs were expensed as incurred during 2017. At December 31, 2018 no offers or sales had been made
under the ATM Program.
The continuing long-term viability of the Company is dependent upon our ability to secure sufficient funding and
ultimately to generate future profits from operations or sales of assets. The underlying value and recoverability of the
amounts shown as mineral properties and plant and equipment in our Consolidated Balance Sheets are dependent on our
ability to fund exploration and development activities that could lead to profitable production or proceeds from the
disposition of these assets.
Fair Value Accounting
The following table sets forth the Company’s assets measured at fair value by level within the fair value hierarchy. As
required by accounting guidance, assets are classified in their entirety based on the lowest level of input that is
significant to the fair value measurement.
54
Marketable securities
Other investments (Midas Gold Shares)
Used mill equipment (non-recurring)
Marketable securities
Other investments (Midas Gold Shares)
Used mill equipment (non-recurring)
Fair value at December 31, 2018
Level 3
Level 1
Total
$
—
5,462
5,500
— $
$
5,462
—
—
—
5,500
Fair value at December 31, 2017
Level 3
Level 1
Total
$
90 $
90 $
3,746
6,500
3,746
—
—
—
6,500
Our marketable securities and investment in Midas Gold Shares are classified as Level 1 of the fair value hierarchy as
they are valued at quoted market prices in an active market. Marketable securities are included in other current assets on
the Consolidated Balance Sheets for each period presented.
The mill equipment is classified as Level 3 of the fair value hierarchy as its value at December 31, 2018 and 2017 was
based on an independent third-party valuation. The mill equipment is included in plant and equipment on the
Consolidated Balance Sheets for each period presented.
There were no transfers between levels nor were there any changes in valuation techniques in 2018.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements required to be disclosed in this annual report on Form 10-K.
Contractual Obligations
We have no material contractual obligations as of December 31, 2018.
Summary of Quarterly Results
2018
2017
Revenue
Net income/(loss)
Basic income/(loss) per share
Revenue
Net income/(loss)
Basic income/(loss) per share
4th quarter 3rd quarter 2nd quarter 1st quarter
$
— $
— $
— $
(3,781)
(0.04)
(2,062)
(0.02)
(1,923)
(0.02)
—
(948)
(0.01)
—
(3,851)
(0.03)
—
(2,655)
(0.03)
—
(2,682)
(0.03)
—
(2,847)
(0.03)
Critical Accounting Policies and Recent Accounting Pronouncements
Critical accounting policies
Principles of Consolidation
The Consolidated Financial Statements include the accounts of Vista Gold Corp. and more-than-50%-owned subsidiaries
that it controls. All significant intercompany balances and transactions have been eliminated. The Consolidated Financial
Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.
GAAP”).
55
Use of Estimates
The preparation of the Company’s Consolidated Financial Statements requires the Company to make estimates and
assumptions that affect the reported amounts of assets, liabilities, income and expenses during the reporting period. The
more significant areas requiring the use of management estimates and assumptions are: the fair value and accounting
treatment of financial instruments; useful lives of assets for asset depreciation purposes; valuation allowances for
deferred tax assets; the fair value and accounting treatment of stock-based compensation; the provision for
environmental liabilities; and asset impairments. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results will
likely differ from the amounts estimated in these financial statements.
Cash and cash equivalents
Cash and cash equivalents include cash on hand and government securities with original maturities of three months or
less when purchased. Because of the short maturity of these investments, the carrying amounts approximate their fair
values.
Foreign Currency Transactions
Our functional currency is the U.S. dollar. Foreign currency transactions denominated in currency other than the
functional currency are recorded at the approximate rate of exchange at the transaction date and any gains/(losses)
resulting therefrom are recorded in other expense. For each of the years ended December 31, 2018 and 2017, we
recorded insignificant net foreign currency gains/(losses).
Short-term Investments
Short-term investments consist of securities with original maturity dates greater than ninety days and less than one year.
These securities are typically United States government treasury bills and/or notes. Short-term investments are recorded
at amortized cost and are classified as debt securities held-to-maturity as the Company has the intention and ability to
hold these instruments until their original maturity date at the time of purchase.
Mineral Properties
Mineral property acquisition costs, including directly related costs, are capitalized when incurred, and mineral property
exploration costs are expensed as incurred. When we determine that a mineral property can be economically developed
in accordance with U.S. GAAP and SEC Industry Guide 7 reserves are established, the costs then incurred to develop
such property will be capitalized. Capitalized costs will be depleted using the units-of-production method over the
estimated life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any
undepleted costs will be charged to loss in that period.
The recoverability of the carrying values of our mineral properties is dependent upon economic reserves being
discovered or developed on the properties, permitting, financing, start-up, and commercial production from, or the
sale/lease of, or other strategic transactions related to these properties. Development and/or start-up of any of these
projects will depend on, among other things, management’s ability to raise sufficient capital for these purposes.
We assess the carrying cost of our mineral properties for impairment whenever information or circumstances indicate the
potential for impairment. This would include events and circumstances such as our inability to obtain all the necessary
permits, changes in the legal status of our mineral properties, government actions, the results of exploration activities
and technical evaluations and changes in economic conditions, including the price of gold and other commodities or
input prices. Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on
an undiscounted basis. If it is determined that the estimated future undiscounted cash flows are less than the carrying
value of the property, a write-down to the estimated fair value will then be reported in our Consolidated Statement of
Income/(Loss) and Comprehensive Income/(Loss) for the period. Where estimates of future net cash flows are not
determinable and where other conditions indicate the potential for impairment, management uses available market
56
information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair
value.
Impairment
Carrying values of long-lived assets, other than mineral properties, are evaluated for impairment at such time that
information becomes available indicating that the carrying value may not be recoverable. If it is determined that the fair
value is less than the carrying value an impairment charge equal to the difference between the fair value and the carrying
value will be recorded in our Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss).
Stock-Based Compensation
Under our stock option and long-term equity incentive plans, stock incentive options, and until April 2018, restricted
stock units could be granted to executives, employees, consultants and non-employee directors. Compensation expense
for such grants is recorded in the Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss) as a
component of exploration, property evaluation and holding costs and corporate administration, with a corresponding
increase to Common shares in the Consolidated Balance Sheets. The fair values of the options are calculated using the
Black-Scholes option pricing model. The fair value of restricted stock units is based on the closing price of our common
shares on the grant date. The expense is based on the fair values of the grant on the grant date and is recognized over the
vesting period specified for each grant. Forfeitures for all stock-based compensation are recorded when incurred.
Financial Instruments
Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) of the Financial
Accounting Standards Board (“FASB”) requires an entity to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of
independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s
categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value
measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical,
unrestricted assets or liabilities.
Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets;
quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data by correlation or other means.
Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement
and unobservable.
Our financial instruments include cash and cash equivalents, marketable securities, short-term investments, accounts
payable and certain other current assets and liabilities. Due to the short-term nature of our cash and cash equivalents,
short-term investments, accounts payable and certain other current assets and liabilities, we believe that their carrying
amounts approximate fair value. Our marketable securities are classified as available-for-sale. Accordingly, these
securities are carried at fair value, which is based upon quoted market prices in an active market and included in Level 1
of the fair value hierarchy. Our other investments, comprised of Midas Gold Shares, are accounted for using the fair
value option based on quoted market prices in an active market and are included in Level 1 of the fair value hierarchy.
The mill equipment is accounted for using a third-party valuation and is included in Level 3 of the fair value hierarchy.
