What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2023-02-23 compared with 2022-02-24 · 112 added, 129 removed, 170 unchanged (59% of the section changed)

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Risk Factors” above and elsewhere in this annual report on Form 10-K.

See section heading “Note Regarding Forward-Looking Statements” above.

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.

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Rozelle, Senior Vice President of Vista.

Rozelle is a qualified person as defined by subpart 1300 of Regulation S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended and Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects .

Rozelle is a qualified person as defined by subpart 1300 of Regulation S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

Vista Gold Corp.

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We do not currently generate cash flows from mining operations.

The Company’s flagship asset is its 100% owned Mt Todd gold project (“Mt Todd” or the “Project”) in Northern Territory, Australia.

Mt Todd is the largest undeveloped gold project in Australia.

The Company’s flagship asset is its 100% owned Mt Todd gold project (“Mt Todd” or the “Project”) in Northern Territory, Australia (“NT”).

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

Since acquiring Mt Todd in 2006, we have invested substantial financial resources to systematically explore, evaluate, engineer, permit and de-risk the Project.

In February 2022, we completed a feasibility study in respect of Mt Todd (the “2022 FS”).

We believe this work has added substantial value to the Project and positions the Project for near-term development.

The 2022 FS highlights a 19% increase in gold reserves from 5.85 million ounces, as reported in the Company’s amended 2019 pre-feasibility study, 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 cash flows over a 16-year mine life.

See “Mineral Resources and Mineral Reserve Estimates” below for additional information.

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

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

Mt Todd’s economic returns benefit from the increase in the gold reserve estimate, favorable results of the power plant trade-off study and slightly lower energy costs in the NT.

The increase in estimated gold reserves resulted from increasing the gold price used in the reserve estimate from $1,000 to $1,125 and changing the cut-off grade from 0.40 g Au/t to 0.35 g Au/t.

Our decision to use a third-party power provider resulted in important positive impacts to our capital costs and insulates the Project from certain construction and operating risks while maintaining what we believe to be attractive

operating costs.

While our operating costs have increased as a result of higher labor, reagent, grinding media and over-the-fence power costs, our core energy costs yield some offsetting savings.

Management believes the results of the 2022 FS will appeal to potential partners, investors and lenders and allow the Company to evaluate a range of development alternatives as we continue to focus on maximizing shareholder value.

The Company continues to focus on monetizing non-core assets as a non-dilutive source of funding.

Vista realized $2,500 in January 2022 in exchange for cancelling its remaining royalty interests in Awak Mas.

The Company also owns a royalty interest in a U.S.

exploration-stage project and used mill equipment that is being marketed by a third-party mining equipment dealer.

COVID-19 Pandemic Update

Vista’s response to the COVID-19 pandemic has been to ensure the health and safety of its employees and other stakeholders.

We continue to follow mitigation measures recommended by government and health agencies in the jurisdictions where we operate.

Australia has recently lifted restrictions on international travel to and from the country for fully vaccinated individuals.

Vista has incurred costs while certain corporate objectives, including efforts to seek a strategic development partner or other form of transaction, were extended due to previous travel restrictions.

These and other conditions may ultimately have a material adverse impact on the Company’s financial condition and results of operations.

See “Liquidity and Capital Resources” and “Risk Factors” for additional information.

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 $1.7 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 (as defined below).

(2) See “Item 2.

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

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

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

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

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

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

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

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

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

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

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

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

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

Vista has no immediate plans to complete additional drilling but continues to advance exploration on the exploration licenses, which cover 1,650 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 Northern Territory, Australia, creating a strong social license.

Mineral Resources and Mineral Reserves Estimates

The table below presents the estimated mineral resources for the Project.

The effective date of the resource estimates is December 31, 2021.

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 Mineral Resources

Mt Todd Gold Project – Summary of Gold Mineral Resources based on US$1,300/oz Gold

Batman Deposit

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Measured & Indicated

● Measured & indicated resources include proven and probable reserves.

● Measured & indicated resources exclude proven and probable reserves.

● The Point of Reference for the Batman and Quigleys deposits is in situ at the property.

