What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-02-23 compared with 2022-02-24 · 110 added, 100 removed, 232 unchanged (48% of the section changed)

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With the approval of the Mining Management Plan (“MMP”) in June 2021, all major operating and environmental permits for Mt Todd have been received.

Mt Todd is the largest undeveloped gold project in Australia.

Vista recently completed the Mt Todd Feasibility Study (“2022 FS”), which is highlighted by:

● Estimated proven and probable mineral reserves of 6.98 Moz of gold (280 Mt at 0.77 g Au/t) using a gold price of $1,125 for the reserve estimate and a cut-off grade of 0.35 g Au/t (1)(2) ;

● Average annual production of 395,000 ounces of gold over a 16-year mine life;

● Life of Mine average cash costs of $817 per ounce;

● Initial capital requirements of $892 million, which assume an owner-operated mining fleet, power generated on-site by a third-party, and a locally based employee workforce;

Mt Todd is one of the largest and most advanced undeveloped gold projects in Australia.

In 2022, Vista completed a feasibility study for Mt Todd (“Mt Todd FS”), retained CIBC Capital Markets as a strategic advisor to support the Company’s strategic outreach process for Mt Todd, concluded a drilling program to demonstrate district-scale resource growth potential, and significantly reduced costs.

These accomplishments advanced Mt Todd’s reserve size, resource growth potential, economic returns, and overall attractiveness as a large, development ready gold project.

The Mt Todd FS demonstrates the potential of a large-scale gold project at Mt Todd.

Highlights include:

● estimated proven and probable mineral reserves increased by 19% to 6.98 million ounces of gold (280 Mt at 0.77 g Au/t) using a gold price of $1,125 for the reserve estimate and a cut-off grade of 0.35 g Au/t (1)(2) ;

● average annual production of 395,000 ounces of gold over a 16-year mine life at an average cash cost of $817 per ounce;

● high capital efficiency, with initial capital requirements of $892 million, or $141 per payable ounce of gold;

● after-tax NPV 5% of $999.5 million and internal rate of return (“IRR”) of 20.6% at a gold price of $1,600 per ounce;

● After-tax NPV 5% of $1,458 million and IRR of 26.7% at a price of $1,800 per ounce of gold.

● after-tax NPV 5% of $1.7 billion and IRR of 29.4% at a price of $1,900 per ounce of gold.

(1) Note to investors:

Proven and probable mineral reserves are estimated in accordance with S-K 1300 and CIM Definition Standards.

Proven and probable mineral reserves are estimated in accordance with S-K 1300 (as defined below) and CIM Definition Standards (as defined below).

(2) See “Item 2.

Properties – Mt Todd Gold Project, Northern Territory, Australia – Mineral Resources and Mineral Reserve Estimates” in this annual report on Form 10-K for additional information.

The Mt Todd FS included reserve estimates pursuant to subpart 1300 of Regulations S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Canadian Institute of Mining Metallurgy and Petroleum Definition Standards for Mineral Resources and Mineral Reserves (“CIM Definition Standards”) based on mine plans developed using a gold price in line with the current market conditions at the time of the study.

The Mt Todd FS addressed recommendations from the 2019 pre-feasibility study, included minor updates of the Project design to be consistent with the MMP, and reflected the completion of engineering and detailed costing in all areas of the Project.

We have invested over $110 million to systematically explore, evaluate, engineer, permit and de-risk Mt Todd since we acquired it in 2006.

In recent years, we have completed a number of optimization studies, which have been incorporated into the 2022 FS.

In recent years, we completed a number of optimization studies, which were incorporated into the Mt Todd FS.

This work has added substantial value to the Project and positions Mt Todd for near-term development.

We believe the results will appeal to potential partners, investors and lenders and allow us to evaluate a range of development alternatives as we continue to focus on maximizing shareholder value in a cost-effective manner.

The 2022 FS includes reserve estimates pursuant to subpart 1300 of Regulations S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and CIM Definition Standards based on mine plans developed using a gold price in line with current market conditions.