57
Recent accounting pronouncements
Leases
In February 2016 the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use (“ROU”)
model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms
longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of
expense recognition in the income statement. The new standard is effective for interim and annual periods beginning
after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating
leases existing at, or entered into, after the beginning of the earliest comparative period presented in the financial
statements, with certain practical expedients available. Based upon our initial review, we expect to recognize additional
operating liabilities of approximately $185 on adoption, with corresponding ROU assets of the same amount, based on
the present value of the remaining lease payments.
Nonemployee Share-Based Payments
The FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718) - Improvements to Nonemployee
Share-Based Payment Accounting. ASU No. 2018-07, supersedes the guidance for equity-based payments to
nonemployees (Topic ASC 505-50). Under the new standard, an entity should treat equity-based payments to
nonemployees the same as stock-based compensation to employees in most cases. The new guidance is effective for
interim and annual periods beginning after December 15, 2018, with early adoption permitted. Effective July 1, 2018,
the Company adopted the new guidance. The Company performed an assessment of the standard and the impacts on the
Company’s Consolidated Financial Statements and disclosures. Based on our analysis, adoption of the standard has not
materially changed the Company’s expense recognition and disclosures.
Revenue Recognition
New FASB guidance issued under ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), as
amended, is effective for interim and annual periods beginning after December 15, 2017. Under ASU No. 2014-09, an
entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 also
requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from
customer contracts. This includes significant judgments and changes in judgments and assets recognized from costs
incurred to obtain or fulfill a contract.
Effective January 1, 2018, the Company adopted the new guidance modified retrospectively. The Company performed
an assessment of the revised guidance and the impacts on the Company’s Consolidated Financial Statements and
disclosures. We also evaluated the potential for future variable consideration from option payments, net smelter return
royalties (“NSR”), and other production related payments, and determined that there is no impact to the Company’s
current accounting. The Company determined that the adoption of this guidance will primarily impact the timing of
revenue recognition on certain option agreements based on the Company’s determination of when control is transferred
for accounting purposes. Based on the contracts outstanding as of December 31, 2017, there was no cumulative effect
adjustment required to be recognized at January 1, 2018. Under the Company’s adoption approach, results for reporting
periods beginning after January 1, 2018, will be presented in the Consolidated Financial Statements under the new
guidance, while prior period amounts will not be adjusted and continue to be reported under the guidance in effect for
those periods.
Currently, proceeds received from option agreements are ascribed to recovery of the carrying value of the related project
until the carrying value reaches zero. After that, any additional proceeds received will be recognized as a contract
liability until control has transferred to the buyer or the related contract has terminated. None of the projects which could
provide the Company with future variable consideration are currently in production, and in all cases, we believe there is
low probability of future production from these projects. Accordingly, the Company believes its NSRs and other
production related payments are fully constrained, and the Company did not record a receivable for them. When it
58
becomes probable that a project which could provide the Company with an NSR or other production related payments
could begin production, the Company will evaluate the accounting treatment at that time.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Management’s Report on Internal Control Over Financial Reporting
The management of Vista Gold Corp. and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) is
responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and
principal financial officers and effected by the Company’s board of directors (the “Board”), management and other
personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting at
December 31, 2018. In making this assessment, the Company’s management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission Internal Control-Integrated Framework in 2013. Based upon
its assessment, management concluded that, at December 31, 2018, the Company’s internal control over financial
reporting was effective.
The effectiveness of the Company’s assessment of internal control over financial reporting at December 31, 2018 has
been audited by Plante & Moran, PLLC, an independent registered public accounting firm, as stated in their report which
appears herein.
59
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Vista Gold Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Vista Gold Corp. (the “Company”) as of December
31, 2018, the related consolidated statements of income/(loss), comprehensive income/(loss), shareholders' equity, and
cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our
opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of December 31, 2018, and the results of its operations and its cash flows for the year ended December 31,
2018, in conformity with accounting principles generally accepted in the United States of America.
We also have audited the Company’s internal control over financial reporting as of December 31, 2018, in accordance
with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), based on criteria
established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Our report dated February 21, 2019, expresses an unqualified opinion.
Basis for Opinion
The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Plante & Moran, PLLC
Denver, CO
February 21, 2019
We have served as the Company’s auditor since 2014.
60
Report of Independent Public Accounting Firm
To the Shareholders and Board of Directors of
Vista Gold Corp.
Littleton, CO 80127
OPINIONS ON THE CONSOLIDATED FINANCIAL STATEMENTS
We have audited the accompanying consolidated balance sheets of Vista Gold Corp. (the “Company”) as of December
31, 2017, and the related consolidated statement of income/(loss) and comprehensive income/ (loss), shareholders’
equity, and cash flows, for the year ended December 31, 2017, and the related notes (collectively referred to as the
“financial statements”).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of
the Company as of December 31, 2017, and the results of its operations and its cash flows for the year ended December
31, 2017, in conformity with accounting principles generally accepted in the United States of America.
BASIS FOR OPINION
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud.
EKS&H LLLP
March 6, 2018
Denver, Colorado
61
VISTA GOLD CORP.
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in U.S. dollars and in thousands, except shares)
Assets:
Current assets:
Cash and cash equivalents
Short-term investments (Note 3)
Other investments, at fair value (Note 3)
Other current assets
Total current assets
Non-current assets:
Mineral properties (Note 4)
Plant and equipment, net (Note 5)
Total non-current assets
Total assets
Liabilities and Shareholders' Equity:
Current liabilities:
Accounts payable
Accrued liabilities and other
Provision for environmental liability
Total current liabilities
Total liabilities
Commitments and contingencies – (Note 8)
Shareholders' equity:
Common shares, no par value - unlimited shares authorized; shares outstanding: 2018 -
100,268,161 and 2017 - 99,412,007 (Note 6)
Accumulated other comprehensive loss
Accumulated deficit
Total shareholders' equity
Total liabilities and shareholders' equity
Approved by the Board of Directors
December 31, December 31,
2018
2017
$
1,071 $
6,997
5,462
540
14,070
1,431
15,144
3,746
794
21,115
$
$
2,421
5,635
8,056
22,126 $
2,471
7,555
10,026
31,141
195 $
435
242
872
872
830
986
242
2,058
2,058
456,938
—
(435,684)
21,254
22,126 $
456,053
(2)
(426,968)
29,083
31,141
$
/s/ Tracy A. Stevenson
Tracy A. Stevenson
Director
/s/ John M. Clark
John M. Clark
Director
The accompanying notes are an integral part of these consolidated financial statements.
62
VISTA GOLD CORP.
CONSOLIDATED STATEMENTS OF INCOME/(LOSS) AND COMPREHENSIVE INCOME/(LOSS)
(Dollar amounts in U.S. dollars and in thousands, except share and per share data)
Operating expense:
Exploration, property evaluation and holding costs
Corporate administration
Depreciation and amortization
Write-down of plant and equipment (Note 5)
Gain on disposal of mineral properties, net (Note 4)
Total operating expense
Non-operating income/(expense):
(Loss)/gain on other investments (Note 3)
Interest income
Other income/(expense)
Total non-operating income/(expense)
Loss before income taxes
Net loss
Other comprehensive loss:
Unrealized fair value increase/ (decrease) on available-for-sale securities
Comprehensive loss
Basic:
Weighted average number of shares outstanding
Net loss per share
Diluted:
Weighted average number of shares outstanding
Net loss per share
Years Ended December 31,
2018
2017
$
(4,803) $
(4,072)
(983)
(1,000)
—
(10,858)
(6,931)
(3,527)
(655)
—
358
(10,755)
1,716
368
60
2,144
(1,248)
111
(143)
(1,280)
(8,714)
(8,714) $
(12,035)
(12,035)
$
—
(8,714) $
(17)
(12,052)
$
99,738,461
$
(0.09) $
98,627,255
(0.12)
99,738,461
$
(0.09) $
98,627,255
(0.12)
The accompanying notes are an integral part of these consolidated financial statements.
