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, 2019
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.)
7961 Shaffer Parkway, Suite 5
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
Common Shares, no par value
Trading Symbol
VGZ
Name of Each Exchange on Which Registered
NYSE American
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large Accelerated Filer Accelerated Filer Non-Accelerated Filer Smaller Reporting Company Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant 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: $76,409,000
The number of shares of the Registrant’s Common Stock outstanding as of February 14, 2020 was 100,698,124.
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 2020 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 MINERAL 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 MINERAL RESERVES
Our technical report entitled “NI 43-101 Technical Report Mt Todd Gold Project 50,000 tpd Preliminary Feasibility
Study Northern Territory, Australia” with an effective date of September 10, 2019 and an issue date of October 7, 2019,
referenced herein, uses the terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” as 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 under SEC Industry Guide 7. “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 preliminary 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 other 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 and investors are
cautioned not to assume that all or any part of the mineralized material will ever be confirmed or converted into SEC
Industry Guide 7 compliant “reserves” that can be economically or legally extracted.
The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for
issuers whose securities are registered with the SEC. These amendments became effective February 25, 2019 (the “SEC
Modernization Rules”) and, following a two-year transition period, the SEC Modernization Rules will replace the
historical property disclosure requirements for mining registrants that are included in SEC Industry Guide 7. The
Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules until its
fiscal year beginning January 1, 2021. Under the SEC Modernization Rules, the definitions of “proven mineral reserves”
and “probable mineral reserves” have been amended to be substantially similar to the corresponding CIM Definition
Standards and the SEC has added definitions to recognize “measured mineral resources”, “indicated mineral resources”
and “inferred mineral resources” which are also substantially similar to the corresponding CIM Definition Standards;
however there are differences in the definitions and standards under the SEC Modernization Rules and the CIM
Definition Standards and therefore once the Company begins reporting under the SEC Modernization Rules there is no
assurance that the Company’s mineral reserve and mineral resource estimates will be the same as those reported under
CIM Definition Standards as contained in the technical report or that the economics for the Mt Todd project estimated in
the technical report will be the same as those estimated in any technical report prepared by the Company under the SEC
Modernization Rules in the future.
1
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.
“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.
“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 a project. The
confidence level of the study will be higher than that of a preliminary 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.
2
“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/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.
“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 are 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” and “measured 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
3
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 preliminary feasibility or feasibility level as appropriate that include application of
mining, 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 generally 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.
“ore sorting” means technology that separates “ore” and “waste” based on physical and/or chemical properties of the
material being sorted.
“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” as defined by NI 43-101 is a study, other than a preliminary feasibility study or
feasibility study, that includes an economic analysis of the potential viability of mineral resources.
“preliminary feasibility study” and “PFS” 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 preliminary 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
4
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.
“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.
5
“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.
“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, all in thousands, unless specified otherwise, except per share, per ton, or per ounce amounts.
METRIC CONVERSION TABLE
To Convert Metric Measurement Units
Hectares
Meters
Kilometers
Tonnes
Liters
Grams
Grams per tonne
To Imperial Measurement Units Multiply by
2.4710
Acres
3.2808
Feet
0.6214
Miles
1.1023
Tons (short)
0.2642
Gallons
0.0322
Ounces (troy)
0.0292
Ounces (troy) per ton (short)
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
6
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, those listed below:
Operations
our belief that the results of the 2019 PFS (as defined below) demonstrate a technically sound project with robust
economics at current gold prices;
our belief that our investments to evaluate, engineer, permit and de-risk the Project have added to the
underlying value of the Project and demonstrate strong development potential;
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;
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 Mt Todd Mine Management Plan will be approved by the Northern Territory
Department of Primary Industries and Resources;
plans and estimates concerning potential Mt Todd 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;
dewatering of the pit will not present any major issues when resuming operations in the Batman pit;
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;
our belief 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 and that our operations are
conducted in material compliance with applicable laws and regulations;
our estimates with respect to historical mine production at Mt Todd;
our expectation that plus 5/8” HPGR crusher product at Mt Todd is harder than the minus 5/8” crushed product
and that the hardness of ore in the Batman deposit is relatively constant;
our expectation that use of HPGR crushers at Mt Todd will produce a product that can be ground more
efficiently and reduce energy requirements as compared to a SAG mill design;
our expectation that ore sorting will improve mill feed grade at Mt Todd by approximately 8%, resulting in run-
of-mine average mill feed grade of 0.91 g Au/t compared to the Batman pit reserve grade of 0.84 g Au/t, and
that total costs for grinding, leaching and tailings handling will be lower than previously estimated;
the expectation that reclamation of the heap leach pad at Mt Todd will include disposal of pad liner and
regrading only as the existing heap leach pad will be left in place and processed through the mill at the end of
mine life; and
our expectation that existing infrastructure at Mt Todd will reduce initial capital expenditure and significantly
reduce capital risk related to infrastructure construction;
7
Business and industry
our belief that our existing working capital will be sufficient to fully fund our currently planned corporate,
project holding, and discretionary programs for more than 12 months;
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;
our expectations related to 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;
Pursuant to the Los Reyes Option Agreement (defined in Item 2: Properties – Guadalupe de los Reyes
Gold/Silver Project, Sinaloa, Mexico), our belief that:
o Prime Mining and Minera Alamos will have no interest in the Guadalupe de los Reyes gold/silver project if
the Option Agreement terminates;
o 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;
o
if we exercise the Back-in Right, we will enter into a joint venture agreement on acceptable terms, if at all;
o we will receive future royalty cancelation payments;
preliminary estimates of the reclamation and other related costs associated with certain mining claims in British
Columbia; and
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 preliminary 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 material assumptions used to
develop the forward-looking statements and forward-looking information included in this annual report on Form 10-K
include: our expectations of metal prices; our forecasts and expected cash flows, our projected capital and operating
8
costs, our expectations regarding mining and metallurgical recoveries, mine life and production rates. 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
preliminary 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 raise sufficient capital on favorable terms or at all to meet the substantial capital investment at Mt.
Todd;
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;
potential challenges to the title to our mineral properties;
opposition to Mt Todd could have a material adverse effect;
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;
9
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;
general economic conditions may have material adverse consequences;
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;
Vista may experience cybersecurity threats;
Vista is subject to anti-bribery and anti-corruption laws; and
Certain directors and officers serve as directors and officers of other companies in the natural resources sector.
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 to be materially different than anticipated, estimated or
intended. There can be no assurance that these forward-looking 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.
10
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 that 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” or the “Project”) in Northern
Territory (“NT”) Australia. Mt Todd is the largest undeveloped gold project in Australia. We have invested substantial
amounts to evaluate, engineer, permit and de-risk the Project. We believe these efforts have added to the underlying
value of the Project and demonstrate strong development potential. In January 2018, the Company announced positive
results of an updated preliminary feasibility study for Mt Todd (the “2018 PFS”). In 2018 and 2019, we continued
additional metallurgical testing that demonstrated improved gold recovery compared to the 2018 PFS. These test results,
other findings and the outcome of an independent benchmarking study were incorporated into an updated preliminary
feasibility study, which was issued in October 2019 (as further described below, the “2019 PFS”). The 2019 PFS
successfully confirmed the efficiency of ore sorting across a broad range of head grades, the natural concentration of
gold in the screen undersize material prior to sorting, the economics of fine grinding and the resulting improved gold
recoveries, and the selection of FLSmidth’s VXP mill as the preferred fine grinding mill.
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
7961 Shaffer Parkway, Suite 5
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
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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, 2020 for each of our subsidiaries is set out below.
Employees
As of December 31, 2019, we had 15 full-time and no part-time employees globally. In addition, we use consultants with
specific skills to assist with various aspects of our corporate affairs, project evaluation, due diligence, corporate
governance and property management.
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 such as earn-in right agreements, option
agreements, leases to third parties, joint venture arrangements, or outright sales of assets. We reported no operating
revenues during the years ended December 31, 2019 and 2018. 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 the 2006 commencement of Vista’s involvement with the Project remains the
responsibility of the NT Government until after we have provided notice to the NT Government that we intend to
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proceed with development and assume rehabilitation liability for 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 necessary financing
for Project construction can be arranged.
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 that
the Company disposed of in 1996. Vista presented a reclamation plan to MEM in April 2017; 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 $240 as of
December 31, 2019.
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 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
aforementioned 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 is 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
environmental impact statement (“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 proposed gold
mine at Mt Todd and authorized the Company to proceed with development, subject to a number of recommendations as
outlined in the assessment report (the “Assessment Report”). The Assessment Report included 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 (“DPIR”).
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, territorial, 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.
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During 2019, none of our project sites had any material non-compliance occurrences with any applicable environmental
regulations. See “Item 1. Business – Reclamation” above.
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
2015
2016
2017
2018
2019
2020 (to February 6, 2020)
Data Source: www.kitco.com
Available Information
High
1,296
1,366
1,346
1,355
1,546
1,584
Low
1,049
1,077
1,151
1,178
1,270
1,527
Average
1,160
1,251
1,257
1,269
1,393
1,561
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 not material 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 economic 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. The results of our feasibility study may
not be as favorable as the results of our prefeasibility studies. There can be no assurance that the mining and
14
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 such feasibility study.
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 and/or
secure a development partner on satisfactory terms, if at all, will depend on several factors, including a favorable
feasibility study, acquisition of the requisite permits, macroeconomic conditions, and future gold prices. Uncontrollable
factors or other factors such as lower gold prices, unanticipated operating or permitting challenges, perception of
environmental impact or, illiquidity in the debt markets or equity markets, could impede our ability to finance Mt Todd
on acceptable terms, or 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 notice to the NT Government of our intention to take over and assume the
management, operation and rehabilitation of Mt Todd. At such time, we will be required to provide a bond or other
surety in a form and amount satisfactory to the NT Government (in whose jurisdiction Mt Todd is located) that would
cover the prospective expense to reclaim 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 would have no reserves under SEC Industry Guide 7 and NI
43-101, which could result in an impairment of the carrying value of the Project.
There may be other delays in the construction of Mt Todd.
Delays in commencing construction could result from factors such as availability and performance of engineering and
construction contractors, suppliers, consultants, and employees; availability of required equipment; and availability of
capital. Any delay in performance by any one or more of the contractors, suppliers, consultants, employees 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.