The 2022 FS addresses recommendations from the 2019 pre-feasibility study and includes minor updates of the Project design to be consistent with the MMP, engineering and detailed costing in all areas of the Project.

The 2022 FS highlights a 19% increase in gold reserves from 5.85 million ounces to 6.98 million ounces, supporting an operation with average annual production of 479,000 ounces of gold during the first seven years of commercial operations

and a low operating cost profile that delivers significant cashflows over a 16-year mine life.

The 2022 FS reflects the inflationary pressures being faced currently by all operators in the mining industry.

While management believes this inflationary trend is transitory, the resilience of Mt Todd is demonstrated by the project economics reflected in the 2022 FS.

Mt Todd’s attributes, together with Vista’s deep understanding of the various project components create optionality in the approach to its development.

For example, the Company decision to have a third-party build, own, and operate the power plant has resulted in capital cost savings and eliminated certain construction and operating risks while retaining attractive operating costs.

We believe this work has added substantially to the value of the Project, which reflects a $1.5 billion net present value (NPV 5% ) at the recent gold price of $1,800 per ounce and a 0.71 AUD:USD exchange rate and demonstrates near-term development potential.

See the “Item 2.

Properties – Gold Price and Foreign Exchange Sensitivity Table” below.

Resources and reserves growth potential at Mt Todd includes a number of opportunities.

There is potential to convert additional known mineral resources to mineral reserves, and both the Batman and Quigleys deposits remain open.

Recent drilling demonstrates the continuity of mineralization between these two deposits, and Vista controls 1,650 sq.

km of exploration licenses at the southeast end of the Pine Creek Mining District.

In addition to the technical advancements of the Project, with the recent approval of the MMP, Vista now has all major operating and environmental permits for the development of Mt Todd.

The strategic process with CIBC Capital Markets, which is ongoing and remains a top priority, continues to generate interest and positive feedback on the technical merits of Mt Todd.

The Company believes that there are indications that market conditions are improving, but interested parties continue to maintain a cautious approach to new, large-scale development projects.

To address this, the Company is evaluating a smaller scale project with significantly lower initial capital costs while maintaining operating costs similar to those in the Mt Todd FS, with potential for subsequent throughput expansion or mine-life extension.

We expect to be able to demonstrate this alternate development strategy early in 2023 and believe this should attract the interest of new potential partners and those who have previously expressed interest in different development strategies.

In 2022, the Company completed an exploration drilling program within a 5.4 km trend extending immediately north from the Batman pit.

The Company believes that the results from this program and historical sources demonstrate excellent resource growth potential, including delineation of four highly prospective exploration targets.

The Company views these targets as positive indicators of future resource growth potential to interested parties, and believes these targets represent the closest and most immediate opportunity for growth with the appropriate investment in additional drilling.

Vista has no immediate plans to complete additional drilling but continues to advance exploration on the exploration licenses, which cover 1,650 km 2 .

We significantly reduced our 2022 recurring costs, which were approximately 15% below plan.

Reducing costs and maximizing cost effectiveness are also high priorities for 2023.

We have already taken steps to further reduce recurring costs by approximately 7% during 2023 and continue to evaluate and implement opportunities for additional cost reductions.

In addition to the technical advancements of the Project in 2022, Vista has all major operating and environmental permits for the development of Mt Todd.

We have invested significant resources in water treatment and management, environmental, and social programs.

We believe this has benefited our relationships with the traditional landowners, local communities, and NT Government, creating a strong social license.

Vista has successfully monetized a number of non-core assets to support continuing operations in a non-dilutive manner.

This includes cash proceeds to the Company totaling $14,090 during 2020, 2021 and January 2022.

The Company continues to focus on monetizing a royalty interest in a U.S.

exploration-stage project and used mill equipment.

We believe this has benefited our relationships with the traditional landowners, local communities, and Northern Territory, Australia (the “NT Government”), creating a strong social license.