63
VISTA GOLD CORP.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Dollar amounts in U.S. dollars and in thousands, except share amounts)
Common
shares
Accumulated
Amount
deficit
comprehensive
income/(loss)
Accumulated other
Total
shareholders'
equity
40,525
Balances at December 31, 2016
97,786,608 $ 455,443 $ (414,933) $
15 $
Shares issued (RSUs vested, net of shares
withheld)
Stock-based compensation
Other comprehensive loss
Net loss
Balances at December 31, 2017
Cumulative adjustment related to Accounting
Standard Update 2016-01
Adjusted balance at January 1, 2018
Shares issued (RSUs vested, net of shares
withheld)
Shares issued (exercise of stock options)
Stock-based compensation
Option Amendment (Note 6)
Net loss
Balances at December 31, 2018
1,625,399
—
—
—
(264)
874
—
—
—
—
—
(12,035)
99,412,007 $ 456,053 $ (426,968) $
—
—
(17)
—
(2) $
(264)
874
(17)
(12,035)
29,083
—
99,412,007
—
456,053
(2)
(426,970)
2
—
—
29,083
637,554
218,600
—
—
—
(122)
86
982
(61)
—
—
—
—
—
(8,714)
100,268,161 $ 456,938 $ (435,684) $
— $
(122)
86
982
(61)
(8,714)
21,254
The accompanying notes are an integral part of these consolidated financial statements.
64
VISTA GOLD CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in U.S. dollars and in thousands)
Cash flows from operating activities:
Net loss for the period
Adjustments to reconcile net loss for the period to net cash used in operations:
Year ended December 31,
2018
2017
$
(8,714) $
(12,035)
Depreciation and amortization
Stock-based compensation
Gain on disposal of mineral property
Write-down of plant and equipment
(Gain)/loss on other investments
Change in working capital account items:
Other current assets
Provision for environmental liability
Accounts payable, accrued liabilities and other
Net cash used in operating activities
Cash flows from investing activities:
Proceeds from sales of marketable securities
Disposition of short-term investments, net of acquisitions
Additions to plant and equipment
Proceeds from option/sale agreements, net
Net cash provided by investing activities
Cash flows from financing activities:
Payment of taxes from withheld shares
Option Amendment
Proceeds from exercise of stock options
Net cash used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental cash flow information – Note 10
983
982
—
1,000
(1,716)
84
—
(1,186)
(8,567)
170
8,147
(63)
50
8,304
(122)
(61)
86
(97)
(360)
1,431
1,071 $
$
655
874
(358)
—
1,248
(160)
(108)
1,083
(8,801)
—
6,831
—
1,761
8,592
(264)
—
—
(264)
(473)
1,904
1,431
The accompanying notes are an integral part of these consolidated financial statements.
65
1. Nature of Operations
Vista operates in the gold mining industry. We are focused on the evaluation, acquisition, exploration and advancement
of gold exploration, and potential development projects, which may lead to gold production or value adding strategic
transactions such as earn-in right agreements, option agreements, leases to third parties, joint venture arrangements with
other mining companies, or outright sales of assets for cash and/or other consideration. We look for opportunities to
improve the value of our gold projects through exploration drilling and/or technical studies focused on optimizing
previous engineering work.
The Company’s flagship asset is its 100% owned Mt Todd gold project (“Mt Todd”) in the Northern Territory (“NT”)
Australia. Mt Todd is the largest undeveloped gold project in Australia. In January 2018, the Company received
authorization for the last major environmental permit and we announced the positive results of an updated preliminary
feasibility study (the “PFS”) for Mt Todd. Subsequently, Vista has completed additional metallurgical testing, including
ongoing fine grinding evaluations, which demonstrate further improvements in gold recovery. We also hold 7.8 million
of the outstanding common shares in the capital of Midas Gold Corp. (“Midas Gold Shares”), a non-core project in
Mexico and royalty interests in the United States and Indonesia.
All dollar amounts stated herein are in U.S. dollars in thousands, except per share amounts and per warrant amounts
unless specified otherwise. References to C$ refer to Canadian currency, AUD or A$ to Australian currency, and USD
or $ to United States currency.
2. Significant Accounting Policies
Principles of Consolidation
The Consolidated Financial Statements include the accounts of Vista and more-than-50%-owned subsidiaries that it
controls. All significant intercompany balances and transactions have been eliminated. The Consolidated Financial
Statements have been prepared in accordance with U.S. GAAP.
Use of Estimates
The preparation of the Company’s Consolidated Financial Statements requires the Company to make estimates and
assumptions that affect the reported amounts of assets, liabilities, income and expenses during the reporting period. The
more significant areas requiring the use of management estimates and assumptions are: the fair value and accounting
treatment of financial instruments; useful lives of assets for asset depreciation purposes; valuation allowances for
deferred tax assets; the fair value and accounting treatment of stock-based compensation; the provision for
environmental liabilities; and asset impairments. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results will
likely differ from the amounts estimated in these financial statements.
Cash and cash equivalents
Cash and cash equivalents include cash on hand and government securities with original maturities of three months or
less when purchased. Because of the short maturity of these investments, the carrying amounts approximate their fair
values.
Foreign Currency Transactions
Our functional currency is the U.S. dollar. Foreign currency transactions denominated in currency other than the
functional currency are recorded at the approximate rate of exchange at the transaction date and any gains/(losses)
resulting therefrom are recorded in other expense. For each of the years ended December 31, 2018 and 2017, we
recorded insignificant net foreign currency gains/(losses).
Short-term Investments
66
Short-term investments consist of securities with original maturity dates greater than ninety days and less than one year.
These securities are typically United States government treasury bills and/or notes. Short-term investments are recorded
at amortized cost and are classified as debt securities held-to-maturity as the Company has the intention and ability to
hold these instruments until their original maturity date at the time of purchase.
Mineral Properties
Mineral property acquisition costs, including directly related costs, are capitalized when incurred, and mineral property
exploration costs are expensed as incurred. When we determine that a mineral property can be economically developed
in accordance with U.S. GAAP and SEC Industry Guide 7 reserves are established, the costs then incurred to develop
such property will be capitalized. Capitalized costs will be depleted using the units-of-production method over the
estimated life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any
undepleted costs will be charged to loss in that period.
The recoverability of the carrying values of our mineral properties is dependent upon economic reserves being
discovered or developed on the properties, permitting, financing, start-up, and commercial production from, or the
sale/lease of, or other strategic transactions related to these properties. Development and/or start-up of any of these
projects will depend on, among other things, management’s ability to raise sufficient capital for these purposes.
We assess the carrying cost of our mineral properties for impairment whenever information or circumstances indicate the
potential for impairment. This would include events and circumstances such as our inability to obtain all the necessary
permits, changes in the legal status of our mineral properties, government actions, the results of exploration activities
and technical evaluations and changes in economic conditions, including the price of gold and other commodities or
input prices. Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on
an undiscounted basis. If it is determined that the estimated future undiscounted cash flows are less than the carrying
value of the property, a write-down to the estimated fair value will then be reported in our Consolidated Statement of
Income/(Loss) and Comprehensive Income/(Loss) for the period. Where estimates of future net cash flows are not
determinable and where other conditions indicate the potential for impairment, management uses available market
information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair
value.