Capital and operating costs at mining operations 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 cost of capital, tax and royalty regimes, trade tariffs, the global cost of mining and
processing equipment, commodity prices, foreign exchange rates, fuel, electricity, operating supplies and appropriately
skilled labor. These costs are at times subject to volatile price movements, including increases that could make future
development and production at Mt Todd less profitable or uneconomic. This could have a material adverse effect on our
business prospects, results of operations, cash flows and financial condition.
15
We cannot be assured that we will have an adequate water supply for mining operations at Mt Todd.
Water at Mt Todd is expected to be provided from a fresh water reservoir that is fed by seasonal rains. Insufficient
rainfall, or drought-like conditions in the area feeding the reservoir could limit or extinguish this water supply. Sufficient
water resources may not be available, resulting in curtailment or stoppage of operations until the water supply is
replenished. This could have a material adverse effect on our business prospects, results of operations, cash flows and
financial condition.
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, the courts 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 business
prospects, results of operations, cash flows, financial condition 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”), who 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 reasons, 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 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 numerous
exploration projects in many 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
16
could negatively affect our business prospects, financial condition and cash flows, results of operations, 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 reduce or lose 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.
Opposition to Mt Todd could have a material adverse effect.
There is generally an increasing level of public concern relating to extractive industries. Opposition to extractive
industries, or our development and operating plans at Mt Todd specifically, could have adverse effects on our reputation
and support from other stakeholders. As a result, we may be unable to attract a partner, secure adequate financing or
complete other activities necessary to continue our planned activities. Any resulting delays or an inability to develop and
operate Mt Todd as planned could have a material adverse effect on our business prospects, results of operations, cash
flows, financial condition and corporate reputation.
Our exploration and development activities, strategic transactions, or any acquisition activities may not be
commercially successful and could fail to lead to gold production or fail to add value.
Substantial expenditures are required to acquire gold properties, establish mineral reserves through drilling and analysis,
develop metallurgical processes to extract metal from the ore and 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, discovered or established will be in sufficient quantities or at sufficient grades to justify commercial
operations, attract a strategic partner or 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 continually 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 conditions 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;
17
reduce our existing estimated mineral resources and reserves by removing material from these estimates that
could not be economically processed at lower gold prices;
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.
General economic conditions may have material adverse consequences.
General economic conditions and financial market turmoil may arise from many sources. These conditions could
potentially impact the natural resource sector and Vista. This could include contraction in credit markets resulting in
widening of credit risk, imposition of trade tariffs among various countries, devaluations, high volatility in global equity,
commodity, foreign exchange and gold markets, and a lack of market liquidity. These and other factors could have a
material adverse effect on our business prospects, results of operations, cash flows and financial condition.
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 the common shares in the capital of the Company (the
“Common Shares”) 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.
We have a history of losses, and we do not expect to generate earnings from operations or pay dividends in the near
term, if at all.
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 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, if at
all.
We may be unable to raise additional capital on favorable terms, or 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, acquire attractive gold projects, and/or continue our
business, we will have to secure a development partner or otherwise source sufficient equity and debt capital, raise
additional funds from the sale of non-core assets and / or seek additional sources of capital from other external sources.
There can be no assurance that we will be successful in raising additional capital on acceptable terms. If we cannot raise
sufficient additional capital, we may be required to substantially reduce or cease operations, any of which may affect our
ability to continue as a going concern.
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
18
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
companies with greater financial and technical resources than ours. We compete with other companies for attractive
mining properties, for capital, for equipment and supplies, for outside services and for qualified managerial and technical
employees. Access to financing, equipment, supplies, skilled labor and other resources may also be affected by
competition from non-mining related commercial sectors. 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 business prospects, results of
operations, cash flows and financial condition.
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 to limit or not 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 adequately, or at all, could result in significant losses
that could materially adversely affect our financial condition and our ability to fund our business.
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 Shares, regardless of our actual
operating performance. Factors that could cause fluctuation in the price of our Common Shares 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 Shares, 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.
19
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. 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 up to
and including the taxable year ended December 31, 2019, 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 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.
The Company may experience cybersecurity threats.
Vista relies on secure and adequate operations of information technology systems in the conduct of its operations.
Access to and security of the information technology systems are critical to Vista’s operations. To Vista’s knowledge, it
has not experienced any material losses relating to disruptions to its information technology systems. Vista has
implemented ongoing policies, controls and practices to manage and safeguard Vista and its stakeholders from internal
and external cybersecurity threats and to comply with changing legal requirements and industry practice. Given that
cyber risks cannot be fully mitigated and the evolving nature of these threats, Vista cannot assure that its information
technology systems are fully protected from cybercrime or that the systems will not be inadvertently compromised, or
without failures or defects. Potential disruptions to Vista’s information technology systems, including, without
limitation, security breaches, power loss, theft, computer viruses, cyber-attacks, natural disasters, and noncompliance by
third party service providers and inadequate levels of cybersecurity expertise and safeguards of third party information
technology service providers, may adversely affect the operations of Vista as well as present significant costs and risks
including, without limitation, loss or disclosure of confidential, proprietary, personal or sensitive information and third
party data, material adverse effect on its financial performance, compliance with its contractual obligations, compliance
with applicable laws, damaged reputation, remediation costs, potential litigation, regulatory enforcement proceedings
and heightened regulatory scrutiny.
20
The Company is subject to anti-bribery and anti-corruption laws.
Vista’s operations are governed by, and involve interactions with, many levels of government in numerous countries.
Vista is required to comply with anti-corruption and anti-bribery laws in the countries in which we conduct our business.
In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties
under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and
anti-bribery laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its
contractors and third-party agents. Although we have adopted internal control policies to mitigate such risks, there can
be no assurance that our internal control policies and procedures always will protect us from recklessness, fraudulent
behavior, dishonesty or other inappropriate acts committed by our affiliates, employees or agents and such measures
may not always be effective in ensuring that we, our employees, contractors or third-party agents will comply strictly
with such laws. If we find ourselves subject to an enforcement action or are found to be in violation of such laws, this
could lead to civil and criminal fines and penalties, litigation, and loss of operating licenses or permits, resulting in a
material adverse effect on our reputation and results of operations.
Certain directors and officers may serve as directors and officers of other companies in the natural resources sector.
While there are no known existing or potential conflicts of interest between Vista and any of its directors or officers,
certain of the directors and officers may serve as directors and officers of other natural resource companies and therefore
it is possible that a conflict may arise between their duties as a director or officer of Vista and their duties as a director or
officer of such other companies. The directors and officers of Vista are aware of the existence of laws governing
accountability of directors and officers for corporate opportunity and disclosure of conflicts of interest. Should any
director or officer breach the duties imposed upon them by applicable laws, such actions or inactions could have a
material adverse effect on our business prospects, results of operations, cash flows, financial condition and corporate
reputation.
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 a mineral deposit may differ materially from the
estimates as additional data are developed or interpretations change.
Estimated mineral reserves and mineral resources may be materially affected by other factors.
In addition to uncertainties inherent in estimating mineral reserves and mineral resources, other factors may adversely
affect estimated mineral reserves and mineral resources. Such factors may include but are not limited to metallurgical,
environmental, permitting, legal, title, taxation, socio-economic, marketing, political, gold prices, and capital and
operating costs. Any of these or other adverse factors may reduce or eliminate estimated mineral reserves and mineral
resources and could have a material adverse effect on our business prospects, results of operations, cash flows, financial
condition and corporate reputation.
Feasibility studies are estimates only and subject to uncertainty.
Feasibility studies are used to determine the economic viability of an ore deposit, as are preliminary 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 preliminary 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
21
estimates. Results of subsequent Mt. Todd prefeasibility or final feasibility studies may be less favorable than the current
study.
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 business
prospects, results of operations, cash flows, financial condition and corporate reputation.
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
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.
22
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 Mt Todd or other future
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 in the reports it files with the SEC. 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 prepared in accordance with both reporting standards. Further, while the Company currently
utilized 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 property report. All these changes to the Company’s reporting requirements could result
in increased compliance costs.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
23
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 and thousands, 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
Canadian rules, estimates of inferred mineral resources may not form the basis of a feasibility study or
preliminary 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.
24
Mt Todd Gold Project, Northern Territory, Australia
Current Technical Report
The 2019 PFS for Mt Todd pursuant to NI 43-101 was filed on SEDAR on October 7, 2019 and furnished on EDGAR
on October 15, 2019 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 September 10, 2019 and an issue date of
October 7, 2019 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., Deepak Malhotra, Ph.D., Zvon Ponos, BE, MIEAust, CPeng, NER, Guy
Roemer, P.E., Vicki J. Scharnhorst, P.E., LEED AP, Jessica I. (Spriet) Monasterio, 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 2019 PFS and readers should consult the 2019
PFS to obtain further particulars regarding Mt Todd. The 2019 PFS is available for review under our profile at
www.sedar.com and www.sec.gov. The 2019 PFS is not incorporated by reference into this annual report on Form 10-K.
Certain capitalized terms in this section not otherwise defined have the meanings ascribed to them in the 2019 PFS.
Preliminary Feasibility Study Results: Base Case
The 2019 PFS successfully confirmed the efficiency of ore sorting across a broad range of head grades, the natural
concentration of gold in the screen undersize material prior to sorting, the efficiency of fine grinding and the resulting
improved gold recoveries at a final grind size of P80 40 µm, and the selection of FLSmidth’s VXP mill as the preferred fine
grinding mill. The 2019 PFS incorporates these changes and 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 Alternate Case as presented in the 2019 PFS supersedes a
similar alternate case presented in the 2018 PFS. The 2019 Alternate Case is not deemed material in light of the superior
economics demonstrated by the 2019 Base Case.
The Base Case (50,000 tpd) includes:
Estimated proven and probable mineral 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)(2);
Average annual production of 413,400 ounces of gold over the mine life, including average annual
production of 495,100 ounces of gold per year during the first five years of operations excluding ramp-up
and commissioning;
Life of Mine average cash costs of $645 per ounce, including average cash costs of $575 per ounce during
the first five years of operations (excluding ramp-up and commissioning);
A 13-year operating life;
After-tax NPV5% of $823 million and internal rate of return (“IRR”) of 23.4% at a price of $1,350 per
ounce of gold and a AUD:USD exchange rate of 0.70, and
Initial capital requirements of $826 million.
