Vista Gold Corp. Annual Report 2023

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FY2023 Annual Report · Vista Gold Corp.

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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, 2023
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: 001-09025

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.)

8310 S Valley Hwy, Suite 300
Englewood, Colorado
(Address of Principal Executive Offices)

80112
(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: $62,966,000

The number of shares of the Registrant’s Common Stock outstanding as of March 7, 2023 was 121,534,045.

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 2024 Annual General and Special Meeting of Shareholders are incorporated herein. See Part III.

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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 1C. CYBERSECURITY
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. MINE SAFETY DISCLOSURES

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND

ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL

DISCLOSURE

ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

PART III

RELATED STOCKHOLDER MATTERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 16. FORM 10-K SUMMARY

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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 (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) operate as a development
stage company in the gold mining industry. Vista does not currently generate cash ﬂows from mining operations. The
Company’s ﬂagship asset is the Mt Todd gold project (“Mt Todd” or the “Project”) in Northern Territory, Australia (the
“NT”). Mt Todd is among the largest development stage opportunities in Australia. All major operating and environmental
permits necessary to initiate development of the Project are in place. In March 2024, we completed an updated feasibility
study for Mt Todd in conjunction with our annual reporting of mineral resources and mineral reserves in this Annual
Report on Form 10-K, as required under Item 1300 of Regulation S-K (“S-K 1300”) under the Securities and Exchange
Act of 1934, as amended (the “Exchange Act”).

Mt Todd beneﬁts from its location in a leading mining jurisdiction and oﬀers opportunities to add value through growth of
mineral reserves, alternative development strategies, and other de-risking activities. The Project oﬀers strategic
optionality through development as a large-scale project or as a smaller scale start-up with subsequent staged expansion.

In view of the scale of investment required to develop Mt Todd, we are evaluating alternatives that oﬀer the potential to
provide shareholders with greater ﬁnancial returns and lower exposure to risk. We continue to work with CIBC Capital
Markets (“CIBC”) to identify and advance interest in Mt Todd and are focused on achieving a transaction that maximizes
shareholder value. Potential strategic investors continue to show interest in Mt Todd and have provided positive feedback
on the technical merits of the Project. However, interested parties continue to maintain a cautious approach to new,
large-scale development projects and some have expressed interest in alternative development strategies at Mt Todd.
Vista also considers possible corporate opportunities as a means to enhance our liquidity. Our funding strategy is to
maintain adequate liquidity while minimizing dilution as we seek to preserve, enhance, and realize value from Mt Todd.
The Company periodically raises funds in the capital markets and considers alternative strategies to enhance its liquidity
and deliver shareholder value.

In December 2023, Vista entered into a royalty agreement (the “Royalty Agreement”) with Wheaton Precious Metals
(Cayman) Co., an aﬃliate of Wheaton Precious Metals Corp. (“Wheaton”), in relation to Mt Todd. Pursuant to the terms of
the Royalty Agreement, Vista granted Wheaton a royalty in the amount of 1% of gross revenue from the sale or
disposition of minerals from the Project (the “Royalty”), subject to adjustments in certain circumstances. As consideration
for the Royalty, Wheaton agreed to provide Vista with $20 million to advance Mt Todd and for general corporate
purposes, subject to certain conditions set forth in the Royalty Agreement. Wheaton has also been granted a right of ﬁrst
refusal on any royalties, streams or pre-pays pertaining to Mt Todd. Vista received Royalty proceeds of $3 million in
December 2023 and $7 million in February 2024. The remaining Royalty proceeds totaling $10 million are expected to be
received by the end of the second quarter 2024.

The Batman deposit at Mt Todd hosts proven and probable mineral reserves of 6.98 million ounces as reported in the
March 2024 feasibility study (the “Mt Todd FS”). There are opportunities to add gold mineral resources through further
drilling. Exploration at Mt Todd has demonstrated additional growth targets immediately outside the Batman deposit along
a 5.4 kilometer trend within the Company’s mining licenses and other precious and base metals prospects within the
broader footprint of the Company’s exploration licenses.

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cash ﬂows. If successful, management believes this will add substantial value to Mt Todd by improving cash ﬂow as a
result of a more constant production proﬁle, reduced stripping, and increased mine life for all development scenarios. The
proposed drilling is expected to have an all-in cost of approximately $2 million and to be completed by year end.

The Company plans to leverage the results of the drilling program and prior technical studies by advancing evaluations of
staged development scenarios for Mt Todd. Vista continues to evaluate the technical and economic merits of staged
development scenarios with a focus on lower initial capital, strong gold production and cash flow profiles, while preserving
the opportunity for subsequent staged development. In 2023, we completed an internal 5.2 million tonnes per annum
(“tpa”), nominally 15,000 tpd, scoping study. By using contract mining and power generation, and construction practices
commonly used in Australia, we believe there is opportunity to maintain high capital eﬃciency at this smaller initial project
scale. Using a higher ore cutoﬀ grade at the start is also expected to help maintain competitive cash costs. The scoping
study demonstrated the economic merits of a smaller scale initial project but restricted the mine life to the 80 million tonne
capacity of the existing tailings facility. Additional evaluation is needed to incorporate staged development scenarios that
improve resource utilization, mine life, and economic returns.

The Company published its inaugural Environmental, Social, and Governance report during the first quarter 2024.

The Company holds the exclusive right to develop Mt Todd through an agreement (the “NT Agreement”) with the
Government of the Northern Territory, Australia (the “NT Government”). The NT Agreement was extended during 2023
through December 31, 2029 with the option for an additional three-year extension.

A recent report of the NT Government’s Mineral Development Taskforce recommends simplifying and improving the
competitiveness of the NT royalty scheme. The Mineral Development Taskforce estimates that such changes, if enacted
in legislation, will have signiﬁcant positive economic impacts for Mt Todd and other mineral projects in the Northern
Territory, and provide incentive for greater mining investment in the territory.

The Mt Todd FS contemplates a plant processing 50,000 tpd and demonstrates the underlying value potential of a large-
scale gold project. Highlights include:

●

estimated proven and probable mineral reserves of 6.98 million ounces of gold (280 Mt at 0.77 g Au/t) using a
gold price of $1,500 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
$913 per ounce(3);

high capital efficiency, with initial capital requirements of $1.03 billion, or $163 per payable ounce of gold (3);

after-tax NPV 5% of $1.13 billion and internal rate of return (“IRR”) of 20.4% at a gold price of $1,800 per
ounce; and

after-tax NPV5% of $1.78 billion and IRR of 27.9% at a price of $2,100 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.

(3) Cash costs, cash cost per ounce, and initial capital requirements per payable ounce of gold are non-U.S. GAAP ﬁnancial

measures; see Non-U.S. GAAP Financial Measures for additional disclosure.

The Mt Todd FS included reserve estimates pursuant to S-K 1300 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.

In addition to the technical advancements of the Project in 2022 and 2023, Vista has all major operating and
environmental permits necessary to initiate development of Mt Todd. We have invested signiﬁcant resources in water
treatment and management, and 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.

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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 and telephone numbers of our offices are:

Executive Office
8310 S Valley Hwy, Suite 300
Englewood, Colorado, USA 80112
Telephone: (720) 981-1185

Registered and Records Office
1200 Waterfront Centre – 200 Burrard Street
Vancouver, British Columbia, Canada V7X 1T2
Telephone: (604) 687-5744

Human Capital Management

As of December 31, 2023, we had 12 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
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, contractors, and the communities in which we operate are high priorities in the
way we manage our business. Oversight is provided by the Company’s board of directors (the “Board of Directors”) and
the Board’s 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 policies and regulations
enacted 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.

It is Vista’s priority to maintain a culture of ethical performance as a core value, as 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 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.

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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 option agreements, leases to third parties, joint
venture arrangements with other mining companies, or outright sales of assets. We reported no mining operating
revenues during the years ended December 31, 2023 and 2022. Geographic location of mineral properties and plant and
equipment is provided in Note 3 – Mineral Properties and Note 4 – 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
would 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.

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 to initiate development of Mt Todd and have other minor licenses, permits or other authorizations currently
required to conduct our exploration, site management, and other programs. We believe we comply in all material respects
with applicable mining, health, safety and environmental statutes and regulations in all 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. 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 in
the process of being amended to align with the larger-scale design in the Mt Todd FS. The changes to the pit, tailing
storage facilities, and waste rock dump designs have been referred to the NT EPA for its consideration as required under
the Environmental Protection Act 2019. The NT EPA referral review has been suspended at our request while we
respond to questions raised by the Aboriginal Areas Protection Authority regarding the increased area of the footprint of
the new facilities.

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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 2023, 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
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 2024 through March 8, 2024:

Year
2019
2020
2021
2022
2023
2024 (to March 8, 2024)

High
1,546
2,067
1,943
2,039
2,078
2,171

$
$
$
$
$
$

Low
1,270
1,474
1,684
1,629
1,811
1,985

$
$
$
$
$
$

Average

$
$
$
$
$
$

1,393
1,770
1,799
1,800
1,941
2,023

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.

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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
3.2808
0.6214
1.1023
0.2642
0.0322
0.0292

Acres
Feet
Miles
Tons (short)
Gallons
Ounces (troy)
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.

“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.

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“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,
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

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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.

