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, 2022
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)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
(720) 981-1185
(Registrant’s Telephone Number, including Area Code)
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
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: $80,325,000
The number of shares of the Registrant’s Common Stock outstanding as of February 17, 2023 was 118,989,927.
Documents incorporated by reference: To the extent herein specifically referenced in Part III, portions of the Registrant’s Definitive Proxy Statement on Schedule 14A for the
2023 Annual General Meeting of Shareholders are incorporated herein. See Part III.
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS
METRIC CONVERSION TABLE
GLOSSARY
CAUTIONARY NOTE TO INVESTORS REGARDING ESTIMATES OF MEASURED, INDICATED AND
INFERRED RESOURCES AND PROVEN AND PROBABLE MINERAL RESERVES
NOTE REGARDING FORWARD-LOOKING STATEMENTS
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. MINE SAFETY DISCLOSURES
PART II
Page
2
6
6
9
9
13
22
23
47
47
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
48
AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PART III
AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 16. FORM 10-K SUMMARY
PART IV
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1
ITEM 1. BUSINESS.
PART I
In this annual report on Form 10-K, unless the context otherwise requires, the terms “we”, “us”, “our”, “Vista”, “Vista
Gold”, or the “Company” refer to Vista Gold Corp. and its subsidiaries. References to AUD or A$ refer to Australian
currency and USD or $ refer to United States currency, all in thousands, unless specified otherwise, except per share-
related, per tonne, and per ounce amounts.
Overview
Vista Gold Corp. and its subsidiaries operate in the gold mining industry. We are focused on 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 Northern Territory,
Australia (“NT”). With the approval of the Mining Management Plan (“MMP”) in June 2021, all major operating and
environmental permits for Mt Todd have been received. Mt Todd is one of the largest and most advanced undeveloped
gold projects in Australia.
In 2022, Vista completed a feasibility study for Mt Todd (“Mt Todd FS”), retained CIBC Capital Markets as a strategic
advisor to support the Company’s strategic outreach process for Mt Todd, concluded a drilling program to demonstrate
district-scale resource growth potential, and significantly reduced costs. These accomplishments advanced Mt Todd’s
reserve size, resource growth potential, economic returns, and overall attractiveness as a large, development ready gold
project.
The Mt Todd FS demonstrates the potential of a large-scale gold project at Mt Todd. Highlights include:
•
•
•
•
•
estimated proven and probable mineral reserves increased by 19% to 6.98 million ounces of gold (280 Mt at
0.77 g Au/t) using a gold price of $1,125 for the reserve estimate and a cut-off grade of 0.35 g Au/t(1)(2);
average annual production of 395,000 ounces of gold over a 16-year mine life at an average cash cost of
$817 per ounce;
high capital efficiency, with initial capital requirements of $892 million, or $141 per payable ounce of gold;
after-tax NPV5% of $999.5 million and internal rate of return (“IRR”) of 20.6% at a gold price of $1,600 per
ounce; and
after-tax NPV5% of $1.7 billion and IRR of 29.4% at a price of $1,900 per ounce of gold.
(1) Note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 (as defined below) and CIM
Definition Standards (as defined below).
(2) See “Item 2. Properties – Mt Todd Gold Project, Northern Territory, Australia – Mineral Resources and Mineral Reserve
Estimates” in this annual report on Form 10-K for additional information.
The Mt Todd FS included reserve estimates pursuant to subpart 1300 of Regulations S-K (“S-K 1300”) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and Canadian Institute of Mining Metallurgy and Petroleum
Definition Standards for Mineral Resources and Mineral Reserves (“CIM Definition Standards”) based on mine plans
developed using a gold price in line with the current market conditions at the time of the study. The Mt Todd FS addressed
recommendations from the 2019 pre-feasibility study, included minor updates of the Project design to be consistent with
the MMP, and reflected the completion of engineering and detailed costing in all areas of the Project.
2
We have invested over $110 million to systematically explore, evaluate, engineer, permit and de-risk Mt Todd since we
acquired it in 2006. In recent years, we completed a number of optimization studies, which were incorporated into the Mt
Todd FS. This work has added substantial value to the Project and positions Mt Todd for near-term development.
The strategic process with CIBC Capital Markets, which is ongoing and remains a top priority, continues to generate
interest and positive feedback on the technical merits of Mt Todd. The Company believes that there are indications that
market conditions are improving, but interested parties continue to maintain a cautious approach to new, large-scale
development projects. To address this, the Company is evaluating a smaller scale project with significantly lower initial
capital costs while maintaining operating costs similar to those in the Mt Todd FS, with potential for subsequent throughput
expansion or mine-life extension. We expect to be able to demonstrate this alternate development strategy early in 2023
and believe this should attract the interest of new potential partners and those who have previously expressed interest in
different development strategies.
In 2022, the Company completed an exploration drilling program within a 5.4 km trend extending immediately north from
the Batman pit. The Company believes that the results from this program and historical sources demonstrate excellent
resource growth potential, including delineation of four highly prospective exploration targets. The Company views these
targets as positive indicators of future resource growth potential to interested parties, and believes these targets represent
the closest and most immediate opportunity for growth with the appropriate investment in additional drilling. Vista has no
immediate plans to complete additional drilling but continues to advance exploration on the exploration licenses, which
cover 1,650 km2.
We significantly reduced our 2022 recurring costs, which were approximately 15% below plan. Reducing costs and
maximizing cost effectiveness are also high priorities for 2023. We have already taken steps to further reduce recurring
costs by approximately 7% during 2023 and continue to evaluate and implement opportunities for additional cost
reductions.
In addition to the technical advancements of the Project in 2022, Vista has all major operating and environmental permits
for the development of Mt Todd. We have invested significant resources in water treatment and management,
environmental, and social programs. We believe this has benefited our relationships with the traditional landowners, local
communities, and Northern Territory, Australia (the “NT Government”), creating a strong social license.
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 the Province of
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
Human Capital Management
As of December 31, 2022, we had 14 full-time and no part-time employees globally. In addition, we use consultants with
specific skills to assist with various aspects of our corporate affairs, project evaluation, due diligence, corporate governance
and property management.
Our compensation programs are designed to align compensation of our employees with Vista’s corporate objectives and
performance, and are designed to provide proper incentives to attract, retain and motivate employees to achieve superior
3
results. The structure of our compensation programs balances competitive wages, benefits and incentive earnings for both
short-term and long-term performance.
The health and safety of our employees and others is a high priority in the way we manage our business. Oversight is
provided by the Company’s board of directors (the “Board of Directors”) through the Health, Safety, Environment and
Social Responsibility Committee. Management utilizes the principles set out in our Health & Safety Policy to administer
health and safety programs. Employees and others entering our workplaces are provided with and required to use personal
protective equipment appropriate for their duties. Each employee and visitor to our workplaces receives relevant
orientation and is required to adhere to our established site health and safety protocols. In addition to recurring health and
safety considerations, we comply with relevant policy and regulation recommended by government and health agencies in
the jurisdictions where we operate. Our compensation programs also include consideration of health and safety
performance in determining incentive awards.
Vista’s priority to maintain a culture of ethical performance as a core value is reflected in the Company’s Code of Business
Conduct and Ethics and other related policies. Oversight is provided by the Board of Directors and, for specific areas of
performance, by committees of the Board of Directors. Employees are required to review the Code of Business Conduct
and Ethics and acknowledge their understanding of the content and intent to comply on a periodic basis. Our compensation
programs also include consideration of ethical performance in determining incentive awards.
Vista values the diversity and talents of its team, collectively working together in an inclusive environment to achieve
corporate goals and personal and professional development objectives. We cultivate a culture that is sensitive to the
importance of diversity and inclusion in the workplace and are committed to continuous improvement in these areas.
Environmental, Social, and Governance Responsibility
Vista is committed to implementing and continuing to improve business practices that are designed to mitigate
environmental impacts of our operating activities, support the people and communities within our areas of influence, and
appropriately manage the business affairs of our organization. We believe part of being a good corporate citizen requires
a dedicated focus on how we affect the environment and fulfill our responsibilities to stakeholders. In particular, through
our planning for development of Mt Todd, we have worked closely with governmental entities in the NT and local groups,
including the Jawoyn Association Aboriginal Corporation (the “Jawoyn Association”), to strive towards an
environmentally sound and socially responsible development plan.
Segment Information
We have one reportable segment, consisting of acquisition, exploration and evaluation activities which are focused on
Australia. We acquire, explore, evaluate 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 mining operating revenues during
the years ended December 31, 2022 and 2021. Geographic location of mineral properties and plant and equipment is
provided in Note 4 – Mineral Properties and Note 5 – Plant and Equipment to our Consolidated Financial Statements under
the section heading “Item 8. Financial Statements and Supplementary Data” below.
Reclamation
The Mt Todd site was not reclaimed by the predecessor owners when the mine closed in 2000. Reclamation obligations
associated with this period and prior to Vista’s acquisition in 2006 are presently the responsibility of the NT Government.
After we provide notice to the NT Government that we intend to proceed with development, the Company will then assume
these historical rehabilitation liabilities, currently stated by the NT Government at A$73 million. As a result, we will be
required to mitigate long-term environmental impacts, including any of those existing prior to 2006, that are not otherwise
mitigated during the mine life, by stabilizing, contouring, re-sloping and re-vegetating various portions of the Project after
mining and mineral processing operations are completed. Reclamation programs will be conducted in accordance with
detailed plans, which will be finalized and reviewed by the appropriate regulatory agencies at the time of the execution of
the programs.
4
Government Regulation
Our exploration and development activities and other property interests are subject to various national, state, territorial,
provincial, and local laws and regulations in Australia and other jurisdictions, which govern prospecting, development,
mining, mine safety, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the
environment, the use and disposal of hazardous substances, and other matters. We have obtained all major authorizations
for Mt Todd and have pending applications for other minor licenses, permits or other authorizations currently required to
conduct our exploration, development, and other programs. We believe we comply in all material respects with applicable
mining, health, safety and environmental statutes and regulations in all of the jurisdictions in which we operate.
Australian Laws
Mineral projects in the NT are subject to Australian federal and NT laws and regulations regarding environmental matters
and the use and disposal of hazardous wastes and materials. As with all mining projects, development and operation of Mt
Todd is expected to have a variety of environmental impacts. In Australia, environmental legislation plays a significant
role in the mining industry. We are required under Australian laws and regulations (federal 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 (“NT EPA”) 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 Vista to secure an
authorization under the federal Environmental Protection and Biodiversity Conservation Act 1999 (“EPBC”) as it relates
to the Gouldian Finch. In January 2018, the authorization required by 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 and sacred sites. We are also
subject to statutory requirements under the Mining Management Act, which includes the requirement to receive
authorization of an MMP before the start of mining operations. The MMP was approved by the Northern Territory
Department of Industry, Tourism and Trade (“DITT”) in June 2021 and is currently being amended to align with the larger-
scale design in the Mt Todd FS. The changes to the waste rock dump design have been referred to the NT EPA as required
under the Environmental Protection Act 2019 for its consideration.
Environmental Regulation
Mt Todd is subject to various federal, territorial, and local laws and regulations governing protection of the environment.
Such laws and regulations 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, or federal laws and regulations in the jurisdictions where we have exploration and
development activities could require additional capital expenditures and increase 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 Mt Todd.
During 2022, Mt Todd did not have any material non-compliance occurrences with any applicable environmental laws
and regulations. See “Item 1. Business – Reclamation”, above.
Competition
We compete with other mining companies to acquire, explore, finance, and develop gold properties and 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. 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, engaging
5
skilled consultants with sufficient resources to support timely completion of work programs, and attracting and retaining
qualified personnel.
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 to foreign currencies, changes in global gold supply and demand, and political and economic conditions.
The following table presents the high, low and average London Bullion Market Association PM Fix prices in U.S. dollars
per troy ounce of gold over the past five years and during 2023 through February 14, 2023:
Year
2018
2019
2020
2021
2022
2023 (to February 14, 2023)
High
1,355 $
1,546 $
2,067 $
1,943 $
2,039 $
1,932 $
$
$
$
$
$
$
Low
1,178 $
1,270 $
1,474 $
1,684 $
1,629 $
1,834 $
1,269
1,393
1,770
1,799
1,800
1,893
Average
Data Source: www.lbma.org.uk/prices-and-data/precious-metal-prices#/
Available Information
We make available, without charge, on or through our website at www.vistagold.com, our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished
pursuant to Sections 13(a) or 15(d) of the Exchange Act. 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.
Metric Conversion Table
To Convert Metric Measurement Units
Hectares
Meters
Kilometers
Tonnes
Liters
Grams
Grams per tonne
Glossary of Selected Mining Terms
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)
“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.
“comminution” means the process in which ore is 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 (i.e., the concentration of metal or mineral in rock) that determines whether mined
mineralized material will be processed or considered waste.
6
“deposit” is an informal term for an accumulation of mineralized material.
“development stage issuer” is an issuer that is engaged in the preparation of mineral reserves for extraction on at least one
material property.
“development stage property” is a property that has mineral reserves disclosed, pursuant to S-K 1300, but no material
extraction.
“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 a feasibility 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 a feasibility study is higher than that of a preliminary feasibility study.
“g Au/t” means grams of gold per tonne.
“geosyncline” means a major trough or downwarp of the Earth’s crust, in which great thicknesses of sedimentary and/or
volcanic rocks have accumulated.
“indicated mineral resource” and “indicated resource” mean “indicated mineral resource” defined by S-K 1300 as that
part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological
evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to
allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the
economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of
confidence of a measured mineral resource, an indicated mineral resource may be converted only to a probable mineral
reserve.
“inferred mineral resource” and “inferred resource” mean “inferred mineral resource” defined by S-K 1300 as that part
of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and
sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant
technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation
of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral
resources, which prevents the application of modifying factors in a manner useful for evaluation of economic viability, an
inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not
be converted to a mineral reserve.
“measured mineral resource” and “measured resource” mean “measured mineral resource” defined by S-K 1300 as that
part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological
evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow
a qualified person to apply modifying factors in sufficient detail to support detailed mine planning and final evaluation of
the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level
of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be
converted to a proven mineral reserve or to a probable mineral reserve.
“mineral reserve” is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the
opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically
mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses
that may occur when the material is mined or extracted.
“mineral resource” is a concentration or occurrence of 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 economic extraction. A mineral resource is a
reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions,
7
location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or
in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.
“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 rock 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.
“probable mineral reserves” under S-K 1300 is the economically mineable part of an indicated and, in some cases, a
measured mineral resource.
“proven mineral reserves” under S-K 1300 is the economically mineable part of a measured mineral resource and can only
result from conversion of a measured mineral resource.
“qualified person” or “QP” as defined under S-K 1300 is an individual who is: (1) a mineral industry professional with
at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the
specific type of activity that person is undertaking on behalf of the registrant; and (2) an eligible member or licensee in
good standing of a recognized professional organization at the time the technical report is prepared. For an organization
to be a recognized professional organization, it must: (i) be either: (A) an organization recognized within the mining
industry as a reputable professional association; or (B) a board authorized by U.S. federal, state or foreign statute to regulate
professionals in the mining, geoscience or related field; (ii) admit eligible members primarily on the basis of their academic
qualifications and experience; (iii) establish and require compliance with professional standards of competence and ethics;
(iv) require or encourage continuing professional development; (v) have and apply disciplinary powers, including the
power to suspend or expel a member regardless of where the member practices or resides; and (vi) provide a public list of
members in good standing.
“qualified person” or “QP” as defined under NI 43-101 means an individual who (1) 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; (2) 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; (3) has
experience relevant to the subject matter of the mineral project and the technical report; (4) is in good standing with a
professional association; and (5) 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.
“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.
8
“sulfide” means a compound of sulfur and some other element. From a metallurgical perspective, sulfide rock is primary
rock that has not been oxidized. Both ore and waste may contain sulfide minerals.
“tpd” means tonnes per day.
“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.
Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and
Probable Mineral Reserves
We are subject to the reporting requirements of the Exchange Act and applicable Canadian securities laws, and as a result
we report our mineral reserves and mineral resources according to two different standards. For U.S. purposes, mineral
property disclosures are reported in accordance with S-K 1300 under the Exchange Act, while Canadian disclosures are
reported in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-
101”). Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the
disclosures being reported, but the standards embody slightly different approaches and definitions.
In our public filings in the U.S. and Canada and in certain other announcements not filed with the U.S. Securities Exchange
Commission (“SEC”), we disclose proven and probable reserves and measured, indicated, and inferred resources, each as
defined in S-K 1300 and NI 43-101. As currently reported, there are no material differences in our disclosed proven and
probable reserves and measured, indicated, and inferred resource under each of S-K 1300 and NI 43-101. The estimation
of measured resources and indicated resources involve greater uncertainty as to their existence and economic feasibility
than the estimation of proven and probable reserves; therefore, investors are cautioned not to assume that all or any part
of measured or indicated resources will ever be converted into S-K 1300-compliant or NI 43-101-compliant reserves.