Vista was originally incorporated on November 28, 1983 under the name “Granges Exploration Ltd.” It amalgamated with Pecos Resources Ltd.

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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 and others is a high priority in the way we manage our business.

Oversight is provided by the Company’s Board of Directors through the Health, Safety, Environment and Social Responsibility

Oversight is provided by the Company’s board of directors (the “Board of Directors”) through the Health, Safety, Environment and Social Responsibility Committee.

Management utilizes the principles set out in our Health & Safety Policy to administer health and safety programs.

Employees and others entering our workplaces are provided with relevant orientation and required to adhere to established site protocols.

In addition to recurring health and safety considerations, we follow COVID-19 mitigation measures recommended by government and health agencies in the jurisdictions where we operate.

Employees and others entering our workplaces are provided with and required to use personal protective equipment appropriate for their duties.

Each employee and visitor to our workplaces receives relevant orientation and is required to adhere to our established site health and safety protocols.

In addition to recurring health and safety considerations, we comply with relevant policy and regulation recommended by government and health agencies in the jurisdictions where we operate.

Our compensation programs also include consideration of health and safety performance in determining incentive awards.

Vista’s priority to maintain a culture of ethical performance as a core value is reflected in the Company’s Code of Business Conduct and Ethics and other related policies.

Oversight is provided by the Company’s Board of Directors and, for specific areas of performance, by committees of the Board of Directors.

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.

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Environmental, Social, and Governance Responsibility

Vista is committed to implementing and continuing to develop 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.

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”), to strive towards an environmentally sound and socially responsible development plan.

In particular, through our planning for development of Mt Todd, we have worked closely with governmental entities in the NT and local groups, including the Jawoyn Association Aboriginal Corporation (the “Jawoyn Association”), to strive towards an environmentally sound and socially responsible development plan.

Segment Information

We have one reportable segment, consisting of evaluation, acquisition and exploration activities which are focused principally in Australia.

We evaluate, acquire, explore and advance gold exploration and potential development projects, which may lead to gold production or value adding strategic transactions such as earn-in right agreements, option agreements, leases to third parties, joint venture arrangements, or outright sales of assets.

We have one reportable segment, consisting of acquisition, exploration and evaluation activities which are focused on Australia.

We acquire, explore, evaluate and advance gold exploration and potential development projects, which may lead to gold production or value adding strategic transactions such as earn-in right agreements, option agreements, leases to third parties, joint venture arrangements, or outright sales of assets.

We reported no mining operating revenues during the years ended December 31, 2022 and 2021.

Geographic location of mineral properties and plant and equipment is provided in Notes 4 – Mineral Properties and 5 – Plant and Equipment to our Consolidated Financial Statements under the section heading “Item 8.

Geographic location of mineral properties and plant and equipment is provided in Note 4 – Mineral Properties and Note 5 – Plant and Equipment to our Consolidated Financial Statements under the section heading “Item 8.

Financial Statements and Supplementary Data” below.

The Mt Todd site was not reclaimed by the predecessor owners when the mine closed in 2000.

Liability for the reclamation of the environmental conditions existing prior to the 2006 commencement of Vista’s involvement with the Project is presently the responsibility of the NT Government.

After it provides notice to the NT Government that it intends to proceed with development, the Company will then assume these historical rehabilitation liabilities currently estimated by the NT Government at approximately A$73 million.

Vista does not expect to give such notice until a project development decision has been made, major project permits are confirmed to be in alignment with the final development plan, and project financing is arranged.

We generally will be required to mitigate long-term environmental impacts, including any of those existing prior to 2006 that are not otherwise mitigated during the mine life, by stabilizing, contouring, re-sloping and re-vegetating various portions of the Project after mining and mineral processing operations are completed.

Reclamation programs will be conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies.

Additionally, Vista maintains a $240 provision for potential reclamation costs attributable to certain mining claims previously held by the Company should no other viable potentially responsible parties be identified.

Reclamation obligations associated with this period and prior to Vista’s acquisition in 2006 are presently the responsibility of the NT Government.