“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

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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 Statement s

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

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 interested parties continue to maintain a cautious approach to new, large-scale development
projects;

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;

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;

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 a fresh water storage reservoir would receive a two-meter dam raise and would harvest
stormwater expected to exceed process water requirements for year-round operations for a 50,000 tpd operation;

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 expectation to follow the 6,000-7,000 meter drilling program with studies of an initially smaller-scale project at
Mt Todd, targeting a significantly lower initial capital cost and operating costs close to those estimated in the

●

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Mt Todd FS and the plan that the studies will focus on a strategy of scalable development, allowing for
throughput expansion or mine-life extension;

our belief that the drill program will add substantial value to Mt Todd by improving cash ﬂow as a result of a more
constant production profile, reduced stripping, and increased mine life for all development scenarios;

our expectation that proposed drilling could have an all-in cost of approximately $2 million and to be completed by
year end;

our belief that using contract mining and power generation, and construction practices commonly used in
Australia, creates an opportunity to maintain high capital efficiency at a smaller initial project scale;

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;

our belief that the Mineral Development Taskforce estimates that changes in the NT royalty scheme, if enacted
in legislation, will have signiﬁcant positive economic impacts for Mt Todd and other mineral projects in the
Northern Territory

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

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 belief that our Working Capital as of December 31, 2023, the $7,000 received in February 2024 under the
Royalty Agreement, and remaining proceeds expected from the Royalty, together with other potential future
sources of ﬁnancing and sales of non-core assets, will be suﬃcient to fund our currently planned corporate
expenses;

●

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;

planned or potential expenditures, funding requirements and sources of capital, including near-term sources of
additional cash;

our expectation to fund our 2024 activities from existing cash and cash equivalents and anticipated additional
proceeds from its grant of the Royalty on Mt Todd, which is expected to provide total proceeds of $20,000;

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 in the capital of the Company (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 belief that we are possibly 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;

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●

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; and 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:

Operating Risks

●

feasibility study results and the accuracy of estimates and assumptions on which they are based;

● 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;

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;

●

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;

●

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;

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●

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;

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 possible 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;

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●

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.

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, gold recovery processes, 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.

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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,
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 interest 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.

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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.

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

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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:

●

●
●
●
●

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;
changes in supply from production, disinvestment, and scrap; and
forward sales by producers in hedging or similar transactions.

A substantial or extended decline in the gold price could:

●
●
●
●

●
●
●

negatively impact our ability to raise capital on favorable terms, or at all;
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 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.

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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.

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 maintain insurance for certain risks because of the high premiums associated with
insuring those risks in relation to potential perils 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 possibly a “passive foreign investment company,” which would 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 is possible the Company may be
classiﬁed as a passive foreign investment company (“PFIC”) up to and including the taxable year ended December 31,
2023, and based on current business plans and ﬁnancial projections, management believes there is a possibility that the
Company could 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

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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.

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

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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. Projects and 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 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 potential impacts 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 to 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
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;
loss of Common Share listing on the Toronto Stock Exchange (the “TSX”) or the NYSE American due to
noncompliance with exchange listing standards;
issuance of Common Shares by the Company; and

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●

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.

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.

General Risks

We may experience cybersecurity breaches which may result in information theft, data corruption, operational
disruption, disclosure of conﬁdential business information, misdirected wire transfers, reputational harm, or
financial loss.

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,

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damaged reputation, remediation costs, potential litigation, regulatory enforcement proceedings and heightened
regulatory scrutiny.

We are subject to anti-bribery and anti-corruption laws.

Our operations are governed by, and involve interactions with, many levels of government in several countries. We are
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 of companies convicted of violating anti-corruption and anti-bribery
laws. Furthermore, a company may be found liable for violations committed 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.

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 numerous governmental and self-regulated
organizations, including but not limited to the British Columbia Securities Commission, the SEC, 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.

We are or may become subject to data privacy laws, regulations, litigation and directives relating to our
processing of personal information.

The jurisdictions in which we operate (including the United States) have laws governing how we must respond to a cyber
incident that results in the unauthorized access, disclosure, or loss of personal information. Additionally, new laws and
regulations governing data privacy and unauthorized disclosure of personal information and imposing certain
cybersecurity-related requirements may provide for a private right of action and imposition of signiﬁcant ﬁnes, pose
increasingly complex compliance challenges. Some or all of such legislation will elevate our compliance costs over time.
Our business involves collection, use, and other processing of personal information and personally identifiable information
of our employees, investors, contractors, suppliers, and customer contacts. As legislation continues to develop and cyber
incidents continue to evolve, we will likely be required to expend signiﬁcant resources to continue to modify or enhance
our protective measures to comply with such legislation and to detect, investigate and remediate vulnerabilities to cyber
incidents that relate to data privacy. Any failure by us, or a company we acquire, to comply with such laws and regulations
could result in reputational harm, loss of goodwill, penalties, liabilities, remediation costs, or mandated changes in our
business practices. Each has the potential to materially impact our financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS .

Not applicable.

ITEM 1C. CYBERSECURITY.

Description of Processes for Assessing, Identifying and Managing Cybersecurity Risks

Vista’s system of internal controls includes consideration of cybersecurity risks. The Company uses technology and
control procedures designed to mitigate cybersecurity risks, with our management team working to monitor, identify,
assess, and

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respond to potential cybersecurity incidents that may threaten the Company. The system of controls also focuses on
security awareness and training for employees and contractors with access to Company facilities or systems. Company
management periodically reviews system and organization control reports (SOC 1, Type 2) for key outsourced
information systems to ensure that third-party data processing is subject to appropriate controls and security measures.
Cybersecurity risks for Vista include the potential for financial loss, loss of data, and business interruption. Vista maintains
technology and non-technology-based system controls, a data backup program, and disaster recovery testing to mitigate
these risks.

Our cybersecurity controls also follow defense in depth principles, which aim to implement various layered access control,
detection, prevention, and response measures. We periodically engage with third parties to assess our vulnerabilities and
help us mitigate cybersecurity-related risks.

Management’s Role in Assessing and Managing Cybersecurity Risks

The Company’s chief executive oﬃcer (“CEO”) and chief ﬁnancial oﬃcer (“CFO”) have primary responsible for
cybersecurity risk management and the implementation of processes for identifying, assessing, and managing material
risks from cybersecurity threats. Oﬃcers of the Company and its Australian subsidiary review, at least quarterly,
developments relevant to the Company’s cybersecurity control environment. This group of oﬃcers has experience
managing public companies and overseeing internal controls associated with cybersecurity. Additional support for IT
general controls and speciﬁc cybersecurity matters is provided to the Company through third-party IT specialists. Per the
Company’s policies, including its Disclosure Policy and Code of Business Conduct and Ethics, cybersecurity incidents are
to be immediately reported to the Vista management team for resolution. Information technology general controls,
including controls to mitigate cybersecurity risks, are considered by management during their assessment of the
Company’s design and eﬀectiveness of internal controls over ﬁnancial reporting. Findings from these control procedures
are considered by management and, as deemed appropriate to reduce cybersecurity risks to an appropriately low level,
are implemented. This may include modiﬁcation of internal control procedures, adoption of technology solutions, and
testing of specific elements of the system of controls.

Board of Director’s Oversight of Risks from Cybersecurity

Management, under supervision of the Company’s CEO and CFO, has developed a system of internal controls that
identiﬁes risks to the Company, designed controls intended to reduce risks to an appropriately low level, implemented
control procedures, and subsequently tested such control procedures. Management presents an enterprise risk
management assessment to the Audit Committee on a quarterly basis and provides the Audit Committee with frequent
updates of speciﬁc ﬁnancial statement risks. Risks associated with cybersecurity are included in these risk assessments,
subjected to testing of key controls, and reﬂected in management’s reports to the Audit Committee. The full Board of
Directors receives periodic brieﬁngs on selected risk matters, and is invited to participate in each Audit Committee
meeting and, as such, provided with the same information presented to the Audit Committee.

No Previous Material Cybersecurity Threats

We are not aware of any previous cybersecurity threats that have materially aﬀected or are reasonably likely to materially
aﬀect the Company. Despite the security and risk management measures that we have implemented and any additional
measures we may implement or adopt in the future, our facilities and systems, and those of our third-party service
providers, have been and are vulnerable to security breaches, computer viruses, lost or misplaced data, programming
errors, scams, burglary, human errors, acts of vandalism, misdirected wire transfers, or other malicious or criminal
activities. A successful attack on our information or operational technology systems could have material consequences to
the Company. While we devote resources to our security measures to protect our systems and information, these
measures cannot provide absolute security. See “Item 1A. Risk Factors” for additional information about the risks to our
business associated with a breach or compromise to our information technology systems.

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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 (PG, member AIPG), a technical consultant. 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
resources and mineral reserves 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 2024 feasibility study for Mt Todd is the technical report summary, prepared pursuant to S-K 1300, attached as an
exhibit to this Annual Report on Form 10-K 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 March 12, 2024 (the “Mt Todd FS”).

A companion feasibility study for Canadian purposes, pursuant to NI 43-101, will also be ﬁled in accordance with NI 43-
101 disclosure standards on SEDAR+ on or before April 27, 2024. The companion report is referenced herein for
informational purposes only and is not incorporated herein by reference.

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 Maurie Marks, P.Eng.; Rex Clair Bryan, Ph.D., SME RM; Thomas L. Dyer, P.E.,
SME RM; Amy L. Hudson, Ph.D., CPG, SME RM; 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.

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.

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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.

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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) using a
gold price of $1,500 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 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 $913 per ounce, including average cash costs of $845 per ounce during
the first seven years of operations following commissioning and ramp-up(3);

a 16-year operating life;

initial capital requirements of $1.03 billion which assume an owner-operated mining ﬂeet, power generated
on-site by a third-party, and a locally based employee workforce;

after-tax NPV 5% of $1.13 billion and IRR of 20.4% at a gold price of $1,800 per ounce and an AUD:USD
exchange rate of 0.69; and

after-tax NPV5% of $1.78 billion and IRR of 27.9% at a price of $2,100 per ounce of gold and an AUD:USD
exchange rate of 0.69 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.