Estimations of inferred resources involve far greater uncertainty as to their existence and economic viability than the
estimations of other categories of resources; therefore, it cannot be assumed that all or any part of inferred resources will
ever be upgraded to a higher category. Investors are cautioned not to assume that all or any part of inferred resources exist,
or that they can be mined legally or economically.
Note Regarding Forward-Looking Statements
This annual report, including all exhibits hereto and any documents that are incorporated by reference as set forth on the
face page under “Documents incorporated by reference”, contains “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995 and forward-looking information under Canadian securities laws that
are intended to be covered by the safe harbor created by such legislation. All statements, other than statements of historical
facts, included in this annual report on Form 10-K, our other filings with the SEC and Canadian securities commissions
and in press releases and public statements by our officers or representatives that address activities, events, or
developments that we expect or anticipate will or may occur in the future are forward-looking statements and forward-
looking information, including, but not limited to, those listed below:
Operations
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our belief that the Mt Todd FS has added substantial value to the Project and positions the Project for near-term
development;
our belief that our investments to systematically explore, 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;
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our expectation that completion of a smaller scale project study is expected in the first quarter of 2023;
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the results of the Mt Todd FS and its related estimates and projections, including projected free cash flow, future
exchange rates and commodity prices;
our belief that there are indications that market conditions are improving;
our expectation to be able to demonstrate an attractive alternate development strategy early in 2023;
our belief that the results from our exploration drilling program and historical sources demonstrate excellent
resource growth potential;
our belief that an alternate development strategy will attract the interest of new potential partners and those who
have previously expressed interest in different development strategies;
our belief that certain exploration targets represent the closest and most immediate opportunity for growth with
the appropriate investment in additional drilling;
the feasibility of Mt Todd and the results of the Mt Todd FS;
our belief that fine grinding will improve gold recoveries and favorably impact project economics;
estimates of future operating and financial performance;
future exploration plans;
our expectation of Mt Todd’s impact, including environmental and economic impacts;
plans and estimates concerning potential Mt Todd development, including access to an adequate supply of water,
the availability of natural gas on acceptable terms, as well as the ability to obtain all required permits;
our expectation that 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;
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 belief that our investment of significant resources in water treatment and management, environmental, and
social programs has benefited our relationships with the traditional landowners, local communities, and NT
Government, creating a strong social license;
our expectation that a community-based project would produce lower operating costs compared to contract
mining and that a portion of the skilled workforce should be able to be sourced locally;
our expectation that the remaining permitting processes are relatively straight-forward and are not expected to
impede, to a material extent, our exploration and future development plans;
our estimates with respect to historical mine production at Mt Todd;
our expectation that plus 5/8” high pressure grinding roll (“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 consistent;
our expectation that the 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;
the expectation that reclamation of the heap leach pad at Mt Todd will include disposal of pad liner and regrading
of the area occupied by the heap leach pad only as the material on the existing heap leach pad will be processed
through the mill at the end of mine life; and
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our expectation that existing infrastructure at Mt Todd will reduce initial capital expenditure and significantly
reduce capital risk related to infrastructure construction.
Business and Industry
• Our expectation that existing working capital as of December 31, 2022, together with other potential future
sources of non-dilutive financing, will be sufficient to fully fund our currently planned corporate expenses, Project
holding costs and discretionary programs for at least one year from the date of issuance of this annual report on
Form 10-K;
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our belief that the ATM Program (as defined below) will provide additional financing flexibility at a low cost;
the potential monetization of our non-core assets, including a royalty interest in the U.S. and our used mill
equipment which is for sale;
potential expenditures, 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 belief that the current market value of the Common Shares does not reflect the fair value of the Company’s
assets;
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 potential that we may grant options and/or other stock-based awards to our directors, officers, employees and
consultants;
preliminary estimates of the reclamation and other related costs that would be incurred if we were to notify the
NT Government that we intend to proceed with development and assume rehabilitation liability for Mt Todd; 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 Board of Directors; our cash and other funding requirements and timing and sources thereof;
results of preliminary feasibility and feasibility studies, the accuracy of mineral resource and reserve estimates and
assumptions on which they are based; the results of economic assessments and exploration activities; 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 costs; accuracy of mineral resource estimates and
resource modeling and preliminary feasibility and feasibility study results; expectations regarding mining and
metallurgical recoveries; timing and reliability of sampling and assay data; anticipated political, economic, and social
conditions; expected Australian national, provincial and local government policies, including legal reforms, successful
advancement of the Company’s required permitting processes; ability to successfully raise additional capital. 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:
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feasibility study results and the accuracy of estimates and assumptions on which they are based;
Operating Risks
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• mineral resource and reserve estimates, the accuracy of such estimates and the accuracy of sampling and
subsequent assays and geologic interpretations on which they are based;
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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 licenses, authorizations and permits for Mt Todd, including
its development plans and operating activities;
• market conditions supporting a decision to develop Mt Todd;
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delays in commencement of construction at Mt Todd;
our reliance on third-party power generation for the construction and operation of Mt Todd;
increased costs that affect our operations or our financial condition;
delays or disruptions in supply chains;
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;
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the success of any future joint ventures, partnerships and other arrangements relating to our properties;
perception of the 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 construction or operation of Mt Todd;
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;
inflation and cost escalation;
lack of adequate insurance to cover potential liabilities;
the lack of cash dividend payments by us;
our history of losses from operations;
our ability to attract, retain and hire key personnel;
volatility in our stock price and gold equities generally;
our ability to obtain a development partner or other means of financing for Mt Todd on favorable terms, if at all;
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 adverse to Mt Todd development or operation;
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the potential acquisition of a control position in the Company for less than fair value as a result of industry
consolidation or otherwise;
lack of success in our efforts to find an acceptable partner, external financing or other acceptable alternatives to
move forward with development of Mt Todd;
evolving corporate governance and public disclosure regulations;
intense competition in the mining industry;
tax initiatives on domestic and international levels;
potential changes in regulations of taxation initiatives;
fluctuation in foreign currency values;
our likely status as a PFIC (as defined below) for U.S. federal tax purposes;
cybersecurity breaches that threaten or disrupt our information technology systems;
anti-bribery and anti-corruption laws; and
potential conflicts of interest arising from certain of our directors and officers serving 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 and mineral resources and mineralized material and fluctuations
therein based on metal prices, estimated costs, 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 could
result in increased operating costs or our ability to operate at all; and
changes in greenhouse gas emissions regulations and standards could result in increased operating costs or our
ability to operate at all.
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.
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.
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Operating Risks
We cannot be assured that the Mt Todd FS has, or future studies will, accurately forecast economic results.
Mt Todd is our principal asset. Our ability to arrange financing to develop Mt Todd and our future profitability depend on
the economic and technical feasibility of the Project as established through formal feasibility studies, such as the Mt Todd
FS. There can be no assurance that the mining, comminution, and gold recovery processes (including ore sorting), gold
production rates, revenue, and capital and operating costs including taxes and royalties will not vary unfavorably from the
estimates and assumptions included in the Mt Todd FS, or any future studies.
Mt Todd requires substantial capital investment, and we may be unable to raise sufficient capital on favorable terms or
at all.
Ongoing site costs, construction, operation and reclamation of Mt Todd will require significant capital. Our ability to raise
sufficient capital and/or secure a development partner or other form of transaction on satisfactory terms, if at all, will
depend on several factors, including the Mt Todd FS or any future studies, applicable laws and regulations, 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, inability to secure a development partner or other
form of transaction, actual and perceived environmental impacts, or illiquidity in the debt or equity markets, including the
cost of capital and other conditions of financing arrangements that impose restrictive covenants and security interests that
may affect the Company’s ability to operate as intended and ultimately its ability to continue as a going concern, could
impede our ability to finance ongoing and future activities at Mt Todd on acceptable terms, or at all.
If we decide to construct the mine at Mt Todd, we will assume substantial 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 that would cover the prospective expense to reclaim the Mt Todd
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. There is no assurance that we will be able to provide an acceptable form of bond or other surety, or
provide sufficient working capital to complete any required rehabilitation if and when such obligations are assumed by the
Company.
There may be delays in the construction of Mt Todd.
Delays in commencing and completing construction could result from factors such as availability and performance of
engineering and construction contractors, suppliers, consultants, and employees; availability of required equipment; delays
in receiving any required approvals and authorizations; 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, prevent
commencement of, or interrupt construction at Mt Todd. There can be no assurance of whether or when construction at
Mt Todd will start, the duration of the construction period, or that the necessary personnel, equipment, supplies, or other
resources 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 changing commodity prices, additional drilling
results and updated geologic interpretations. In addition, costs are affected by the cost of capital, tax and royalty regimes,
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trade tariffs, the global cost of mining and processing equipment, commodity prices, and foreign exchange rates, as well
as the costs of 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.
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 freshwater 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 rely on third parties to fulfill their obligations under agreements.
Our business strategy includes entering into agreements with third parties (“Third Parties”). Such Third Parties may: (i)
have economic or business interests or goals that are inconsistent with or opposed to ours; (ii) have rights in conflict with
what we believe to be in our best interests; (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 agreement(s). 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 Third Parties.
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, 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 laws and regulations will
not adversely affect our interests. Currently, our property and royalty interests are subject to environmental laws and
regulations in Australia 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, results of operation, cash
flows, financial condition, 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 these
projects for which the Company may be identified as a responsible or potentially responsible party, regardless of its level
of involvement in creating the related disturbance. We may not be aware of such claims against the Company until
regulators provide notice thereof. Consequently, we may have material undisclosed environmental responsibilities which
could negatively affect our business prospects, results of operations, cash flows, financial condition, and corporate
reputation.
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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. 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 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 such activities will be commercially successful,
lead to gold production, or add value.
Financial and Business Risks
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 a development stage issuer, and we devote our efforts to our development stage property, Mt Todd. 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.
We have incurred losses in all annual periods since 1998, except for the years ended December 31, 2011, during which we
recorded non-cash net gains, December 31, 2015 during which we recorded gains related to research and development
refunds, and December 31, 2020 during which we monetized certain mineral property interests. 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 of cash or other assets in the foreseeable future, if at all.
A substantial or extended decline in gold prices would have a material adverse effect on the value of our assets and 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 is volatile and is affected by numerous factors beyond our control. Factors tending to influence
gold prices include:
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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;
current, or expectations of future, rates of inflation or 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;
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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:
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negatively impact our ability to raise capital on favorable terms, or at all;
negatively affect our ability to find a partner, investor or lender for the development of Mt Todd;
jeopardize the development of Mt Todd;
reduce our existing estimated mineral resources and reserves by removing material from these estimates that
could not be economically processed at 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 the common shares in the capital of the Company (the “Common Shares”) and our
assets.
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 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 for
shareholders of the Company.
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. To develop Mt Todd, acquire attractive gold or other projects, and/or continue our business,
we will have to secure a development partner or otherwise source sufficient equity, debt or other forms of 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 securing a development partner or otherwise raising additional
capital on acceptable terms, including the cost of such capital and other conditions of financing arrangements that impose
restrictive covenants and security interests that may affect the Company’s ability to operate as intended and ultimately its
ability to continue as a going concern. 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.
We face intense competition in the mining industry.
The mining industry is intensely competitive in all 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 shortages 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 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.
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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 assets and business activities. 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. The 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.
Currency fluctuations may adversely affect our costs.
We have material property interests in Australia. Most costs in Australia are incurred in the local currency. Appreciation
of the Australian dollar, if any, against the U.S. dollar effectively increases our cost of doing business. This could have the
effect of increasing the amount of capital required to continue to maintain, explore and develop Mt Todd, reducing the
pace at which it is explored and developed, and/or cause activities to be suspended either temporarily or permanently.
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 passive foreign
investment company (“PFIC”) up to and including the taxable year ended December 31, 2022, and based on current
business plans and financial projections, management believes there is a significant likelihood that the Company will be
classified as a PFIC during the current taxable year. If the Company is classified as 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.
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 do or 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 position, and corporate reputation.
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Industry Risks
Calculations of mineral resources and mineral reserves are estimates only and subject to uncertainty.
Estimation of mineral resources and mineral reserves is an imprecise process and the accuracy of such estimates is a
function of the quantity and quality of available data, assumptions used, and judgments made in interpreting geological
information and estimating future capital and operating costs. There is significant uncertainty in mineral resources and
mineral reserves estimates, and the economic results of mining a mineral deposit may differ materially from the estimates
as additional data develops, interpretations change, or actual economic conditions vary from the estimates used.
Estimated mineral resources and mineral reserves may be materially affected by other factors.
In addition to uncertainties inherent in estimating mineral resources and mineral reserves, other factors may adversely
affect estimated mineral resources and mineral reserves. 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 position, and
corporate reputation.
Feasibility studies and other technical studies are estimates only and subject to uncertainty.
Feasibility studies, such as our Mt Todd FS, and other technical studies are used to estimate the economic viability of an
ore deposit, as are preliminary feasibility studies, preliminary economic assessments, and scoping studies. Feasibility
studies are the most detailed studies and reflect higher levels of confidence in estimated production rates, and capital and
operating costs. Accepted levels of confidence required to meet the standards set out in S-K 1300 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. Confidence levels for scoping studies may vary, but generally provide less confidence than
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, and other variables may cause actual results of economic viability to differ materially from these
estimates. Results of any subsequent Mt Todd feasibility study may be less favorable than the current Mt Todd FS.
Mining companies are increasingly required to consider and provide benefits to the communities, regions, 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, global climate
impacts, and other adverse environmental effects resulting from the operation of extractive industries, 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, Aboriginal peoples, communities surrounding operations, adjacent regions, and the
countries in which they operate, such constituencies benefit and will continue to benefit from their commercial activities.
The potential consequences of these pressures include reputational damage, delays, suspension of activities, legal claims,
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 and development involve 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, or our insurance for a particular event or circumstance might be insufficient, in which event we could
19
incur significant costs that could have a material adverse effect on our business prospects, results of operations, cash flows,
financial position, and corporate reputation.
Pending or future legislation and regulations or other standards intended to address climate change could result in
increased operating costs.
Gold production is energy intensive, resulting in a significant carbon footprint. A number of governments, governmental
bodies, the World Bank and/or other entities maintain, have introduced, or are contemplating laws, regulations and
standards in response to the potential impact of climate change. This type of legislation and possible future legislation and
increased regulation regarding climate change could impose significant costs related to increased energy requirements,
capital equipment, environmental monitoring and reporting and other costs to comply with such regulations.
Pending or future initiatives involving taxation could result in increased taxes 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 led by the Organization for Economic Cooperation and Development and specific country legislative
measures, including Australia, 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 expenses and related compliance
costs for Mt Todd or other future mining operations.
Securities Risks
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;
decreases in the prices of gold;
announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures;
inability to find a development partner, investor or lender on acceptable terms for the development of Mt Todd;
additions or departures of key personnel;
issuance of Common Shares by the Company; 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 or other securities claims could result in substantial costs to us and divert our
management’s attention and resources.
There may be limited liquidity for our Common Share warrants.
There is no market through which our outstanding Common Share warrants may be sold. It is not possible to predict the
price at which the warrants will trade in any secondary market or whether such market will be liquid or illiquid. To the
extent warrants are exercised, the number of warrants outstanding will decrease, resulting in diminished liquidity for such
remaining outstanding warrants. A decrease in the liquidity of the warrants may cause, in turn, an increase in the volatility
associated with the price of the warrants. To the extent that the warrants become illiquid, an investor may have to exercise
such warrants to realize value.
20
Potential dilution.
Our constating documents allow us to issue an unlimited number of Common Shares for such consideration and on such
terms and conditions as shall be established by the Board of Directors, in many cases, without the approval of shareholders.
We may issue Common Shares in offerings from treasury (including through the sale of securities convertible into or
exchangeable for Common Shares) and on the exercise of stock options or other securities exercisable for Common Shares.
We cannot predict the size of future issuances of Common Shares or the effect that future issuances and sales of Common
Shares will have on the market price of the Common Shares. Issuances of a substantial number of additional Common
Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the Common
Shares. With any additional issuance of Common Shares, investors will suffer dilution to their shareholder interest and
voting power.
Holders of our Common Shares may not receive dividends.
We have not historically declared cash dividends on our Common Shares. Holders of our Common Shares are entitled to
receive only such dividends as our Board of Directors may declare out of funds legally available for such payments. Our
ability to pay dividends will be subject to our future earnings, capital requirements and financial condition, as well as our
compliance with covenants related to any future indebtedness and would only be declared in the discretion of our Board
of Directors.
The Company may experience cybersecurity breaches.
General Risks
Regular access to and security of 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 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. Cyber risks cannot be fully
mitigated, and these threats are continuing to evolve. Therefore, 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.
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 several 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 will always 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 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, investigation and litigation, and loss of operating licenses or permits, resulting in a material
adverse effect on our reputation and results of operations.
21
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 but not limited to the British Columbia Securities Commission, the SEC, the Toronto Stock
Exchange (the “TSX”), the NYSE American, and the Financial Accounting Standards Board. These rules and regulations
continue to evolve in scope and complexity and many new requirements have been created in response to laws enacted by
the United States Congress, making compliance increasingly more difficult and uncertain, which could have an adverse
effect on our reputation and our stock price.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable.