(1) Cautionary note to investors: Proven and probable mineral reserves are estimated in accordance with NI 43-101 and do not
constitute SEC Industry Guide 7 compliant reserves. See the section heading “Cautionary Note to Investors Regarding Estimates
of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves” above.
(2) See “Mineral Resources and Mineral Reserve Estimates” in this annual report on Form 10-K for additional information.
25
Base Case Presented in 2019 PFS
Highlights of the Base Case are presented in the table below:
Average Milled Grade (g Au/t)
Payable Gold Annual Average (000's ozs)
Payable Gold Total (000's ozs)
Gold Recovery
Cash Costs ($/oz)(2)
AISC ($/oz)(2)
Strip Ratio (waste:ore)
Initial Capital ($ millions)
After-tax NPV 5% ($ millions)
After-tax IRR
After-tax Payback (Production Years)
Years 1-5
0.96
495
2,476
92.3 %
$ 575
$ 688
2.65
Life of Mine (13 years)
0.82
413
5,305
91.9 %
645
746
2.52
826
823
23.4 %
2.9
$
$
$
$
(1) Table economics presented using $1,350/oz gold and a flat $0.70 : A$1.00 exchange rate and assumes deferral of certain
Northern Territory tax obligations as well as realization of equipment salvage values at the end of the mine life.
(2) Cash Costs per ounce and All in Sustaining Costs (“AISC”) per ounce are non-U.S. GAAP financial measures; see the Non-
U.S. GAAP Financial Measures section below for additional disclosure.
The following chart presents the Base Case annual cash flow:
26
The following table provides additional details of the Base Case economics at variable gold price and foreign exchange
assumptions:
Foreign
Exchange
($/A$)
0.60
0.65
0.70
0.75
0.80
$1,200
$1,300
Gold Price
$1,350
$1,400
$1,500
IRR
21.6%
19.2%
16.9%
14.7%
12.6%
NPV5%
$687
$604
$525
$440
$355
IRR
26.3%
23.7%
21.2%
18.9%
16.8%
NPV5%
$895
$807
$718
$636
$557
IRR
28.4%
25.8%
23.4%
20.9%
18.8%
NPV5%
$994
$911
$823
$734
$652
IRR
30.5%
27.9%
25.4%
23.1%
20.7%
NPV5%
$1,094
$1,011
$928
$839
$750
IRR
34.7%
32.0%
29.4%
27.0%
24.7%
NPV5%
$1,296
$1,209
$1,126
$1,043
$954
Key capital expenditures for Base Case initial and sustaining capital requirements are:
Capital Expenditures ($ 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
$
$
$
$
Sustaining
Capital
406
17
72
—
—
—
—
40
536
(140)
397 (1)
75 (1)
121 $
367
109
26
18
82
16
87
826 $
—
826 $
156 $
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.
(1) Net of asset sales.
The Base Case 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 2019 PFS assumes we will continue to generate ~20MW of
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.
27
The following table presents a breakdown of Base Case operating costs.
Operating Cost
Mining
Processing
Site General and Administrative
Jawoyn Royalty(1)
Water Treatment
Tailings Management
Refining Costs(1)
Power Credit
Total Cash Costs(2)
First 5 Years
Per tonne
Life of Mine Cost
Per tonne
processed Per ounce processed Per ounce
$ 234 $ 6.02
$ 6.51
7.88
7.82
1.11
1.07
0.32
0.38
0.08
0.07
0.07
0.08
0.08
0.09
— (0.10)
$ 575 $ 15.48
$ 251
328
46
14
4
3
3
(4)
$ 645
281
39
14
2
3
3
$ 16.01
—
(1) Jawoyn Royalty and refining costs calculated at $1,350 per ounce gold. May not add due to rounding.
(2) Total Cash Costs is a non-U.S. GAAP financial measure; see the Non-U.S. GAAP Financial Measures section below for
additional disclosure.
The life of mine production schedule contemplates 221.0 million tonnes of ore containing an estimated 5.85 million
ounces of gold at an average grade of 0.82 g Au/t to be processed over a 13-year operating life of the Project. Total
recovered gold is expected to be 5.3 million ounces. Average annual gold production over the life of the Project is
expected to be 413,400 ounces, averaging 495,100 ounces during the first five years of commercial operations.
Commercial production is anticipated to begin after two years of construction and six months of commissioning and
ramp-up.
The following table highlights the Base Case production schedule:
Feed
Contained Mill
Ore Mined Waste
Years
(1)
1
2
3
4
5
6
7
8
9
10
11
12
13
Total
(kt)
2,859
16,138
15,613
24,495
15,586
29,852
8,984
7,178
13,482
18,750
28,653
25,970
127
—
207,687
mined (kt)
8,802
10,498
47,536
32,880
76,531
58,085
87,011
68,218
56,598
42,935
29,747
4,148
—
—
522,990
(kt)
Au/t
(W:O)
3.08
0.65
3.04
1.34
4.91
1.95
9.69
9.50
4.20
2.29
1.04
0.16
Strip Ratio Milled Ore Grade (g Ounces
(kozs)
—
469
482
593
399
629
446
298
297
397
528
674
371
265
5,848
—
12,461
17,750
17,799
17,750
17,750
17,750
17,799
15,129
17,750
17,750
17,799
— 17,750
— 15,805
221,041
—
1.17
0.85
1.04
0.70
1.10
0.78
0.52
0.61
0.70
0.93
1.18
0.65
0.52
0.82
2.52
Production
(kozs)
—
430
438
541
360
574
404
264
266
358
481
618
334
237
5,305
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
28
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.
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.
Gold mineralization in the Batman deposit occurs in sheeted veins within silicified 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 Mt Todd Base Case is designed to be a 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 comminution circuit consisting of
large-scale equipment, including: a gyratory crusher, cone crushers, high pressure grinding roll (“HPGR”) crushers
followed by X-ray transmission (“XRT”) and laser sorting, and primary ball mills, followed by VXP Mills, 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 remains the responsibility of the NT Government until
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 plan to give such notice until a production decision has been made, the Project
is fully permitted to construct the mine, and the necessary construction financing 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.
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.
29
30
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
163
1,699
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
Centered at
approximately
164000E,
8430550N
May 3, 2011
May 2, 2021
September 16,
2013
September 15,
2021
September 16,
2013
September 15,
2021
May 3, 2016
May 2, 2022
November 21,
2019
November 20,
2025
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$)
12
(due May 2)
36
(due September
16)
41
(due September
16)
3
(due May 2)
2
(due November
21)
94
206
144
25
May 14
130
May 14
77
May 14
25
May 14
Dec 19
25
282
282
197
Mineral Licenses
MLN 1070
MLN 1071
MLN 1127
MLN 31525
Subtotals
Exploration Licenses
EL 28321
EL29882
EL29886
EL30898
EL32004
Subtotals
Totals A$
Totals US$ (exchange rate of A$1.00 = $0.70 on December 31, 2019
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 to the DPIR 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
31
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.
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 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.
32
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.
(“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 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 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. This, combined with 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.
33
In March 2006, Vista acquired the concession rights from the Deed Administrators, surface rights from the JAAC and
entered into 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,
granitites, 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 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
34
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.
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
2019 PFS results.
Exploration Sampling summary:
Year
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Soils
0
1,333
3,135
1,925
2,312
572
2,601
841
241
1,098
341
0
Rock Chips
164
45
224
79
295
51
143
53
27
78
132
52
Exploration Potential for MLs
Total Samples
14,399
1,343
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 2019 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, 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
35
the section heading “Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources
and Proven and Probable Mineral Reserves” above.
Batman Deposit Drilling
The Batman deposit resource drillhole database consists of both pre-Vista and Vista drill holes. All of the Vista resource
drill holes are HQ-size core holes. Vista has drilled a total of 92 HQ diamond drill holes totaling 58,863 meters. All of
the Vista diamond drill core samples were sawn into half splits for assaying purposes.
The pre-2007 exploration database (pre-Vista) consists of 743 drill holes, of which 226 are diamond drill holes and 517
are percussion drill holes. These drill holes total approximately 98,000 meters. The diamond core was a combination of
NQ and HQ sizes, with the NQ core being sawed into half splits and the HQ core being sawed into quarter splits.
There has been no additional resource drilling since the issuance of the 2018 PFS. The 2019 PFS utilizes the same
resource model as the 2018 PFS.
Sampling, Analysis and Data Verification
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;
36
Each core tray was photographed and restacked on pallets pending sample cutting and stored on site
indefinitely; and
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 sample preparation, analyses, and check assays:
Assay and Preparation Laboratories
Laboratory
Address
Purpose
Abbreviation
Certifications
ALS | Minerals
31 Denninup Way
Malaga, WA 6090
Main assay
analyses
ALS
ALS | Minerals
13 Price St
Alice Springs, NT 0870
Sample
Preparation
ALS
Alice Springs
ISO:9001:2008
and ISO 17025
Certified
ISO 9001:2008
and ISO 17025
Certified
Genalysis Laboratory
Services (Intertek Group)
15 Davison St
Maddington, WA 6109
Check Analyses Genalysis
Unable to verify
North Australian
Laboratories Pty Ltd
(“NAL”)
NT Environmental
Laboratories (Intertek
Group)
MLN 792 Eleanor Rd
Pine Creek, NT 0847
Alternative
assay analyses
NAL
ISO 17025
Certified
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 each of the above listed analytical testing entities, other than the engagement of said
entities as a service provider.
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.
37
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
Grade
(000s)
(gAu/t)
72,672 0.88 2,057
135,015 0.82 3,559 13,354
—
0.54
207,687 0.84 5,616 13,354 0.54
Tonnes
(000s)
—
Proven
Probable
Total
Grade
(g Au/t)
Contained
Ounces
(000s)
Tonnes Grade
(g/t)
(000s)
—
—
—
—
—
—
Contained
Ounces
(000s)
Grade
(g Au/t)
Tonnes
(000s)
—
72,672 0.88
— 148,369 0.79
— 221,041 0.82
Contained
Ounces
(000s)
2,057
3,791
5,848
—
232
232
Contained
Ounces
(000s)
Batman mineral 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 Resources Base Case (50,000 tpd)
Batman Deposit
Heap Leach Pad
Quigleys Deposit
Total
Tonnes
(000s)
Grade
(gAu/t)
Contained
Ounces
(000s)
Tonnes
(000s)
Contained
Grade Ounces
(000s)
(g Au/t)
Tonnes
(000s)
Grade
(g/t)
Contained
Ounces
(000s)
Tonnes
(000s)
Grade
(g Au/t)
Measured
77,725
Indicated 200,112
277,837
Total
61,323
Inferred
0.88
0.80
0.82
0.72
2,191
5,169 13,354
7,360 13,354
—
1,421
— —
0.54
0.54
—
—
232
232
—
457
5,743
6,200
1,600
1.27
1.12
1.13
0.84
78,182 0.88
19
207 219,209 0.80
225 297,391 0.82
62,923 0.72
43
Contained
Ounces
(000s)
2,210
5,608
7,818
1,464
Note: Measured and indicated resources include proven and probable mineral reserves. Batman and Quigleys mineral 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.