After we provide notice to the NT Government that we intend to proceed with development, the Company will then assume these historical rehabilitation liabilities, currently stated by the NT Government at A$73 million.

As a result, we will be required to mitigate long-term environmental impacts, including any of those existing prior to 2006, that are not otherwise mitigated during the mine life, by stabilizing, contouring, re-sloping and re-vegetating various portions of the Project after mining and mineral processing operations are completed.

Reclamation programs will be conducted in accordance with detailed plans, which will be finalized and reviewed by the appropriate regulatory agencies at the time of the execution of the programs.

Government Regulation

Our exploration and development activities and other property interests are subject to various national, state, provincial and local laws and regulations in Australia and other jurisdictions, which govern prospecting, development, mining, 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 and have pending applications for other minor licenses, permits or other authorizations currently required to conduct our exploration, development, and other programs.

We believe we 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.

Our exploration and development activities and other property interests are subject to various national, state, territorial, provincial, and local laws and regulations in Australia and other jurisdictions, which govern prospecting, development, mining, mine safety, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, the use and disposal of hazardous substances, and other matters.

We have obtained all major authorizations for Mt Todd and have pending applications for other minor licenses, permits or other authorizations currently required to conduct our exploration, development, and other programs.

We believe we comply in all material respects with applicable mining, health, safety and environmental statutes and regulations in all of the jurisdictions in which we operate.

Australian Laws

Mineral projects in the NT are subject to Australian federal and NT laws and regulations regarding environmental matters and the use and disposal of hazardous wastes and materials.

As with all mining projects, Mt Todd is expected to have a variety of environmental impacts should development proceed.

As with all mining projects, development and operation of Mt Todd is expected to have a variety of environmental impacts.

In Australia, environmental legislation plays a significant role in the mining industry.

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In September 2014, the environmental impact statement (“EIS”) for Mt Todd was approved.

The Environmental Protection Agency of the Northern Territory Government (“NTEPA”) advised that it had assessed the environmental impacts of the proposed gold mine at Mt Todd and authorized the Company to proceed with development, subject to a number of recommendations as outlined in the assessment report (the “Assessment Report”).

The 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.

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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 Mt Todd MMP was approved by the Northern Territory Department of Industry, Tourism and Trade (“DITT”) in June 2021 and will be amended to align with the larger-scale design in the 2022 FS.

The MMP was approved by the Northern Territory Department of Industry, Tourism and Trade (“DITT”) in June 2021 and is currently being amended to align with the larger-scale design in the Mt Todd FS.

The changes to the waste rock dump design have been referred to the NT EPA as required under the Environmental Protection Act 2019 for its consideration.

Environmental Regulation

Mt Todd is subject to various federal, territorial, and local laws and regulations governing protection of the environment.

These laws are continually changing and, in general, are becoming more restrictive.

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.

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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, and attracting and retaining qualified personnel.

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 and foreign currencies, changes in global gold supply and demand, and political and economic conditions.

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:

dollars per troy ounce of gold over the past five years and during 2023 through February 14, 2023:

2023 (to February 14, 2023)

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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 Section 13(a) or 15(d) of the U.S.

Securities Exchange Act of 1934.

Our website and the information contained therein or connected thereto are not intended to be, and are not, incorporated into this annual report on Form 10-K.

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Ounces (troy) per ton (short)

“ acid rock drainage ” results from the interaction of meteoric water with oxidizing sulfide minerals.

Glos sary of Selected Mining Terms

“ 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.

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The confidence level of a feasibility study is higher than that of a preliminary feasibility study.

“ foliation ” means planar arrangement of structural or textural features in any rock type.

“ g Au/t ” means grams of gold per tonne.

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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.

“ intrusives ” refers to igneous rocks that crystallize below the earth’s surface.

“ 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, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit.

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.

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“ 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.

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.