22
ITEM 2. PROPERTIES.
References to USD or $ refer to United States currency and AUD or A$ refer to Australian currency, all in thousands,
unless specified otherwise.
Qualified Persons
The scientific and technical disclosures about Mt Todd in this annual report on Form 10-K have been reviewed and
approved by John W. Rozelle, Senior Vice President of Vista. Mr. Rozelle is a qualified person as defined by S-K 1300
and NI 43-101. For a description of the key assumptions, parameters and methods used to estimate mineral reserves and
mineral resources included in this Form 10-K, as well as data verification procedures and a general discussion of the extent
to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical,
marketing or other relevant factors, please review the technical report summary of the Mt Todd FS (as described below)
which is included as an exhibit to this Form 10-K.
Mt Todd Gold Project, Northern Territory, Australia
Summary Disclosure
The Company has one material mining property, the Mt Todd gold project located in the Northern Territory of Australia.
We hold Mt Todd through our wholly owned subsidiary Vista Gold Australia Pty. Ltd. (“Vista Gold Australia”).
Technical Report Summary
The 2022 feasibility study for Mt Todd is the technical report summary, prepared pursuant to S-K 1300, that was filed on
EDGAR on February 24, 2022 and is entitled “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd
Feasibility Study – Northern Territory, Australia” with an effective date of December 31, 2022 and an issue date of
February 9, 2022, as amended February 7, 2023 (the “Mt Todd FS”). The technical report summary remains current in all
material respects.
A companion feasibility study for Canadian purposes, pursuant to NI 43-101, was filed on SEDAR on February 24, 2022
and is entitled “NI 43-101 Technical Report - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory,
Australia” with an effective date of December 31, 2021 and an issue date of February 9, 2022. The companion report is
referenced herein for informational purposes only.
The technical data and economic conclusions of these reports are materially identical, with differences in the formatting
of the reports and details of certain assumptions resulting only from the respective disclosure requirements of S-K 1300
and NI 43-101. The reports were prepared by Sabry Abdel Hafez, Ph.D., P.Eng.; Rex Clair Bryan, Ph.D., SME RM;
Thomas L. Dyer, P.E., SME RM; Amy Hudson, Ph.D., CPG, REM; April Hussey, P.E.; Chris Johns, M.Sc., P.Eng.; Max
Johnson, P.E.; Deepak Malhotra, Ph.D., SME RM; Zvonimir Ponos, BE, MIEAust, CPeng, NER; Vicki J. Scharnhorst,
P.E., LEED AP; and Keith Thompson, CPG, member AIPG, each of whom is a qualified person under S-K 1300 and NI
43-101.
The following description of Mt Todd has been derived, in part, from the Mt Todd FS and readers should consult the Mt
Todd FS to obtain further particulars regarding Mt Todd. The Mt Todd FS is available for review at www.sec.gov and
under our profile at www.sedar.com. The Mt Todd FS 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 Mt Todd FS.
23
Project Location and Access
Mt Todd is located 56 kilometers by road northwest of Katherine, NT, Australia, and approximately 290 kilometers by
road southeast of Darwin, NT. Access is by existing paved public roads and approximately four kilometers of paved private
road. We control and maintain the private paved road.
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. The 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 mine plant site and waste rock dumps.
Project Stage
The Mt Todd gold project is a development stage property with proven and probable mineral reserves.
24
Feasibility Study Results
The Mt Todd FS evaluates a 50,000 tpd project (“50,000 tpd Project”) that optimizes payable gold, capital efficiency,
operating costs and net present value (“NPV”).
The 50,000 tpd Project highlights include:
•
•
•
•
•
•
•
estimated proven and probable mineral reserves of 6.98 million ounces of gold (280 Mt at 0.77 g Au/t) at a
cut-off grade of 0.35 g Au/t(1)(2);
average annual production of 395,000 ounces of gold over the 16-year mine life, including average annual
production of 479,000 ounces of gold per year during the first seven years of operations following
commissioning and ramp-up;
life of mine average cash costs of $817 per ounce, including average cash costs of $752 per ounce during the
first seven years of operations following commissioning and ramp-up;
a 16-year operating life;
initial capital requirements of $892 million which assume an owner-operated mining fleet, power generated
on-site by a third-party, and a locally based employee workforce;
after-tax NPV5% of $999.5 million and internal rate of return (“IRR”) of 20.6% at a gold price of $1,600 per
ounce and an AUD:USD exchange rate of 0.71; and
after-tax NPV5% of $1.7 billion and IRR of 29.4% at a price of $1,900 per ounce of gold and an AUD:USD
exchange rate of 0.71 based on the Gold Price and Foreign Exchange Sensitivity Table below.
(1) Note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 and CIM Definition
Standards.
(2) See “Item 1. Business – Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and
Proven and Probable Mineral Reserves” in this annual report on Form 10-K for additional information.
Key statistics of the 50,000 tpd Project are presented in the table below:
Average Plant Feed Grade (g Au/t)(3)
Average Annual Gold Production (koz)
Payable Gold Total (koz)
Average Recovery (%)
Cash Costs ($/oz)(4)
AISC ($/oz)(5)
Strip Ratio (waste:ore)
Initial Capital ($ millions)
After-tax NPV 5% ($ millions)
After-tax IRR
After-tax Payback (Months)
Years 1-7(1)
Life of Mine (16 years)(2)
$
$
1.01
479
3,353
92.2 %
752
860
2.77
$
$
$
$
0.84
395
6,313
91.6 %
817
928
2.51
892
999.5
20.6 %
47
Note: Table economics presented using $1,600/oz gold and a A$1.00 :$0.71 exchange.
(1) Years 1-7 start after the 6-month commissioning and ramp up period.
(2) Life of mine is from start of commissioning and ramp up through the final closure.
(3) Post-sorting grinding circuit feed grade.
(4) Cash Costs per ounce is a non-U.S. GAAP financial measure; see Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Non-U.S. GAAP Financial Measures for additional disclosure.
(5) All-in Sustaining Costs (“AISC”) per ounce is a non-U.S. GAAP financial measure; see Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Non-U.S. GAAP Financial Measures for
additional disclosure.
25
The following chart presents the 50,000 tpd Project annual cash flow using $1,600/oz gold and an A$1.00:$0.71 exchange
rate:
The following table provides additional details of the 50,000 tpd Project economics at variable gold price and foreign
exchange assumptions:
Foreign
Exchange
Rate
($/A$)
0.74
0.71
0.68
Gold Price and Foreign Exchange Rate Sensitivity Table ($ Millions)
Gold Price
$1,300
$1,400
$1,500
$1,600
$1,700
$1,800
$1,900
NPV5% IRR NPV5% IRR NPV5% IRR NPV5% IRR NPV5% IRR NPV5% IRR NPV5% IRR
$214 8.6%
$453 12.4% $674 15.5% $911 19.0% $1,144 22.1% $1,372 25.0% $1,589 27.7%
$304 10.2% $541 14.0% $762 17.3% $999.5† 20.6%† $1,229 23.7% $1,458 26.7% $1,674 29.4%
$393 11.9% $626 15.6% $851 18.9% $1,085 22.3% $1,313 25.7% $1,543 28.5% $1,758 31.3%
† Reflects the assumptions used for the economic analysis in the Mt Todd FS.
26
Key capital expenditures for the 50,000 tpd Project initial and sustaining capital requirements are:
Capital Expenditures ($ 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
$
$
$
81 $
Sustaining
Capital
531
28
89
8
—
—
—
44
700
(37)
663 (1)
474
56
45
24
100
27
86
892 $
—
892 $
Total Capital per Payable Ounce of Gold
$
141 $
105 (1)
Note: Amounts may not add to total 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.
(1) Net of asset sales.
The Mt Todd FS contemplates an owner-operated mining fleet at initial capital of $86 million and sustaining capital of
$565 million, inclusive of contingency. The study assumes the equipment will be sold when retired from operations, at an
estimated salvage value of $21 million. Fleet operators, along with other employees, are expected to be community based,
providing benefits by lower camp-related capital and operating costs. Mining equipment would be maintained through a
full maintenance and repair contract with the manufacturer’s authorized dealer. Overall, this approach is expected to
produce lower operating costs compared to contract mining.
The Mt Todd FS utilizes 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 (“VXP Mills”) as the preferred fine grinding mill.
The 50,000 tpd Project incorporates purchasing electrical power from a third-party. The power plant will be owned,
operated, and provide power to the Project on a dedicated contract.
The following table presents a breakdown of 50,000 tpd Project operating costs.
Operating Cost
Mining
Processing
Site General and Administrative
Jawoyn Royalty(1)
Water Treatment
Tailings Management
Refining Costs(1)
Total Cash Costs(2)
First 7 Years
Life of Mine Cost
Per ore tonne
Per ore tonne
Per ounce processed
processed
$
8.52 $ 316 $
9.39
1.06
0.86
0.26
0.08
0.09
20.28 $ 752 $
348
39
32
10
3
3
Per ounce
6.79 $ 302
419
9.44
44
0.99
32
0.72
13
0.29
4
0.08
0.08
3
18.40 $ 817
$
Note: Table may not add to total due to rounding
(1) Jawoyn Royalty (as defined below) and refining costs calculated at $1,600 per ounce gold and an A$1.00 : $0.71 exchange
rate.
(2) Total Cash Costs is a non-U.S. GAAP financial measure; see Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Non-U.S. GAAP Financial Measures for additional disclosure.
27
In November 2020, we modified our agreement with the Jawoyn Association. The modified agreement provides the
Jawoyn Association with a gross proceeds royalty (“GPR”) ranging between 0.125% and 2.0%, depending on prevailing
gold prices and foreign exchange rates, instead of its previous right to become a 10% participating joint venture partner in
Mt Todd (“Jawoyn Royalty”). The modified agreement did not affect the previously agreed 1.0% GPR. The combined
GPR range is now from 1.125% to 3.0% and is reflected in the table above.
The life of mine production schedule contemplates 280.4 million tonnes of ore containing an estimated 6.98 million ounces
of gold at an average grade of 0.77 g Au/t to be processed over a 16-year operating life of the Project. Total recovered
gold is expected to be 6.31 million ounces. Average annual gold production over the life of the Project is expected to be
395,000 ounces, which includes averaging 479,000 ounces during the first seven years of commercial operations.
Commercial operations are anticipated to begin after two years of construction and a six-month commissioning and ramp-
up period.
The following table summarizes the production schedule. The shaded portion of the table highlights the impact of sorting
which reduces the tonnage processed by 10%, increases the processed grade by a similar percentage, and results in cost
savings in the grinding, leaching and tailings handling.
Recovery
(%)
0
92.6%
92.1%
92.5%
91.3%
91.7%
92.4%
92.3%
91.2%
89.8%
90.1%
90.7%
91.4%
91.6%
91.7%
91.6%
90.7%
89.8%
91.6%
Years
Pit Ore
Mined
(kt)
Waste
Mined
(kt)
Ore
Crushed
(kt)
Crushed
Grade
(g/t)
Contained
Ounces
(kozs)
Ore to
CIP
(Post
Sorting)
CIP
Grade
(g/t)
Contained
Ounces
(kozs)
Gold
Produced
(kozs)
7,188
18,216
30,578
19,696
15,218
27,591
25,499
13,229
7,779
13,866
14,523
20,830
18,523
11,307
13,829
9,149
0
0
0
(1)
12,334
1 †
17,750
2
17,750
3
17,799
4
17,750
5
17,823
6
17,750
7
17,774
8
17,774
9
17,750
10
17,750
11
17,774
12
17,774
13
17,750
14
17,750
15
16,710
16 ‡
2,612
17 ‡
Total 267,021 671,331 280,375
Note: Amounts may not add due to rounding.
14,066
25,904
38,623
63,199
69,774
66,264
74,510
77,291
71,277
59,499
50,082
40,490
13,685
4,388
1,866
412
0
0
0
1.10
0.88
1.04
0.66
0.79
1.03
0.97
0.69
0.52
0.55
0.61
0.72
0.76
0.79
0.78
0.64
0.54
0.77
0
436
503
594
378
451
591
554
392
295
312
347
410
433
448
446
344
45
6,979
(kt)
0
11,100
15,975
15,975
16,019
15,975
16,041
15,975
15,997
15,997
15,975
15,975
15,997
15,997
15,975
16,120
15,968
2,612
253,673
0.00
1.21
0.97
1.14
0.73
0.87
1.13
1.06
0.75
0.57
0.60
0.67
0.79
0.83
0.86
0.85
0.66
0.54
0.84
0
431
497
587
373
445
583
546
386
291
308
343
404
428
442
440
341
45
6,891
0
399
458
542
341
408
539
504
352
261
277
311
370
391
406
403
310
41
6,313
† Six-month startup and commissioning period ahead of full production
‡ Total milled ore includes material from the existing heap leach pad that is processed in years 16 and 17.
28
Mineral Resources and Mineral Reserves Estimates
The mineral resources and mineral reserves reported in this section were prepared in accordance with both S-K 1300
standards and CIM Definition Standards. The table below presents the estimated mineral resources for the Project.
Mt Todd Gold Project – Summary of Gold Mineral Resources based on US$1,300/oz Gold
Batman Deposit
Heap Leach Pad
Quigleys Deposit
Total
Tonnes
(000s)
Grade
(g Au/t)
Contained
Ounces
(000s)
Tonnes
(000s)
Grade
(g Au/t)
Contained
Ounces
(000s)
Tonnes
(000s)
Grade
(g Au/t)
Contained
Ounces
(000s)
Tonnes
(000s)
Grade
(g Au/t)
Contained
Ounces
(000s)
—
10,816
—
1.76
—
613
—
—
—
—
—
—
594
7,301
1.15
1.11
22
260
594
18,117
1.15
1.49
—
—
—
—
—
—
7,895
1.11
3,981
1.46
282
187
18,711
1.49
65,304
0.77
22
873
895
1,608
Measured
Indicated
Measured
&
Indicated
10,816
1.76
613
Inferred
61,323
0.72
1,421
Notes:
• Measured & indicated resources exclude proven and probable reserves.
•
The Point of Reference for the Batman and Quigleys deposits is in situ at the property. The Point of Reference for the Heap
Leach is the physical Heap Leach pad at the property.
Batman and Quigleys resources are quoted at a 0.40g-Au/t cut-off grade. Heap Leach resources are the average grade of the
heap, no cut-off applied.
Batman: Resources constrained within a US$1,300/oz gold WhittleTM pit shell. Pit parameters: Mining Cost US$1.50/tonne,
Milling Cost US$7.80/tonne processed, G&A Cost US$0.46/tonne processed, G&A/Year 8,201 K US$, Au Recovery, Sulfide
85%, Transition 80%, Oxide 80%, 0.2g-Au/t minimum for resource shell.
•
•
• Quigleys: Resources constrained within a US$1,300/oz gold WhittleTM pit shell. Pit parameters: Mining cost US$1.90/tonne,
Processing Cost US$9.779/tonne processed, Royalty 1% GPR, Gold Recovery Sulfide, 82.0% and Ox/Trans 78.0%, water
treatment US$0.09/tonne, Tailings US$0.985/tonne.
• Differences in the table due to rounding are not considered material. Differences between Batman and Quigleys mining and
•
•
•
•
metallurgical parameters are due to their individual geologic and engineering characteristics.
Rex Bryan of Tetra Tech, Inc. is the QP responsible for the Statement of Mineral Resources for the Batman, Heap Leach Pad
and Quigleys deposits.
Thomas Dyer of RESPEC is the QP responsible for developing the resource WhittleTM pit shell for the Batman Deposit.
The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resources estimates under the
requirements of SK-1300 is December 31, 2022. There have been no changes in the mineral resource estimates since
December 31, 2021 because upon review the Company and the relevant qualified persons determined that the same material
assumptions and estimates, including all economic parameters for resource estimation purposes, continued to apply as of
December 31, 2022.
The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resource estimates under the
requirements of NI 43-101 is December 31, 2021.
• Mineral resources that are not mineral reserves have no demonstrated economic viability and do not meet all relevant
modifying factors.
There was no change in resource estimates as of December 31, 2022 compared to December 31, 2021 as the same material
assumptions and criteria were determined to continue to apply to the resource estimates and there was no conversion of
resources into reserves in the fiscal year ending December 31, 2022.
The mine plan in the Mt Todd FS includes both proven and probable mineral reserves and results in estimated total
recovered gold of 6.31 million ounces.
29
The table below presents the estimated mineral reserves for the Project.
Mt Todd Gold Project – Summary of Gold Mineral Reserves based on 50,000 tpd, 0.35 g Au/t cut-off and $1,125
per Ounce Pit Design
Batman Deposit
Heap Leach Pad
Total
Tonnes
(000s)
Grade Ounces
(000s)
(g Au/t)
Tonnes Grade Ounces
(000s)
(g Au/t)
(000s)
Tonnes
(000s)
Grade Ounces
(000s)
(g Au/t)
Contained
Contained
Contained
Proven
Probable
Proven & Probable
Economic analysis conducted only on proven and probable mineral reserves.