38
Cautionary note to investors: Proven and probable mineral 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 Mineral Reserves”
above. Furthermore, a number of risk factors may adversely affect estimated mineral reserves and mineral resources,
any of which may result in a reduction or elimination of reported mineral reserves and mineral resources. See “Item
1A. Risk Factors.”
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 drill/blast/load/haul
operation. The truck and shovel method provides reasonable cost benefits and selectivity for this type of deposit.
39
Mineral Processing
The flowsheet consists of open-circuit 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.
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 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, 2018, and 2019, 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 ore sorter feed (plus 5/8” screened HPGR crusher product) was higher than the composite
samples prepared from the minus 5/8” screened HPGR crusher product. 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 prepared from the minus 5/8” HPGR
crusher product, as well as the XRT ore sorting products that are returned to the HPGR crushers.
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 gyratory crusher and two 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 40 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.
Ore Sorting
The bulk ore 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 plus 5/8” at the facilities
of Thyssen Krupp Industries near Dusseldorf, Germany. The plus 5/8” material was sent to the test facility of Tomra
Sorting Solutions 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
(minus 5/8” HPGR crushed, XRT product, laser product and sorting reject) was sent to the metallurgical laboratory of
Resource Development Inc. in Wheat Ridge, 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
41
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 Batman Pit mineral reserve grade of 0.84 g Au/t.
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 ore sorting to reduce the leach tonnage by approximately 10% and finer grinding to P80 of 40 µm
yields an increase in recovery to ~91.9% net of solution losses.
A total of 71 additional leach tests were completed using the above mentioned two-staged grinding to confirm our
resulting leach recoveries of 91.9%, net of solution losses. This test work has also confirmed a cyanide consumption rate
of 0.88 kg per tonne.
Our recovery plant design utilizing a conventional, industry-proven, CIP circuit remains unchanged.
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 from 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.
A total of 16 tests were completed on composites taken from 11 of the heap leach pad drill holes. The samples were
ground to the size of P80 of 40 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 ranged between 71 and 91% with the average being 82.2%for this
material when processed through the CIP plant.
The 2019 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 is expected to reduce the scope of reclamation of the heap leach pad to the pad liner and
regrading 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 cost 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 approval, which is the operating permit that sets out how mine operating
strategy will be implemented throughout the mine life in compliance with the EIS and EPBC requirements. The MMP is
currently under review by the DPIR.
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 an approved 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. The existing Batman pit has the capacity to contain approximately 11.5 gigaliters of water. At the end of
December 2019, the pit only contains 3.3 gigaliters of water due to previous dewatering operations. Under normal wet
season discharge conditions, we are able to discharge approximately 2.5 gigaliters of water. Accordingly, we expect that
dewatering of the pit will not present any major issues when resuming operations in the Batman pit.
2019 Program Results
In January 2019, we announced the results of ore sorting tests on high-grade samples. These tests demonstrated the
efficiency of using ore sorting across a wider range of feed grades. Specifically, the results demonstrated a natural
concentration of gold in the fine fraction of the HPGR crusher product and lower gold losses from sorting high grade ore
compared to sorting average or low grade ore.
Subsequent metallurgical testing was completed to evaluate the optimal grind size. Testing was completed to evaluate
the efficiency of, and determine operating parameters for the IsaMill and VXP mill across a range of final grind sizes.
Grinding test products were leached to provide additional data about the relationship between grind size and gold
recovery. The test program demonstrated that in our proposed application, the VXP mills could be expected to consume
less power. These results formed the basis for updated designs in the process plant and improved gold recoveries.
In September 2019, we announced the results of an updated preliminary feasibility study. This study incorporated the
metallurgical test results and process area design changes, a gold price of US$1,350 per ounce, and a foreign exchange
rate of US$0.70 per AUD.
2020 Plans
Our 2020 plans will leverage the 2019 PFS to further advance the Project and demonstrate that Mt Todd is poised to
become a major Australian gold producer. Among our priorities is to secure a development partner for Mt Todd. We also
intend to continue de-risking and enhancing the value of Mt Todd in a cost-effective manner. This includes working with
the DPIR to gain approval of the MMP, continuing productive engagement with the JAAC and maintaining our
environmental stewardship programs. We expect to incur approximately $2,800 during 2020 for these activities and
other fixed costs associated with Mt Todd. Other discretionary programs consistent with these 2020 plans may also be
undertaken, but no budgeted amounts have been determined at this time.
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 (“Los Reyes”) to Minera Alamos Inc. and its subsidiary Minera
44
Alamos de Sonora S.A. de C.V. (“Minera Alamos”). In June 2019, the Option Agreement was assigned from Minera
Alamos to ePower Metals Inc. by way of an assignment agreement (the “Assignment Agreement”), with our consent.
ePower Metals Inc. subsequently changed its name to Prime Mining Corporation (“Prime Mining”). The Assignment
Agreement provides that in certain circumstances, the rights under the Option Agreement will revert from Prime Mining
to Minera Alamos.
Pursuant to the terms of the Option Agreement and the Assignment Agreement, we granted Minera Alamos or Prime
Mining, as applicable, (the “Optionholder”) an exclusive right and option right to earn a 100% interest in the Los Reyes
project by:
making payments totaling $6,000, comprised of a payment of $1,500 made at the execution of the Option
Agreement (the “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 Los Reyes project in good standing;
fulfilling all 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 net smelter return royalty (“NSR”) 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 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 the Optionholder decides
to develop an underground mine at the Los Reyes project (the “Back-in Right”).
The Option Agreement provides that all cash payments are non-refundable and optional to the Optionholder, and in the
event the Optionholder 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 the Optionholder will have no interest in the Los
Reyes project. Provided it is not in breach of the Option Agreement, the Optionholder may, at its discretion, accelerate
the above payment schedule.
Subject to the Optionholder 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 Los Reyes project, to the Optionholder and the Open-Pit NSR and Underground
NSR will be granted to us.
If the Optionholder discovers and decides to develop an underground mine at the Los Reyes project and we exercise the
Back-in Right, we and the Optionholder 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 under the Los Reyes
Option Agreement by six months to April 23, 2019, at which time the payment was made. As consideration for the
deferral, the Company received an additional $150 in cash, $50 paid on October 24, 2018 and $100 paid on January 23,
2019. In addition, the Optionholder paid interest of $67 at a rate of 1.5% per month on the unpaid balance of the $1,500
payment beginning January 24, 2019. The third $1,500 option payment was received in October 2019.
Guadalupe de los Reyes is without known mineral reserves under SEC Industry Guide 7 or NI 43-101 and the Company
does not consider it a material mineral property at the time of this report.
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
45
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, 2019, 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.
Market and Trading Symbol of Common Shares
The Common Shares of Vista Gold are listed on the NYSE American under the trading symbol “VGZ”. On February 6,
2020, the last reported sale price of the Common Shares of Vista on the NYSE American was $0.67, there were
100,698,124 Common Shares issued and outstanding, and we had approximately 244 registered shareholders of record.
Dividends
We have never paid cash dividends. The declaration and payment of future dividends, if any, will be determined by our
Board and will depend on our earnings, financial condition, future cash requirements and other relevant factors.
46
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, 2019.
The Company’s equity compensation plans as of December 31, 2019 were the Stock Option Plan, the Long-Term
Incentive Plan (“LTIP”), and the Deferred Share Unit Plan (“DSU Plan”). Equity compensation under these plans has
been granted to directors, officers, employees and consultants of the Company, as applicable.
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)
3,294,301
N/A
3,294,301
0.32
N/A
0.32
6,775,511
N/A
6,775,511
Plan Category
Equity compensation
plans approved by
securityholders
Equity compensation
plans not approved by
securityholders
Total
As of December 31, 2019, 1,491,301 restricted share units (“RSUs”) are outstanding under the LTIP, 366,000 deferred
share units (“DSUs”) are outstanding under the DSU Plan, and 1,437,000 options are outstanding under the Stock Option
Plan to acquire an aggregate of 3,294,301 Common Shares.
See Note 6 to our consolidated financial statements contained in “Part II. Item 8. Financial Statements and
Supplementary Data” 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) 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.
Unregistered Sales of Equity Securities
None.
Repurchase of Securities
During 2019, neither Vista nor any affiliate of Vista repurchased Common Shares of Vista registered under Section 12 of
the Exchange Act.
49
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, 2019 and 2018, 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, unless specified otherwise, except per share
amounts. 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” or the “Project”) 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. Vista has completed additional metallurgical testing,
including ongoing fine grinding evaluations, which demonstrate further improvements in gold recovery. In September
2019, the Company announced the results of an updated preliminary feasibility study. With these important milestones and
subsequent project improvements complete, Vista is in a better position to identify and pursue a development partner that
may provide the best opportunity for shareholders to realize fair value for Mt Todd. This also positions us to continue de-
risking and enhancing the value of Mt Todd in a cost-effective manner. We also hold 6.9 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
Consolidated net loss for the year ended December 31, 2019 was $9,386, or $0.09 per common share in the capital of
Vista (each, a “Common Share”). Consolidated net loss and comprehensive loss for the year ended December 31, 2018
was $8,714 or $0.09 per Common Share. The principal components of our 2019 net loss and these year-over-year
changes are discussed below.
The Company had $7,756 of working capital and no debt as of December 31, 2019.
Exploration, property evaluation and holding costs
Exploration, property evaluation and holding costs, including fixed costs, discretionary programs, and non-cash stock-
based compensation, were $4,093 and $4,803 during the years ended December 31, 2019 and 2018, respectively. These
costs are predominantly associated with Mt Todd and are comprised of fixed costs and discretionary costs.