Impairment
Carrying values of long-lived assets, other than mineral properties, are evaluated for impairment at such time that
information becomes available indicating that the carrying value may not be recoverable. If it is determined that the fair
value is less than the carrying value an impairment charge equal to the difference between the fair value and the carrying
value will be recorded in our Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss).
Stock-Based Compensation
Under our stock option and long-term equity incentive plans, stock incentive options, and until April 2018, restricted
stock units could be granted to executives, employees, consultants and non-employee directors. Compensation expense
for such grants is recorded in the Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss) as a
component of exploration, property evaluation and holding costs and corporate administration, with a corresponding
increase to Common shares in the Consolidated Balance Sheets. The fair values of the options are calculated using the
Black-Scholes option pricing model. The fair value of restricted stock units is based on the closing price of our common
shares on the grant date. The expense is based on the fair values of the grant on the grant date and is recognized over the
vesting period specified for each grant. Forfeitures for all stock-based compensation are recorded when incurred.
Financial Instruments
Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) of the Financial
Accounting Standards Board (“FASB”) requires an entity to maximize the use of observable inputs and minimize the use
67
of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of
independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s
categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value
measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical,
unrestricted assets or liabilities.
Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets;
quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data by correlation or other means.
Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement
and unobservable.
Our financial instruments include cash and cash equivalents, marketable securities, short-term investments, accounts
payable and certain other current assets and liabilities. Due to the short-term nature of our cash and cash equivalents,
short-term investments, accounts payable and certain other current assets and liabilities, we believe that their carrying
amounts approximate fair value. Our marketable securities are classified as available-for-sale. Accordingly, these
securities are carried at fair value, which is based upon quoted market prices in an active market and included in Level 1
of the fair value hierarchy. Our other investments, comprised of Midas Gold Shares, are accounted for using the fair
value option based on quoted market prices in an active market and are included in Level 1 of the fair value hierarchy.
The mill equipment is accounted for using a third-party valuation and is included in Level 3 of the fair value hierarchy.
Recent accounting pronouncements
Leases
In February 2016 the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use (“ROU”)
model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms
longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of
expense recognition in the income statement. The new standard is effective for interim and annual periods beginning
after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating
leases existing at, or entered into, after the beginning of the earliest comparative period presented in the financial
statements, with certain practical expedients available. Based upon our initial review, we expect to recognize additional
operating liabilities of approximately $185 on adoption, with corresponding ROU assets of the same amount, based on
the present value of the remaining lease payments.
Nonemployee Share-Based Payments
The FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718) - Improvements to Nonemployee
Share-Based Payment Accounting. ASU No. 2018-07, supersedes the guidance for equity-based payments to
nonemployees (Topic ASC 505-50). Under the new standard, an entity should treat equity-based payments to
nonemployees the same as stock-based compensation to employees in most cases. The new guidance is effective for
interim and annual periods beginning after December 15, 2018, with early adoption permitted. Effective July 1, 2018,
the Company adopted the new guidance. The Company performed an assessment of the standard and the impacts on the
Company’s Consolidated Financial Statements and disclosures. Based on our analysis, adoption of the standard has not
materially changed the Company’s expense recognition and disclosures.
Revenue Recognition
New FASB guidance issued under ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), as
amended, is effective for interim and annual periods beginning after December 15, 2017. Under ASU No. 2014-09, an
68
entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 also
requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from
customer contracts. This includes significant judgments and changes in judgments and assets recognized from costs
incurred to obtain or fulfill a contract.
Effective January 1, 2018, the Company adopted the new guidance modified retrospectively. The Company performed
an assessment of the revised guidance and the impacts on the Company’s Consolidated Financial Statements and
disclosures. We also evaluated the potential for future variable consideration from option payments, net smelter return
royalties (“NSR”), and other production related payments, and determined that there is no impact to the Company’s
current accounting. The Company determined that the adoption of this guidance will primarily impact the timing of
revenue recognition on certain option agreements based on the Company’s determination of when control is transferred
for accounting purposes. Based on the contracts outstanding as of December 31, 2017, there was no cumulative effect
adjustment required to be recognized at January 1, 2018. Under the Company’s adoption approach, results for reporting
periods beginning after January 1, 2018, will be presented in the Consolidated Financial Statements under the new
guidance, while prior period amounts will not be adjusted and continue to be reported under the guidance in effect for
those periods.
Currently, proceeds received from option agreements are ascribed to recovery of the carrying value of the related project
until the carrying value reaches zero. After that, any additional proceeds received will be recognized as a contract
liability until control has transferred to the buyer or the related contract has terminated. None of the projects which could
provide the Company with future variable consideration are currently in production, and in all cases, we believe there is
low probability of future production from these projects. Accordingly, the Company believes its NSRs and other
production related payments are fully constrained, and the Company did not record a receivable for them. When it
becomes probable that a project which could provide the Company with an NSR or other production related payments
could begin production, the Company will evaluate the accounting treatment at that time.
3. Other Investments
Short-term investments
As of December 31, 2018 and 2017, the amortized cost basis of our short-term investments was $6,997 and $15,144,
respectively. The amortized cost basis approximates fair value at December 31, 2018 and 2017. Short-term investments
at December 31, 2018 and 2017 are comprised of U.S. Government treasury bills and/or notes, all of which have
maturity dates greater than 90 days but less than one year.
Other investments - Midas Gold Shares
Upon initial recognition of its investment in the Midas Gold Shares, Vista elected to apply the fair value option, and as
such, the investment is recorded at fair value in the Consolidated Balance Sheets. Subsequent changes in fair value are
recorded in the Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss) in the period in which
they occur.
The following table summarizes our investment in Midas Gold Shares as at December 31, 2018 and 2017.
Fair value at beginning of period
Gain/(loss) during the period
Fair value at end of period
December 31, 2018 December 31, 2017
4,994
3,746 $
$
(1,248)
1,716
3,746
5,462 $
$
Midas Gold Shares held at the end of the period
7,802,615
7,802,615
69
4. Mineral Properties
Mt Todd, Australia
Guadalupe de los Reyes, Mexico
Guadalupe de los Reyes
At December 31, 2018 At December 31, 2017
2,146
$
325
2,471
2,146
275
2,421
$
$
$
During October 2017, we entered into an agreement (the “Option Agreement”) to option our interest in the Guadalupe de
los Reyes gold and silver project in Sinaloa, Mexico (the “GdlR Project”) to Minera Alamos Inc. and its subsidiary
Minera Alamos de Sonora S.A. de C.V. (“Minera Alamos”).
Pursuant to the terms of the Option Agreement, we granted Minera Alamos an exclusive right and option to earn a 100%
interest in the GdlR Project by:
making payments totaling $6,000 comprised of a payment of $1,500 made at the execution of the Option
Agreement (“Option Grant Date”); two successive payments of $1,500 each to be made at the one-year and
two-year anniversaries of the Option Grant Date; and a final $1,500 payment to be made before the four-year
anniversary of the Option Grant Date;
maintaining the concessions comprising the GdlR Project in good standing;
fulfilling all of our obligations to the Ejido La Tasajera (the “Ejido”) as set out in the temporary occupation
contract between us and the Ejido;
granting us a capped NSR royalty on production from open pit mining (the “Open Pit NSR”) at rates that range
from 1% (at gold prices of $1,400/oz or less) to a maximum of 2% (at gold prices above $1,600/oz) up to an
aggregate of $2,000 in royalty payments;
granting us a perpetual NSR royalty on production from underground mining (the “Underground NSR”) at rates
that range from 1% (at gold prices of $1,400/oz or less) to a maximum of 2% (at gold prices above $1,600/oz);
and
granting us the right to assume a 49% non-carried interest in an underground project if Minera Alamos decides
to develop an underground mine at the GdlR Project (the “Back-in Right”).