81,277
185,744
267,021
2,192
4,555
6,747
0.84
0.76
0.79
—
13,354
13,354
—
0.54
0.54
—
232
232
81,277
199,098
280,375
0.84
0.75
0.77
2,192
4,787
6,979
Notes:
•
•
• Deepak Malhotra is the QP responsible for reporting the heap-leach pad reserves.
•
Thomas L. Dyer, P.E., is the QP responsible for reporting the Batman Deposit Proven and Probable reserves.
Batman deposit reserves are reported using a 0.35 g Au/t cutoff grade.
Because all the heap-leach pad reserves are to be fed through the mill, these reserves are reported without a cutoff grade
applied.
The reserves point of reference is the point where material is fed into the mill.
The effective date of the mineral reserve estimates under the requirements of S-K 1300 is December 31, 2022. There have
been no changes in the mineral reserve estimates since December 31, 2021 because the Company and the relevant qualified
persons determined that the same material assumptions and criteria continued to apply as of December 31, 2022, including
that the Company used a cutoff grade higher than the economic cutoff grade such that any intervening changes in the
underlying economic assumptions were not material and did not require use of a cutoff grade greater than 0.35 g Au/t for
mineral reserve estimation purposes.
The effective date of the mineral reserve estimates under the requirements of NI 43-101 is December 31, 2021.
•
•
•
Cautionary note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 and
CIM Definition Standards. 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.”
There was no change in reserve estimates as of December 31, 2022 compared to December 31, 2021 as the same material
assumptions and criteria were determined to continue to apply to the reserve estimates and there was no depletion of
reserves in the fiscal year ending December 31, 2022 as the Mt. Todd Gold Project is in the development stage
The tables below show the resource classification criteria and variogram parameters for the Batman resource model.
30
Property Holdings
In 2006, through an agreement with Pegasus Gold Australia Pty. Ltd. (“Pegasus”), the NT Government, and the Jawoyn
Association, we acquired the concession rights and access to Mt Todd. Also in 2006, through an agreement with the NT
Government, we established the rights and obligations of Vista and the NT Government 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
and the Company has requested an additional extension.
Total land holdings controlled by Vista Gold Australia are approximately 1,705 Km2. 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 reserves and resources are located within the boundaries of
the MLs and substantially all of the estimated mineral reserves and resources at Mt Todd are located in the Batman deposit.
The Batman and Quigleys deposits are located within the MLs. Should a deposit be discovered on the ELs, the portion of
the related EL would have to be converted to an ML before mining operations could start.
31
Mineral Licenses
MLN 1070
MLN 1071
MLN 1127
MLN 31525
Subtotal
Exploration Licenses
EL29882
EL29886
EL30898
EL32004
Mt Todd Land Holdings of Vista Gold Australia
Estimated Holding
Requirements
Annual Rent & Annual Work
Annual
Surface
Area
(Km2)
Location
Description
(UTM)
Mining License
Block
Location Date/
Grant Date Renewal Date
39.8
March 5, 1993 March 4, 2043
13.3
centered at
March 5, 1993 March 4, 2043
approximately
188555E,
435665N
March 5, 1993 March 4, 2043
September 3,
2042
September 4,
2017
0.8
1.6
55.4
Admin Fees
(thousands
of A$)
88
(due March 4)
29
(due March 4)
2
(due March 4)
4
(due September 3)
123
Requirement Expenditure/
Technical
Reports Due
(thousands
of A$)
N/A
N/A
N/A
N/A
-
May 4
May 4
May 4
May 4
Estimated Holding
Requirements
Location Date/
Grant Date Renewal Date
Annual Rent & Annual Work
Annual
Admin Fees
(thousands
of A$)
Requirement Expenditure/
Technical
Reports Due
(thousands
of A$)
September 16,
2013
September 15,
2023
39
(due September 15)
125
May 14
September 16,
2013
September 15,
2023
45
(due September 15)
77
May 14
May 3, 2016
May 2, 2024
13
(due May 2)
12
May 14
November 21,
2019
November 20,
2025
4
(due November 20)
30
May 14
Surface
Area
(Km2)
Location
Description
556
595
187
163
(UTM)
Centered at
approximately
189100E,
84520000N
Centered at
approximately
200300E,
8452000N
Centered at
approximately
176100E,
8428700N
Centered at
approximately
164000E,
8430550N
Centered at
approximately
160180E,
8445150N
ELA32005
Subtotal
149
1,650
Totals A$
Totals US$ (exchange rate of A$1.00 = $0.682 on December 31, 2022)
Under
application
Under
application Under application
Under
application
244
Under
application
244
166
101
224
153
The surface land in the area of the contiguous MLs and ELs (excluding EL 32004) is freehold land owned by the Jawoyn
Association. Because the Jawoyn Association 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 Jawoyn Association for access to the land.
Annually, we are required to submit a care and maintenance MMP to the DITT 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. We received our
operational MMP in June 2021, 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 in the process of
being amended to align with the design changes in the Mt Todd FS. The remaining 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 sufficient surety bonding to fund mine closure.
32
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:
•
•
•
•
•
a tailings storage facility with capacity for approximately 80 million tonnes of additional material;
a fresh water storage reservoir that would receive a two-meter dam raise and would harvest stormwater expected
to be 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; and
current electrical connection to the NT electric grid.
In addition, we expect reduced earthworks costs due to the process plant location being the same as the previous process
plant, which has already been cleared and graded.
Other benefits of Mt Todd’s NT location include:
•
•
•
the Stuart highway – the main North / South highway in the NT is less than 10 kilometers from the Project site;
rail line parallel to the Stuart highway; and
the regional center of Katherine (population approximately 12,000) less than 40 kilometers from site and the NT
capital of Darwin less than 290 kilometers from the Project site, which has port access.
The area has both historical and current mining activity and therefore a portion of the skilled workforce should be able to
be sourced locally. In addition, Katherine offers the necessary support functions that are typically 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 facility;
• mine support facilities (heavy vehicle 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;
•
•
power supply;
pit dewatering;
• mine services;
•
•
•
communications;
gatehouse; and
expanded existing and additional tailings storage facility.
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 minor volcanics. The
33
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 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.
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.
Historical Operations
The Batman gold prospect is located in the Pine Creek Geosyncline 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.
34
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 meters, 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 carbon in pulp (“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 (historical
reported production, not S-K 1300 or 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.
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 acquired a shareholding in
Zapopan, following which Zapopan acquired Billiton’s interest. Pegasus progressively increased their shareholding until
they acquired full ownership of Zapopan in July 1995.
Historical preliminary studies (not S-K 1300 or 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.
Based on our review of the historical 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.
Historical heap leach production is shown in the table below:
Category
Historical Heap
Leach Production
Reported
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 historical production numbers
that pre-date Vista’s ownership. The QPs and issuer consider
historical 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.
35
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 third and fourth 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.
In March 2006, Vista acquired the concession rights from the Deed Administrators and surface rights from the Jawoyn
Association and entered into a contract with the NT Government.
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 historical work in the area and site visits. To
date, two of the geophysical targets, Golden Eye and Snowdrop, have been drilled and a third, Black Hill, has been covered
by soil sampling.
The Wandie target has a different magnetic signature. Field examination identified small-scale pits on an iron-rich
outcropping.
There are no reportable mineral resources and mineral reserves on the ELs. No data from the ELs were used in the
development of the Mt Todd FS results.
Exploration sampling summary:
Year
2008
2009
2010
2011
2012
Rock Chips
164
45
224
79
295
Soils
0
1,333
3,135
1,925
2,312
36
2013
2014
2015
2016
2017
2018
2019
2020
2021
572
2,601
841
241
1,098
341
313
278
0
51
143
53
27
78
132
170
9
11
2022
Total Samples
60
15,050
556
2,037
Exploration Potential for MLs
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 Batman, 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 were performed under the supervision of prior operators in conjunction with evaluation of the
Batman pit and are discussed in the Mt Todd FS, as part of the overall Project sampling and assaying methodology.
Drilling
Batman Deposit
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.
The table below shows a summary of Batman Deposit drilling from 1988 to 2017. A large percentage of the historical
drilling was by reverse circulation (“RC”) of less than 100 meters in depth. The RC drilling was used for ore grade control
during the mining operations of Pegasus and General Gold Resources. Vista’s drilling discovered a larger Batman Deposit
resource by probing deeper with diamond drilling averaging 550 meters in depth.
37
Batman Deposit Drilling History
Date
1988
1989
1990
1991
1992
1993
Reference
Truelove
Kenny, Wegmann, Fuccenecco
Wegmann, Fuccenecco, Gibbs
Billiton
Zapopan
Zapopan
1994-1997
Pegasus Gold
1998-2000 General Gold Resources
2007
2008
2010
2011
2012
2015
Vista
Vista
Vista
Vista
Vista
Vista
2016-2017 Vista
1988-2017
Batman Total
Vista Drilling 2012 – 2017
Holes (#)
Percussion
(m)
Diamond
(m)
17
133
122
149
18
16
170
105
25
16
12
7
27
5
4
1,475
6,263
—
501
—
—
—
—
—
—
—
—
—
—
—
—
8,562
5,060
202
1,375
—
—
7,436
9,883
8,938
6,864
4,480
17,439
3,185
1,635
RC
(m)
—
3,065
8,072
3,090
1,320
2,814
22,534
26,365
—
—
—
—
—
—
—
826
8,239
75,059
67,260
Between the fourth quarter of 2012 and the end of the first quarter of 2017, the Vista exploration program at the Batman
Deposit consisted of 22 diamond core drillholes containing 12,530 meters that targeted both infill definitional drilling and
step-out drilling.
The majority of drilling was angled so as to be approximately perpendicular to the mineralized core. This orientation more
accurately transects the true thickness of the mineralization. The Batman Deposit mineralization forms a set of stacked
plates that strike to the north and plunge steeply to the east. These mineralized zones have been defined by wireframes
which are used to constrain the higher grades for resource estimation. Early drilling sampled the deposit near the surface
allowing for shorter drillhole depths. Exploring the deeper portions of the deposit has required drill collars to be offset to
the east with longer drillhole lengths to reach the mineralized zone. Recent Vista drilling in particular has targeted the
deeper portions of the Batman Deposit. The positioning of the Vista drillhole collars was constrained to be outside of the
flooded historical pit. Most Vista drilling has been oriented so as to transect the higher-grade mineralized zone.
While there are random high-grade intercepts outside of the core, the majority of higher-grade mineralization resides in
the core zone of the deposit.
Quigleys
The table below shows the Quigleys Deposit drilling history. The Quigleys Deposit was mined from 1982 to 1987 during
which the largest amount of drilling was percussion type used for ore grade control.
Relevant intervals of mineralization are contained within blanket-like zones which are modeled with 3-D wireframes for
resource estimation. The mineralized zones have been defined by wireframes which are used to constrain the higher grades
for the resource estimation. The majority of drilling was angled so as to be approximately perpendicular to the mineralized
38
core. This orientation more accurately transects the true thickness of the mineralization. While there are random high-
grade intercepts outside of the core, the majority of higher-grade mineralization resides within the defined zones. In 2011,
Vista explored the potential for a deeper deposit with three diamond drillholes, each over 350 meters in depth.
Quigleys Deposit Drilling History
Reference
Holes (#)
Percussion
(m)
Diamond
(m)
RC (m)
Date
1975
1981
Australian Ores and Minerals/Esso
Arafura Mining Corp / CRA
1982-1987 Pacific Gold Mines NL (Small Scale Mining)
1989
2011
Pacific Gold Mines
Vista
1988-2017 Quigleys Total
Drilling Results
2
14
603
9
3
631
—
—
41,429
501
—
200
676.5
9710
202
1,090
—
—
4,013
—
—
41,930
11,878
4,013
The results of drilling at the Batman Deposit and Quigleys Deposit were used to determine the gold mineral reserves and
resources estimates for the Batman Deposit and Quigleys Deposit. Vista’s drilling discovered a larger Batman resource by
probing deeper with diamond drilling averaging 550 meters in depth. While there are random high-grade intercepts outside
of the core, the majority of higher-grade mineralization at Batman resides in the core zone of the deposit. Relevant intervals
of mineralization at Quigleys Deposit are contained within blanket-like zones which are modeled with 3-D wireframes for
resource estimation. While there are random high-grade intercepts outside of the core zone, the majority of higher-grade
mineralization at the Quigleys Deposit resides within the defined zones.
2020-2022 Drilling Program Results and Exploration Targets
Between late 2020 and early 2022, we completed an exploration drilling program designed to demonstrate that the Batman,
Golf Tollis, and Quigleys deposits are not independent of each other but connected by structure and mineralization. This
program consisted of 26 drill holes totaling 8,887 meters of HQ diamond core. The program consistently intersected
mineralization predicted by our geologic model and demonstrated both horizontal and vertical continuity of the targeted
structures. Additionally, the program identified four quality exploration targets as well as other potential structures along
a 5.4-km portion of the 24-km Batman-Driffield Trend that contains the Batman, Golf Tollis, and Quigleys deposits.
Sampling, Analysis and Data Verification
The same sampling method and approach has been used for all diamond drillholes completed by Vista at Mt Todd. The
drill core, upon removal from the core barrel, was placed into plastic core boxes. The plastic core boxes were transported
to the sample preparation building where the core was marked, geologically logged, geotechnically logged, photographed,
and cut into halves. One-half was placed into sample bags as nominal one-meter sample lengths, and the other half retained
for future reference. The only exception to this was when a portion of the remaining core had been flagged for use in the
ongoing metallurgical test work.
The bagged samples had sample tags placed both inside and on the outside of the sample bags. The individual samples
were grouped into “lots” for submission to Northern Analytical Laboratories for sample 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 Mt Todd
FS resource update.
39
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 core 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 to the core 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 cutting and
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
were used for structural measurements. When orientation marks were insufficient an estimated 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 meter, 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; and
each core tray was photographed and restacked on pallets pending sample cutting and stored on site indefinitely.
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) and sealed. The sealed crates
were stacked outside the core logging shed until picked up for transport.
The following laboratories have been used for sample preparation, analyses, and check assays:
Laboratory
ALS | Minerals
Address
Purpose
Abbreviation Certifications
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
40
Vista is completely independent of each of the above listed analytical testing entities, other than the engagement of said
entities as a service provider.
Each of the laboratories listed follow their own quality controls based on international standards. For example, ALS uses
accredited methods specified by ISO/IEC 17025 in North America and Australia. The standards specify a recipe and set
of quality control steps that the laboratory should follow including how the sample should be coded to obscure its
relationship to the drilling geometry; how the received sample should be prepared; what analytical steps need be taken,
given the required detection level and material analyzed, what instruments should be employed, what internal quality
controls should be done such as: periodic assaying of duplicate samples, the insertion of certified calibration samples;
utilizing blanks; and including a required number of randomized samples.
Mt Todd as a gold project requires assays to be done with the industry standard of fire assay. To get these fire assay results
core samples from drillholes are split at Mt Todd into two with one archived and the other sent to an analytical laboratory.
At the lab the sample is pulverized into a powder, with a subsample taken for fire assay. This subsample is then mixed
with a fluxing agent. The remaining pulverized material is called a pulp archive, which can be used for within and between
laboratory validations. The chosen sample is then heated in a furnace where it fuses and separates into a “button” which
contains the gold. There are several methods to extract the gold from the button. The most common method is by combining
the button with lead as a collector. The lead oxidizes and is absorbed into a cupel leaving a gold bead. Due to the relatively
low concentration of gold at Mt Todd the lab must choose an analytical method able to detect at least 5ppb gold. The
methods are generally by atomic absorption or inductively coupled plasma-mass spectrometry. The bead is dissolved in
aqua regia or dissolved in hydrochloric acid and then analyzed by the selected instrument. The resultant assay values are
reported by an assay certificate which is electronically or physically sent to the staff at Mt Todd. The assay results are
entered with the drilling database.
Vista requires periodic rechecking of assays both within and between laboratories. As an example, 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, WA for assay analyses. One in every 20 pulp or reject
was sent from ALS in Alice Springs to 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. Following completion of assay results,
all pulps and reject material was shipped back to the Mt Todd site and stored.
A comprehensive check of the quality of 12,365 assays in the database was undertaken by an outside auditor. Records
were selected from among those that relate to mineralization that is still in situ. These were divided into three subsets, to
be checked by three individual checkers. An additional 1,812 records were spot-checked in greater detail by a fourth
individual. After the checking was done, from the original 12,365 records, 95% were selected that had gold value in the
database and a gold assay in a source document such as an assay certificate. Of the assay pairs, 8,549 were “historical” in
the sense of dating prior to Vista’s acquisition of the project and 3,262 assay pairs originate with Vista’s work. For context,
Mt Todd assay table as of August of 2011 contained 118,550 records, 26,579 of them originating from Vista’s work.