50
For the years ended December 31, 2019 and 2018 our fixed costs totaled $3,028 and $3,603, respectively. These costs
include expenditures necessary to ensure that we preserve our property rights and meet all of our safety, regulatory and
environmental responsibilities. The principal components of this decrease include a favorable AUD:USD exchange rate,
which reduced costs in USD terms by about $300, non-discretionary exploration activities reduced by $170 in 2019, and
water management costs which were $110 lower in 2019.
Mt Todd 2019 discretionary programs totaled approximately $1,065, principally for additional ore sorting testing and
update of the Mt Todd preliminary feasibility study which was completed in the third quarter of 2019. The 2018
discretionary programs totaled approximately $1,200. The 2018 discretionary programs included large-scale ore sorting
tests with subsequent metallurgical and grinding studies, and exploration drilling at Mt Todd.
Included in the 2019 and 2018 exploration, property evaluation and holding costs were non-cash stock-based
compensation of $172 and $249, respectively.
Corporate administration
Corporate administration costs were $3,940 and $4,072 during the years ended December 31, 2019 and 2018,
respectively. Included in the 2019 and 2018 corporate administration costs is non-cash stock-based compensation of
$593 and $733 respectively. Other corporate administration costs were generally consistent during 2019 and 2018.
Depreciation
Depreciation costs were $52 and $983 during the years ended December 31, 2019 and 2018, 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
In 2018, the Company evaluated the value of the mill equipment for recoverability. Based on an independent valuation
by a qualified third party, and allowing for selling commissions and costs, the Company recorded a Level 3 impairment
charge of $1,000 for the year ended December 31, 2018. Another valuation was conducted as of December 31, 2019, and
no further impairment charge was required.
Non-operating income and expenses
Gain/(loss) on Other Investments
Gain/(loss) on other investments was $(1,643) and $1,716 for the years ended December 31, 2019 and 2018,
respectively. These amounts are the result of changes in fair value of our marketable securities, mainly Midas Gold
Shares. The Company sold approximately 900,000 shares of Midas Gold and received net proceeds of $413 with a
realized loss of $2 during the year ended December 31, 2019. There were no Midas Gold Share sales during the year
ended December 31, 2018.
Financial Position, Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities was $7,053 and $8,567 for the years ended December 31, 2019 and 2018,
respectively. This decline of $1,514 resulted from cash of $1,186 used during 2018 to reduce accounts payable and
accrued liabilities that resulted from relatively high discretionary program activity, including the 2018 PFS; $710 lower
cash expenditures for exploration during 2019 compared to 2018; and other net increases in cash used for operating
activities during 2019 of $382.
51
Investing Activities
Cash provided by investing activities of $7,377 for the year ended December 31, 2019 resulted primarily from $3,737
received for net redemptions of short-term investments comprised of U.S. Government Treasury bills and notes and
receipt of $3,167 under the Guadalupe de los Reyes option agreement.
Cash provided by investing activities of $8,304 for the year ended December 31, 2018 resulted primarily from $8,147
received for net redemption of short-term investments comprised of U.S. Government Treasury bills and notes.
Financing Activities
Net cash of $13 for the year ended December 31, 2019 was provided by $89 received from exercised stock options less
$76 for payment of certain employee withholding tax obligations in lieu of the issuance of common shares.
Net cash of $97 for the year ended December 31, 2018 was provided by $86 received from exercised stock options less
$122 utilized for the payment of certain employee withholding tax obligations in lieu of the issuance of common shares
and $61 used to buy back stock options.
Liquidity and Capital Resources
Our cash and short-term investments as of December 31, 2019 decreased to $4,668 from $8,068 at December 31, 2018
due mainly to operating activities as discussed above, partially offset by net proceeds from investing activities other than
short term investments. Our net working capital decreased to $7,756 as at December 31, 2019 from $13,198 at
December 31, 2018 due mainly to the decrease in cash and short-term investments to fund operating activities and the
reduction in fair value of our Midas Gold Shares, partially offset by receipts of $3,167 under the Los Reyes Option
Agreement.
Although working capital continued to decline during 2019, we believe our existing working capital, together with
potential future sources of non-dilutive financing, will be sufficient to fully fund for more than 12 months our currently
planned corporate expenses and project holding costs, which we expect to be generally consistent with 2019 costs, and
discretionary programs.
Potential future sources of non-dilutive financing that management is seeking to convert to additional working capital
include monetization of royalty interests held by the Company, future option payments under the Los Reyes Option
Agreement and sales of non-core assets such as our used mill equipment. Vista has entered into agreements to monetize
certain royalty interests during 2020 and 2021; however, payments to Vista are at the discretion of the counterparties.
Should any of the counterparties not make payments when due, Vista will retain the respective royalty interests and
believes other monetization alternatives exist. The Los Reyes Option Agreement has one remaining option payment due,
at the discretion of Prime Mining, in October 2021. The used mill equipment is being marketed by a third-party pre-
owned mining equipment dealer. The Company plans to continue its focus on monetizing our non-dilutive potential
sources of funding as existing working capital decreases.
In addition to existing working capital and other potential sources of non-dilutive financing highlighted above, the
Company has 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 Common Shares through Wainwright as sales manager in an at-the-market
offering under a prospectus supplement to a base shelf prospectus 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, subject to an effective registration statement under the
U.S. Securities Act of 1933, as amended, and no offers or sales of Common Shares under the ATM Agreement will be
made in Canada. The Common Shares will be distributed at-the-market prices prevailing at the time of sale. As a result,
prices of the Common Shares sold under the ATM Program may vary during the period of distribution. At December 31,
2019 no offers or sales had been made under the ATM Program.
52
Vista’s viability beyond 12 months is dependent upon our ability to maintain our low expenditure profile, realize value
from non-dilutive assets and, if necessary, issue additional equity to secure sufficient funding to advance significant
value-adding programs that will focus on generating future cash flows and positive equity returns to our shareholders.
The underlying value and recoverability of the amounts shown as mineral properties and plant and equipment in our
Condensed Consolidated Balance Sheets are dependent on our ability to attract sufficient capital resources to execute our
strategy and the ultimate success of our programs to enhance value, most importantly at Mt Todd.
Fair Value Accounting
The following table sets forth the Company’s assets measured at fair value 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, 2019
Other investments
3,676
3,676
Total
Level 1
Level 3
—
Other investments
Used mill equipment (non-recurring)
Total
Level 1
Fair value at December 31, 2018
Level 3
—
5,500
5,462
—
5,462
5,500
Our other investments are classified as Level 1 of the fair value hierarchy as they are valued at unadjusted 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 2018 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 material transfers between levels nor were there any changes in valuation techniques in 2019.
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, 2019.
Summary of Quarterly Results
2019
2018
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
$
— $
— $
— $
(1,192)
(0.01)
(2,498)
(0.02)
(3,044)
(0.03)
—
(2,652)
(0.03)
—
(3,781)
(0.04)
—
(2,062)
(0.02)
—
(1,923)
(0.02)
—
(948)
(0.01)
53
Critical Accounting Policies and Recent Accounting Pronouncements
Critical 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. 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, 2019 and 2018, 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
and reserves are established under SEC Industry Guide 7, costs incurred thereafter 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, 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. Proceeds
54
received from option or sale agreements are ascribed to recovery of the carrying value of the related project until the
carrying value reaches zero. Thereafter, any additional proceeds received are recognized as a contract liability (deferred
option gain) until control has transferred to the buyer or the related contract terminates.
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, long-term incentive, and deferred share unit plans, the Company can grant stock incentive
options, restricted share units, and deferred share units to executives, employees, consultants and non-employee directors
as applicable. 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
options are calculated using the Black-Scholes option pricing model. The fair value of restricted and deferred share 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 of unvested awards
for all stock-based compensation result in expense reversal upon forfeiture.
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.
55
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 and other investments, 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 was valued using a third-party appraisal 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. This new standard established 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 are classified as either finance or operating, with classification affecting the pattern of
expense recognition in the income statement. The Company adopted the standard on January 1, 2019 using the modified
retrospective approach. We recognized additional liabilities of $186 on adoption, with corresponding ROU assets of the
same amount, based on the present value of the remaining lease payments. Adoption of the standard did not affect lease
classification or expense recognition. The discount rate used for discounting future payments was 13.6%. The Company
does not include short term leases in its ROU asset and lease liability calculations. As of December 31, 2019, the ROU
asset was $89 and the lease liability was $89, comprised of $81 included in accrued liabilities and other, and $8 in non-
current liabilities. The Company’s leases had remaining terms ranging from 0.3 to 2.3 years as of December 31, 2019.
Non-U.S. GAAP Financial Measures
In this report, we have provided information prepared or calculated according to U.S. GAAP, as well as provided some
non-U.S. GAAP prospective financial performance measures. Because the non-U.S. GAAP performance measures do
not have any standardized meaning prescribed by U.S. GAAP, they may not be comparable to similar measures
presented by other companies. These measures should not be considered in isolation or as substitutes for measures of
performance prepared in accordance with U.S. GAAP. There are limitations associated with the use of such non-U.S.
GAAP measures. Since these measures do not incorporate revenues, changes in working capital and non-operating cash
costs, they are not necessarily indicative of potential operating profit or loss, or cash flow from operations as determined
in accordance with U.S. GAAP.
The non-U.S. GAAP measures Total Cash Costs, Cash Costs per ounce and All-in Sustaining Costs (“AISC”) per ounce
are not, and are not intended to be, presentations in accordance with U.S. GAAP. As referenced in the 2019 PFS, these
measures represent, respectively, our prospective cash costs and all-in sustaining costs related to our Project.
We believe that these metrics help investors understand the economics of the Project. We present the Non-U.S. GAAP
financial measures for our Project in the tables below. Actual U.S. GAAP results may vary from the amounts disclosed.
Other companies may calculate these measures differently.
Total Cash Costs and All-In Sustaining Costs
Total Cash Costs, Cash Costs per ounce, and AISC per ounce are non-U.S. GAAP metrics developed by the World Gold
Council to provide transparency into the costs associated with producing gold and provide a comparable standard. The
Company reports Cash Costs and AISC per ounce because it believes that these metrics more completely reflect mining
costs over the life of a mine. These metrics are widely used in the gold mining industry as a benchmark for performance.