The Option Agreement provides that all cash payments are non-refundable and optional to Minera Alamos, and in the
event Minera Alamos fails to pay any of the required amounts as set out in the Option Agreement, or fails to comply
with its other obligations, the Option Agreement will terminate and Minera Alamos will have no interest in the GdlR
Project. Provided it is not in breach of the Option Agreement, Minera Alamos may at its discretion advance the above
payment schedule.
Subject to Minera Alamos timely making all the option payments, and fulfilling its other obligations with respect to the
Option Agreement, we will transfer 100% of the shares of the Company’s 100% owned subsidiary Minera Gold Stake
S.A. de C.V., the entity which owns the GdlR Project, to Minera Alamos and the Open-Pit NSR and Underground NSR
will be granted to us.
If Minera Alamos discovers, and decides to develop, an underground mine at the GdlR Project and we exercise the
Back-in Right, we and Minera Alamos have agreed to form a joint venture to develop and operate the underground mine.
If the joint venture is formed, the Underground NSR will terminate.
In October 2018, the Company agreed to extend the due date for the second $1,500 option payment for the GdlR Project
by six months to April 23, 2019. As consideration for the deferral, the Company received an additional $150 in cash, $50
of which was paid to Vista on October 24, 2018 and $100 of which Minera Alamos was paid on January 23, 2019. In
addition, Minera Alamos agreed to pay interest at a rate of 1.5% per month on the unpaid balance of the $1,500 payment
beginning January 24, 2019.
70
Long Valley
During 2017, we sold our Long Valley unpatented mining claims located in California for consideration, net of
transaction costs, of $358 which was paid at closing; a future payment of $500 one month after the start of commercial
production; a future payment of $500 on or prior to the first anniversary of the start of commercial production; and an
NSR on any future production from said claims at a variable rate between 0.5% and 2.0% depending on the average gold
price realized. This sale resulted in a realized gain of $358.
5. Plant and Equipment
Mt Todd, Australia
Corporate, United States
Used mill equipment, Canada
December 31, 2018
Accumulated
depreciation
December 31, 2017
Accumulated
depreciation
Cost
$ 5,197 $
333
5,500
$ 11,030 $
Net
Cost
5,062
333
—
5,395
$
135 $ 5,646 $
—
5,500
333
6,500
4,591
333
—
$ 5,635 $ 12,479 $
4,924
Net
$ 1,055
—
6,500
$ 7,555
We continue to actively market the used mill equipment, however, we do not classify it as ‘held for sale’ on our
Consolidated Balance Sheets as of December 31, 2018 or 2017 as we do not have reasonable assurance that the mill
equipment will sell within 12 months. We are not currently depreciating the used mill equipment as we continue to
market it and it is not in use. The Company’s efforts to sell its used mill equipment over the past several years have been
unsuccessful. As of December 31, 2018, there are no prospects for an imminent sale of this equipment, and the market
conditions conducive to such a sale are not expected to improve in the near future. Based on an independent valuation
by a qualified third party, and allowing for selling commissions and costs, the Company has recorded a Level 3
impairment charge of $1,000, which has been included in our Consolidated Statements of Income/(Loss) for the year
ended December 31, 2018.
December 31, 2018 cost basis and accumulated depreciation totals have been adjusted for fully depreciated assets which
are no longer in use and have been removed from service. The Company recorded additional depreciation of $695 in
2018 to adjust the net book value of plant and equipment to account for the cumulative effect of immaterial calculation
differences in prior years.
6. Common Shares
Share Issuances
During the years ended December 31, 2018 and 2017 we issued 856,154 and 1,625,399 common shares, respectively, in
connection with the vesting of RSUs and/or stock option exercises.
Warrants
Outstanding warrants are summarized in the following table:
As of December 31, 2016
As of December 31, 2017
As of December 31, 2018
Weighted
average
exercise price
Warrants
outstanding per share
6,514,625 $
6,514,625 $
6,514,625 $
1.92
1.92
1.92
Weighted
average
remaining life
(yrs.)
Intrinsic value
2.6 $
1.6 $
0.6 $
—
—
—
71
Stock-Based Compensation
Under the Company’s stock option plan (the “Plan”), we may grant options to purchase common shares of the Company
(“Common Shares”) to our directors, officers, employees and consultants. The maximum number of our Common
Shares that may be reserved for issuance under the Plan, together with RSUs currently outstanding under the Long-Term
Incentive Plan (“LTIP”), is a variable number equal to 10% of the issued and outstanding Common Shares on a non-
diluted basis at any one time. Options under the Plan are granted from time to time at the discretion of the Board, with
vesting periods and other terms as determined by the Board. Stock-based compensation expense for the years ended
December 31, 2018 and 2017 is as follows:
Stock options
Restricted stock units
Phantom units
$
$
Year Ended December 31,
2017
2018
320
662
982
$
$
23
36
838
874
—
As of December 31, 2018, stock options, RSUs, and phantom units had unrecognized compensation expense of $159,
$210, and $117 respectively, which is expected to be recognized over a weighted average period of 1.1, 0.7, and 1.5
years, respectively.
Stock Options
A summary of option activity under the Plan as of December 31, 2018 and 2017 and changes during the period then
ended is set forth in the following table:
Outstanding - December 31, 2016
Expired
Outstanding - December 31, 2017
Granted
Exercised
Cancelled/Forfeited
Outstanding - December 31, 2018
exercise price
per option
remaining
contractual term
Weighted average Weighted average Aggregate
intrinsic
value
626
—
346
1.79
1.15
$
$
Number of
options
1,544,500
(400,000)
1,144,500 $
1,142,000
(218,600)
(748,751)
1,319,149 $
1.05
2.87
0.42
0.71
0.39
0.36
0.71
36
1
1
3.84
3.23
$
$
Exercisable - December 31, 2018
559,480 $
0.70
72
A summary of our unvested stock options as of December 31, 2018 and 2017 and changes during the period then ended
is set forth in the following table:
Unvested - December 31, 2016
Vested
Unvested - December 31, 2017
Granted
Cancelled/Forfeited
Vested
Unvested - December 31, 2018
Weighted
average
grant-date
fair value
per option
Weighted
average
remaining
amortization
period
(Years)
0.49
0.69
0.22
0.45
0.22
0.45
0.45
1.23
0.99
1.14
Number of
options
296,250
(50,000)
246,250 $
1,142,000
(246,250)
(382,331)
759,669 $
No stock options were granted for the year ended December 31, 2017. The fair value of stock options granted during the
year ended December 31, 2018 to employees, directors and consultants was estimated at the grant date using the Black-
Scholes option pricing model using the following assumptions:
Expected volatility
Risk-free interest rate
Expected life (years)
Dividend yield
Forfeiture assumption
2018
76.2 %
2.7 %
5
0 %
— %
Option pricing models require
the expected price
volatility. Expected price volatility is based on the historical volatility of our common shares. Changes in the subjective
input assumptions can materially affect the fair value estimate. The expected term of the options granted represents the
period of time that the options granted are expected to be outstanding. The risk-free rate for the periods within the
contractual term of the option is based on the U.S. Treasury yield curve in effect at the date of grant.
input of highly subjective assumptions,
including
the
Option Amendment
In July 2018, the Company amended certain 2013 stock option agreements, expiring December 30, 2018 subject to the
potential for a temporary extension under the terms of the Plan, for seven executives and directors (the “Option
Amendment”). The amendment provides each grantee the opportunity to receive a cash buyout of certain vested,
unexercised 2013 options in lieu of exercising the option to purchase shares. This cash buyout is based on the intrinsic
value of each option at the time of the buyout as determined by the Company’s Compensation Committee prior to the
buyout. As a result of this modification, the Company accounted for these options as awards classified as liabilities. The
options were previously accounted for as awards classified as equity. The Company recognized no additional
compensation expense in the year ended December 31, 2018. In December 2018, all options under the Option
Amendment were settled with cash buyouts totaling $61 and the related options were cancelled.