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“ 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 ” as defined under S-K 1300 is an individual who is:

“ 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;

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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.

a professional association is a self-regulatory organization of engineers, geoscientists or both that, among other criteria, requires compliance with the professional standards of competence and ethics established by the organization and has disciplinary powers over its members.

“ recovery ” means that portion of the metal contained in the ore that is successfully extracted by processing and is expressed as a percentage.

“ sampling ” means selecting a fractional, but representative, part of a mineral deposit for analysis.

“ scats ” means material in a ball mill or semi autogenous grinding mill (“SAG Mill”) that has become rounded and no longer susceptible to additional size reduction.

This material is commonly rejected from the grinding circuit for additional crushing because it contributes to higher energy consumption within the mill.

“ 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.

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Both ore and waste may contain sulfide minerals.

“ tailings ” means material rejected from a mill after most of the valuable minerals have been extracted.

“ tpd ” means tonnes per day.

“ tuffs ” are a type of rock consisting of consolidated volcanic ash ejected from vents during a volcanic eruption.

“ vein ” means a fissure, fault or crack in a rock filled by minerals that have traveled upwards from some deep source.

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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.

reporting requirements are governed by S-K 1300.

Canadian reporting requirements for disclosure of mineral properties are governed by NI 43-101.

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 SEC, we disclose proven and probable reserves and measured, indicated and inferred resources, each as defined in S-K 1300 and NI 43-101.

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, and 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.

The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources, and therefore it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category.

Therefore, investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.

The estimation of measured resources and indicated resources involve greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves;

therefore, investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into S-K 1300-compliant or NI 43-101-compliant reserves.

Estimations of inferred resources involve far greater uncertainty as to their existence and economic viability than the estimations of other categories of resources;

therefore, it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category.

Investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.

Note Regarding Forward-Looking Statement s

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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:

● our belief that the 2022 FS has added substantial value to the Mt Todd gold project (“Mt Todd” or the “Project”) and positions the Project for near-term development;

● our continued focus on improving the economic potential of the Project and increasing shareholder value in a cost-effective manner;

● our belief that the Mt Todd FS has added substantial value to the Project and positions the Project for near-term development;

● our belief that our investments to systematically explore, evaluate, engineer, permit and de-risk the Project have added to the underlying value of the Project and demonstrate strong development potential;

● our plans and available funding to continue to identify and study potential Mt Todd optimizations, project improvements and efficiencies;

● the results of the 2022 FS and its related estimates and projections, including projected free cash flow, future exchange rates and commodity prices;

● our belief that the results of the 2022 FS will appeal to potential partners, investors, and lenders and allow us to pursue a range of development alternatives as we continue to focus on maximizing shareholder value;

● the feasibility of Mt Todd and the timing, performance and results of the 2022 FS;

● our expectation that completion of a smaller scale project study is expected in the first quarter of 2023;

● the results of the Mt Todd FS and its related estimates and projections, including projected free cash flow, future exchange rates and commodity prices;

● our belief that there are indications that market conditions are improving;

● our expectation to be able to demonstrate an attractive alternate development strategy early in 2023;

● our belief that the results from our exploration drilling program and historical sources demonstrate excellent resource growth potential;

● our belief that an alternate development strategy will attract the interest of new potential partners and those who have previously expressed interest in different development strategies;

● our belief that certain exploration targets represent the closest and most immediate opportunity for growth with the appropriate investment in additional drilling;

● the feasibility of Mt Todd and the results of the Mt Todd FS;

● our belief that fine grinding will improve gold recoveries and favorably impact project economics;

● estimates of future operating and financial performance;

● future drilling plans;

● future exploration plans;

● our expectation of Mt Todd’s impact, including environmental and economic impacts;

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● the potential that development projects may lead to gold production or value-adding strategic transactions;

● management belief that the inflationary trend is transitory, and that the resilience of Mt Todd is demonstrated by the project economics reflected in the 2022 FS;

● our belief that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and regulations in all of the jurisdictions in which we operate and that our operations are conducted in material compliance with applicable laws and regulations;