Eight significant outliers were found with gold values in the database that differed from the source documents. Those eight
were double-checked and were found to be real cases of the database containing data that differ from the source documents.
The below table shows that most of the differences between the gold values in the database and those gleaned from the
source documents are very small, although around economic cutoff grades the differences may well represent large
percentages. More than 99% of the differences fall in the range -0.1 ppm Au to +0.1 ppm Au which is below the 0.4 ppm
cutoff grade. However, a Mann-Whitney Test suggests that the differences between the two populations are not statistically
different.
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 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 were shipped back to the Project site and stored.
41
Comparison of Assay Values between the Database and Source Documents
Center of Cell Range in ppm
Au
Frequency
Percent
Cumulative
(+/- 0.1 ppm Au)
-1.2
-1
-0.8
-0.6
-0.4
-0.2
0
0.2
0.4
0.6
0.8
1
1.2
0
0
1
0
0
3
0.00
0.00
0.01
0.00
0.00
0.04
8,539
99.88
5
0
0
0
0
1
0.06
0.00
0.00
0.00
0.00
0.01
Percent
0.00
0.00
0.01
0.01
0.01
0.05
99.93
0.99
99.99
99.99
99.99
99.99
100.00
Differences with no rounding or truncation of data
The tables show the comparison of the gold grade assays within the database and source documents. One of the three
data sets checked contained 3,262 assays from drilling campaigns by Vista in 2007 and 2008. Checks of the Vista
data against original sources were done by one individual, using essentially the same procedures as had been used for
checking the historical assays. A summary table of the findings is presented below. Of the 12 differences noted, two
are significant. A gold value of 0.005 ppm Au in the database compared to the correct gold value of 0.8 ppm Au. A
gold value of 1.08 ppm Au in the database compared to the correct gold value of 0.01 ppm Au. In addition, a separate
detailed audit was done on 638 assays on Vista drillhole VB08-036. This audit shows that discrepancies within the
database on the global resource estimate are not material.
Summary of Comparisons of Historical Assays
Au in PPM
Historical Assays
Database
Source
Average
Std Dev
Count
Max
Min
Median
Differences > 0.01 ppm Au
Differences < 0.01 ppm Au
0.79
1.48
1171
33.44
0.005
0.3
0.70
1.48
1171
33.45
0.005
0.3
Differences,
Source -
Database in
PPM
0
0.01
565
0.255
-0.29
0
20
4
42
Summary of Comparisons of Vista Assays
Au in PPM
Vista Assays
Database
Source
Average
Std Dev
Count
Max
Min
Median
Differences > 0.01 ppm Au
Differences < 0.01 ppm Au
0.79
1.89
3262
55.37
0.005
0.26
0.78
1.89
3262
55.37
0.005
0.26
Differences,
Source -
Database in
PPM
0
0.02
12
0.79
-1.07
0
3
6
The Company requires periodic rechecking of assays both within and between laboratories. As an example, 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, WA for assay analyses. One in every 20 pulps or
rejects was sent from ALS in Alice Springs to 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. No bias in assays was found
with a slope of 0.992 and a correlation of 99%. There was only one significant difference that was detected from a total of
2,948 comparisons. The Company’s assaying protocols are observed and required for every assay program, regardless of
whether the exploration work is for resource estimation or metallurgical testing.
John W. Rozelle, Senior Vice President of Vista and a qualified person as defined by S-K 1300 and NI 43-101, has verified
the data disclosed in this document, including sampling, analytical and test data underlying the information contained in
the disclosure.
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.
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 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.
Mining Operations
The Project 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
43
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 CIP recovery circuit.
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.
The flowsheet for the Project is illustrated below.
Metallurgical Testing
Our metallurgical test work programs have confirmed: (1) ore hardness of the Batman deposit is consistent throughout the
deposit and does 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 historical 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.
44
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 from the HPGR is harder than the crushed product.
• The rejected waste material had a BWi higher than both the composite sample prepared from the minus 5/8”
HPGR crusher product and the XRT ore sorting product that is returned to the HPGR crushers.
• The BWi for the final HPGR product ranged from 23.10 to 26.63. 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.
HPGR Crusher Selection
The proposed 50,000 tpd Project comminution circuit incorporates the use of a gyratory crusher and two cone crushers for
the primary and secondary stages, respectively, and the use of two HPGR crushers as the third-stage of the crushing circuit.
The test work 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; and one, one-tonne composite prepared from 3.75" drill
core. In addition to these composites, three one-tonne composites were made from 2.75” drill core. Four of the 3.75”
composites contained predominately sulfide mineralization and one composite contained mixed oxide/sulfide material that
is encountered on the periphery of the deposit. The remaining three 2.75” drill core composites all contained sulfide
material. The drill core was HPGR crushed and screened at 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 0.35 g Au/t, resulting in a gold loss from the rejected waste of approximately 1.3%. The improvement in mill
feed grade is expected to be approximately 8%, resulting in run-of-mine average mill feed grade of 0.84 g Au/t compared
to the life-of-mine Batman Pit mineral reserve grade of 0.79 g Au/t.
45
Gold Recoveries
We evaluated 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 ~91.6% on a weighted-average basis, 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 historical Mt Todd mine started
as a heap leach operation with historical 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 proposed CIP flowsheet.
The Mt Todd FS 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.
Permitting
During September 2014, the EIS was approved. In its Assessment Report, the NT EPA 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 NT EPA Assessment Report includes 28
recommendations which are 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 granted by the Australian Commonwealth
Department of Environment and Energy in January 2018.
In November 2018, we applied for the MMP approval, which is the operating permit that sets out how the mine operating
strategy will be implemented throughout the mine life in compliance with the EIS and EPBC requirements. The MMP was
approved in June 2021 and is in the process of being amended to align with the larger-scale design in the Mt Todd FS. The
changes to the waste rock dump design have been referred to the NT EPA as required under the Environmental Protection
Act 2019 for its consideration.
46
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.
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. NT EPA provided its final assessment of the Project in June 2014. Final approval was given in
September 2014.
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 obtained approval of a waste discharge license from the NT Government that authorized the release of treated water
from the Mt Todd site during the wet season in accordance with an 80% protection limit environmental standard. We
discharged treated water 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 2022, the pit contained approximately 0.7 gigaliters of
water due to previous dewatering operations. The present volume of water in the pit will not present any major issues when
resuming operations in the Batman pit.
2023 Project Development Plans
The Company is evaluating a smaller scale project at Mt Todd, targeting a significantly lower initial capital cost while
maintaining operating costs very close to those estimated in the Mt Todd FS. A smaller project would be scalable, allowing
for throughput expansion or mine-life extension. The completion of this study is expected in the first quarter of 2023.
The strategic process with CIBC Capital Markets is ongoing and remains a top priority.
Vista reduced its recurring costs in 2022, and reducing costs and maximizing effectiveness continue to be high priorities
in 2023. Vista expects to incur expenditures of approximately $2,100 for its Mt Todd site maintenance and environmental
stewardship activities.
ITEM 3. LEGAL PROCEEDINGS.
We are not aware of a) 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 and
b) material proceedings pursuant to which any of our directors, officers or affiliates or any owner of record or beneficial
owner of more than 5% of our securities or any associate of any such director, officer or security holder is a party adverse
to us or has a material interest adverse to us.
ITEM 4. MINE SAFETY DISCLOSURES.
We consider health, safety, and environmental stewardship to be a core value of the Company.
Pursuant to Section 1503(a) of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act of 2011
(the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in
the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health
and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the
regulation of the Federal Mine Safety and Health Administration (“MSHA”) under the United States Federal Mine Safety
and Health Act of 1977 (the “Mine Act”). During the fiscal year ended December 31, 2022, 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.
47
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 and the Toronto Stock Exchange under the trading
symbol “VGZ”. On February 21, 2023, the last reported sale price of the Common Shares of Vista on the NYSE American
was $0.53, there were 118,989,927 Common Shares issued and outstanding, and we had approximately 223 registered
shareholders of record. The Company also has 7,408,101 unlisted warrants outstanding that are not actively traded on an
exchange.
Dividends
We have never paid cash dividends. The declaration and payment of future dividends, if any, will be determined by our
Board of Directors and will depend on our earnings, financial condition, conditions that may be imposed by future potential
financing arrangements, future cash requirements and other relevant factors.
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets out information relating to the Company’s equity compensation plans as of December 31, 2022.
The Company’s equity compensation plans as of December 31, 2022 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)
4,093,008
N/A
4,093,008
0.24
N/A
0.24
7,755,080
N/A
7,755,080
Plan Category
Equity compensation
plans approved by
securityholders
Equity compensation
plans not approved by
securityholders
Total
As of December 31, 2022, 1,472,008 restricted share units (“RSUs”) were outstanding under the LTIP, 1,254,000 deferred
share units (“DSUs”) were outstanding under the DSU Plan, and 1,367,000 options were outstanding under the Stock
Option Plan to acquire an aggregate of 4,093,008 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
48
the securities of Vista, other than Canadian withholding tax. See “Certain Canadian Federal Income Tax Considerations
for U.S. Residents” below.
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 derived 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.
49
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.
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 classified as 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 2022, neither Vista nor any affiliate of Vista repurchased Common Shares of Vista registered under Section 12 of
the Exchange Act.
NYSE American Corporate Governance
Section 110 of the NYSE American Company Guide permits the NYSE American to consider the laws, customs and
practices of foreign issuers in relaxing certain NYSE American listing criteria, and to grant exemptions from NYSE
American listing criteria based on these considerations. A company seeking relief under these provisions is required to
provide written certification from independent local counsel that the non-complying practice is not prohibited by home
country law. A description of the significant ways in which the Company’s governance practices differ from those followed
by domestic companies pursuant to NYSE American standards is as follows:
Shareholder Meeting Quorum Requirement: The NYSE American minimum quorum requirement for a
shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on the
NYSE American is required to state its quorum requirement in its bylaws. The Company’s quorum requirement
is set forth in its Articles under the laws of the Province of British Columbia, Canada. Under the Company’s
Articles, the quorum for the transaction of business at the meeting is two or more shareholders entitled to vote at
the meeting represented in person or by proxy.
50
The foregoing is consistent with the laws, customs and practices in Canada.
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, 2022 and 2021, 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” in this annual report on Form 10-K.
All dollar amounts stated herein are in U.S. dollars in thousands, unless specified otherwise, except per share-related
amounts. References to A$ refer to Australian currency and USD or $ to United States currency. The scientific and
technical disclosures about Mt Todd in this discussion and analysis have been reviewed and approved by John W. Rozelle,
Senior Vice President of Vista. Mr. Rozelle is a qualified person as defined by subpart 1300 of Regulation S-K (“S-K
1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Canadian National Instrument 43-
101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).
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 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 Northern Territory,
Australia (“NT”). With the approval of the Mining Management Plan (“MMP”) in June 2021, all major operating and
environmental permits for Mt Todd have been received. Mt Todd is one of the largest and most advanced undeveloped
gold projects in Australia.
In 2022, Vista completed a feasibility study for Mt Todd (“Mt Todd FS”), retained CIBC Capital Markets as a strategic
advisor to support the Company’s strategic outreach process for Mt Todd, concluded a drilling program to demonstrate
district-scale resource growth potential, and significantly reduced costs. These accomplishments advanced Mt Todd’s
reserve size, resource growth potential, economic returns, and overall attractiveness as a large, development ready gold
project.
The Mt Todd FS demonstrates the potential of a large-scale gold project at Mt Todd. Highlights include:
•
•
•
•
•
estimated proven and probable mineral reserves increased by 19% to 6.98 million ounces of gold (280 Mt at
0.77 g Au/t) using a gold price of $1,125 for the reserve estimate and a cut-off grade of 0.35 g Au/t(1)(2);
average annual production of 395,000 ounces of gold over a 16-year mine life at an average cash cost of
$817 per ounce;
high capital efficiency, with initial capital requirements of $892 million, or $141 per payable ounce of gold;
after-tax NPV5% of $999.5 million and internal rate of return (“IRR”) of 20.6% at a gold price of $1,600 per
ounce; and
after-tax NPV5% of $1.7 billion and IRR of 29.4% at a price of $1,900 per ounce of gold.
51
(1) Note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 and CIM Definition Standards
(as defined below).
(2) See “Item 2. Properties – Mt Todd Gold Project, Northern Territory, Australia – Mineral Resources and Mineral Reserve
Estimates” in this annual report on Form 10-K for additional information.
The Mt Todd FS included reserve estimates pursuant to subpart 1300 of Regulations S-K (“S-K 1300”) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and Canadian Institute of Mining Metallurgy and Petroleum
Definition Standards for Mineral Resources and Mineral Reserves (“CIM Definition Standards”) based on mine plans
developed using a gold price in line with the current market conditions at the time of the study. The Mt Todd FS addressed
recommendations from the 2019 pre-feasibility study, included minor updates of the Project design to be consistent with
the MMP, and reflected the completion of engineering and detailed costing in all areas of the Project.
We have invested over $110 million to systematically explore, evaluate, engineer, permit and de-risk Mt Todd since we
acquired it in 2006. In recent years, we completed a number of optimization studies, which were incorporated into the Mt
Todd FS. This work has added substantial value to the Project and positions Mt Todd for near-term development.
The strategic process with CIBC Capital Markets, which is ongoing and remains a top priority, continues to generate
interest and positive feedback on the technical merits of Mt Todd. The Company believes that there are indications that
market conditions are improving, but interested parties continue to maintain a cautious approach to new, large-scale
development projects. To address this, the Company is evaluating a smaller scale project with significantly lower initial
capital costs while maintaining operating costs similar to those in the Mt Todd FS, with potential for subsequent throughput
expansion or mine-life extension. We expect to be able to demonstrate this alternate development strategy early in 2023
and believe this should attract the interest of new potential partners and those who have previously expressed interest in
different development strategies.
In 2022, the Company completed an exploration drilling program within a 5.4 km trend extending immediately north from
the Batman pit. The Company believes that the results from this program and historical sources demonstrate excellent
resource growth potential, including delineation of four highly prospective exploration targets. The Company views these
targets as positive indicators of future resource growth potential to interested parties, and believes these targets represent
the closest and most immediate opportunity for growth with the appropriate investment in additional drilling. Vista has no
immediate plans to complete additional drilling but continues to advance exploration on the exploration licenses, which
cover 1,650 km2.
We significantly reduced our 2022 recurring costs, which were approximately 15% below plan. Reducing costs and
maximizing cost effectiveness are also high priorities for 2023. We have already taken steps to further reduce recurring
costs by approximately 7% during 2023 and continue to evaluate and implement opportunities for additional cost
reductions.
In addition to the technical advancements of the Project in 2022, Vista has all major operating and environmental permits
for the development of Mt Todd. We have invested significant resources in water treatment and management,
environmental, and social programs. We believe this has benefited our relationships with the traditional landowners, local
communities, and Northern Territory, Australia, creating a strong social license.
Mineral Resources and Mineral Reserves Estimates
The following table presents the estimated mineral resources for the Project. The following mineral resources and mineral
reserves were prepared in accordance with both S-K 1300 standards and CIM Definition Standards.
52
Mt Todd Gold Project – Summary of Gold Mineral Resources based on US$1,300/oz Gold
Batman Deposit
Heap Leach Pad
Quigleys Deposit
Total
Tonnes
(000s)
Grade
(g Au/t)
Contained
Ounces
(000s)
Tonnes
(000s)
Grade
(g Au/t)
Contained
Ounces
(000s)
Tonnes
(000s)
Grade
(g Au/t)
Contained
Ounces
(000s)
Tonnes
(000s)
Grade
(g Au/t)
Contained
Ounces
(000s)
—
10,816
—
1.76
—
613
—
—
—
—
—
—
594
7,301
1.15
1.11
22
260
594
18,117
1.15
1.49
10,816
1.76
613
61,323
0.72
1,421
—
—
—
—
—
—
7,895
1.11
3,981
1.46
282
187
18,711
1.49
65,304
0.77
22
873
895
1,608
Measured
Indicated
Measured
&
Indicated
Inferred
Notes:
• Measured & indicated resources exclude proven and probable reserves.
•
The Point of Reference for the Batman and Quigleys deposits is in situ at the property. The Point of Reference for the Heap
Leach is the physical Heap Leach pad at the property.
Batman and Quigleys resources are quoted at a 0.40g-Au/t cut-off grade. Heap Leach resources are the average grade of the
heap, no cut-off applied.
Batman: Resources constrained within a US$1,300/oz gold WhittleTM pit shell. Pit parameters: Mining Cost US$1.50/tonne,
Milling Cost US$7.80/tonne processed, G&A Cost US$0.46/tonne processed, G&A/Year 8,201 K US$, Au Recovery, Sulfide
85%, Transition 80%, Oxide 80%, 0.2g-Au/t minimum for resource shell.
•
•
• Quigleys: Resources constrained within a US$1,300/oz gold WhittleTM pit shell. Pit parameters: Mining cost US$1.90/tonne,
Processing Cost US$9.779/tonne processed, Royalty 1% GPR, Gold Recovery Sulfide, 82.0% and Ox/Trans 78.0%, water
treatment US$0.09/tonne, Tailings US$0.985/tonne.