(3) Cash costs per ounce is a non-U.S. GAAP ﬁnancial measure; see Non-U.S. GAAP Financial Measures for additional

disclosure.

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 ($ billions)
After-tax NPV 5% ($ billions)
After-tax IRR
After-tax Payback (years)

Years 1-7(1)
1.01
479
3,353

$
$

92.2 %
845
961
2.77

Life of Mine (16 years)(2)

0.84
395
6,313

91.6 %
913
1,034
2.51
1.03
1.13
20.4 %
4

$
$

Note: Table economics presented using $1,800/oz gold and a A$1.00 :$0.69 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.

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The following chart presents the 50,000 tpd Project annual cash ﬂow using $1,800/oz gold and an A$1.00:$0.69
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

Gold Price and Foreign Exchange Rate Sensitivity Table ($ Billions)

Gold Price

$1,400

$1,500

$1,600

$1,700

$1,800

$1,900

$2,000

$2,100

$2,200

($/A$) NPV5%

0.66

$0.3

0.69

$0.2

0.72

$0.1

IRR
(%)

9.8

8.1

6.6

NPV5%

$0.5

$0.4

$0.3

IRR
(%)

13.0

11.4

9.9

NPV5%

$0.8

$0.7

$0.6

IRR
(%)

16.1

14.6

13.1

NPV5%

$1.0

$0.9

$0.8

IRR
(%)

19.1

17.5

15.9

NPV5%

IRR
(%)

NPV5%

$1.2

22.0

$1.1†

20.4†

$1.0

18.8

$1.4

$1.3

IRR
(%)

24.6

22.9

21.3

NPV5%

$1.7

$1.6

$1.5

IRR
(%)

27.2

25.5

23.9

NPV5%

$1.9

$1.8

$1.7

IRR
(%)

29.6

27.9

26.2

NPV5%

$2.1

$2.0

$1.9

IRR
(%)

32.1

30.3

28.6

† Reflects the assumptions used for the economic analysis in the Mt Todd FS.

Table of Contents

Key capital expenditures for the 50,000 tpd Project initial and sustaining capital requirements are:

Capital Expenditures ($ Millions, except per ounce amount)

Mining
Process Plant
Project Services
Project Infrastructure
Site Establishment & Early Works
Management, Engineering, EPCM Services
Preproduction Costs
Contingency
Sub-Total
Asset Sale and Salvage
Total Capital

Total Capital per Payable Ounce of Gold (2)

Initial
Capital
94
$
561
57
49
27
111
31
99
$ 1,030
—
$ 1,030

$ 163

Sustaining
Capital

584
33
86
8
—
—
—
48
759
(43)
716 (1)

113 (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.
(2) Total capital per payable ounce of gold 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.

The Mt Todd FS contemplates an owner-operated mining ﬂeet at initial capital of $100 million and sustaining capital of
$620 million, inclusive of contingency. The study assumes the equipment will be sold when retired from operations, at an
estimated salvage value of $24 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

First 7 Years

Life of Mine Cost

Mining
Processing
Site General and Administrative
Royalties(1)
Water Treatment
Tailings Management
Refining Costs(1)
Total Cash Costs(2)

Per ore tonne
processed
9.61
10.17
1.11
1.46
0.27
0.09
0.10
22.80

Per ounce
$ 356
377
41
54
10
3
4
$ 845

Per ore tonne
processed
7.68
10.21
1.05
1.16
0.30
0.09
0.08
20.57

Per ounce
$ 341
453
46
52
13
4
4
$ 913

Note: Table may not add to total due to rounding

(1) Royalties (as defined below) and refining costs calculated at $1,800 per ounce gold and an A$1.00 : $0.69 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.

Table of Contents

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.

In December 2023, Vista entered into a royalty agreement (the “Royalty Agreement”) with Wheaton Precious Metals
(Cayman) Co., an aﬃliate of Wheaton Precious Metals Corp., in relation to Mt Todd. Pursuant to the terms of the Royalty
Agreement, Vista granted Wheaton a royalty in the amount of 1% of gross revenue from the sale or disposition of
minerals from the Project, subject to adjustments in certain circumstances.

Together, the Jawoyn Royalty and the royalty with Wheaton Precious Metals Corp. comprise the Royalties in the Mt Todd
FS.

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 ore
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.

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)

Recovery
(%)

(1)
1 †
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16 ‡
17 ‡
Total

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
267,021

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
671,331

0
12,334
17,750
17,750
17,799
17,750
17,823
17,750
17,774
17,774
17,750
17,750
17,774
17,774
17,750
17,750
16,710
2,612
280,375

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

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%

Note: Amounts may not add due to rounding.

† 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.

Table of Contents

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 Resource (Exclusive of Gold Mineral Reserves)
Based on US$1,300/oz Gold

Batman Deposit

Heap Leach Pad

Quigleys Deposit

Total

Tonnes
(000s)

—
10,816

Grade
(g Au/t)

—
1.76

Contained
Ounces
(000s)

—
613

Tonnes
(000s)

Grade
(g Au/t)

—
—

10,816
61,323

1.76
0.72

613

1,421

—
—

Contained
Ounces
(000s)

—
—

—

Tonnes
(000s)

594
7,301

Grade
(g Au/t)

1.15
1.11

7,895
3,981

1.11
1.46

Contained
Ounces
(000s)

22
260

282

187

Tonnes
(000s)

Grade
(g Au/t)

594
18,117

1.15
1.49

Contained
Ounces
(000s)

22
873

18,711
65,304

1.49
0.77

895

1,608

Measured
Indicated
Measured
&
Indicated
Inferred

Notes:

● Measured & indicated mineral resources exclude proven and probable mineral 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 mineral resources are the average
grade of the heap, no cut-off applied.
Batman: Mineral 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: Mineral 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, 2023. There have been no changes in the mineral resource estimates since
December 31, 2022 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, 2023.
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, 2023.

● 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 mineral resource estimates as of December 31, 2023 compared to December 31, 2022 as the
same material assumptions and criteria were determined to continue to apply to the mineral resource estimates and there
was no conversion of mineral resources into mineral reserves in the fiscal year ending December 31, 2023.

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.

Table of Contents

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 $1,500
per Ounce Pit Design

Batman Deposit

Heap Leach Pad

Total

Contained

Tonnes Grade Ounces
(000s)

(g Au/t)

(000s)

Tonnes Grade Ounces
(000s)

(g Au/t)

(000s)

Tonnes Grade Ounces
(000s)
(g Au/t)
(000s)

Proven
Probable
Proven & Probable
Economic analysis conducted only on proven and probable mineral reserves.

81,277
185,744
267,021

0.84
0.76
0.79

2,192
4,555
6,747

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:
●
●

Thomas L. Dyer, P.E., is the QP responsible for reporting the Batman Deposit Proven and Probable mineral reserves.
Batman deposit mineral reserves are reported using a 0.35 g Au/t cutoﬀ grade and $1,800 per ounce gold price. A US$
1,500/oz-Au pit shell was used.

● Deepak Malhotra is the QP responsible for reporting the heap-leach pad mineral reserves.
●

Because all the heap-leach pad reserves are to be fed through the mill, these reserves are reported without a cutoﬀ grade
applied.
The mineral 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, 2023. There
have been no changes in the mineral reserve estimates since December 31, 2022 because the Company and the relevant
qualified persons determined that the same material assumptions and criteria continued to apply as of December 31, 2023,
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, 2023.

●
●

●

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 mineral reserve estimates as of December 31, 2023 compared to December 31, 2022 as the
same material assumptions and criteria were determined to continue to apply to the mineral reserve estimates and there
was no depletion of mineral reserves in the ﬁscal year ending December 31, 2023 as Mt. Todd is in the development
stage.

The tables below show the resource classification criteria and variogram parameters for the Batman resource model.

Table of Contents

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. The latter agreement was extended during 2017 through the end of
2023 and further extended during 2023 through December 31, 2029 with the option for an additional three-year
extension.

Total land holdings controlled by Vista Gold Australia are approximately 1,637 Km 2. 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.

Table of Contents

Mineral Licenses

MLN 1070

MLN 1071

MLN 1127

MLN 31525

Subtotal

Mt Todd Land Holdings of Vista Gold Australia

Surface
Area
(Km2)

Location
Description
(UTM)
Mining

Location Date/

Grant Date Renewal Date

39.8

License Block March 5, 1993 March 4, 2043

13.3

centered at

March 5, 1993 March 4, 2043

approximately March 5, 1993 March 4, 2043
September 3,
September 4,
2042
2017

188555E,
435665N

0.8

1.6

55.4

Estimated Holding
Requirements
Annual Rent &
Admin Fees
(thousands
of A$)
96
(due March 4)
32
(due March 4)
2
(due March 4)
4
(due September 3)

134

Estimated Holding
Requirements
Annual Rent &
Admin Fees
(thousands
of A$)

Annual Work
Requirement Expenditure/

Annual

(thousands
of A$)

Technical

Reports Due

N/A

N/A
-

May 4

Annual Work
Requirement Expenditure/

Annual

(thousands
of A$)

Technical

Reports Due

Exploration Licenses

Surface
Area
(Km2)

EL29882

555.5

EL29886

594.6

EL30898

186.7

EL32004

95.3

ELA32005

Subtotal

149.2

1,581.3

Location
Description
(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

Location Date/

Grant Date Renewal Date

September 16,
2013

September
15, 2025

September 16,
2013

September
15, 2025

May 3, 2016

May 2, 2024

43
(due September
15)

48
(due September
15)

14
(due May 2)

November 21,
2019

November 20,
2025

6
(due November 20)

328

May 14

130

May 14

Under
application

Under application

Under
application

Totals A$
Totals US$ (exchange rate of A$1.00 = $0.681 on December 31, 2023)

111

245
167

475

475
323

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.