73
Restricted Stock Units
The following table summarizes the RSU activity under the LTIP as of December 31, 2018 and 2017 and changes during
the years then ended:
Unvested - December 31, 2016
Cancelled/forfeited
Vested, net of shares withheld
Granted
Unvested - December 31, 2017
Cancelled/forfeited
Vested, net of shares withheld
Granted
Unvested - December 31, 2018
Weighted average
Number
of RSUs
grant-date fair
value per RSU
2,668,387 $
(441,084)
(1,625,399)
966,003
1,567,907 $
(246,683)
(637,554)
319,000
1,002,670 $
0.49
0.34
0.38
0.82
0.85
0.90
0.88
0.75
0.78
During the years ended December 31, 2018 and 2017, the Company withheld shares equivalent to the value of employee
withholding tax obligations which resulted from RSUs vesting in the period. Shares withheld are considered
cancelled/forfeited.
Under the LTIP, a portion of the RSU awards vest on a fixed future date provided the recipient continues to be affiliated
with Vista on that date. Other RSU awards vest subject to certain performance and market criteria, including the
accomplishment of certain corporate objectives and the Company’s share price performance. Of the unvested RSUs,
approximately 26% could vest based on a fixed future date, approximately 29% and 45% could vest on performance and
market criteria respectively. The vesting period for all RSUs is at least one year. New RSUs will not be granted under
the LTIP until the allocation of such awards is duly approved by the shareholders of the Company.
Phantom Units
Unvested - December 31, 2017
Granted
Unvested - December 31, 2018
Number of
Weighted average
remaining
phantom units
contractual term
—
265,000
265,000
1.50
The Company granted a total of 265,000 phantom units to certain employees during the year ended December 31, 2018.
The value of each unit is equal to the Company’s share price on the vesting date and is payable in cash. The phantom
units vest on fixed future dates provided the recipient continues to be affiliated with Vista on those dates. Unrecognized
compensation expense on these units is based on the Company’s stock price at year end. The Company accounts for
these units as awards classified as liabilities with $23 included in current liabilities as of December 31, 2018. The
Company recognized $23 of compensation expense for these options in the year ended December 31, 2018.
Weighted Average Common Shares
Basic common shares
Effect of dilutive stock-based awards
Diluted common shares
At December 31,
2018
99,738,461
—
99,738,461
2017
98,627,255
—
98,627,255
Stock options to purchase 1,319,149 common shares, unvested RSUs representing 1,002,670 common shares, and
6,514,625 warrants to purchase common shares were outstanding at December 31, 2018 but were not included in the
computation of diluted weighted average common shares outstanding because their effect would have been anti-dilutive.
74
Stock options to purchase 1,144,500 common shares, unvested RSUs representing 1,567,907 common shares, and
6,514,625 warrants to purchase common shares were outstanding at December 31, 2017 but were not included in the
computation of diluted weighted average common shares outstanding because their effect would have been anti-dilutive.
During November 2017, the Company entered into an at-the-market offering agreement (the “ATM Agreement”) with
H. C. Wainwright & Co., LLC (“Wainwright”), under which the Company may, but is not obligated to, issue and sell
shares of the Company’s common stock through Wainwright as sales manager in an at-the-market offering under a
prospectus supplement for aggregate sales proceeds of up to $10,000 (the “ATM Program”). The ATM Agreement will
remain in full force and effect until the earlier of August 31, 2020, or the date that the ATM Agreement is terminated in
accordance with the terms therein. Offers or sales of common shares under the ATM Program will be made only in the
United States and no offers or sales of common shares under the Agreement will be made in Canada. The common stock
will be distributed at the market prices prevailing at the time of sale. As a result, prices of the common stock sold under
the ATM Program may vary during the period of distribution. The ATM Agreement provides that Wainwright will be
entitled to compensation for its services at a commission rate of 2.0% of the gross sales price per share of common stock
sold. The Company reimbursed certain legal expenses of Wainwright totaling $50 and incurred additional accounting,
legal, and regulatory costs of approximately $156 in connection with establishing the ATM Program. Such costs have
been expensed as incurred during 2017. At December 31, 2018 and December 31, 2017 no offers or sales had been
made under the ATM Program.
7. Accumulated Other Comprehensive Income/(Loss)
Accumulated
As of December 31, 2016
Other comprehensive gain due to change in fair market value of marketable
securities during period
As of December 31, 2017
Cumulative adjustment related to Accounting Standard Update 2016-01
As of January 1, 2018
As of December 31, 2018
$
$
$
$
15 $
(17)
(2) $
2
—
—
$
$
Accumulated
other comprehensive
income/(loss)
other comprehensive
income/(loss),
net of tax
14
(14)
—
—
—
8. Commitments and Contingencies
Our exploration and development activities are subject to various laws and regulations governing the protection of the
environment. These laws and regulations are continually changing and are generally becoming more restrictive. As such,
the future expenditures that may be required for compliance with these laws and regulations cannot be predicted. We
conduct our operations to minimize effects on the environment and believe our operations are in compliance with
applicable laws and regulations in all material respects.
Under our agreement with the Jawoyn Association Aboriginal Corporation (the “JAAC”), we must offer the JAAC the
opportunity to establish a joint venture with Vista holding 90% and the JAAC holding a 10% participating interest in Mt
Todd. In addition, the JAAC will be entitled to an annual cash payment, or payment in kind, equal to 1% of the value of
the annual gold production from the current mining licenses, and a 1% NSR on other metals, subject to a minimum
payment of A$50 per year.
75
9. Fair Value Accounting
The following table sets forth the Company’s assets measured at fair value by level within the fair value hierarchy. As
required by accounting guidance, assets are classified in their entirety based on the lowest level of input that is
significant to the fair value measurement.
Fair value at December 31, 2018
Marketable securities
Other investments (Midas Gold Shares)
Used mill equipment (non-recurring)
Marketable securities
Other investments (Midas Gold Shares)
Used mill equipment (non-recurring)
Total
Level 1
$
— $
5,462
5,500
— $
Level 3
—
—
5,500
5,462
—
Fair value at December 31, 2017
Total
Level 1
$
90 $
3,746
6,500
90 $
Level 3
—
—
6,500
3,746
—
Our marketable securities and investment in Midas Gold Shares are classified as Level 1 of the fair value hierarchy as
they are valued at quoted market prices in an active market. Marketable securities are included in other current assets on
the Consolidated Balance Sheets for each period presented.
The mill equipment is classified as Level 3 of the fair value hierarchy as its value at December 31, 2018 and 2017 was
based on an independent third-party valuation. This valuation was based on unobservable inputs obtained by our
valuation specialists and reviewed by the Company. The mill equipment is included in plant and equipment on the
Consolidated Balance Sheets for each period presented.
There were no transfers between levels nor were there any changes in valuation methods in 2017.
10. Supplemental Cash Flow Information and Material Non-Cash Transactions
As of December 31, 2018 and 2017, all of our cash was held in liquid bank deposits and/or government treasury
bills/notes in the Unites States.
There were no significant non-cash transactions for the year ended December 31, 2018 or 2017.
11. Income Taxes
The Company’s U.S. and foreign source income/(loss) is as follows:
U.S.