Total Cash Costs consist of operating costs net of power sales, refining costs, and non-government royalties, and exclude
depreciation and amortization. The sum of these costs is divided by the corresponding gold ounces estimated to be sold
56
to determine a Cash Cost per ounce amount. The Company’s Total Cash Costs exclude the allocation of corporate
general and administrative costs.
AISC consist of Total Cash Costs (as described above), plus sustaining capital costs. The sum of AISC is divided by the
corresponding gold ounces estimated to be sold to determine AISC per ounce.
Costs excluded from Total Cash Costs and All-in Sustaining Costs are income taxes, government royalties, financing
charges, costs related to business combinations, asset acquisitions other than sustaining capital, and asset dispositions.
The following table reconciles the Mt Todd Total Cash Costs, Cash Costs per ounce and AISC per ounce amounts with
the Project costs described in the 2019 PFS.
Payable Gold
Operating Costs
Refining Cost
Royalties
Cash Costs
Cash Cost per ounce
Sustaining Capital
All-In-Sustaining Costs
AISC per ounce
Units
koz
US$000s
US$000s
US$000s
US$000s
US$/oz
US$000s
US$000s
US$/oz
Years 1-5 Life of Mine (13 years)
5,305
3,333,631
17,075
71,615
3,422,321
$645
2,476
1,381,396
7,910
33,420
1,422,726
$575
279,569
1,702,294
$688
536,176
3,958,497
$746
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, 2019. 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, 2019, 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, 2019 has
been audited by Plante & Moran, PLLC, an independent registered public accounting firm, as stated in their report titled
Report of Independent Registered Public Accounting Firm which appears herein.
57
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of Vista Gold Corp.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Vista Gold Corp. (the “Company”) as of December
31, 2019 and 2018, the related consolidated statements of income/(loss) and comprehensive income/(loss), stockholders'
equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes
(collectively referred to as the “financial statements”). We also have audited the Company's internal control over
financial reporting as of December 2019, based on criteria established in Internal Control-Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO framework”).
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, 2019 and 2018, and the results of its operations and its cash flows for each of the years
in the two-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the
United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2019, based on criteria established in the COSO framework.
Basis for Opinion
The Company's management is responsible for these financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an
opinion on the Company’s financial statements and an opinion on the Company's internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“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 audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was
maintained in all material respects.
Our audits of the financial statements 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. Our audit of internal control over
financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
58
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the
financial statements.
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 the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ Plante & Moran, PLLC
We have served as the Company’s auditor since 2014.
Denver, Colorado
February 26, 2020
59
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)
Right-of-use assets (Note 2)
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
Non-current liabilities:
Deferred option gain (Note 4)
Lease liability (Note 2)
Total non-current liabilities
Total liabilities
December 31, December 31,
2019
2018
$
1,408 $
3,260
3,676
482
8,826
1,071
6,997
5,462
540
14,070
$
$
2,146
5,623
89
7,858
16,684 $
2,421
5,635
—
8,056
22,126
190 $
640
240
1,070
2,960
8
2,968
4,038
195
435
242
872
—
—
—
872
Commitments and contingencies – (Note 7)
Shareholders’ equity:
Common shares, no par value - unlimited shares authorized; shares outstanding: 2019 -
100,698,124 and 2018 - 100,268,161 (Note 6)
Accumulated deficit
Total shareholders’ equity
Total liabilities and shareholders’ equity
457,716
(445,070)
12,646
16,684 $
456,938
(435,684)
21,254
22,126
$
Approved by the Board of Directors
/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.
60
VISTA GOLD CORP.
CONSOLIDATED STATEMENTS OF INCOME/(LOSS) AND COMPREHENSIVE INCOME/(LOSS)
(Dollar amounts in U.S. dollars and in thousands, except shares 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)
Total operating expense
Non-operating income/(expense):
Gain/(loss) on other investments (Note 3)
Interest income
Other income/(expense)
Total non-operating income/(expense)
Loss before income taxes
Net loss
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,
2019
2018
(4,093) $
(3,940)
(52)
—
(8,085)
(4,803)
(4,072)
(983)
(1,000)
(10,858)
(1,643)
121
221
(1,301)
1,716
368
60
2,144
(9,386)
(9,386) $
(8,714)
(8,714)
(9,386) $
(8,714)
100,533,448
(0.09) $
99,738,461
(0.09)
100,533,448
(0.09) $
99,738,461
(0.09)
The accompanying notes are an integral part of these consolidated financial statements.
61
VISTA GOLD CORP.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Dollar amounts in U.S. dollars and in thousands, except shares)
Common
shares
Accumulated
Amount
deficit
comprehensive
income/(loss)
Accumulated other
Balances at December 31, 2017
Cumulative adjustment related to Accounting
Standard Update 2016-01
Adjusted balances at January 1, 2018
Shares issued (RSUs vested, net of shares
withheld) (Note 6)
Shares issued (exercise of stock options)
Stock-based compensation (Note 6)
Option Amendment (Note 6)
Net loss
Balances at December 31, 2018
99,412,007 $ 456,053 $ (426,968) $
—
99,412,007
—
456,053
(2)
(426,970)
637,554
218,600
—
—
—
(122)
86
982
(61)
—
—
—
—
—
(8,714)
100,268,161 $ 456,938 $ (435,684) $
Total
shareholders’
equity
29,083
(2) $
2
—
—
—
—
—
—
— $
—
29,083
(122)
86
982
(61)
(8,714)
21,254
Balances at January 1, 2019
Shares issued (RSUs vested, net of shares
withheld) (Note 6)
Shares issued (exercise of stock options)
(Note 6)
Stock-based compensation (Note 6)
Net loss
Balances at December 31, 2019
100,268,161 $ 456,938 $ (435,684) $
— $
21,254
266,296
(76)
—
—
(76)
163,667
—
—
89
765
—
—
—
(9,386)
100,698,124 $ 457,716 $ (445,070) $
—
—
—
— $
89
765
(9,386)
12,646
The accompanying notes are an integral part of these consolidated financial statements.
62
VISTA GOLD CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in U.S. dollars and in thousands)
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss for the period to net cash used in operations:
Year ended December 31,
2019
2018
$
(9,386) $
(8,714)
Depreciation and amortization
Stock-based compensation
Write-down of plant and equipment
Other gains and losses
(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 provided by / (used in) financing activities
Net increase (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 9
52
765
—
(134)
1,643
(31)
(2)
40
(7,053)
413
3,737
(40)
3,267
7,377
(76)
—
89
13
337
1,071
1,408 $
$
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
The accompanying notes are an integral part of these consolidated financial statements.
63
VISTA GOLD CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in U.S. dollars and in thousands, except share amounts and per ounce amounts)
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, that 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” or the “Project”) in the Northern
Territory Australia. Mt Todd is the largest undeveloped gold project in Australia. We have invested substantial amounts
to evaluate, engineer, permit and de-risk the Project. We believe these efforts have added to the underlying value of the
Project and demonstrate strong development potential. In January 2018, the Company announced positive results of an
updated preliminary feasibility study for Mt Todd (the “2018 PFS”). Later in 2018 and in 2019, we continued additional
metallurgical testing that demonstrated improved gold recovery compared to the 2018 PFS. These test results, other
findings and the outcome of an independent benchmarking study were incorporated into an updated preliminary
feasibility study, which was issued in October 2019 .
As of December 31, 2019, the Company holds 6.9 million shares of Midas Gold Corp. (“Midas Gold Shares”), a non-
core project in Mexico subject to a third-party option agreement, royalty interests in the United States and Indonesia, and
other miscellaneous holdings of third-party equity securities.
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.
64
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, 2019 and 2018, 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
and reserves are established under SEC Industry Guide 7, costs incurred thereafter 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, 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. Proceeds
received from option or sale agreements are ascribed to recovery of the carrying value of the related project until the
carrying value reaches zero. Thereafter, any additional proceeds received are recognized as a contract liability (deferred
option gain) until control has transferred to the buyer or the related contract terminates.
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, long-term incentive, and deferred share unit plans, the Company can grant stock incentive
options, restricted share units, and deferred share units to executives, employees, consultants and non-employee directors
65
as applicable. 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
options are calculated using the Black-Scholes option pricing model. The fair value of restricted and deferred share 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 of unvested awards
for all stock-based compensation result in expense reversal upon forfeiture.
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 and other investments, 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 was valued using a third-party appraisal 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. This new standard established 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 are classified as either finance or operating, with classification affecting the pattern of
expense recognition in the income statement. The Company adopted the standard on January 1, 2019 using the modified
retrospective approach. We recognized additional liabilities of $186 on adoption, with corresponding ROU assets of the
same amount, based on the present value of the remaining lease payments. Adoption of the standard did not affect lease
classification or expense recognition. The discount rate used for discounting future payments was 13.6%. The Company
does not include short term leases in its ROU asset and lease liability calculations. As of December 31, 2019, the ROU
asset was $89 and the lease liability was $89, comprised of $81 included in accrued liabilities and other, and $8 in non-
current liabilities. The Company’s leases had remaining terms ranging from 0.3 to 2.3 years as of December 31, 2019.
66
3. Other Investments
Short-term investments
As of December 31, 2019 and 2018, the amortized cost basis of our short-term investments was $3,260 and $6,997,
respectively. The amortized cost basis approximates fair value at December 31, 2019 and 2018. Short-term investments
at December 31, 2019 and 2018 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
Investments in marketable securities are 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. Most of our other investments are our investment in Midas Gold. We held 7,802,615 shares
of Midas Gold at December 31, 2018. During the year ended December 31, 2019, the Company sold 920,500 Midas
Gold Shares for net proceeds of $413 and a loss of $2 compared to the most recent measurement period. Cumulative
realized loss since acquisition of these Midas shares was $1,975, of which $1,973 was recognized in previous periods as
unrealized loss, net. We held 6,882,115 shares of Midas Gold at December 31, 2019. The Company also held 1,333,334
shares of Nusantara Resources Limited (“Nusantara Resources”) as of December 31, 2019. Of the $1,643 unrealized loss
in 2019, $230 related to the 920,500 Midas Gold shares sold in 2019 and $1,413 related to the remaining Midas Gold
and Nusantara Resources shares held at December 31, 2019.
The following table summarizes our investments in marketable securities as at December 31, 2019 and 2018.