Table of Contents

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 exceed process water requirements 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 third-party-operated 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 was cleared and graded at the time of original construction.

Other benefits of Mt Todd’s location in the NT 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) 56 kilometers from site and the NT capital of
Darwin approximately 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);

●

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

Table of Contents

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.

Table of Contents

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 Engineers Pty. Ltd. 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

Tonnes Leached (million)

Head Grade (g Au/t)

Recovery (%)

Gold Recovered (oz)

Cost/t (AUD)

Cost/oz (AUD)

Historical Heap
Leach Production
Reported

13.2

0.96

53.8

220,755

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.

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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 throughput 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 gold production. Operating costs were above
those predicted in the feasibility study. The spot price of gold deteriorated from above USD$400 in early 1996 to below
USD$300 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 access 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

Soils

Rock Chips

164

224

295

1,333

3,135

1,925

2,312

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2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

572

2,601

841

241

1,098

341

313

278

Exploration Potential for MLs

Total Samples

15,050

143

132

170

556

2,037

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.

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Batman Deposit Drilling History

Date

1988

1989

1990

1991

1992

1993

Reference

Truelove

Kenny, Wegmann, Fuccenecco

Wegmann, Fuccenecco, Gibbs

Billiton

Zapopan

1994-1997

Pegasus Gold

1998-2000

General Gold Resources

2007

2008

2010

2011

2012

2015

2016-2017

Vista

Holes (#)

Percussion
(m)

Diamond
(m)

133

122

149

170

105

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

—

1988-2017

Batman Total

826

8,239

75,059

67,260

Vista Drilling 2012 – 2017

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

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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)

200

676.5

9710

202

1,090

RC (m)

—

4,013

—

41,930

11,878

4,013

603

631

—

41,429

501

—

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

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 Australian Laboratories Pty. Ltd. (“NAL”) 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.

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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

31 Denninup Way
Malaga, WA 6090

Purpose

Main assay
analyses

ALS

Abbreviation

Certifications

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

North Australian
Laboratories Pty. Ltd.

NT Environmental
Laboratories (Intertek
Group)

MLN 792 Eleanor Rd
Pine Creek, NT 0847

3407 Export Dr
Berrimah, NT 0828

Check Analyses Genalysis

Unable to verify

Alternative
assay analyses

NAL

Check Analyses NTEL

ISO 17025
Certified

ISO 17025

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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.

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Comparison of Assay Values between the Database and Source Documents

Center of Cell Range in ppm

(+/- 0.1 ppm Au)

-1.2

-1

-0.8

-0.6

-0.4

-0.2

0.2

0.4

0.6

0.8

1.2

Frequency

Percent

Cumulative

0.00

0.01

0.00

0.04

8,539

99.88

0.06

0.00

0.01

Percent

0.00

0.01

0.05

99.93

0.99

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

0.70

1.48

1171

33.45

0.005

0.3

0.79

1.48

1171

33.44

0.005

0.3

Differences,
Source -
Database in
PPM

0.01

565

0.255

-0.29

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Summary of Comparisons of Vista Assays

Au in PPM

Vista Assays

Database

Source

Differences,
Source -
Database in PPM

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

0.02

0.79

-1.07

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 (PG, member AIPG), a technical consultant, 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. Mr. Rozelle does not have an ownership, royalty, or other interest in the property.
Due to prior employment with the Company that ended on December 31, 2023, Mr. Rozelle owned 430,865 shares of
Vista Gold Corp. and 122,418 restricted share units at March 8, 2024.

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,

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including: a gyratory crusher, cone crushers, high pressure grinding roll (“HPGR”) crushers followed by X-ray
transmission (“XRT”) and laser sorting, and primary ball mills, followed by VXP Mills, as discussed in greater detail below.
Vista plans to recover gold in a conventional 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.

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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.

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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 pit, tailings storage facilities, and waste rock dump designs have been referred to the NT EPA as
required under the Environmental Protection Act 2019 for its consideration. The NT EPA referral review has been
suspended at our request while we respond to questions raised by the Aboriginal Areas Protection Authority regarding the
increased area of the footprint of the new facilities.

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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 Association 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
have 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 (approximately 1.8 gigaliters at the
end of 2023) will not present any major issues when resuming operations in the Batman pit.

Project Development Plans

The Company is undertaking a 6,000-7,000 meter drilling program targeting the addition of low-stripping-ratio ounces at
the north end of the Batman deposit. The Company expects to follow the drilling with studies of an initially smaller-scale
project at Mt Todd, targeting a signiﬁcantly lower initial capital cost and operating costs close to those estimated in the Mt
Todd FS. The studies will focus on a strategy of scalable development, allowing for throughput expansion or mine-life
extension.

The strategic process with CIBC Capital Markets is ongoing and remains a top priority.

Vista reduced its recurring costs in 2023, and reducing costs and maximizing eﬀectiveness continue to be high priorities
in 2024. Vista expects to incur expenditures of approximately $2,200 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, 2023, we had no
properties in the

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United States and were not subject to regulation by the MSHA under the Mine Act and consequently no disclosure is
required under Section 1503(a) of the Dodd-Frank Act.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTER S 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 March 11, 2024, the last reported sale price of the Common Shares of Vista on the NYSE American
was $0.47, there were 121,534,045 Common Shares issued and outstanding, and we had approximately 214 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, 2023.
The Company’s equity compensation plans as of December 31, 2023 were the stock option plan (“Stock Option Plan”),
the long-term incentive plan (“LTIP”), and the deferred share unit plan (“DSU Plan”). Equity compensation under these
plans has been granted to directors, officers, employees, and consultants of the Company, as applicable.

Number of securities to be
issued upon
exercise/conversion of
outstanding options and
rights
(a)

Weighted-average exercise
price of outstanding
options and rights
(b)

Number of securities
remaining available for
future grants under equity
compensation plans
(excluding securities
reflected in column (a))
(c)

3,475,674

N/A

3,475,674

0.08

N/A

0.08

8,633,175

N/A

8,633,175

Plan Category

Equity compensation
plans approved by
securityholders
Equity compensation
plans not approved by
securityholders
Total

As of December 31, 2023, 1,886,674 restricted share units (“RSUs”) were outstanding under the LTIP, 1,189,000
deferred share units (“DSUs”) were outstanding under the DSU Plan, and 400,000 options were outstanding under the
Stock Option Plan to acquire an aggregate of 3,475,674 Common Shares.

See Note 7 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.

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Exchange Controls

There are no governmental laws, decrees or regulations in Canada that restrict the export or import of capital, including
foreign exchange controls, or that affect the remittance of dividends, interest, or other payments to non-resident holders of
the securities of Vista, other than Canadian withholding tax. See “Certain Canadian Federal Income Tax Considerations
for U.S. Residents” below.

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.

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This summary is based on the current provisions of the Canadian Tax Act and the Convention in eﬀect on the date
hereof, all speciﬁc proposals to amend the Canadian Tax Act and Convention publicly announced by or on behalf of the
Minister of Finance (Canada) on or before the date hereof, and the current published administrative and assessing
policies of the CRA. It is assumed that all such amendments will be enacted as currently proposed, and that there will be
no other material change to any applicable law or administrative or assessing practice, although no assurance can be
given in these respects. Except as otherwise expressly provided, this summary does not take into account any provincial,
territorial or foreign tax considerations, which may differ materially from those set out herein.

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 possibly 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 possibly a “passive foreign investment company,” which would likely have adverse U.S. federal income tax
consequences for U.S. shareholders” above.

Unregistered Sales of Equity Securities

None.

Repurchase of Securities

During 2023, 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

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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.

The foregoing is consistent with the laws, customs and practices in Canada.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT S
OF OPERATIONS.

The following discussion and analysis should be read in conjunction with our consolidated ﬁnancial statements for the two
years ended December 31, 2023 and 2022, 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 (PG, member AIPG), a technical consultant. Mr. Rozelle is a qualiﬁed person (“QP”) as deﬁned by Item
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

In view of the scale of investment required to develop Mt Todd, we are evaluating alternatives that oﬀer the potential to
provide shareholders with greater ﬁnancial returns and lower exposure to risk. We continue to work with CIBC Capital
Markets (“CIBC”) to identify and advance interest in Mt Todd and are focused on a transaction that maximizes
shareholder value. Potential strategic investors continue to show interest in Mt Todd and have provided positive feedback
on the technical merits of the Project. However, interested parties continue to maintain a cautious approach to new,
large-scale development projects and some have expressed interest in alternative development strategies at Mt Todd.
Vista also considers possible corporate opportunities as a means to enhance our liquidity. Our funding strategy is to
maintain adequate liquidity while minimizing dilution as we seek to preserve, enhance, and realize value from Mt Todd.
The Company periodically raises funds in the capital markets and considers alternative strategies to enhance its liquidity
and deliver shareholder value.

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for the Royalty, Wheaton agreed to provide Vista with $20 million to advance Mt Todd and for general corporate
purposes, subject to certain conditions set forth in the Royalty Agreement. Wheaton has also been granted a right of ﬁrst
refusal on any royalties, streams or pre-pays pertaining to Mt Todd. Vista received Royalty proceeds of $3 million in
December 2023 and $7 million in February 2024. The remaining Royalty proceeds totaling $10 million are expected to be
received by the end of the second quarter 2024.