Canada
Other Foreign
$
$
(646)
(2,288)
(5,780)
(8,714)
Years ended December 31,
2018
2017
$ (2,477)
(2,119)
(7,439)
$ (12,035)
During the years ended December 31, 2018 and 2017, the Company has recognized ‘nil’ current and deferred income
tax expense or benefit in each of the US, Canadian, and other foreign jurisdictions, due to full valuation allowances
within each jurisdiction.
76
Rate Reconciliation
A reconciliation of the combined income taxes at the statutory rates and the Company’s effective income tax benefit is
as follows:
Income taxed at statutory rates
Increase (decrease) in taxes from:
Stock-based compensation
Other adjustments
Adjustment due to capital transactions
Prior year provision to actual adjustments
Change in US tax rate
Differences in tax rates
Effect of foreign exchange
Expiration of NOLs
Change in valuation allowance
Income tax (benefit)/expense
Deferred Taxes
Years ended December 31,
2018
(2,125)
2017
$ (4,212)
$
79
5
(2,867)
—
(339)
(6)
—
5,253
—
$
46
(87)
108
2,487
563
(99)
—
1,194
—
$
Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of
our deferred tax assets and liabilities as at December 31 are as follows:
Deferred income tax assets
Excess tax basis over book basis of property, plant and equipment
Marketable securities
Operating loss carryforwards
Capital loss carryforwards
Other
Total future tax assets
Valuation allowance for future tax assets
Deferred income tax liabilities
Other investments
$
December 31,
2018
2017
7,488
667
34,052
13,276
2,031
57,514
(56,659)
855
$
7,488
771
28,530
13,470
1,848
52,107
(51,406)
701
855
855
701
701
Total Deferred Taxes
$
—
$
—
Valuation Allowance on Canadian and Foreign Tax Assets
We establish a valuation allowance against the future income tax assets if, based on available information, it is more
likely than not that all of the assets will not be realized. The valuation allowance of $56,659 and $51,406 at December
31, 2018 and 2017, respectively, relates mainly to net operating loss carryforwards, in Canada and other foreign tax
jurisdictions, where the utilization of such attributes is not more likely than not. The Company continually assesses both
positive and negative evidence to determine whether it is more likely than not that deferred tax assets can be realized
prior to their expiration.
77
Loss Carryforwards
The Company’s tax loss carryforwards expire as follows:
Noncapital
Canada
U.S.
$
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
— $
—
—
—
—
—
—
—
(1,027)
(847)
(5,245)
(4,022)
(5,032)
(3,806)
(6,397)
(6,076)
(4,420)
(3,729)
(2,799)
(1,916)
(1,664)
— $
—
—
—
—
—
—
—
—
—
(1,287)
(1,719)
(1,970)
(1,827)
(3,407)
(2,323)
(3,098)
(2)
(2,655)
(2,482)
—
Mexico Barbados Total
—
— $
—
—
—
—
(20)
(20)
(6,215)
(31)
(369)
(22)
(4)
(4)
(80)
(6)
(1,730)
(6)
(6)
(853)
—
(6,738)
—
(5,741)
—
(7,002)
—
(5,633)
—
(9,804)
—
(8,399)
—
(7,518)
—
(3,731)
—
(5,454)
—
(4,398)
—
(1,664)
(95) $ (75,353)
— $
—
—
—
(6,184)
(347)
—
(74)
(697)
—
(206)
—
—
—
—
—
—
—
—
—
—
$ (46,980) $ (20,770) $ (7,508) $
Note: U.S. loss carryforwards for tax years beginning in 2018 of $2,395, Canadian capital loss carryforwards of $53,883
and Australian NOLs of $46,600, which do not expire, are not included above.
Accounting for uncertainty in taxes
Accounting Standards Codification Topic 740 guidance requires that the Company evaluate all income tax positions
taken, and recognize a liability for any uncertain tax positions that are not more likely than not to be sustained by the tax
authorities. As of December 31, 2018, the Company believes it has no liability for unrecognized tax positions. If the
Company were to determine there were any uncertain tax positions, the Company would recognize the liability and
related interest and penalties within income tax expense.
Tax statute of limitations
The Company files income tax returns in Canada, U.S. federal and state jurisdictions and other foreign jurisdictions.
There are currently no tax examinations underway for these jurisdictions. Furthermore, the Company is no longer
subject to Canadian tax examinations by the Canadian Revenue Authority for years ended on or before December 31,
2015 or U.S. federal income tax examinations by the Internal Revenue Service for years ended on or before December
31, 2015. Some U.S. state and other foreign jurisdictions are still subject to tax examination for years ended on or before
December 31, 2014.
Although certain tax years are closed under the statute of limitations, tax authorities can still adjust losses being carried
forward into open years.
78
12. Geographic and Segment information
The Company has one reportable operating segment, consisting of evaluation, acquisition, and exploration activities.
We evaluate, acquire, explore and advance gold exploration and potential development projects, which may lead to gold
production or value adding strategic transactions. These activities are currently focused principally in Australia. We
reported no revenues during the years ended December 31, 2018 or 2017. Geographic location of mineral properties and
plant and equipment is provided in Notes 4 and 5, respectively.
13. Provision for Environmental Liability
During 2016, the Province of British Columbia Ministry of Energy and Mines (“MEM”) requested that the Company
prepare and present to MEM a reclamation plan for closure and abandonment of certain mining claims in British
Columbia which the Company had disposed of in 1996. A plan was presented to MEM and we are awaiting a formal
response. Assuming no other potentially responsible parties are identified, we have accrued estimated reclamation and
other related costs, as of December 31, 2018 and 2017 on an undiscounted basis, which have been included in
exploration, property evaluation and holding costs.
14. Subsequent Events
There have been no material events subsequent to December 31, 2018.
79
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures.
At the end of the period covered by this annual report on Form 10-K for the fiscal year ended December 31, 2018, an
evaluation was carried out under the supervision of and with the participation of our management, including the Chief
Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on
that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this annual report, our
disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed by us in
reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in
our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and
CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
Internal Control over Financial Reporting.
Management’s Report on Internal Control over Financial Reporting.
Management’s report on internal control over financial reporting and the attestation report on management’s assessment
are included in “Item 8 Financial Statements and Supplementary Data” herein.
Attestation Report of the Independent Registered Public Accounting Firm.
Plante & Moran, PLLC’s attestation report on our internal control over financial reporting is included as part of “Item 8.
Financial Statements and Supplementary Data” herein.
Changes in Internal Controls.
There has been no change in our internal control over financial reporting during the quarter ended December 31, 2018
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Information concerning our executive officers, directors, Audit Committee, corporate governance, compliance with
Section 16(a) of the Exchange Act and Code of Ethics will be contained in our definitive Proxy Statement, filed pursuant
to Regulation 14A promulgated under the Securities Exchange Act of 1934 for the 2019 Annual Meeting of
Stockholders (the “Proxy Statement”) and is incorporated herein by reference.
80
Code of Business Conduct and Ethics
We have a code of business conduct and ethics (the “Code of Ethics”) that applies to all of our employees, officers and
directors of the Company and its affiliated entities. The Code of Ethics is available on our website at www.vistagold.com
and we will post any amendments to, or waivers from, including an implicit waiver, the Code of Ethics on that website.
ITEM 11. EXECUTIVE COMPENSATION.