The Point of Reference for the Heap Leach is the physical Heap Leach pad at the property.

● Batman and Quigleys resources are quoted at a 0.40g-Au/t cut-off grade.

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Differences between Batman and Quigleys mining and metallurgical parameters are due to their individual geologic and engineering characteristics.

● Rex Bryan of Tetra Tech is the QP responsible for the Statement of Mineral Resources for the Batman, Heap Leach Pad and Quigleys deposits.

● 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 Whittle TM pit shell for the Batman Deposit.

● The effective date of the Heap Leach, Batman and Quigleys resource estimate is December 31, 2021.

● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resources estimates under the requirements of SK-1300 is December 31, 2022.

There have been no changes in the mineral resource estimates since December 31, 2021 because upon review the Company and the relevant qualified persons determined that the same material assumptions and estimates, including all economic parameters for resource estimation purposes, continued to apply as of December 31, 2022.

● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resource estimates under the requirements of NI 43-101 is December 31, 2021.

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

Mt Todd Gold Project Mineral Reserves – 50,000 tpd, 0.35 g Au/t cut-off and $1,125 per ounce pit design

There was no change in resource estimates as of December 31, 2022 compared to December 31, 2021 as the same material assumptions and criteria were determined to continue to apply to the resource estimates and there was no conversion of resources into reserves in the fiscal year ending December 31, 2022.

Mt Todd Gold Project – Summary of Gold Mineral Reserves based on 50,000 tpd, 0.35 g Au/t cut-off and $1,125 per Ounce Pit Design

Batman Deposit

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● The reserves point of reference is the point where material is fed into the mill.

● The effective date of the mineral reserve estimates is December 31, 2021.

● The effective date of the mineral reserve estimates under the requirements of S-K 1300 is December 31, 2022.

There have been no changes in the mineral reserve estimates since December 31, 2021 because the Company and the relevant qualified persons determined that the same material assumptions and criteria continued to apply as of December 31, 2022, including that the Company used a cutoff grade higher than the economic cutoff grade such that any intervening changes in the underlying economic assumptions were not material and did not require use of a cutoff grade greater than 0.35 g Au/t for mineral reserve estimation purposes.

● The effective date of the mineral reserve estimates under the requirements of NI 43-101 is December 31, 2021.

There was no change in reserve estimates as of December 31, 2022 compared to December 31, 2021 as the same material assumptions and criteria were determined to continue to apply to the reserve estimates and there was no depletion of reserves in the fiscal year ending December 31, 2022 as the Mt.

Todd Gold Project is in the development stage

Cautionary note to investors:

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Consolidated net loss for the year ended December 31, 2022 was $4,931, or $0.04 per common share in the capital of Vista (each, a “Common Share”) on both a basic and diluted basis.

Consolidated net income for the year ended December 31, 2020 was $420, or $0.00 per Common Share on both a basic and diluted basis.

Consolidated net loss for the year ended December 31, 2021 was $15,237, or $0.14 per Common Share on both a basic and diluted basis.

The principal components of our 2022 net loss and the year-over-year changes are discussed below.

The Company had cash and short-term investments totaling $13,141, working capital of $12,164, and no debt as of December 31, 2021.

The Company had cash of $8,110, working capital of $7,714, and no debt as of December 31, 2022.

Gain on Disposal of Mineral Property Interests, Net

In January 2022, the Company received $2,500 to cancel the remaining 1% net smelter return royalty at the Awak Mas project in Indonesia.

Including recognition of the associated deferred option gain, the Company recognized a gain of $2,883 upon receipt of the payment.

In January and June 2021, the Company received a total of $2,100 for cancellation of its royalty interests and back-in right in the Guadalupe de los Reyes gold and silver project in Sinaloa, Mexico (“Los Reyes”).

The January 2021 payment of $1,100 was initially recorded as deferred option gain, with the full $2,100 being recognized as a gain upon receipt of the second payment of $1,000 in June 2021.

The gain on disposal of mineral property interests was $6,108 for the year ended December 31, 2020.

This gain resulted from two transactions.