Fair value at beginning of period
Midas Gold Shares sold
Nusantara Resources shares
Unrealized gain/(loss)
Fair value at end of period
4. Mineral Properties
Mt Todd, Australia
Guadalupe de los Reyes, Mexico
Guadalupe de los Reyes
December 31, 2019 December 31, 2018
3,746
5,462 $
$
—
(415)
—
272
1,716
(1,643)
5,462
3,676 $
$
At December 31, 2019 At December 31, 2018
2,146
$
275
2,421
2,146
—
2,146
$
$
$
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 (“Los Reyes”) to Minera Alamos Inc. and its subsidiary Minera
Alamos de Sonora S.A. de C.V. (“Minera Alamos”). In June 2019, the Option Agreement was assigned from Minera
Alamos to ePower Metals Inc. by way of an assignment agreement (the “Assignment Agreement”), with our consent.
ePower Metals Inc. subsequently changed its name to Prime Mining Corporation (“Prime Mining”). The Assignment
Agreement provides that in certain circumstances, the rights under the Option Agreement will revert from Prime Mining
to Minera Alamos.
Pursuant to the terms of the Option Agreement and the Assignment Agreement, we granted Minera Alamos or Prime
Mining, as applicable, (the “Optionholder”) an exclusive right and option right to earn a 100% interest in the Los Reyes
project by:
making payments totaling $6,000, comprised of a payment of $1,500 made at the execution of the Option
Agreement (the “Option Grant Date”); two successive payments of $1,500 each to be made at the one-year and
67
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 Los Reyes project in good standing;
fulfilling all 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 net smelter return royalty (“NSR”) 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 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 the Optionholder decides
to develop an underground mine at the Los Reyes project (the “Back-in Right”).
The Option Agreement provides that all cash payments are non-refundable and optional to the Optionholder, and in the
event the Optionholder 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 the Optionholder will have no interest in the Los
Reyes project. Provided it is not in breach of the Option Agreement, the Optionholder may, at its discretion, accelerate
the above payment schedule.
Subject to the Optionholder 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 Los Reyes project, to the Optionholder and the Open-Pit NSR and Underground
NSR will be granted to us.
If the Optionholder discovers and decides to develop an underground mine at the Los Reyes project and we exercise the
Back-in Right, we and the Optionholder 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 under the Los Reyes
Option Agreement by six months to April 23, 2019, at which time the payment was made. As consideration for the
deferral, the Company received an additional $150 in cash, $50 paid on October 24, 2018 and $100 paid on January 23,
2019. In addition, Minera Alamos paid interest of $67 at a rate of 1.5% per month on the unpaid balance of the $1,500
payment beginning January 24, 2019. The third $1,500 option payment was received in October 2019.
The Company has determined that control of the Los Reyes project has not been transferred for accounting purposes.
Therefore, the first option payment of $1,500 received in October 2017 and the $150 for extension of the second option
payment were accounted for as a reduction to carrying value. Receipt of the second option payment of $1,500 and
interest of $67 during April 2019 reduced the carrying value to zero and resulted in recognition of $1,392 as a deferred
option gain. The third Los Reyes project option payment of $1,500 was received from Prime Mining in October 2019
which increased the deferred option gain to $2,892. The deferred option gain will be recognized upon the earlier of the
Optionholder completion the final option payment of $1,500 and transfer of title of the Los Reyes project or cancellation
of the agreement. Potential royalty revenue and scheduled future option payments have not been recognized for
accounting purposes.
Awak Mas
On November 1, 2019, we entered into an agreement with PT Masmindo Dwi Area, the entity that holds the Awak Mas
project, to amend the Company’s royalty agreement with Awak Mas. PT Masmindo Dwi Area is a wholly owned
subsidiary of Nusantara Resources. As consideration for entering into the amendment, Nusantara Resources made a $100
payment and issued 666,667 of its shares with a value of $136 to Vista on November 1, 2019. Including shares acquired
through a previous transaction, Vista now holds a total of 1,333,334 shares of Nusantara Resources, representing less
than 1% of the issued and outstanding shares. The amendment modifies the original royalty agreement to allow PT
Masmindo Dwi Area or a nominated party to make a $2,400 payment to Vista by April 30, 2020, which will cancel a 1%
NSR on the first 1,250,000 ounces produced at Awak Mas and a 1.25% NSR on the next 1,250,000 ounces produced. If
68
the first royalty cancellation payment is made, then PT Masmindo or a nominated party will have the right to cancel the
remaining 1% NSR and 1.25% NSRs for an additional payment of $2,500 by April 30, 2021. The initial consideration
has been deferred and included in accrued liabilities and other. This consideration will be allocated to each royalty
cancellation and recognized as each cancellation occurs.
5. Plant and Equipment
Mt Todd, Australia
Corporate, United States
Used mill equipment, Canada
December 31, 2019
Accumulated
depreciation
Net
Cost
December 31, 2018
Accumulated
depreciation
Net
5,114
333
—
$
123 $ 5,197 $
—
5,500
333
5,500
5,447
$ 5,623 $ 11,030 $
5,395
5,062
333
—
$
135
—
5,500
$ 5,635
Cost
$ 5,237 $
333
5,500
$ 11,070 $
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, 2019 or 2018 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. Based on an independent valuation report prepared by a qualified third party, and allowing
for selling commissions and costs, the Company recorded a Level 3 impairment charge of $1,000 for the year ended
December 31, 2018. The carrying value of the used mill equipment is $5,500 as of December 31, 2019 and 2018.
December 31, 2018 cost basis and accumulated depreciation totals were adjusted for fully depreciated assets which were
no longer in use and had 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. No such adjustments were made in 2019.
6. Common Shares
Share Issuances
During the years ended December 31, 2019 and 2018 we issued 429,963 and 856,154 Common Shares, respectively, in
connection with the vesting of restricted share units (“RSUs”) and/or stock option exercises.
Warrants
Outstanding warrants are summarized in the following table:
As of December 31, 2017
As of December 31, 2018
Expired
As of December 31, 2019
Stock-Based Compensation
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
1.6 $
0.6 $
$
— $
—
—
—
—
Under the Company’s stock option plan (the “Plan”), we may grant options to purchase Common Shares in the capital of
the Company (“Common Shares”) to our directors, officers, employees and consultants. The maximum number of
Common Shares that may be reserved for issuance under the Plan, together with all other stock-based compensation
arrangements, which include RSUs currently outstanding under the Company’s long term equity incentive plan (“LTIP”)
and deferred share units (“DSUs”) issuable pursuant to the Company’s deferred share unit plan (“DSU Plan”), is a
variable number equal to 10% of the issued and outstanding Common Shares on a non-diluted basis at any one time. Any
69
shares issued under these plans are newly issued shares. In 2018, the Company issued phantom units to be settled in
cash. Options, RSUs, DSUs, and phantom units are granted from time to time at the discretion of the Board of Directors
of the Company (the “Board”), with vesting periods and other terms as determined by the Board.
Stock-based compensation expense for the years ended December 31, 2019 and 2018 is as follows:
Stock options
Restricted share units
Deferred share units
Phantom units
Year Ended December 31,
2018
2019
194
362
209
765
$
$
84
$
320
662
—
982
23
$
$
$
As of December 31, 2019, unrecognized compensation expense for stock options, RSUs, and phantom units were $54,
$357, and $79, respectively, which is expected to be recognized over weighted average periods of 0.6, 1.2, and 1.0 years,
respectively.
Stock Options
A summary of stock option activity under the Plan as of December 31, 2019 and 2018 and changes during the period
then ended is set forth in the following table:
Number of
options
Weighted average
exercise price
per option
Weighted average
remaining
contractual term
(years)
Aggregate
intrinsic
value
346
$
1.15
36
—
1
33
—
2
35
25
3.84
$
3.49
3.38
$
$
Outstanding - December 31, 2017
Granted
Exercised
Cancelled/Forfeited
Outstanding - December 31, 2018
Granted
Exercised
Cancelled/Forfeited
Expired
Outstanding - December 31, 2019
1,144,500
1,142,000
(218,600)
(748,751)
1,319,149 $
350,000
(163,667)
(16,667)
(51,815)
1,437,000 $
0.42
0.71
0.39
0.36
0.71
0.73
0.54
0.75
0.70
0.73
Exercisable - December 31, 2019
922,996 $
0.74
70
A summary of our unvested stock options as of December 31, 2019 and 2018 and changes during the period then ended
is set forth in the following table:
Unvested - December 31, 2017
Granted
Cancelled/Forfeited
Vested
Unvested - December 31, 2018
Granted
Cancelled/Forfeited
Vested
Unvested - December 31, 2019
Weighted
average
grant-date
fair value
per option
Weighted
average
remaining
amortization
period
(years)
Number of
options
246,250
1,142,000
(246,250)
(382,331)
759,669 $
350,000
(35,000)
(560,665)
514,004 $
0.22
0.45
0.22
0.45
0.45
0.30
0.43
0.41
0.40
0.99
1.14
0.61
The fair value of stock options granted during the years ended December 31, 2019 and 2018 to employees, directors and
consultants was estimated at the grant date using the Black-Scholes option pricing model using the following weighted-
average assumptions:
Expected volatility
Risk-free interest rate
Expected life (years)
Dividend yield
Forfeiture assumption
2019
61.1 %
2.0 %
2.8
0 %
0 %
2018
76.2 %
2.7 %
5.0
0 %
0 %
Option pricing models require the input of highly subjective assumptions, including 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 using the simplified approach. 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.
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 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. 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.
71
Restricted Share Units
The following table summarizes the RSU activity under the LTIP as of December 31, 2019 and 2018 and changes during
the years then ended:
Unvested - December 31, 2017
Granted
Cancelled/forfeited
Vested, net of shares withheld
Unvested - December 31, 2018
Granted
Cancelled/forfeited
Vested, net of shares withheld
Unvested - December 31, 2019
Weighted average
Number
of RSUs
grant-date fair
value per RSU
1,567,907 $
319,000
(246,683)
(637,554)
1,002,670 $
1,412,500
(657,573)
(266,296)
1,491,301 $
0.85
0.75
0.90
0.88
0.78
0.49
0.76
0.84
0.51
During the years ended December 31, 2019 and 2018, 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 32% could vest based on a fixed future date, approximately 25% and 43% could vest on performance and
market criteria respectively. The minimum vesting period for RSUs is one year. In May 2019, the Company’s
shareholders approved an amendment to the LTIP such that non-employee directors are excluded from future grants
under the LTIP.