In January 2024, the Company commenced a 6,000-7,000 meter drill program, with the focus to add shallow gold
resources at the north end of the Batman deposit. This drilling program is a condition of the Royalty Agreement. The
objective of this program is to convert gold resources to gold reserves that can be included in the mine production
schedule and project cash ﬂows. If successful, management believes this will add substantial value to Mt Todd by
improving cash ﬂow as a result of a more constant production proﬁle, reduced stripping, and increased mine life for all
development scenarios. The proposed drilling is expected to have an all-in cost of approximately $2 million and to be
completed by year end.

The Company plans to leverage the results of the drilling program and prior technical studies by advancing evaluations of
staged development scenarios for Mt Todd. Vista continues to evaluate the technical and economic merits of staged
development scenarios with a focus on lower initial capital, strong gold production and cash flow profiles, while preserving
the opportunity for subsequent staged development. In 2023, we completed an internal 5.2 million tonnes per annum
(“tpa”), or 15,000 tpd, scoping study. By using contract mining and power generation, and construction practices
commonly used in Australia, we believe there is opportunity to maintain high capital eﬃciency at this smaller initial project
scale. Using a higher ore cutoﬀ grade at the start is also expected to help maintain competitive cash costs. The scoping
study demonstrated the economic merits of a smaller scale initial project but restricted the mine life to the 80 million tonne
capacity of the existing tailings facility. Additional evaluation is needed to incorporate staged development scenarios that
improve resource utilization, mine life, and economic returns.

The Company published its inaugural Environmental, Social, and Governance report during the first quarter 2024.

A recent report of the NT Government’s Mineral Development Taskforce recommends simplifying and improving the
competitiveness of the NT royalty scheme. The Mineral Development Taskforce estimates that such changes, if enacted
through legislation, will have signiﬁcant positive economic impacts for Mt Todd and other mineral projects in the Northern
Territory, and provide incentive for greater mining investment in the territory.

The Mt Todd FS contemplates a plant processing 50,000 tpd and demonstrates the underlying value potential of a large-
scale gold project. Highlights include:

●

estimated proven and probable mineral reserves of 6.98 million ounces of gold (280 Mt at 0.77 g Au/t) using a
gold price of $1,500 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
$913 per ounce(3);

high capital efficiency, with initial capital requirements of $1.03 billion, or $163 per payable ounce of gold (3);

after-tax NPV 5% of $1.31 billion and internal rate of return (“IRR”) of 20.4% at a gold price of $1,800 per
ounce and an Fx rate of $0.69 AUD:USD; and

after-tax NPV5% of $1.78 billion and IRR of 27.9% at a price of $2,100 per ounce of gold and an Fx rate of
$0.69 AUD:USD.

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(1) Note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 and CIM Deﬁnition

Standards.

(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.

(3) Cash costs, cash cost per ounce, and initial capital requirements per payable ounce of gold are non-U.S. GAAP ﬁnancial

measures; see Non-U.S. GAAP Financial Measures for additional disclosure.

The Mt Todd FS included reserve estimates pursuant to S-K 1300 under 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.

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.

Mt Todd Gold Project – Summary of Gold Mineral Resource (Exclusive of Gold Mineral Reserves)
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 Grade
(g Au/t)
(000s)

Contained
Ounces
(000s)

Tonnes Grade
(g Au/t)
(000s)

Contained
Ounces
(000s)

—
10,816

Measured
Indicated
Measured & Indicated 10,816
Inferred
61,323
Notes:

—
1.76
1.76
0.72

—
613
613

1,421

—
—
—
—

—
594
— 7,301
— 7,895
— 3,981

1.15
1.11
1.11
1.46

22
260
282

187

Tonnes
(000s)

Grade
(g Au/t)

594
18,117
18,711
65,304

1.15
1.49
1.49
0.77

Contained
Ounces
(000s)

22
873
895

1,608

● Measured & indicated mineral resources exclude proven and probable reserves.
●

●

● 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

●
●

●

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● Mineral resources that are not mineral reserves have no demonstrated economic viability and do not meet all relevant

modifying factors.

Mt Todd Gold Project – Summary of Gold Mineral Reserves based on 50,000 tpd, 0.35 g Au/t cut-off and $1,500 per Ounce
Pit Design

Batman Deposit

Heap Leach Pad

Total

Contained

Tonnes Grade Ounces
(000s)

(g Au/t)

(000s)

Tonnes Grade Ounces
(000s)

(g Au/t)

(000s)

Tonnes Grade Ounces
(000s)
(g Au/t)
(000s)

Proven
Probable
Proven & Probable
Economic analysis conducted only on proven and probable mineral reserves.

81,277
185,744
267,021

0.84
0.76
0.79

2,192
4,555
6,747

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 mineral reserves.
●

●
●

●

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, 2023 was $6,585, or $0.05 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, 2022 was $4,931, or $0.04 per Common Share on both a basic and diluted basis. The principal components of our
2023 net loss and the year-over-year changes are discussed below.

The Company had cash of $6,069, working capital of $5,576, and no debt as of December 31, 2023.

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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.

Exploration, Property Evaluation and Holding Costs

Exploration, property evaluation and holding costs, including ﬁxed costs, discretionary programs, and non-cash stock-
based compensation, were $3,262 and $4,522 during the years ended December 31, 2023 and 2022, respectively. These
costs were predominantly associated with Mt Todd and were comprised of fixed costs and discretionary costs.

For the years ended December 31, 2023 and 2022, our ﬁxed exploration, property evaluation and holding costs totaled
$2,850 and $3,095, 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 2023 included
lower personnel costs, partially offset by higher power consumption due to site water pumping.

Expenses incurred for 2023 Mt Todd discretionary programs totaled $412. The discretionary programs included $110 for
amendments to the MMP and $110 for costs related to securing a development partner. 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.

Included in the 2023 and 2022 exploration, property evaluation and holding costs were non-cash stock-based
compensation of $180 and $262, respectively.

Corporate Administration

Corporate administration costs were $3,462 and $3,767 during the years ended December 31, 2023 and 2022,
respectively. The 2023 and 2022 corporate administration costs included non-cash stock-based compensation of $456
and $517, respectively. Costs were generally lower during 2023 due to a decrease in insurance costs of $231 and other
recurring administrative expenses being lower by $181. Corporate discretionary costs were higher by $107, largely due to
costs related to the Royalty Agreement.

Non-Operating Income and Expenses

Interest Income

Interest income was $263 and $111 during the years ended December 31, 2023 and 2022, respectively. The Company
benefited from rising market interest rates for short-term government debt securities.

Other Income

Other Income/(Expense) was ($84) and $409 for the years ended December 31, 2023 and 2022, respectively. Other
expense in 2023 was due to legal costs for the Company’s eﬀorts to recover additional value-added tax from the previous
sale of a non-core asset. In 2022, the Company reversed a previously accrued amount of $240 for contingent reclamation
costs. The Company also received cash of $196 in May 2022 as a partial value-added tax recovery from the previous sale
of a non-core asset.

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Financial Position, Liquidity and Capital Resources

Operating Activities

Net cash used in operating activities was $5,861 and $7,413 for the years ended December 31, 2023 and 2022,
respectively. The decrease in operating cash outﬂows in 2023 largely resulted from lower spending for drilling and
completion of the feasibility study in 2022.

Investing Activities

Net cash provided by investing activities of $2,949 for the year ended December 31, 2023 resulted primarily from the
$3,000 initial Royalty payment.

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.

Financing Activities

Net cash of $871 for the year ended December 31, 2023 was provided by ﬁnancing activities. These activities include
receipt of net proceeds of $1,013 under the ATM Program (as deﬁned below) oﬀset by payments of $142 for employee
withholding tax obligations in lieu of issuing Common Shares earned from the vesting of restricted share unit awards.

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.

Liquidity and Capital Resources

The Company considers available cash and cash equivalents to be its primary measure of liquidity. These capital
resources totaled $6,069 at December 31, 2023 compared to $8,110 at December 31, 2022, representing a net decrease
of $2,041 during 2023. Current assets net of current liabilities (“Working Capital”) is a secondary measure of liquidity for
the Company. As of December 31, 2023 and 2022, working capital was $5,576 and $7,714, respectively.

During 2023, the Company beneﬁted from cash inﬂows of $3,000 from its grant of the Royalty on Mt Todd and ATM
Program net proceeds of $1,013 as discussed below. These sources of cash were oﬀset by operating cash outﬂows of
$5,861 and other expenditures of $193. Recurring costs for corporate administration and Mt Todd maintenance were
most the Company’s operating cash outﬂows during 2023. As part of its ongoing priority to reduce spending, recurring
costs for 2023 were reduced to $5,400. This represents a 9% reduction in recurring costs compared to 2022 and a 23%
reduction from the Company’s planned annual expenditures prior to initiating its spending reduction program in early
2022. Other operating cash expenditures during 2023 were approximately $400 for completion of an internal scoping level
study and various other non-recurring projects at Mt Todd. Additional details regarding 2023 ﬁnancial results are
presented in the “Results from Operations” section above and the preceding discussions in this section regarding
operating activities, investing activities and financing activities.

For 2024, the Company estimates that recurring costs will be approximately $5,800. This represents a slight increase
over 2023 and largely results from the eﬀects of general inﬂation, regulatory costs, and an increase in the size of the
Company’s board of directors by one member. Work plans at Mt Todd are expected to increase in 2024 as the Company
carries out a 6,000-7,000 meter drilling program in the area immediately north of the Batman pit and undertakes other Mt
Todd-related technical programs. Overall, these activities are expected to include spending totaling approximately $3,100.

Management expects to fund its 2024 activities from existing cash and cash equivalents and anticipated additional
proceeds from its grant of the Royalty on Mt Todd. The Royalty Agreement is expected to provide total proceeds of
$20,000. Of this amount, $3,000 was received in December 2023 and $7,000 was received in February 2024. The ﬁnal
installment of

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$10,000 is to be received six months from the date of the ﬁrst installment providing Vista Gold Australia has commenced
a drilling program at Mt Todd and satisfied other customary conditions, representations, and warranties.