Information relating to executive compensation will be contained in the Proxy Statement and is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
Information relating to security ownership of certain beneficial owners of our common shares, our equity compensation
plans and the security ownership of our management will be contained in the Proxy Statement and is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information concerning this item will be contained in the Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Information concerning this item will be contained in the Proxy Statement and is incorporated herein by reference.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
PART IV
Documents Filed as Part of Report
Financial Statements
The following Consolidated Financial Statements of the Company are filed as part of this report:
1. Report of Independent Registered Public Accounting Firm.
2. Consolidated Balance Sheets – At December 31, 2018 and 2017.
3. Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss) – Years ended
December 31, 2018 and 2017.
4. Consolidated Statements of Cash Flows – Years ended December 31, 2018 and 2017.
5. Consolidated Statements of Shareholders’ Equity – Years ended December 31, 2018 and 2017.
6. Notes to Consolidated Financial Statements.
See “Item 8. Financial Statements and Supplementary Data”.
81
Financial Statement Schedules
No other financial statement schedules are filed as part of this report because such schedules are not applicable or the
required information is shown in the Consolidated Financial Statements or notes thereto. See “Item 8. Financial
Statements and Supplementary Data”.
Exhibits
The following exhibits are filed as part of this report:
Exhibit
Number
3.01
Certificate of Continuation, previously filed as Exhibit 3.1 to the Company’s Form 8-K dated June 12,
2013 and incorporated by reference herein (File No. 1-9025)
Description
3.02
Notice of Articles, previously filed as Exhibit 3.2 to the Company’s Form 8-K dated June 12, 2013 and
incorporated herein by reference (File No. 1-9025)
3.03
Articles, previously filed as Exhibit 3.3 to the Company’s Form 8-K dated June 12, 2013 and incorporated
herein by reference (File No. 1-9025)
4.01
Warrant Indenture dated August 8, 2016, previously filed as Exhibit 4.1 to the Company’s Form 8-K dated
August 8, 2016 and incorporated herein by reference (File No. 1-9025)
10.01*
Amended Stock Option Plan of Vista Gold filed as Appendix F to the Company’s Proxy Statement on
March 20, 2015 and incorporated herein by reference (File No. 1-9025)
10.02*
Amended Long Term Equity Incentive Plan of Vista Gold filed as Appendix E to the Company’s Proxy
Statement on March 20, 2015 and incorporated herein by reference (File No. 1-9025)
10.03
Agreement, dated March 1, 2006, among the Northern Territory of Australia, Vista Gold Australia
10.04*
10.05*
Pty. Ltd. and Vista Gold Corp. filed as Exhibit 10.2 to the Company’s Form 8-K, dated February 28, 2006
and incorporated herein by reference (File No. 1-9025)
Amended Employment Agreement of John F. Engele, dated November 1, 2012, previously filed as Exhibit
10.13 to the Company’s Form 10-K dated March 14, 2013 and incorporated herein by reference (File No.
1-9025)
Amended Employment Agreement of Frederick H. Earnest, dated November 1, 2012 previously filed as
Exhibit 10.14 to the Company’s Form 10-K dated March 14, 2013 and incorporated herein by reference
(File No. 1-9025)
10.06*
Amended Employment Agreement of John W. Rozelle, dated November 1, 2012 previously filed as
Exhibit 10.15 to the Company’s Form 10-K dated March 14, 2013 and incorporated herein by reference
(File No. 1-9025)
10.07*
Earnest Amendment Agreement, dated March 12, 2014, previously filed as Exhibit 10.1 to the Company’s
Form 8-K dated March 14, 2014 and incorporated herein by reference (File No. 1-9025)
10.08*
Engele Amendment Agreement, dated March 12, 2014, previously filed as Exhibit 10.2 to the Company’s
Form 8-K dated March 14, 2014 and incorporated herein by reference (File No. 1-9025)
10.09*
Earnest Amendment Agreement dated January 1, 2016, previously filed as Exhibit 10.30 to the Company’s
Form 10-K dated February 26, 2016 and incorporated herein by reference (File No. 1-9025)
10.10*
Engele Amendment Agreement dated January 1, 2016, previously filed as Exhibit 10.31 to the Company’s
Form 10-K dated February 26, 2016 and incorporated herein by reference (File No. 1-9025)
10.11*
Rozelle Amendment Agreement dated January 1, 2016, previously filed as Exhibit 10.32 to the Company’s
Form 10-K dated February 26, 2016 and incorporated herein by reference (File No. 1-9025)
10.12
Option Agreement for the Guadalupe de los Reyes property, previously filed as Exhibit 10.1 to the
Company’s Form 8-K dated October 27, 2017 and incorporated herein by reference (File No. 1-9025)
10.13
At-the-Market Offering Agreement dated November 22, 2017, previously filed as Exhibit 1.1 to the
Company’s Form 8-K dated November 22, 2017 and incorporated herein by reference (File No. 1-9025)
82
21
23.1
23.2
23.3
23.4
23.5
23.6
23.7
23.8
23.9
23.10
23.11
23.12
23.13
23.14
23.15
23.16
23.17
24
31.1
Subsidiaries of the Corporation
Consent of Plante & Moran, PLLC, Denver, Independent Registered Public Accounting Firm
Consent of EKS&H, LLP, Denver, Independent Registered Public Accounting Firm
Consent of Tetra Tech, Inc.
Consent of Dr. Rex Clair Bryan
Consent of Thomas L. Dyer
Consent of Amy L. Hudson
Consent of Deepak Malhotra
Consent of Vicki Scharnhorst
Consent of Chris Johns
Consent of Zvonimir Ponos
Consent of Keith Thompson
Consent of Guy Roemer
Consent of Anthony Clark
Consent of John Rozelle
Consent of Vicki Scharnhorst
Consent of D. Erik Spiller
Consent of Jessica I. Spriet
Powers of Attorney
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of
1934, as amended
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of
1934, as amended
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
101.INS(1) XBRL Instance Document
101.SCH(1) XBRL Taxonomy Extension – Schema
101.CAL(1) XBRL Taxonomy Extension – Calculations
101.DEF(1) XBRL Taxonomy Extension – Definitions
101.LAB(1) XBRL Taxonomy Extension – Labels
101.PRE(1) XBRL Taxonomy Extension – Presentations
* Management Contract or Compensatory Plan
1. Submitted Electronically Herewith. Attached as Exhibit 101 to this report are the following formatted in XBRL
(Extensible Business Reporting Language): (i) Consolidated Statements of Income/(Loss) and Comprehensive
Income/(Loss)for the years ended December 31, 2018 and 2017, (ii) Consolidated Balance Sheets at December 31,
2018 and 2017, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2018 and 2017, and
(iv) Notes to Consolidated Financial Statements.
ITEM 16. FORM 10-K SUMMARY
None.
83
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Dated: February 21, 2018
Dated: February 21, 2018
VISTA GOLD CORP.
(Registrant)
By: /s/ Frederick H. Earnest
Frederick H. Earnest,
Chief Executive Officer
By: /s/ John F. Engele
John F. Engele
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated:
Dated: February 21, 2018
Dated: February 21, 2018
By: /s/ Frederick H. Earnest
Frederick H. Earnest,
Chief Executive Officer
(Principal Executive Officer)
By: /s/ John F. Engele
John F. Engele
Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature
/s/ Frederick H. Earnest
Capacity
Director
Date
February 21, 2018
Director
February 21, 2018
Director
February 21, 2018
Director
February 21, 2018
Director
February 21, 2018
Director
February 21, 2018
Frederick H. Earnest
*
John M. Clark
*
C. Thomas Ogryzlo
*
Tracy Stevenson
*
W. Durand Eppler
*
Michael B. Richings
* By: /s/ Frederick H. Earnest
Frederick H. Earnest, Attorney-in-Fact
Pursuant to Power of Attorney filed as Exhibit 24 herewith.
84