● our belief that our investment of significant resources in water treatment and management, environmental, and social programs has benefited our relationships with the traditional landowners, local communities, and NT Government, creating a strong social license;

● our expectation that a community-based project would produce lower operating costs compared to contract mining and that a portion of the skilled workforce should be able to be sourced locally;

● our expectation that the remaining permitting processes are relatively straight-forward and are not expected to impede, to a material extent, our exploration and future development plans;

● our estimates with respect to historical mine production at Mt Todd;

● our expectation that plus 5/8” HPGR (as defined below) 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 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;

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Business and Industry

● our expectation that existing working capital as of December 31, 2021, together with other potential future sources of non-dilutive financing, will be sufficient to fully fund our currently planned corporate expenses, Project holding costs and discretionary programs for at least 12 months;

● Our expectation that existing working capital as of December 31, 2022, together with other potential future sources of non-dilutive financing, will be sufficient to fully fund our currently planned corporate expenses, Project holding costs and discretionary programs for at least one year from the date of issuance of this annual report on Form 10-K;

● 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 on a U.S.

exploration-stage project and our used mill equipment which is for sale;

● the potential monetization of our non-core assets, including a royalty interest in the U.S.

and our used mill equipment which is for sale;

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

● our expectation that the Company will continue to incur losses and will not pay dividends for the foreseeable future;

● our potential entry into agreements to find, lease, purchase, option or sell mineral interests;

● our belief that the current market value of the Common Shares does not reflect the fair value of the Company’s assets;

● our belief that we maintain reasonable amounts of insurance;

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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;

● the efficacy of the measures we have implemented to mitigate the risks of COVID and the detrimental effects it may have on our operations;

● the potential that future expenditures may be required for compliance with various laws and regulations governing the protection of the environment.

Forward-looking statements and forward-looking information have been based upon our current business and operating plans, as approved by the Company’s Board of Directors (the “Board”);

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;

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timing and reliability of sampling and assay data;

anticipated political and social conditions;

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;

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

● mineral resources and reserves estimates, the accuracy of such estimates and the accuracy of sampling and subsequent assays and geologic interpretations 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 authorizations and permits for Mt Todd, including its development plans and operating activities;

● 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;

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● whether our acquisition, exploration and development activities, as well as the realization of the market value of our assets, will be commercially successful and whether any transactions we enter into will maximize the realization of the market value of our assets;

● the success of future joint ventures, partnerships and other arrangements relating to our properties;

● perception of potential environmental impact of Mt Todd;

● 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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● fluctuations in the price of gold;

● inflation and cost escalation;

● lack of adequate insurance to cover potential liabilities;

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● 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;

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● the potential acquisition of a control position in the Company for less than fair value as a result of industry consolidation or otherwise;

● lack of success in our efforts to find an acceptable partner, external financing or other acceptable alternatives to move forward with development of Mt.

● 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;

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● tax initiatives on domestic and international levels;

● potential changes in regulations of taxation initiatives;

● fluctuation in foreign currency values;

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federal tax purposes;

● delays, potential losses and inability to maintain sufficient working capital due to business interruptions or global economic slowdowns caused by the COVID-19 pandemic;

● cybersecurity breaches that threaten or disrupt our information technology systems;

● anti-bribery and anti-corruption laws;

● direct and indirect consequences of the COVID-19 pandemic;

● 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.

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● a shortage of skilled labor, equipment and supplies;

● the accuracy of calculations of mineral reserves and mineral resources and fluctuations therein based on metal prices, estimated costs, and inherent vulnerability of the ore and recoverability of metal in the mining process;

● changes in environmental regulations to which our exploration and development operations are subject;

● changes in climate change regulations could result in increased operating costs.

● the accuracy of calculations of mineral reserves and mineral resources and mineralized material and fluctuations therein based on metal prices, estimated costs, and inherent vulnerability of the ore and recoverability of metal in the mining process;

● changes in environmental regulations to which our exploration and development operations are subject could result in increased operating costs or our ability to operate at all;

● 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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business