In addition to Vista’s existing capital resources and anticipated proceeds from the Royalty, 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 2023, the Company sold 1,710,068 Common Shares under the
ATM Program for net proceeds of $1,013. As of December 31, 2023, $8,702 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.

Other potential sources of cash inﬂows may include other equity issuances not covered by the ATM Program,
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.

Considering current economic conditions and the Company’s ongoing initiatives, we believe our Working Capital as of
December 31, 2023, the $7,000 received in February 2024 under the Royalty Agreement, and remaining proceeds
expected from the Royalty, 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. We seek to maintain
adequate liquidity and minimize dilution as we advance our primary objective to maximize returns to our shareholders by
preserving, enhancing and realizing value from Mt Todd. Our funding strategy is to maintain a low expenditure proﬁle,
satisfy the remaining conditions to receive the remaining proceeds from the Royalty Agreement, realize value from our
remaining non-core assets and, when considered appropriate, issue additional equity or ﬁnd other means of ﬁnancing.
Vista also considers possible corporate opportunities as a means to enhance our liquidity. 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.

Summary of Quarterly Results

2023

Revenue
Net income/(loss)
Basic income/(loss) per share

2022

Revenue
Net income/(loss)
Basic income/(loss) per share

4th quarter

3rd quarter

2nd quarter

1st quarter

$
$
$

— $
$
$

(1,657)
(0.01)

— $
$
$

(1,495)
(0.01)

— $
$
$

(1,454)
(0.01)

— $
$
$

(1,692)
(0.02)

— $
$
$

(1,503)
(0.01)

— $
$
$

(1,424)
(0.01)

—
(1,971)
(0.02)

—
(320)
(0.00)

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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.

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.

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”), initial capital requirements
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.

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Cash Costs, AISC, Initial Capital Requirements per Payable Ounce of Gold and Respective Unit Cost Measures

Cash Costs and AISC, initial capital requirements per payable ounce of gold 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. The Company reports initial capital cost requirements per payable ounce of
gold because this metric provides a standard measurement of initial capital eﬃciency. 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.

Initial capital requirements per payable ounce of gold consists of total initial capital requirements divided by the
corresponding payable gold ounces.

The following tables demonstrate the calculation of Cash Costs, AISC, and the respective unit-cost metrics for amounts
presented in this report in respect of Mt Todd.

Units

Years 1-7(1)

Life of Mine
(16 years)

Payable Gold

Operating Costs
Refining Cost
Royalties
Cash Costs
Cash Cost per ounce

Sustaining Capital
All-In-Sustaining Costs
AISC per ounce

Initial capital requirements
Initial capital requirements per payable ounce of gold

koz

US$ millions
US$ millions
US$ millions
US$ millions
US$/oz

US$ millions
US$ millions
US$/oz

US$ millions
US$/oz

3,353

2,641
12
181
2,834
$845

388
3,222
$961

6,313

5,420
23
324
5,767
$913

759
6,526
$1,034

$1,030
$163

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Units

Years 1-7(1)

Life of Mine
(16 years)

Payable Gold
Tonnes processed

Mining Costs
Processing Costs
Site General and Administrative Costs
Water Treatment
Tailings Management
Refining Cost
Royalties
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
Royalties per ounce
Cash Cost per ounce

koz
kt

US$ millions
US$ millions
US$ millions
US$ millions
US$ millions
US$ millions
US$ millions
US$ millions

$/oz
$/oz
$/oz
$/oz
$/oz
$/oz
$/oz
$/oz

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
Royalties 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.

3,353
124,299

$ 1,194
1,264
138
34
12
12
181
$ 2,834

6,313
280,375

$ 2,153
2,863
293
84
27
23
324
$ 5,767

$356.19
376.89
41.16
10.01
3.48
3.65
54.00
$845.39

$341.05
453.41
46.44
13.33
4.20
3.68
51.32
$913.43

$9.61
10.17
1.11
0.27
0.09
0.10
1.46
$22.80

$7.68
10.21
1.05
0.30
0.09
0.08
1.16
$20.57

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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 the Company’s board of directors (the “Board of Directors”), and eﬀected by 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. Projections of any evaluation
of eﬀectiveness to future periods are also 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, 2023. 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, 2023, the Company’s internal control over
financial reporting was effective.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Vista Gold Corp.

Opinion on the consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Vista Gold Corp. (the “Company”), as of December 31,
2023, and the related consolidated statements of income/(loss), shareholders’ equity, and cash ﬂows for the year ended
December 31, 2023, and the related notes (collectively referred to as the “ﬁnancial statements”). In our opinion, the
consolidated ﬁnancial statements present fairly, in all material respects, the ﬁnancial position of Vista Gold Corp. as of
December 31, 2023, and the results of its operations and its cash ﬂows for the years ended December 31, 2023 in
conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated ﬁnancial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on the Company’s consolidated ﬁnancial statements based on our audit. 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 audit 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 consolidated 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 audit 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 audit included performing procedures to assess the risks of material misstatements 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 consolidated ﬁnancial statements. Our
audit also included evaluating the accounting principles used and signiﬁcant estimates made by management, as well as
evaluating the overall presentation of the consolidated ﬁnancial statements. We believe that our audit provide a
reasonable basis for our opinion.

Critical Audit Matters

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) relate to accounts or disclosures that are material to
the ﬁnancial statements and (2) involved our especially challenging, subjective, or complex judgments. We have
determined that there are no critical audit matters.

We have served as the Company’s auditor since 2023.

/s/ Davidson & Company LLP
Vancouver, Canada
Chartered Professional Accountants

March 14, 2024

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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 balance sheet of Vista Gold Corp. (the “Company”) as of December 31, 2022, the
related statement of income, comprehensive income, stockholders' equity, and cash ﬂows for year 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 the results of its operations and its cash ﬂows for the year 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 audit 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 audit 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 Matters

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 there are no critical audit matters.

/s/ PLANTE & MORAN, PLLC

We served as the Company’s auditor from 2014 to 2022.

Denver, Colorado

February 23, 2023

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VISTA GOLD CORP.
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in U.S. dollars and in thousands, except shares)

Assets:
Current assets:
Cash and cash equivalents
Other current assets
Total current assets

Non-current assets:
Mineral properties (Note 3)
Plant and equipment, net (Note 4)
Other non-current assets
Total non-current assets

Total assets

Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable
Accrued liabilities and other (Note 5)

Total current liabilities

Non-current liabilities:
Deferred gain on grant of royalty (Note 6)
Other liabilities

Total non-current liabilities

Total liabilities

Commitments and contingencies (Note 8)

December 31, December 31,

2023

2022

6,069
446
6,515

8,110
537
8,647

2,146
204
69
2,419
8,934

190
749
939

3,000
44
3,044
3,983

2,146
193
—
2,339
10,986

169
764
933

—
24
24
957

Shareholders’ equity:
Common shares, no par value - unlimited shares authorized; shares outstanding:
2023 - 121,088,494 and 2022 - 118,480,878 (Note 7)
Accumulated deficit

Total shareholders’ equity

Total liabilities and shareholders’ equity

476,354
(471,403)
4,951
8,934

474,847
(464,818)
10,029
10,986

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.

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VISTA GOLD CORP.
CONSOLIDATED STATEMENTS OF INCOME/(LOSS)
(Dollar amounts in U.S. dollars and in thousands, except shares and per share data)

Years Ended December 31,

2023

2022

Operating income/(expense):
Gain on disposal of mineral property interests
Exploration, property evaluation and holding costs
Corporate administration
Depreciation and amortization
Total operating expense, net

Non-operating income:
Interest income
Other income/(expense)

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

— $

(3,262)
(3,462)
(40)
(6,764)

263
(84)
179

(6,585)
(6,585) $

2,883
(4,522)
(3,767)
(45)
(5,451)

111
409
520

(4,931)
(4,931)

120,471,317

(0.05) $

118,005,490
(0.04)

120,471,317

(0.05) $

118,005,490
(0.04)

The accompanying notes are an integral part of these consolidated financial statements.

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VISTA GOLD CORP.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Dollar amounts in U.S. dollars and in thousands, except shares)

Balances at January 1, 2022
Shares issued, net of offering costs
Shares issued (RSUs vested, net of shares withheld)
Stock-based compensation
Net loss
Balances at December 31, 2022

Balances at January 1, 2023
Shares issued, net of offering costs
Shares issued (RSUs vested, net of shares withheld)
Shares issued (DSUs vested)
Stock-based compensation
Net loss
Balances at December 31, 2023

Common
Shares
117,189,232
401,884
889,762
—
—
118,480,878

Amount

$ 474,181
244
(357)
779
—
$ 474,847

118,480,878
1,710,068
412,548
485,000
—
—
121,088,494

$ 474,847
1,013
(142)
—
636
—
$ 476,354

Accumulated
Deficit
(459,887)
—
—
—
(4,931)
(464,818)

(464,818)
—
—
—
—
(6,585)
(471,403)

Total
Shareholders’
Equity

14,294
244
(357)
779
(4,931)
10,029

10,029
1,013
(142)
—
636
(6,585)
4,951

The accompanying notes are an integral part of these consolidated financial statements.