• Differences in the table due to rounding are not considered material. Differences between Batman and Quigleys mining and
•
•
•
•
metallurgical parameters are due to their individual geologic and engineering characteristics.
Rex Bryan of Tetra Tech, Inc. is the QP responsible for the Statement of Mineral Resources for the Batman, Heap Leach Pad
and Quigleys deposits.
Thomas Dyer of RESPEC is the QP responsible for developing the resource WhittleTM pit shell for the Batman Deposit.
The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resources estimates under the
requirements of SK-1300 is December 31, 2022. There have been no changes in the mineral resource estimates since
December 31, 2021 because upon review the Company and the relevant qualified persons determined that the same material
assumptions and estimates, including all economic parameters for resource estimation purposes, continued to apply as of
December 31, 2022.
The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resource estimates under the
requirements of NI 43-101 is December 31, 2021.
• Mineral resources that are not mineral reserves have no demonstrated economic viability and do not meet all relevant
modifying factors.
There was no change in resource estimates as of December 31, 2022 compared to December 31, 2021 as the same material
assumptions and criteria were determined to continue to apply to the resource estimates and there was no conversion of
resources into reserves in the fiscal year ending December 31, 2022.
53
Mt Todd Gold Project – Summary of Gold Mineral Reserves based on 50,000 tpd, 0.35 g Au/t cut-off and $1,125 per Ounce Pit
Design
Batman Deposit
Heap Leach Pad
Total
Tonnes
(000s)
Grade Ounces
(000s)
(g Au/t)
Tonnes Grade Ounces
(000s)
(g Au/t)
(000s)
Tonnes
(000s)
Grade Ounces
(000s)
(g Au/t)
Contained
Contained
Contained
Proven
Probable
Proven & Probable
Economic analysis conducted only on proven and probable mineral reserves.
81,277
185,744
267,021
2,192
4,555
6,747
0.84
0.76
0.79
—
13,354
13,354
—
0.54
0.54
—
232
232
81,277
199,098
280,375
0.84
0.75
0.77
2,192
4,787
6,979
Notes:
•
•
• Deepak Malhotra is the QP responsible for reporting the heap-leach pad reserves.
•
Thomas L. Dyer, P.E., is the QP responsible for reporting the Batman Deposit Proven and Probable reserves.
Batman deposit reserves are reported using a 0.35 g Au/t cutoff grade.
Because all the heap-leach pad reserves are to be fed through the mill, these reserves are reported without a cutoff grade
applied.
The reserves point of reference is the point where material is fed into the mill.
The effective date of the mineral reserve estimates under the requirements of S-K 1300 is December 31, 2022. There have
been no changes in the mineral reserve estimates since December 31, 2021 because the Company and the relevant qualified
persons determined that the same material assumptions and criteria continued to apply as of December 31, 2022, including
that the Company used a cutoff grade higher than the economic cutoff grade such that any intervening changes in the
underlying economic assumptions were not material and did not require use of a cutoff grade greater than 0.35 g Au/t for
mineral reserve estimation purposes.
The effective date of the mineral reserve estimates under the requirements of NI 43-101 is December 31, 2021.
•
•
•
There was no change in reserve estimates as of December 31, 2022 compared to December 31, 2021 as the same material
assumptions and criteria were determined to continue to apply to the reserve estimates and there was no depletion of
reserves in the fiscal year ending December 31, 2022 as the Mt. Todd Gold Project is in the development stage
Cautionary note to investors: Proven and probable mineral reserves are estimated in accordance with each of S-K 1300
and CIM Definition Standards. 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.”
Results from Operations
Summary
Consolidated net loss for the year ended December 31, 2022 was $4,931, or $0.04 per common share in the capital of Vista
(each, a “Common Share”) on both a basic and diluted basis. Consolidated net loss for the year ended December 31, 2021
was $15,237, or $0.14 per Common Share on both a basic and diluted basis. The principal components of our 2022 net
loss and the year-over-year changes are discussed below.
The Company had cash of $8,110, working capital of $7,714, and no debt as of December 31, 2022.
Gain on Disposal of Mineral Property Interests, Net
In January 2022, the Company received $2,500 to cancel the remaining 1% net smelter return royalty at the Awak Mas
project in Indonesia. Including recognition of the associated deferred option gain, the Company recognized a gain of
$2,883 upon receipt of the payment.
54
In January and June 2021, the Company received a total of $2,100 for cancellation of its royalty interests and back-in right
in the Guadalupe de los Reyes gold and silver project in Sinaloa, Mexico (“Los Reyes”). The January 2021 payment of
$1,100 was initially recorded as deferred option gain, with the full $2,100 being recognized as a gain upon receipt of the
second payment of $1,000 in June 2021.
Exploration, Property Evaluation and Holding Costs
Exploration, property evaluation and holding costs, including fixed costs, discretionary programs, and non-cash stock-
based compensation, were $4,522 and $7,942 during the years ended December 31, 2022 and 2021, respectively. These
costs were predominantly associated with Mt Todd and were comprised of fixed costs and discretionary costs.
For the years ended December 31, 2022 and 2021, our fixed exploration, property evaluation and holding costs totaled
$3,095 and $3,855, respectively. These costs included expenditures necessary to preserve our property rights and meet our
safety, regulatory and environmental responsibilities. The principal components of the decrease in 2022 included lower
personnel costs and reduced power consumption due to minimal water pumping.
Expenses incurred for 2022 Mt Todd discretionary programs totaled $1,427. The discretionary programs include $489 for
completing the Mt Todd FS and $413 for exploration drilling, plus additional staffing expenses to support drilling and
other activities. Expenses incurred for 2021 Mt Todd discretionary programs totaled $4,087. The discretionary programs
include $2,232 for preparing the Mt Todd FS and $1,702 for exploration drilling, plus additional staffing expenses to
support drilling and other activities.
Included in the 2022 and 2021 exploration, property evaluation and holding costs were non-cash stock-based compensation
of $262 and $354, respectively.
Corporate Administration
Corporate administration costs were $3,767 and $3,945 during the years ended December 31, 2022 and 2021, respectively.
The 2022 and 2021 corporate administration costs included non-cash stock-based compensation of $517 and $533,
respectively. Costs were generally lower during 2022 due to lower personnel and investor relations expenses, partially
offset by higher legal and travel costs.
2021 Write-down of Plant and Equipment
During the year ended December 31, 2021, the Company reduced the carrying value of the used mill equipment to $nil
based on management’s estimate of recoverability. This estimate reflects management’s consideration of the duration this
equipment has been actively marketed by an independent broker and the current competitive market conditions for used
equipment yielding no sales. These inputs used in valuing our used mill equipment involved a high degree of subjectivity
and resulted in management not having the ability to estimate recoverable sales proceeds with sufficient certainty. The
Company recorded this reduction as an operating loss of $5,500 in our Consolidated Statements of Income/(Loss). The
used mill equipment continues to be marketed by the independent broker.
Non-Operating Income and Expenses
Other Income
Other Income was $409 and $50 for the years ended December 31, 2022 and 2021, respectively. In 2022, the Company
reviewed and reversed a previously accrued amount of $240 for contingent reclamation costs because the associated costs
were neither probable nor could be reasonably estimated. The Company also received cash of $196 in May 2022 as a
value-added tax recovery from the previous sale of a non-core asset.
55
Financial Position, Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities was $7,413 and $10,620 for the years ended December 31, 2022 and 2021,
respectively. The decrease in operating cash outflows in 2022 largely resulted from lower spending for drilling, partially
offset by higher payments for the feasibility study.
Investing Activities
Net cash provided by investing activities of $2,879 for the year ended December 31, 2022 resulted primarily from the
$2,500 final payment for the Awak Mas royalty cancellation and receipt of $384 upon maturity of short-term investments.
Net cash provided by investing activities of $2,631 for the year ended December 31, 2021 resulted primarily from receipt
of $2,100 under the Los Reyes agreement, $339 from the sale of Nusantara Resources shares, and $315 for payments
related to Awak Mas, offset by fixed asset purchases of $139.
Financing Activities
Net cash of $113 for the year ended December 31, 2022 was used in financing activities by payments of $357 for employee
withholding tax obligations in lieu of issuing Common Shares, partially offset by net proceeds of $244 under the ATM
Program (as defined below).
Net cash of $12,984 for the year ended December 31, 2021 was provided by net proceeds of $12,323 from the Company’s
July 2021 public offering (“2021 Offering”) (as described below) and $1,062 under the ATM Program (which included
$191 relating to sales in 2020 that settled for cash in January 2021), partially offset by payments of $401 for employee
withholding tax obligations in lieu of issuing Common Shares.
Liquidity and Capital Resources
The Company considers available cash, cash equivalents and short-term investments to be its primary measure of liquidity.
These capital resources totaled $8,110 at December 31, 2022 compared to $13,141 at December 31, 2021, representing a
net decrease of $5,031 during 2022.
Current assets net of current liabilities (“Working Capital”) is a secondary measure of liquidity for the Company. As of
December 31, 2022 and 2021, working capital was $7,714 and $12,164, respectively. These amounts were net of deferred
option gain of $nil and $383, respectively. The deferred option gain was recognized as income during 2022 and did not
require any use of current assets. Consequently, the components of working capital affecting Vista’s liquidity and capital
resources included:
Current Assets
Offset by accounts payable and accrued liabilities
At December 31, 2022 At December 31, 2021
13,952
$
(1,405)
$
8,647
(933)
$
$
During 2022, the Company benefited from cash inflows of $2,500 for cancellation of the Awak Mas royalty, ATM Program
proceeds of $244 as discussed below, and a $196 value-added tax recovery from the previous sale of non-core assets.
These sources of cash were offset by operating cash outflows of $7,413 and other expenditures of $362. Recurring costs
included in operating cash outflows were planned to be approximately $7,000 for 2022, but the Company implemented
cost reduction measures that resulted in actual recurring costs being approximately 15% lower than plan. This represented
savings of approximately $1,000. Additional details regarding 2022 financial results are presented in the “Results from
Operations” section above and the preceding discussions in this section of operating activities, investing activities and
financing activities. For 2023, the Company plans to implement additional measures to reduce annual recurring costs to
approximately $5,500. Discretionary programs are also expected to be reduced to approximately $600. The Company is
continuing to evaluate opportunities to lower ongoing costs.
56
In addition to Vista’s existing capital resources, we are a party to an at-the-market offering agreement (the “ATM
Agreement”) with H. C. Wainwright & Co., LLC (“Wainwright”) to provide balance sheet flexibility at a potentially lower
cost than other means of equity issuances. Under the ATM Agreement, the Company has the right, but is not obligated, to
issue and sell Common Shares through Wainwright for aggregate sales proceeds of up to $10,000 (the “ATM Program”).
During 2022, the Company sold 401,884 Common Shares under the ATM Program for net proceeds of $244. As of
December 31, 2022, $9,748 remained available under the ATM Program.
Offers or sales of Common Shares under the ATM Program will be made only in the United States in an “at the market
offering” as defined in Rule 415 under the United States Securities Act of 1933, as amended, 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 market prices prevailing at the
time of sale.
The Company could also undertake a private placement or public offering to raise additional cash. The most recent such
financing was in July 2021, when Vista completed the 2021 Offering of 12,272,730 units (the “Units”) for net proceeds of
$12,323. Each Unit consisted of one Common Share in the capital of the Company and one-half of one Common Share
purchase warrant (each full warrant, a “Warrant”). Each Warrant entitles the holder to purchase one Common Share at a
price of $1.25 per Common Share (subject to adjustment in certain circumstances) and is exercisable until July 12, 2024.
See footnote 6 to the accompanying financial statements for more details on the 2021 Offering. Net proceeds from the
2021 Offering were used for additional exploration drilling and to complete the Mt Todd FS. The remaining proceeds are
being used for working capital requirements and/or for other general corporate purposes, which include ongoing
regulatory, legal and accounting expenses, management and administrative expenses, and other corporate initiatives.
Other potential sources of cash inflows may include monetization of Vista’s remaining non-core assets, which include a
royalty interest in the U.S. and used mill equipment that is being marketed by a third-party mining equipment dealer. Cash
may also be available to Vista through several forms of financial instruments, such as a royalty or stream interest in Mt
Todd, convertible instruments, and debt facilities.
Considering current economic conditions and the Company’s ongoing initiatives, we believe our cash, cash equivalents
and short-term investments and Working Capital as of December 31, 2022, together with other potential future sources of
financing and sales of non-core assets, will be sufficient to fund our currently planned corporate expenses, Mt Todd holding
costs, and anticipated discretionary programs for at least one year from the date of issuance of this annual report on Form
10-K.
Vista’s long-term viability depends upon our ability to realize value from our principal asset, Mt Todd. Our primary
objective is to maintain adequate liquidity as we seek to preserve, enhance and realize value from Mt Todd in order to
achieve positive returns for our shareholders. Our funding strategy is to maintain a low expenditure profile, realize value
from our remaining non-core assets and, when necessary, issue additional equity or find other means of financing. The
underlying value and recoverability of the amounts shown as mineral properties and plant and equipment as presented in
our Condensed Consolidated Balance Sheets depend on market and industry conditions, our ability to attract sufficient
capital resources to execute our strategy, and the ultimate success of our programs to enhance and realize value at Mt
Todd.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements required to be disclosed in this annual report on Form 10-K.
57
Summary of Quarterly Results
2022
Revenue
Net income/(loss)
Basic income/(loss) per share
2021
Revenue
Net income/(loss)
Basic income/(loss) per share
4th quarter
3rd quarter
2nd quarter
1st quarter
$
$
$
$
$
$
—
(1,495)
(0.01)
—
(8,316)
(0.08)
$
$
$
$
$
$
—
(1,692)
(0.02)
—
(3,069)
(0.02)
$
$
$
$
$
$
—
(1,424)
(0.01)
—
(753)
(0.01)
$
$
$
$
$
$
—
(320)
(0.00)
—
(3,099)
(0.03)
Critical Accounting Estimates and Recent Accounting Pronouncements
Critical Accounting Estimates
Critical accounting estimates are accounting estimates that involve a significant level of estimation uncertainty and have
had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company.
Management has identified the following critical accounting estimates. See Note 2 to our consolidated financial statements
contained in “Part II. Item 8. Financial Statements and Supplementary Data” for additional accounting policies and
estimates.
Impairment Assessment of Long-Lived Assets
Our long-lived assets are evaluated for impairment when information becomes available indicating that the carrying value
may not be recoverable. Assumptions and estimates considered in valuing our mineral properties included management’s
expectations for the price of gold, foreign exchange rates, costs to build and operate the mine, and projected cash flows.
These assumptions are subjective and subject to a range of uncertainties. A feasibility study reduces the uncertainty around
some assumptions to an acceptable level and is a primary source of evidence.
Stock-Based Compensation
Our stock plans include awards that vest based on performance criteria. Stock-based compensation expense for these
awards is estimated quarterly, including adjustments to previous recognized expense, based on anticipated achievement of
performance criteria. The quarterly estimated vesting percentage reflects management’s assessment of progress in
accomplishing defined corporate objectives. Upon vesting, current period expense is adjusted based on the actual
achievement of performance criteria.
Income Taxes
We have assets, hold interests, and conduct activities in several countries and are subject to their tax regimes. Tax laws
are complex and continue to evolve. While we have a history of losses, our assumptions made in tax returns are subject to
review and interpretation by taxing authorities and could be modified. Our critical tax estimates include timing of future
income, deductibility of expenses, sustainability of tax positions, valuation allowances on deferred tax assets, and
allocation of expenses between companies.
Recent Accounting Pronouncements
See Note 2 to our consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary
Data” for recent accounting pronouncements applicable to the Company.
58
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 certain
non-U.S. GAAP prospective financial performance measures. Because the non-U.S. GAAP performance measures do not
have standardized meanings 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 associated with Cash Costs, All-in Sustaining Costs (“AISC”) and resulting per ounce and
per tonne processed metrics are not, and are not intended to be, presentations in accordance with U.S. GAAP. These
metrics represent costs and unit-cost measures related to the 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 in
this report. Other companies may calculate these measures differently.
Cash Costs, AISC and Respective Unit Cost Measures
Cash Costs and AISC, and respective unit cost measures, 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 standard for comparison
across the industry. The Company reports Cash Costs and AISC on a per ounce and per tonne processed basis because we
believe these metrics more appropriately reflect mining costs over specified periods and the life of mine. Similar metrics
are widely used in the gold mining industry as comparative benchmarks of performance.
Cash Costs consist of Project operating costs, refining costs, and the Jawoyn Association royalty. The sum of these costs
is divided by the corresponding payable gold ounces or tonnes processed to determine Cash Cost per ounce or per tonne
processed metrics, respectively.
AISC consists of Cash Costs (as described above), plus sustaining capital costs. The sum of these costs is divided by the
corresponding payable gold ounces or tonnes processed to determine AISC per ounce or per tonne processed metrics,
respectively.