Deferred Share Units
In May 2019, the Company’s shareholders approved the DSU Plan. The DSU Plan provides for granting of DSUs to
non-employee directors. DSUs vest immediately, however the Company will issue one Common Share for each DSU
only after the non-employee director has ceased to be a director of the Company. At the time the DSU Plan was
approved, the Board granted 366,000 DSUs and the Company recognized $209 in DSU expense.
The following table summarizes the DSU activity under the DSU Plan as of December 31, 2019 and changes during the
year then ended:
Outstanding - December 31, 2018
Granted
Outstanding - December 31, 2019
Phantom Units
Number of
DSUs
—
366,000
366,000
Weighted average
grant-date fair
value per DSU
—
0.57
0.57
During the year ended December 31, 2018, the Company granted a total of 265,000 phantom units to certain employees.
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 $26 and $23 included in current liabilities as of December 31, 2019 and
72
2018, respectively. The Company recognized $84 and $23 of compensation expense for these units in the years ended
December 31, 2019 and 2018, respectively. The Company paid $81 for phantom units which vested during the year
ended December 31, 2019.
A summary of unvested phantom units as of December 31, 2019 is set forth in the following table:
Unvested - December 31, 2017
Granted
Unvested - December 31, 2018
Cancelled/forfeited
Vested
Unvested - December 31, 2019
Weighted Average Common Shares
Basic Common Shares
Effect of dilutive stock-based awards
Diluted Common Shares
Number of
phantom units
Weighted average
remaining
vesting term
(years)
—
265,000
265,000
(32,667)
(88,333)
144,000
1.50
1.00
At December 31,
2019
100,533,448
—
100,533,448
2018
99,738,461
—
99,738,461
Stock options to purchase 1,437,000 Common Shares, unvested RSUs representing 1,491,301 Common Shares, and
vested DSUs representing 366,000 unissued Common Shares were outstanding at December 31, 2019 but were not
included in the computation of diluted weighted average Common Shares outstanding because their effect would have
been anti-dilutive. 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.
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
Common Shares through Wainwright as sales manager in an at-the-market offering under a prospectus supplement to a
base shelf prospectus 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
Shares will be distributed at the market prices prevailing at the time of sale. As a result, prices of the Common Shares
sold under the ATM Program may vary during any period of distribution. At December 31, 2019 and December 31,
2018 no offers or sales had been made under the ATM Program.
7. 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,
future expenditures that may be required for compliance with these laws and regulations cannot be predicted. We
conduct our operations in an effort 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”), 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. In addition, we have
73
agreed to offer the JAAC the opportunity to establish a joint venture with Vista holding a 90% participating interest and
the JAAC holding a 10% participating interest in Mt Todd.
8. 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, 2019
Other investments
Other investments
Used mill equipment (non-recurring)
Total
$ 3,676 $
Level 1
Level 3
—
3,676 $
Fair value at December 31, 2018
Level 1
Total
$ 5,462 $
$ 5,500 $
5,462 $
Level 3
—
— $ 5,500
Our marketable securities and investment in Midas Gold Shares and Nusantara Resources 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 2018 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. These inputs may change as economic and industry conditions evolve. The mill equipment is
included in plant and equipment on the Consolidated Balance Sheets for each period presented.
There were no material transfers between levels nor were there any changes in valuation methods in 2019.
9. Supplemental Cash Flow Information and Material Non-Cash Transactions
As of December 31, 2019 and 2018, all of our cash was held in liquid bank deposits and/or government treasury
bills/notes in the United States.
At December 31, 2019, the Company held 1,333,334 shares of Nusantara Resources valued at $272; comprising 666,667
shares received as part of the consideration for amending the Awak Mas royalty agreement, and 666,667 shares not
previously given accounting recognition as the amount was considered immaterial. There were no significant non-cash
transactions for the year ended December 31, 2018.
10. Income Taxes
The Company’s U.S. and foreign source income/(loss) is as follows:
U.S.
Canada
Other Foreign
$
$
$
2018
Years ended December 31,
2019
(1,730)
(3,514)
(4,142)
(9,386)
(646)
(2,288)
(5,780)
$ (8,714)
During the years ended December 31, 2019 and 2018, 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.
74
Rate Reconciliation
A reconciliation of the combined income taxes at the statutory rates and the Company’s effective income tax
(benefit)/expense 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
Change in foreign 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,
2019
(2,311)
2018
$ (2,125)
$
84
102
475
—
(1,361)
(284)
66
—
3,229
—
79
5
(2,867)
—
—
(339)
(6)
—
5,253
—
$
$
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,
2019
2018
8,295
500
36,716
13,618
1,085
60,214
(59,886)
328
$
7,488
667
34,052
13,276
2,031
57,514
(56,659)
855
328
328
855
855
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 $59,886 and $56,659 at December
31, 2019 and 2018, 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.
75
Loss Carryforwards
The Company’s tax loss carryforwards expire as follows:
Noncapital
Canada
U.S.
$
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
— $
—
—
—
—
—
—
(1,027)
(847)
(5,245)
(4,022)
(5,032)
(3,806)
(6,397)
(6,185)
(4,420)
(3,729)
(2,799)
(1,916)
(2,666)
(3,204)
— $
—
—
—
—
—
—
—
—
(1,287)
(1,719)
(1,970)
(1,827)
(3,407)
(2,323)
(3,098)
(2)
(2,655)
(2,482)
—
—
Mexico Barbados Total
—
—
(20)
(6,737)
(414)
(4)
(90)
(1,822)
(853)
(6,538)
(5,741)
(7,002)
(5,633)
(9,804)
(8,508)
(7,518)
(3,731)
(5,454)
(4,398)
(2,666)
(3,204)
(101) $ (80,137)
— $
—
—
(6,706)
(392)
—
(84)
(789)
—
—
—
—
—
—
—
—
—
—
—
—
—
— $
—
(20)
(31)
(22)
(4)
(6)
(6)
(6)
(6)
—
—
—
—
—
—
—
—
—
—
—
$ (51,295) $ (20,770) $ (7,971) $
Note: U.S. loss carryforwards for tax years beginning in 2018 of $2,119, Canadian capital loss carryforwards of
$100,874 and Australian NOLs of $49,418, 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, 2019, 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 Agency for years ended on or before December 31, 2016 or U.S.
federal income tax examinations by the Internal Revenue Service for years ended on or before December 31, 2016.
Some U.S. state and other foreign jurisdictions are still subject to tax examination for years ended on or before
December 31, 2015.
Although certain tax years are closed under the statute of limitations, tax authorities can still adjust losses being carried
forward into open years.
76
11. 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, 2019 or 2018. Geographic location of mineral properties and
plant and equipment is provided in Notes 4 and 5, respectively.
12. 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, 2019 and 2018 on an undiscounted basis.
13. Subsequent Events
There have been no material events subsequent to December 31, 2019.
77
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, 2019, 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, 2019
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, to be filed
within 120 days after December 31, 2019 pursuant to Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended, for the 2020 Annual Meeting of Stockholders (the “Proxy Statement”) and is incorporated herein by
reference.
78
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, 2019 and 2018.
3. Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss) – Years ended
December 31, 2019 and 2018.
4. Consolidated Statements of Cash Flows – Years ended December 31, 2019 and 2018.
5. Consolidated Statements of Shareholders’ Equity – Years ended December 31, 2019 and 2018.
6. Notes to Consolidated Financial Statements.
See “Item 8. Financial Statements and Supplementary Data”.
79
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
4
10.01*
herein by reference (File No. 1-9025)
Description of Registrant’s Securities
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
Agreement, dated March 1, 2006, among the Northern Territory of Australia, Vista Gold Australia
10.03*
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 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)
10.04*
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)
10.05*
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)
10.06*
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)
10.07*
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)
10.08
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)
10.09
At-the-Market Offering Agreement dated November 22, 2017, previously filed as Exhibit 1.1 to the
10.10*
Company’s Form 8-K dated November 22, 2017 and incorporated herein by reference (File No. 1-9025)
Amended Long Term Equity Incentive Plan of Vista Gold filed as Appendix D to the Company’s Proxy
Statement on March 31, 2019 and incorporated herein by reference (File No. 1-9025)
10.11*
Deferred Share Unit Plan of Vista Gold filed as Appendix E to the Company’s Proxy Statement on March
10.12*
31, 2019 and incorporated herein by reference (File No. 1-9025)
Employment Agreement of Douglas L. Tobler, dated July 1, 2019.
80
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
24
31.1
Subsidiaries of the Corporation
Consent of Plante & Moran, PLLC, Denver, Independent Registered Public Accounting Firm
Consent of Tetra Tech, Inc.
Consent of Dr. Rex Clair Bryan
Consent of Anthony Clark
Consent of Thomas L. Dyer
Consent of Amy L. Hudson
Consent of Chris Johns
Consent of Deepak Malhotra
Consent of Zvonimir Ponos
Consent of Guy Roemer
Consent of Vicki Scharnhorst
Consent of Jessica I. Monasterio, P. E.
Consent of Keith Thompson
Consent of John Rozelle
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, 2019 and 2018, (ii) Consolidated Balance Sheets at December 31,
2019 and 2018, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018, and
(iv) Notes to Consolidated Financial Statements.
ITEM 16. FORM 10-K SUMMARY
None.
81
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 26, 2020
Dated: February 26, 2020
VISTA GOLD CORP.
(Registrant)
By: /s/ Frederick H. Earnest
Frederick H. Earnest,
Chief Executive Officer
By: /s/ Douglas L. Tobler
Douglas L. Tobler
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 26, 2020
Dated: February 26, 2020
By: /s/ Frederick H. Earnest
Frederick H. Earnest,
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Douglas L. Tobler
Douglas L. Tobler
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 26, 2020
Director
February 26, 2020
Director
February 26, 2020
Director
February 26, 2020
Director
February 26, 2020
Director
February 26, 2020
Director
February 26, 2020
Frederick H. Earnest
*
John M. Clark
*
C. Thomas Ogryzlo
*
Deborah J. Friedman
*
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.
82
XBRL-Only Content Section
Entity Central Index Key
0000783324
Current Fiscal Year End Date
12-31
Document Fiscal Year Focus
2019
Document Fiscal Period Focus FY
Amendment Flag
FALSE
83