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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,

2023

2022

(6,585)

(4,931)

Depreciation and amortization
Stock-based compensation
Gain on disposal of mineral property interests, net
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:

Maturities of short-term investments, net
Additions to plant and equipment
Proceeds from grant of royalty interest
Proceeds from disposition of royalty interest, 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 decrease in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year

Supplemental cash flow information (Note 9)

40
636
—
—

91
(43)
(5,861)

—
(51)
3,000
—
2,949

1,013
(142)
871

(2,041)
8,110
6,069

45
779
(2,883)
(240)

274
(457)
(7,413)

384
(5)
—
2,500
2,879

244
(357)
(113)

(4,647)
12,757
8,110

The accompanying notes are an integral part of these consolidated financial statements.

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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 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 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 recurring positive 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. In March 2024, we completed an updated feasibility study for Mt Todd and are evaluating alternative
development strategies, including a staged development approach. 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: gain recognition, 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 likely 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, 2023 and 2022, net foreign
currency gains/(losses) were insignificant.

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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 mineral reserves reported in
accordance with Item 1300 of Regulation S-K under the Securities Exchange Act of 1934, as amended, are established
and the Company deems development activities to have commenced. 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. Proceeds
received from option or conveyance agreements for unproved properties 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 and substantial obligations of the
Company have been met, or the related contract terminates. Gains on disposal and grant of royalty interests are
recognized in operating income when the Company has completed its significant obligations.

We assess the carrying value of mineral properties for impairment whenever information or circumstances indicate the
potential for impairment. 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.

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 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.

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Accounting for Income Taxes

We account for income taxes by recognizing deferred tax assets and liabilities for diﬀerences between the ﬁnancial
statement and tax bases of assets and liabilities at enacted tax rates in eﬀect for the year in which the diﬀerences are
expected to reverse. Changes in enacted tax rates are recognized in the period that includes the enactment date.
Valuation allowances are recorded to reduce deferred tax assets to net amounts estimated to be more likely than not of
being realized.

The Company evaluates its income tax positions and recognizes a liability for uncertain tax positions that are not more
likely than not to be sustained by tax authorities. If the Company were to determine that uncertain tax positions meet the
criteria for recognition, an estimated liability and related interest and penalties would be recognized as income tax
expense.

Fair Value of Financial Instruments

Our ﬁnancial instruments include cash and cash equivalents, 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

In November 2023, the Financial Accounting Standards Board issued ASU 2023-07, Segment Reporting (Topic 280):
Improvements to Reportable Segment Disclosures (“ASC 280”), that enhance disclosures for signiﬁcant segment
expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a
public entity to report for each reportable segment a measure of segment proﬁt or loss that its chief operating decision
maker uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU
2023-07 are eﬀective for ﬁscal years beginning after December 15, 2023, and interim periods within ﬁscal years
beginning after December 15, 2024. Early adoption is permitted. The amendments in ASU 2023-07 are applied
retrospectively to all prior periods presented in the financial statements. The Company has only one segment and has not
previously reported segment information but may be required to do so under ASU 2023-07. The Company is currently
assessing the impact of adopting ASU 2023-07 on the consolidated financial statements and related disclosures.

3. Mineral Properties

Mt Todd, Northern Territory, Australia

Capitalized mineral property values were:

Mt Todd, Australia

4. Plant and Equipment

At December 31, 2023 At December 31, 2022
2,146

2,146

Mt Todd, Australia
Corporate, United States
Used mill equipment, Canada

December 31, 2023
Accumulated
Depreciation

Cost

5,415
303
—
5,718

5,211
303
—
5,514

Net

Cost

December 31, 2022
Accumulated
Depreciation

Net

204
—
—
204

5,364
333
—
5,697

5,171
333
—
5,504

193
—
—
193

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5. Other Current Liabilities

The following table sets forth the Company’s accrued liabilities and other at December 31, 2023 and December 31, 2022:

Accrued accounts payable
Accrued employee compensation and benefits

6. Deferred Gain on Grant of Royalty

At December 31, 2023 At December 31, 2022
112
652
764

152
597
749

On December 13, 2023, Vista Gold Australia Pty. Ltd. (“Vista Gold Australia”), a wholly owned subsidiary of the
Company, entered into a Royalty Agreement (the “Royalty Agreement”) with Wheaton Precious Metals (Cayman) Co., an
affiliate of Wheaton Precious Metals Corp. (“Wheaton”) in relation to Mt Todd.

Pursuant to the terms of the Royalty Agreement, Wheaton agreed to provide Vista with $20,000 of cash to advance Mt
Todd and for general corporate purposes, excluding direct expenditures for any project other than Mt Todd. The Royalty
is at a rate of 1% of gross revenue from the Project if the completion objectives for the Project are achieved by April 1,
2028. Beginning April 1, 2028, if the completion objectives for the Project are not achieved, the Royalty shall increase
annually at a rate of up to 0.13% to a maximum Royalty rate of 2%. Any annual increases beginning April 1, 2028 shall be
reduced on a pro rata basis to the extent that Mt Todd has initiated operations but has yet to achieve a completion test at
an average daily processing rate of 15,000 tonnes per day. The Royalty rate, the annual increase percentage, and
maximum Royalty rate can each be reduced by one-third upon the occurrence of one of the following events: (i) a change
of control of Vista Gold Australia occurs prior to April 1, 2028 and Vista Gold Australia provides timely notice and payment
to Wheaton of certain amounts; or (ii) payment to Wheaton of the applicable Royalty associated with Vista Gold Australia
delivering 3.47 million gold ounces to a third party. The Royalty is payable on production from both the Mt Todd mining
and exploration licenses. Wheaton has also been granted a right of ﬁrst refusal on any royalties, streams or pre-pays
pertaining to Mt Todd.

The Royalty Agreement provides for Vista Gold Australia to receive a total of $20,000 in three installments. The ﬁrst
installment of $3,000 was received in December 2023. This amount was recorded as a deferred gain on grant of royalty
as of December 31, 2023. The second instalment of $7,000 was received from Wheaton after having received approval
from the Australian government Foreign Investment Review Board, registration of a secured interest in favor of Wheaton,
and satisfaction of other conditions. The secured interest provides for, among other things, a mortgage on the mineral
tenements that comprise Mt Todd. The ﬁnal installment of $10,000 is to be received six months from the date of the ﬁrst
installment provided that Vista Gold Australia has commenced a 6,000-meter drilling program at Mt Todd and satisﬁed
customary conditions, representations, and warranties.

7. Common Shares

Equity Financing

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
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, 2023, $8,702 remained available under the ATM Program.

During the year ended December 31, 2023 the Company sold 1,710,068 Common Shares for net proceeds of $ 1,013
under the ATM Program. During the year ended December 31, 2022 the Company sold 401,884 Common Shares for net
proceeds

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of $244 under the ATM Program. 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, 2023 and 2022, we issued 412,548 and 889,762 Common Shares, respectively, in
connection with vesting of restricted share units (“RSUs”). During the year ended December 31, 2023, we issued 485,000
Common Shares in exchange for deferred share units (“DSUs”) held by directors of the Company who retired in 2023.

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 were issued as part of a July 2021 public oﬀering and are subject to
standard anti-dilution provisions.

As of December 31, 2021
As of December 31, 2022
As of December 31, 2023

Stock-Based Compensation

Weighted
Average

Warrants

Exercise Price Remaining Life

Outstanding Per Share

(Years)

7,408,101
7,408,101
7,408,101

$
$
$

1.25
1.25
1.25

2.5
1.5
0.5

The Company’s stock-based compensation plans include: RSUs currently outstanding under the Company’s long-term
equity incentive plan (“LTIP”), 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. 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. Stock-based compensation 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, 2023 and 2022 was:

RSUs
DSUs

Year Ended December 31,

2023

2022

392
244
636

507
272
779

As of December 31, 2023, unrecognized compensation expense for RSUs was $293, which is expected to be recognized
over a weighted average period of 1.2 years.

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Restricted Share Units

The following table summarizes RSU activity:

Unvested - December 31, 2021
Granted
Cancelled/forfeited
Vested, net of shares withheld
Unvested - December 31, 2022
Granted
Cancelled/forfeited
Vested, net of shares withheld
Unvested - December 31, 2023

Number
of RSUs

Weighted Average
Grant-Date Fair
Value Per RSU

1,998,339 $

759,000
(395,569)
(889,762)

1,472,008 $
1,163,000
(335,786)
(412,548)
1,886,674

0.53
0.59
0.51
0.49
0.60
0.37
0.58
0.60
0.46

During the years ended December 31, 2023 and 2022, 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 33% will vest based on fixed future dates, and approximately 67% 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. During the year ended December 31, 2023, the Board of Directors granted 420,000 DSUs and the Company
recognized $244 of DSU expense. During the year ended December 31, 2022, the Board of Directors granted 324,000
DSUs and the Company recognized $272 of DSU expense.

The following table summarizes DSU activity:

Outstanding - December 31, 2021
Granted
Outstanding - December 31, 2022
Granted
Shares issued to participants
Outstanding - December 31, 2023

Number of
DSUs

930,000
324,000
1,254,000
420,000
(485,000)
1,189,000

Weighted Average
Grant-Date Fair
Value per DSU

0.68
0.84
0.72
0.58
0.69
0.68

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Stock Options

The following table summarizes option activity:

Outstanding - December 31, 2021
Outstanding - December 31, 2022
Expired
Outstanding - December 31, 2023

Number of
Options

1,367,000 $
1,367,000 $

(967,000)
400,000

Exercisable - December 31, 2023

400,000

Weighted Average Common Shares

Basic Common Shares
Effect of dilutive stock-based awards
Diluted Common Shares

Weighted Average
Exercise Price
Per Option

Weighted Average
Remaining
Contractual Term
(Years)

Aggregate
Intrinsic
Value

0.71
0.71
0.71
0.70

0.70

1.64
0.64

0.47

$
$

38
—

—

At December 31,

2023
120,471,317
—
120,471,317

2022
118,005,490
—
118,005,490

Unvested RSUs representing 1,886,674 Common Shares, Stock Options to purchase 400,000 Common Shares, warrants
to purchase 7,408,101 Common Shares, and vested DSUs representing 1,189,000 unissued Common Shares were
outstanding at December 31, 2023 but were not included in the computation of diluted weighted average Common
Shares outstanding because their effect would have been anti-dilutive.