Other costs excluded from Cash Costs, and AISC include depreciation and amortization, income taxes, government
royalties, financing charges, costs related to business combinations, asset acquisitions other than sustaining capital, and
asset dispositions.
The following tables demonstrate the calculation of Cash Costs, AISC, and the respective unit-cost metrics for amounts
presented in this report.
Payable Gold
Operating Costs
Refining Cost
Royalties
Cash Costs
Cash Cost per ounce
Units
koz
US$000s
US$000s
US$000s
US$000s
US$/oz
Years 1-7(1)
Life of Mine
(16 years)
3,353
2,401,667
11,564
107,292
2,520,523
$752
6,313
4,935,717
21,943
202,032
5,159,692
$817
59
US$000s
US$000s
US$/oz
363,456
2,883,980
$860
700,205
5,859,897
$928
Units
Years 1-7(1)
Life of Mine
(16 years)
koz
kt
US$000s
US$000s
US$000s
US$000s
US$000s
US$000s
US$000s
US$000s
$/oz
$/oz
$/oz
$/oz
$/oz
$/oz
$/oz
$/oz
3,353
124,298
6,313
280,375
$ 1,059,410
1,166,536
131,411
32,887
11,423
11,564
107,292
$ 2,520,523
$ 1,903,807
2,647,563
278,015
82,692
23,640
21,943
202,032
$ 5,159,692
$315.97
348.23
39.19
9.81
3.10
3.45
32.00
$751.75
$8.52
9.39
1.06
0.26
0.08
0.09
0.86
$20.28
$301.55
419.35
44.04
13.10
3.74
3.48
32.00
$817.25
$6.79
9.44
0.99
0.29
0.08
0.08
0.72
$18.40
Sustaining Capital
All-In-Sustaining Costs
AISC per ounce
Payable Gold
Tonnes processed
Mining Costs
Processing Costs
Site General and Administrative Costs
Water Treatment
Tailings Management
Refining Cost
Jawoyn Royalty
Cash Costs
Per Payable Ounce:
Mining Cost per ounce
Processing Cost per ounce
Site General and Administrative Costs per ounce
Water Treatment per ounce
Tailings Management per ounce
Refining Cost per ounce
Jawoyn Royalty per ounce
Cash Cost per ounce
Per Tonne Processed:
Mining Cost per tonne processed
Processing Cost per tonne processed
Site General and Administrative Costs per tonne processed
Water Treatment per tonne processed
Tailings Management per tonne processed
Refining Cost per tonne processed
Jawoyn Royalty per tonne processed
Cash Cost per tonne processed
$/tonne
$/tonne
$/tonne
$/tonne
$/tonne
$/tonne
$/tonne
$/tonne
(1)Years 1-7 start after the 6-month commissioning and ramp up period.
60
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 of Directors”), 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, 2022. 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, 2022, the Company’s internal control over financial reporting
was effective.
61
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Vista Gold Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Vista Gold Corp. (the “Company”) as of December 31,
2022 and 2021, the related consolidated statements of income/(loss), shareholders' equity, and cash flows for each of the
years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each
of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted
in the United States of America.
Basis for Opinion
The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating
the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matters are matters arising from the current period audit of the financial statements that were
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We
determined that there are no critical audit matters.
/s/ PLANTE & MORAN, PLLC
We have served as the Company’s auditor since 2014.
Denver, Colorado
February 23, 2023
62
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 current assets
Total current assets
Non-current assets:
Mineral properties (Note 4)
Plant and equipment, net (Note 5)
Right-of-use assets
Total non-current assets
Total assets
Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable
Accrued liabilities and other
Deferred option gain (Note 4)
Total current liabilities
Non-current liabilities:
Provision for environmental liability (Note 7)
Other liabilities
Total non-current liabilities
Total liabilities
Commitments and contingencies (Note 7)
December 31, December 31,
2022
2021
$
8,110 $
—
537
8,647
12,757
384
811
13,952
$
$
2,146
193
—
2,339
10,986 $
2,146
233
12
2,391
16,343
169 $
764
—
933
—
24
24
957
566
839
383
1,788
240
21
261
2,049
Shareholders’ equity:
Common shares, no par value - unlimited shares authorized; shares outstanding:
2022 - 118,480,878 and 2021 - 117,189,232 (Note 6)
Accumulated deficit
Total shareholders’ equity
Total liabilities and shareholders’ equity
474,847
(464,818)
10,029
10,986 $
474,181
(459,887)
14,294
16,343
$
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.
63
VISTA GOLD CORP.
CONSOLIDATED STATEMENTS OF INCOME/(LOSS)
(Dollar amounts in U.S. dollars and in thousands, except shares and per share data)
Operating income/(expense):
Gain on disposal of mineral property interests (Note 4)
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:
Gain on other investments
Interest income
Other income
Total non-operating income
Loss before income taxes
Net 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,
2021
2022
$
2,883
(4,522)
(3,767)
(45)
—
(5,451)
—
111
409
520
2,100
(7,942)
(3,945)
(49)
(5,500)
(15,336)
46
3
50
99
$
(4,931)
(4,931)
$
(15,237)
(15,237)
118,005,490
(0.04)
$
110,263,237
(0.14)
$
118,005,490
(0.04)
$
110,263,237
(0.14)
$
The accompanying notes are an integral part of these consolidated financial statements.
64
VISTA GOLD CORP.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Dollar amounts in U.S. dollars and in thousands, except shares)
Total
Shareholders’
Equity
15,851
13,194
(401)
887
(15,237)
14,294
14,294
244
(357)
779
(4,931)
10,029
Balances at January 1, 2021
Shares issued, net of offering costs (Note 6)
Shares issued (RSUs vested, net of shares withheld)
(Note 6)
Stock-based compensation (Note 6)
Net loss
Balances at December 31, 2021
Common
Shares
Amount
103,171,904 $ 460,501 $
13,071,000
13,194
Accumulated
Deficit
(444,650) $
—
946,328
—
—
(401)
887
—
117,189,232 $ 474,181 $
—
—
(15,237)
(459,887) $
Balances at January 1, 2022
Shares issued, net of offering costs (Note 6)
Shares issued (RSUs vested, net of shares withheld)
(Note 6)
Stock-based compensation (Note 6)
Net loss
Balances at December 31, 2022
117,189,232 $ 474,181 $
401,884
889,762
—
—
244
(357)
779
—
118,480,878 $ 474,847 $
(459,887) $
—
—
—
(4,931)
(464,818) $
The accompanying notes are an integral part of these consolidated financial statements.
65
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 to net cash used in operations:
Year Ended December 31,
2021
2022
$
(4,931) $
(15,237)
Depreciation and amortization
Stock-based compensation
Gain on disposal of mineral property interests, net
Write-down of plant and equipment
Gain on other investments
Reduction of provision for environmental liability
Change in working capital account items:
Other current assets
Accounts payable, accrued liabilities and other
Net cash used in operating activities
Cash flows from investing activities:
Proceeds from sales of marketable securities
Maturities of short-term investments, net
Additions to plant and equipment
Proceeds from option/sale agreements, net
Net cash provided by investing activities
Cash flows from financing activities:
Proceeds from equity financing, net
Payment of taxes from withheld shares
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 8)
45
779
(2,883)
—
—
(240)
274
(457)
(7,413)
—
384
(5)
2,500
2,879
244
(357)
(113)
(4,647)
12,757
$
8,110 $
49
887
(2,100)
5,500
(46)
—
(50)
377
(10,620)
339
16
(139)
2,415
2,631
13,385
(401)
12,984
4,995
7,762
12,757
The accompanying notes are an integral part of these consolidated financial statements.
66
VISTA GOLD CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in U.S. dollars and in thousands, except share-related amounts)
1. Nature of Operations
Vista Gold Corp. and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) operate in the gold
mining industry. We are focused on 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 Northern Territory,
Australia. Mt Todd is one of the largest undeveloped gold projects in Australia. With the approval of the Operational
Mining Management Plan in June 2021, all major operating and environmental permits for Mt Todd have been received.
Since acquiring Mt Todd in 2006, we have invested substantial financial resources to systematically explore, evaluate,
engineer, permit and de-risk the Project. In February 2022, we completed a feasibility study for Mt Todd. In March 2022,
we appointed CIBC Capital Markets as our strategic advisor, and we are advancing a strategic process to seek a partner or
other form of transaction for Mt Todd.
References to $ are to United States dollars and A$ are to Australian dollars.
2. Significant Accounting Policies and Estimates
Principles of Consolidation
The Consolidated Financial Statements include the accounts of Vista and its subsidiaries, all of which are 100%-owned
subsidiaries, either directly or indirectly through a subsidiary, and under Vista’s control. 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
Preparation of the Company’s Consolidated Financial Statements requires management 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: asset impairments, the fair value and
accounting treatment of financial instruments including warrants; valuation allowances for deferred tax assets; the fair
value and accounting treatment of stock-based compensation; and the provision for environmental liabilities. Management
based its estimates on historical experience and on various other assumptions that are believed to be reasonable under the
circumstances. Accordingly, actual results will differ from 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 90 days or less when
purchased.
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, 2022 and 2021, net foreign currency gains/(losses)
were insignificant.
67
Short-term Investments
Short-term investments consist of securities with original maturity dates greater than 90 days and less than one year. These
securities are typically United States or Australian 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. After acquisition of a
mineral property, associated exploration and evaluation costs are expensed as incurred until development commences.
Development costs to establish access to mineral reserves reported in accordance with subpart 1300 of Regulation S-K
under the Securities Exchange Act of 1934, as amended, and other preparations leading to commercial production would
be capitalized following a decision by the Company to develop such mineral property. Capitalization of development costs
would conclude upon commencement of sustainable production.
Capitalized costs associated with a mineral property will be amortized using the units-of-production method over the
estimated life of mineral reserves once sustainable production is achieved. If mineral properties are subsequently sold or
abandoned, any unamortized costs will be charged to expense 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 profitable commercial production from, or the sale/lease
of, or other strategic transactions related to these properties. Development and/or start-up of mineral properties will depend
on, among other things, management’s ability to raise sufficient capital for these purposes. Any 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 value of 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) 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 other sources 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 when information
becomes available that indicates 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).
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) 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 value of option grants is calculated using the
Black-Scholes option pricing model. The fair value of restricted and deferred share units is based on the closing price of
68
our Common Shares on the grant date, or, in certain cases, amounts determined by a Brownian motion pricing model. The
expense is based on the fair value 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.
Fair Value of Financial Instruments
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 these financial instruments, carrying
amounts approximate fair value.
Recent Accounting Pronouncements
No recent accounting pronouncements are applicable to Vista at this time.
3. Other Investments
Short-term investments
As of December 31, 2022 and 2021, the amortized cost basis of our short-term investments was $nil and $384, respectively.
The amortized cost basis approximates fair value at December 31, 2021. Short-term investments at December 31, 2021
were comprised of Australian Government instruments, all of which had maturity dates greater than 90 days but less than
one year.
Other investments
The Company held 1,333,334 shares of Nusantara Resources Limited (“Nusantara Resources”) during 2021. On September
22, 2021, the shareholders of Nusantara Resources approved a scheme of arrangement whereby PT Indika Mineral
Investindo (“Indika”) offered to acquire all issued shares of Nusantara Resources for A$0.35 per share. The transaction
closed on October 6, 2021, resulting in Vista receiving $339 upon tendering its Nusantara Resources shares.
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) in the period in which they occur.
The following table summarizes our investments in marketable securities as of December 31, 2022 and 2021.
Fair value at beginning of period
Nusantara Resources shares sold
Realized gain
Fair value at end of period
4. Mineral Properties
Mt Todd, Northern Territory, Australia
Capitalized mineral property values were:
Mt Todd, Australia
Guadalupe de los Reyes, Sinaloa, Mexico
December 31, 2022
December 31, 2021
$
$
—
—
—
—
$
$
293
(339)
46
—
At December 31, 2022 At December 31, 2021
2,146
$
2,146
$
In July 2020, the Company sold the Guadalupe de los Reyes gold and silver project in Sinaloa, Mexico (“Los Reyes”) to
Prime Mining Corporation (“Prime Mining”). As part of the terms of sale, Prime Mining was required to make additional
payments to Vista of $2,100 in lieu of Vista being granted certain royalty and back-in rights. Prime Mining paid $1,100 in
69
January 2021 and $1,000 in June 2021. Having received these payments as scheduled, Vista has no remaining right to be
granted the royalties and back-in right, and Vista recognized a gain on disposal of mineral property interests of $2,100
during the year ended December 31, 2021.
Awak Mas, Sulawesi, Indonesia
Vista held a net smelter return royalty (“NSR”) on the Awak Mas project in Indonesia (“Awak Mas”). Previously, Vista
and the holder of Awak Mas amended the original NSR agreement to allow the holder or a nominated party to make certain
payments to Vista to cancel the original NSR. The holder of the Awak Mas royalty made the final $2,500 payment in
January 2022. The Company recognized a gain of $2,883 for this final payment, which included recognition of $383 that
was carried as deferred option gain as of December 31, 2021. With this final payment, the Company has no remaining
royalty interest in Awak Mas.
5. Plant and Equipment
December 31, 2022
Accumulated
Depreciation
Cost
Net
Cost
December 31, 2021
Accumulated
Depreciation
Mt Todd, Australia
Corporate, United States
Used mill equipment, Canada
$
$
5,364 $
333
—
5,697 $
5,171
333
—
5,504
$
$
193 $
—
—
193 $
5,359 $
333
—
5,692 $
5,126
333
—
5,459
$
$
Net
233
—
—
233
During the year ended December 31, 2021, the Company reduced the carrying value of the used mill equipment to $nil to
reflect management’s estimate of recoverability. The Company recorded this reduction as an operating loss of $5,500 in
our Consolidated Statements of Income/(Loss). The inputs used to value the used mill equipment included the duration
this equipment has been actively marketed by an independent broker, and the current competitive market conditions for
used equipment yielding no sales. Such inputs involved a high degree of subjectivity and resulted in management not
having the ability to estimate recoverable sales proceeds with sufficient certainty. The used mill equipment continues to
be marketed by the independent broker.
6. Common Shares
Equity Financing
During July 2021, we closed a public offering of 12,272,730 units (the “Units”) for net proceeds of $12,323 (the “2021
Offering”). The stock issuance costs associated with the 2021 Offering were $1,177. Each Unit consisted of one common
share of the Company (each a “Common Share”) and one-half of one Common Share purchase warrant (each full warrant,
a “Warrant”). A total of 7,408,101 Warrants were issued, including 920,454 Warrants purchased by the underwriters
pursuant to an overallotment option and 351,282 broker Warrants issued to the underwriters as compensation. Each
Warrant entitles the holder thereof to purchase one Common Share at a price of $1.25 per Common Share (subject to
adjustment in certain circumstances) and is exercisable for a period of 36 months from the closing of the 2021 Offering.
The Warrants, which are classified as equity, had an aggregate relative fair value of $1,991 upon the issuance thereof on
the closing date. The relative fair value of Warrants was estimated at the grant date using the Black-Scholes option pricing
model using the following assumptions: 1) expected volatility of 70.6%, 2) risk-free rate of 0.43%, 3) contractual term of
3 years, and 4) stock price on the closing date of $0.89 per Common Share. A relative fair value of $11,509 was allocated
to the Common Shares.
Vista is party to an at-the-market offering agreement (the “ATM Agreement”) with H. C. Wainwright & Co., LLC
(“Wainwright”), under which the Company has the right, but was not obligated, to issue and sell Common Shares through
70
Wainwright for aggregate sales proceeds of up to $10,000 (the “ATM Program”). No securities can be offered in Canada
under the ATM Agreement. As of December 31, 2022, $9,748 remained available under the ATM Program.
During the year ended December 31, 2022 the Company sold 401,884 Common Shares for net proceeds of $244 under the
ATM Program. During the year ended December 31, 2021 the Company sold 798,270 Common Shares for net proceeds
of $871 under the ATM Program, which excluded $191 that settled for cash in January 2021. Each sale under the ATM
Agreement was made pursuant to an “at the market offering” as defined in Rule 415 under the United States Securities
Act of 1933, as amended.
Other Share Issuances
During the years ended December 31, 2022 and 2021 we issued 889,762 and 946,328 Common Shares, respectively, in
connection with vesting of restricted share units (“RSUs”).
Warrants
Warrant activity is summarized in the following table. Intrinsic value is the aggregate value of warrants that were in the
money at the end of the period. The warrants are subject to standard anti-dilution provisions.
Weighted
Average
Weighted
Average
As of December 31, 2020
Issued
As of December 31, 2021
As of December 31, 2022
Stock-Based Compensation
Exercise Price Remaining Life
Warrants
Outstanding Per Share
—
— $
1.25
1.25
1.25
7,408,101
7,408,101 $
7,408,101 $
(Years)
—
3.0
2.5
1.5
The Company’s stock-based compensation plans include: RSUs currently outstanding under the Company’s long-term
equity incentive plan (“LTIP”), deferred share units (“DSUs”) issuable pursuant to the Company’s deferred share unit plan
(“DSU Plan”) and stock options (“Stock Options”) issuable under the Company’s stock option plan (the “Plan”). Stock-
based compensation may be issued to our directors, officers, employees and consultants. The maximum number of
Common Shares that may be reserved for issuance under the combined stock-based compensation plans is a variable
number equal to 10% of the issued and outstanding Common Shares on a non-diluted basis at any one time. Vista also
issued phantom units in 2018 to be settled in cash over a three-year term. Stock-based compensation and phantom units
may be granted from time to time at the discretion of the Board of Directors of the Company (the “Board of Directors”),
with vesting provisions as determined by the Board of Directors.
Stock-based compensation expense for the years ended December 31, 2022 and 2021 was:
RSUs
DSUs
Stock Options
Phantom units
Year Ended December 31,
2022
2021
507
272
—
779
—
$
$
$
672
212
3
887
26
$
$
$
As of December 31, 2022, unrecognized compensation expense for RSUs was $297, which is expected to be recognized
over a weighted average period of 1.2 years.
71
Restricted Share Units
The following table summarizes RSU activity:
Unvested - December 31, 2020
Granted
Cancelled/forfeited
Vested, net of shares withheld
Unvested - December 31, 2021
Granted
Cancelled/forfeited
Vested, net of shares withheld
Unvested - December 31, 2022
Number
of RSUs
Weighted Average
Grant-Date Fair
Value Per RSU
2,467,002 $
891,000
(413,335)
(946,328)
1,998,339 $
759,000
(395,569)
(889,762)
1,472,008 $
0.42
0.76
0.48
0.46
0.53
0.59
0.51
0.49
0.60
During the years ended December 31, 2022 and 2021, 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 providing the recipient continues to be affiliated
with Vista on that date. Other RSU awards vest subject to achievement of certain performance and market criteria,
including the accomplishment of certain corporate objectives and the Company’s share price performance. Of the unvested
RSUs, approximately 43% will vest based on fixed future dates, and approximately 57% will vest on share-price criteria.
The minimum vesting period for RSUs is one year.
Deferred Share Units
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 ceases to be a director of the Company.
In March 2022, the Board of Directors granted 324,000 DSUs and the Company recognized $272 of DSU expense. In
February 2021, the Board of Directors granted 204,000 DSUs and the Company recognized $212 of DSU expense.
The following table summarizes DSU activity:
Number of
DSUs
726,000 $
204,000
930,000 $
324,000
1,254,000 $
Weighted Average
Grant-Date Fair
Value per DSU
0.57
1.04
0.68
0.84
0.72
Outstanding - December 31, 2020
Granted
Outstanding - December 31, 2021
Granted
Outstanding - December 31, 2022
72
Stock Options
The following table summarizes option activity:
Weighted Average
Remaining
Weighted Average
Outstanding - December 31, 2020
Outstanding - December 31, 2021
Outstanding - December 31, 2022
Number of
Options
1,367,000 $
1,367,000 $
1,367,000 $
Exercisable - December 31, 2022
1,367,000 $
The following table summarizes unvested option activity:
Exercise Price
Per Option
Contractual Term
(Years)
0.71
0.71
0.71
0.71
2.63
1.64
0.64
0.64
$
$
$
$
Aggregate
Intrinsic
Value
507
38
—
—
Unvested - December 31, 2020
Vested
Unvested - December 31, 2021
Unvested - December 31, 2022
Phantom Units
Weighted
Average
Weighted
Average
Remaining
Grant-Date
Amortization
Number
of
Fair Value
Options Per Option
33,333 $
(33,333)
— $
— $
0.31
0.31
—
—
Period
(Years)
0.25
—
—
The value of each phantom unit is equal to the Company’s share price on the vesting date and is payable in cash. Phantom
units vest on fixed future dates provided the recipient continues to be affiliated with Vista on those dates. The Company
accounts for these units as awards classified as liabilities. The Company recognized $26 of compensation expense for these
units in the year ended December 31, 2021. The Company paid $65 for phantom units which vested during the year ended
December 31, 2021.
A summary of unvested phantom units is set forth in the following table:
Unvested - December 31, 2020
Vested
Unvested - December 31, 2021
Unvested - December 31, 2022
Weighted Average Common Shares
Basic Common Shares
Effect of dilutive stock-based awards
Diluted Common Shares
Weighted Average
Remaining
Number of
Vesting Term
Phantom Units
(Years)
72,000
(72,000)
—
—
0.5
—
—
At December 31,
2022
118,005,490
—
118,005,490
2021
110,263,237
—
110,263,237
Unvested RSUs representing 1,472,008 Common Shares, stock options to purchase 1,367,000 Common Shares, warrants
to purchase 7,408,101 Common Shares, and vested DSUs representing 1,254,000 unissued Common Shares were
73
outstanding at December 31, 2022 but were not included in the computation of diluted weighted average Common Shares
outstanding because their effect would have been anti-dilutive.
7. Commitments and Contingencies
The Mt Todd site was not reclaimed by the predecessor owners when the mine closed in 2000. Reclamation obligations
associated with this period and prior to Vista’s acquisition in 2006 are presently the responsibility of the Northern Territory,
Australia Government (the “NT Government”). At such time as we provide notice to the NT Government that we intend
to proceed with development, the Company will then assume these historical rehabilitation liabilities currently stated by
the NT Government at A$73 million.
Under an agreement with the Jawoyn Association Aboriginal Corporation with respect to Mt Todd, we have agreed to a
gross proceeds royalty (“GPR”) ranging between 0.125% and 2.0%, depending on prevailing gold prices and foreign
exchange rates, and a 1.0% GPR not tied to gold price or foreign exchange rates. The combined GPR range is 1.125% to
3.0%.
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. Future
expenditures that may be required for compliance with these laws and regulations cannot be predicted. If the Company
determines that it is probable that an obligation exists and the amount can be reasonably estimated, a provision for
environmental liability would be recorded. This may include reclamation costs attributable to mining claims previously
held by the Company should no other responsible or potentially responsible parties be identified. We conduct our
operations in a manner designed to minimize effects on the environment and believe our operations comply with applicable
laws and regulations in all material respects. During 2022, the Company reviewed the provision for environmental liability
for a previously held non-core property and the associated contingent liability and determined that the reclamation costs
were neither probable nor could be reasonably estimated. The Company reversed its provision for environmental liability,
which resulted in a $240 gain in other income/(loss).
8. Supplemental Cash Flow Information and Material Non-Cash Transactions
As of December 31, 2022 and 2021, all our cash was held in liquid bank deposits and/or government instruments in the
United States or Australia.
There were no significant non-cash transactions for the years ended December 31, 2022 and 2021.
9. Income Taxes
The Company’s U.S. and foreign source income/(loss) were:
U.S.
Canada
Other foreign, net
Years Ended December 31,
2022
(95)
(272)
(4,564)
(4,931)
2021
$
(136)
(7,155)
(7,946)
$ (15,237)
$
$
During the years ended December 31, 2022 and 2021, the Company recognized $nil current and deferred income tax
expense or benefit in each of the U.S., Canada, and other foreign jurisdictions, due to full valuation allowances within
each jurisdiction.
74
Rate Reconciliation
Reconciliations between the Company’s combined income taxes at statutory rates and the U.S. effective income tax
(benefit)/expense were:
Income taxed at statutory rates
Increase (decrease) in taxes from:
State Tax
Stock-based compensation
Meals and Entertainment
Imputed interest
Other adjustments
Expiring NOLs
Inflation adjustment
Prior year provision to actual adjustments
Change in U.S. tax rate
Differentials in foreign tax rates
Changes in foreign exchange rates
Changes in valuation allowances affecting income tax expense or benefit
Income tax (benefit)/expense
$
Deferred Taxes
Years Ended December 31,
2022
(1,035)
$
2021
(3,743)
$
(2)
120
1
16
(16)
504
—
472
5
(426)
1,421
(1,060)
—
$
(21)
33
—
1
—
—
(2)
(493)
—
(186)
911
3,500
—
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. Components of the Company’s deferred
tax assets and liabilities were:
December 31,
2022
2021
Deferred income tax assets
Excess tax basis over book basis of property, plant and equipment
Marketable securities
Operating loss carryforwards
Capital loss carryforwards
Capital expenditures
Stock compensation
VAT recoverable
Unrealized foreign exchange gain/loss
Environmental liability
Offering costs
Accrued vacation
Other
Total future tax assets
Valuation allowance for future tax assets
Deferred income tax liabilities
Other investments
$
$
7,225
—
39,709
14,394
374
55
152
—
—
229
29
—
62,167
(62,167)
—
—
—
Total Deferred Taxes
$
—
$
7,225
103
40,620
14,065
374
179
145
116
65
305
26
4
63,227
(63,227)
—
—
—
—
75
Valuation Allowance on Canadian and Foreign Tax Assets
We establish a valuation allowance against 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 allowances of $62,167 and $63,227 at December 31, 2022 and
2021, respectively, related mainly to operating loss carryforwards where utilization is not more likely than not. The
Company periodically assesses both positive and negative evidence to determine whether it is more likely than not that
deferred tax assets can be realized prior to expiration.
Loss Carryforwards
The Company’s tax loss carryforwards expire as follows:
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
Noncapital
Canada
U.S.
Mexico
Barbados
Total
—
—
—
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
3,338
2,829
3,195
704
58,157
$
—
—
—
—
—
—
—
1,748
3,407
2,323
3,098
—
2
2,655
2,482
—
—
—
—
—
15,715
$
392
—
84
863
—
—
—
—
75
52
—
—
—
—
—
—
—
—
—
—
1,466
$
6
6
6
5
7
7
2
—
—
—
—
—
—
—
—
—
—
—
—
—
39
$
398
6
90
1,895
854
5,252
4,024
6,780
7,288
8,772
9,283
4,420
3,731
5,454
4,398
2,666
3,338
2,829
3,195
704
75,377
$
U.S. loss carryforwards for tax years beginning in 2018 through 2022 of $2,401, Canadian capital loss carryforwards of
$106,623 and Australian NOLs of $63,810, which do not expire, are not included in the previous table.
Accounting for Uncertainty in Taxes
Accounting Standards Codification Topic 740 (“ASC 740”) requires the Company to evaluate its income tax positions and
recognize a liability for uncertain tax positions that are not more likely than not to be sustained by tax authorities. As of
December 31, 2022 and 2021, the Company believes it had no income tax uncertainties that required recognition of a
liability. If the Company were to determine that uncertain tax positions meet the criteria of ASC 740, an estimated liability
and related interest and penalties would be recognized as 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, 2018 or U.S.
federal income tax examinations by the Internal Revenue Service for years ended on or before December 31, 2018. Some
76
U.S. state and other foreign jurisdictions are still subject to tax examination for years ended on or before December 31,
2017.
Although certain tax years are closed under the statute of limitations, tax authorities can still adjust losses being carried
forward to open years.
10. 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, 2022 or 2021. Geographic location of mineral properties and
plant and equipment is provided in Notes 4 and 5, respectively.
11. Subsequent Events
There have been no material subsequent events after December 31, 2022.
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, 2022, 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.
An attestation report on our internal control over financial reporting by our independent registered public accounting firm
is not included herein because, as a non-accelerated filer, we are exempt from the requirement to provide such report.
Changes in Internal Controls.
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2022 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, 2022 pursuant to Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended, for the 2023 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.
We will post any amendments, waivers, and implicit waivers to 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 (Plante & Moran, PLLC, Denver, Colorado,
PCAOB ID 166).
2. Consolidated Balance Sheets – As of December 31, 2022 and 2021.
3. Consolidated Statements of Income/(Loss) – Years ended December 31, 2022 and 2021.
4. Consolidated Statements of Shareholders’ Equity – Years ended December 31, 2022 and 2021.
5. Consolidated Statements of Cash Flows – Years ended December 31, 2022 and 2021.
6. Notes to Consolidated Financial Statements.
See “Item 8. Financial Statements and Supplementary Data”.
79
Financial Statement Schedules
No 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”.
The following exhibits are filed as part of this report:
Exhibit
Number
3.01
Description
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)
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
4.01
4.02
4.03
herein by reference (File No. 1-9025)
Description of Registrant’s Securities
Form of Warrant previously filed as Exhibit 4.1 to the Company’s Form 8-K dated July 9, 2021 and
incorporated herein by reference (File No. 1-9025)
Form of Underwriter’s Warrant previously filed as Exhibit 4.2 to the Company’s Form 8-K dated July 9,
2021 and incorporated herein by reference (File No. 1-9025)
10.01*
Amended Stock Option Plan of Vista Gold filed as Appendix F to the Company’s Proxy Statement on March
20, 2015 and incorporated herein by reference (File No. 1-9025)
10.02
Agreement, dated March 1, 2006, among the Northern Territory of Australia, Vista Gold Australia 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)
10.03
At-the-Market Offering Agreement dated November 22, 2017, previously filed as Exhibit 1.1 to the
Company’s Form 8-K dated November 22, 2017 and incorporated herein by reference (File No. 1-9025)
10.04
Amendment No. 1 to At-the-Market Offering Agreement dated June 24, 2020, previously filed as Exhibit 1.2
to the Corporation’s Form 8-K dated June 25, 2020 and incorporated herein by reference (File No. 1-9025)
10.05** Deed of Variation, previously filed as Exhibit 10.1 to the Company’s Form 8-K dated December 2, 2020 and
incorporated herein by reference (File No. 1-9025)
10.06
Amended and Restated Underwriting Agreement previously filed as Exhibit 1.1 to the Corporation’s Form 8-
10.07
K filed with the Commission on July 12, 2021 and incorporated by reference herein (File No. 1-9025)
Amendment No. 2 to the At-the-Market Offering Agreement dated December 10, 2021 previously filed as
Exhibit 1.3 to the Company’s Form 8-K dated December 13, 2021 and incorporated herein by reference (File
No. 1-9025)
10.08*
Amended Long Term Equity Incentive Plan of Vista Gold filed as Appendix D to the Company’s Proxy
Statement on March 17, 2022 and incorporated herein by reference (File No. 1-9025)
10.09*
Deferred Share Unit Plan of Vista Gold filed as Appendix E to the Company’s Proxy Statement on March 17,
2022 and incorporated herein by reference (File No. 1-9025)
10.10*
Amended and Restated Employment Agreement of Frederick H. Earnest, dated May 26, 2022 previously
10.11*
10.12*
filed as Exhibit 10.1 to the Company’s Form 10-Q dated July 27, 2022 and incorporated herein by reference
(File No. 1-9025)
Amended and Restated Employment Agreement of Douglas L. Tobler, dated May 26, 2022 previously filed
as Exhibit 10.2 to the Company’s Form 10-Q dated July 27, 2022 and incorporated herein by reference (File
No. 1-9025)
Amended and Restated Employment Agreement of John W. Rozelle, dated May 26, 2022 previously filed as
Exhibit 10.3 to the Company’s Form 10-Q dated July 27, 2022 and incorporated herein by reference (File No.
1-9025)
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 Company
Consent of Plante & Moran, PLLC, Denver, Independent Registered Public Accounting Firm
Consent of Tetra Tech, Inc.
Consent of Sabry Abdel Hafez
Consent of Rex Clair Bryan
Consent of Thomas L. Dyer
Consent of Amy L. Hudson
Consent of April Hussey
Consent of Chris Johns
Consent of Max Johnson
Consent of Deepak Malhotra
Consent of Zvonimir Ponos
Consent of Vicki Scharnhorst
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
96.1
Technical Report Summary for the Mt Todd Gold Project previously filed as Exhibit 96.1 to the
Company’s Form 10-K/A dated February 13, 2023 and incorporated herein by reference (File No. 1-9025)
101.INS(1) Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document.
101.SCH(1) Inline XBRL Taxonomy Extension – Schema
101.CAL(1) Inline XBRL Taxonomy Extension – Calculations
101.DEF(1) Inline XBRL Taxonomy Extension – Definitions
101.LAB(1) Inline XBRL Taxonomy Extension – Labels
101.PRE(1) Inline XBRL Taxonomy Extension – Presentations
104
Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive
Data File because its XBRL tags are embedded within the Inline XBRL document
* Management Contract or Compensatory Plan
** Certain portions of the exhibit that are not material and would be competitively harmful if publicly disclosed have
been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Copies of the unredacted exhibit will be furnished
to the Commission upon request.
(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) for the years ended
December 31, 2022 and 2021, (ii) Consolidated Balance Sheets at December 31, 2022 and 2021, (iii) Consolidated
Statements of Cash Flows for the years ended December 31, 2022 and 2021, 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 23, 2023
Dated: February 23, 2023
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 23, 2023
Dated: February 23, 2023
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 23, 2023
Director
February 23, 2023
Director
February 23, 2023
Director
February 23, 2023
Director
Director
Director
February 23, 2023
February 23, 2023
February 23, 2023
Frederick H. Earnest
*
John M. Clark
*
C. Thomas Ogryzlo
*
Deborah J. Friedman
*
Tracy A. 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.
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BR927926-0323-10K