8. 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 Government of
the Northern Territory, Australia (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%.

Mt Todd is also subject to the Royalty Agreement with Wheaton; see Note 6.

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).

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9. Supplemental Cash Flow Information and Material Non-Cash Transactions

As of December 31, 2023 and 2022, 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, 2023 and 2022.

10. Income Taxes

The Company’s U.S. and foreign source income/(loss) were:

U.S.
Canada
Other foreign, net

Years Ended December 31,

2023

2022

(154)
(3,097)
(3,334)
(6,585)

(95)
(272)
(4,564)
(4,931)

During the years ended December 31, 2023 and 2022, 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.

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,
2023

2022

(1,383)

(1,035)

5
117
1
60
(7)
137
—
580
—
(484)
(77)
1,051

— $

(2)
120
1
16
(16)
504
—
472
5
(426)
1,421
(1,060)
—

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:

Deferred income tax assets
Excess tax basis over book basis of property, plant and equipment
Operating loss carryforwards

December 31,

2023

2022

7,225
40,817

7,225
39,709

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Capital loss carryforwards
Capital expenditures
Stock compensation
VAT recoverable
Unrealized foreign exchange gain/loss
Offering costs
Accrued vacation
Other
Total future tax assets
Valuation allowance for future tax assets

Deferred income tax liabilities
Other investments

14,394
366
54
176
7
157
22
—
63,218
(63,218)
—

—
—

Total Deferred Taxes

— $

Valuation Allowance on Canadian and Foreign Tax Assets

14,394
374
55
152
—
229
29
—
62,167
(62,167)
—

—
—

—

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 $63,218 and $62,167 at December 31, 2023 and
2022, 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:

2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043

Noncapital
Canada

U.S.

Mexico

Barbados

Total

—
—
—
—
—
—
1,648
3,407
2,323
3,098
—
2
2,655
2,482
—
—
—
—
—
—
15,615

—
97
995
—
—
—
—
87
60
56
—
—
—
—
—
—
—
—
—
—
1,295

6
6
5
7
7
2
12
—
—
—
—
—
—
—
—
—
—
—
—
—
45

6
103
2,027
854
5,252
4,024
6,692
7,300
8,780
9,339
4,420
3,731
5,454
4,398
2,666
3,338
2,829
3,195
734
2,964
78,106

—
—
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
734
2,964
61,151

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U.S. loss carryforwards for tax years beginning in 2018 through 2022 of $ 2,372, Canadian capital loss carryforwards of
$106,623 and Australian net operating losses of $ 66,759, which do not expire, are not included in the previous table.

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, 2019 or
U.S. federal income tax examinations by the Internal Revenue Service for years ended on or before December 31, 2019.
Some U.S. state and other foreign jurisdictions are still subject to tax examination for years ended on or before December
31, 2018.

Although certain tax years are closed under the statute of limitations, tax authorities can still adjust losses being carried
forward to open years.

11. Geographic and Segment Information

The Company has one reportable operating segment, consisting of advancement and development of Mt Todd, 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, 2023 or 2022. Geographic location of mineral
properties and plant and equipment is provided in Notes 3 and 4, respectively.

12. Subsequent Events

On February 27, 2024, the Company received the second instalment of $ 7,000 from Wheaton under the Royalty
Agreement after having received approval from the Australian government Foreign Investment Review Board, registration
of a secured interest in favor of Wheaton, and satisfaction of other conditions. The secured interest provides for, among
other things, a mortgage on the mineral tenements that comprise Mt Todd.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTIN G 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, 2023, 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, 2023 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not Applicable.

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, 2023 pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended, for the 2024 Annual General and Special Meeting of Shareholders (the “Proxy Statement”) and is incorporated
herein by reference.

Table of Contents

Code of Business Conduct and Ethics

We have a code of business conduct and ethics (the “Code of Ethics”) that applies to all 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 MANAGEMEN T 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. Report of Independent Registered Public Accounting Firm ( Davidson & Company LLP, Vancouver, Canada ,

PCAOB ID 731).

3. Consolidated Balance Sheets – As of December 31, 2023 and 2022.

4. Consolidated Statements of Income/(Loss) – Years ended December 31, 2023 and 2022.

5. Consolidated Statements of Shareholders’ Equity – Years ended December 31, 2023 and 2022.

6. Consolidated Statements of Cash Flows – Years ended December 31, 2023 and 2022.

7. Notes to Consolidated Financial Statements.

See “Item 8. Financial Statements and Supplementary Data”.

Table of Contents

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

3.02

3.03

4.01
4.02

4.03

10.01*

10.02

10.03

10.04

10.05**

10.06

10.07

10.08*

10.09*

10.10*

10.11*

10.12*

10.13

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. 1-09025)
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. 1-09025)
Articles, previously filed as Exhibit 3.3 to the Company’s Form 8-K dated June 12, 2013 and incorporated
herein by reference (File No. 1-09025)
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. 1-09025)
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. 1-09025)
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. 1-09025)
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. 1-09025)
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. 1-09025)
Amendment No. 1 to At-the-Market Offering Agreement dated June 24, 2020, previously filed as Exhibit 1.2 to
the Company’s Form 8-K dated June 25, 2020 and incorporated herein by reference (File No. 1-09025)
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. 1-09025)
Amended and Restated Underwriting Agreement previously filed as Exhibit 1.1 to the Company’s Form 8-K
filed with the SEC on July 12, 2021 and incorporated by reference herein (File No. 1-09025)
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. 1-09025)
Amended Long Term Equity Incentive Plan of Vista Gold filed as Appendix D to the Company’s Proxy
Statement on March 17, 2023 and incorporated herein by reference (File No. 1-09025)
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. 1-09025)
Amended and Restated Employment Agreement of Frederick H. Earnest, dated May 26, 2022 previously filed
as Exhibit 10.1 to the Company’s Form 10-Q dated July 27, 2022 and incorporated herein by reference (File
No. 1-09025)
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.
1-09025)
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.
1-09025)
Deed of Variation to agreement among the Northern Territory of Australia, Vista Gold Australia Pty. Ltd. and
Vista Gold Corp., dated February 10, 2014

Table of Contents

10.14

10.15

10.16

10.17

10.18

19
21
23.1
23.2
23.3
23.4
23.5
23.6
23.7
23.8
23.9
23.10
23.11
23.12
23.13
23.14
23.15
24
31.1

31.2

32.1

32.2

96.1
97
101.INS(1)

101.SCH(1)
101.CAL(1)
101.DEF(1)
101.LAB(1)
101.PRE(1)
104

Deed of Variation to agreement among the Northern Territory of Australia, Vista Gold Australia Pty. Ltd. and
Vista Gold Corp., dated April 26, 2017
Deed of Variation to agreement among the Northern Territory of Australia, Vista Gold Australia Pty. Ltd. and
Vista Gold Corp., previously filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on May 26,
2023 and incorporated herein by reference (File No. 1-09025)
Independent Contractor Services Agreement effective January 1, 2024, by and between John W. Rozelle and
Vista Gold Corp. previously filed as Exhibit 10.1 to the Company’s Form 8-K dated January 16, 2024 and
incorporated herein by reference (File No. 1-09025)
Royalty Agreement dated December 13, 2023, between Vista Gold Australia Pty. Ltd. and Wheaton Precious
Metals (Cayman) Co., previously filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on
December 15, 2023 and incorporated herein by reference (File No. 1-09025)
General Security Deed, by and between Vista Gold Australia Pty. Ltd. and Wheaton Precious Metals
(Cayman) Co., previously filed as Exhibit 10.1 to the Company’s Form 8-K dated February 27, 2024 and
incorporated herein by reference (File No. 1-09025)

Vista Gold Corp. Insider Trading Policy
Subsidiaries of the Company
Consent of Plante & Moran, PLLC, Denver, Independent Registered Public Accounting Firm
Consent of Davidson & Company LLP, Vancouver, Canada, Chartered Professional Accountants
Consent of Tetra Tech, Inc.
Consent of Maurie Marks
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
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of
1934, as amended
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
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
Technical Report Summary for the Mt Todd Gold Project
Vista Gold Corp. Incentive Compensation Recovery Policy
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.
Inline XBRL Taxonomy Extension – Schema
Inline XBRL Taxonomy Extension – Calculations
Inline XBRL Taxonomy Extension – Definitions
Inline XBRL Taxonomy Extension – Labels
Inline XBRL Taxonomy Extension – Presentations
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

Table of Contents

* 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, 2023 and 2022, (ii) Consolidated Balance Sheets at December 31, 2023 and 2022, (iii) Consolidated
Statements of Cash Flows for the years ended December 31, 2023 and 2022, and (iv) Notes to Consolidated
Financial Statements.

ITEM 16. FORM 10-K SUMMARY

None.

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: March 14, 2024

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: March 14, 2024

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

Frederick H. Earnest
*

John M. Clark
*

Deborah J. Friedman

Capacity

Date

Director

March 14, 2024

Director

March 14, 2024

Director

March 14, 2024

Table of Contents

Tracy A. Stevenson
*

Michel Sylvestre
* By: /s/ Frederick H. Earnest

Frederick H. Earnest, Attorney-in-Fact
Pursuant to Power of Attorney filed as Exhibit 24 herewith.

Director

March 14, 2024

Director

March 14, 2024