In May 2020, we recognized $2,568 for the partial cancelation of a net smelter return royalty (“NSR”) on gold ounces produced at the Awak Mas project.

Then in July 2020, the Company recognized a gain of $3,540 upon receipt of the final $1,500 Los Reyes option payment and transferred control of the project to Prime Mining Corporation.

Exploration, Property Evaluation and Holding Costs

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For the years ended December 31, 2022 and 2021, our fixed exploration, property evaluation and holding costs totaled $3,095 and $3,855, respectively.

These costs included expenditures necessary to ensure that we preserve our property rights and meet our safety, regulatory and environmental responsibilities.

The principal components of the increase in 2021 included greater direct involvement by corporate personnel on specific Mt Todd activities and higher personnel costs.

These costs included expenditures necessary to preserve our property rights and meet our safety, regulatory and environmental responsibilities.

The principal components of the decrease in 2022 included lower personnel costs and reduced power consumption due to minimal water pumping.

Expenses incurred for 2022 Mt Todd discretionary programs totaled $1,427.

Such discretionary programs include $2,232 for preparing the 2022 FS and $1,702 for exploration drilling, plus additional staffing expenses to support drilling and other activities.

Expenses for 2020 discretionary programs totaled $1,279.

These programs included geotechnical and exploration drilling, activities to support the government’s review of Vista’s operational MMP, modification of our agreement with the Jawoyn Association Aboriginal Corporation (the “Jawoyn”) and the strategic initiative to secure a development partner for Mt Todd.

The discretionary programs include $489 for completing the Mt Todd FS and $413 for exploration drilling, plus additional staffing expenses to support drilling and other activities.

Expenses incurred for 2021 Mt Todd discretionary programs totaled $4,087.

The discretionary programs include $2,232 for preparing the Mt Todd FS and $1,702 for exploration drilling, plus additional staffing expenses to support drilling and other activities.

Included in the 2022 and 2021 exploration, property evaluation and holding costs were non-cash stock-based compensation of $262 and $354, respectively.

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The 2022 and 2021 corporate administration costs included non-cash stock-based compensation of $517 and $533, respectively.

Costs were generally higher during 2021 due to higher insurance and personnel expenses, partially offset by lower legal and compliance costs.

Costs were generally lower during 2022 due to lower personnel and investor relations expenses, partially offset by higher legal and travel costs.

2021 Write-down of Plant and Equipment

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Non-Operating Income and Expenses

Gain on Other Investments

Gain on other investments was $46 and $2,405 for the years ended December 31, 2021 and 2020, respectively.

On September 22, 2021, the shareholders of Nusantara Resources Limited (“Nusantara Resources”) approved a scheme of arrangement whereby PT Indika Mineral Investindo offered to acquire all issued shares of Nusantara Resources for A$0.35 per share.

The transaction closed in October 2021, resulting in Vista receiving $339 upon tendering its Nusantara Resources shares and recording a gain of $46.

The Company sold all of its remaining 6,882,115 shares of Midas Gold Corp.

and received net proceeds of $5,788 during the year ended December 31, 2020, which made up a majority of the gain in 2020.

Other Income was $409 and $50 for the years ended December 31, 2022 and 2021, respectively.

In 2022, the Company reviewed and reversed a previously accrued amount of $240 for contingent reclamation costs because the associated costs were neither probable nor could be reasonably estimated.

The Company also received cash of $196 in May 2022 as a value-added tax recovery from the previous sale of a non-core asset.

Financial Position, Liquidity and Capital Resources

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Net cash used in operating activities was $7,413 and $10,620 for the years ended December 31, 2022 and 2021, respectively.

The increase in net cash used in operating activities resulted from higher cash expenditures for exploration and property evaluation, including continuation of exploration drilling throughout 2021, and expenses associated with the 2022 FS.

The decrease in operating cash outflows in 2022 largely resulted from lower spending for drilling, partially offset by higher payments for the feasibility study.

Investing Activities

Net cash provided by investing activities of $2,879 for the year ended December 31, 2022 resulted primarily from the $2,500 final payment for the Awak Mas royalty cancellation and receipt of $384 upon maturity of short-term investments.

Net cash provided by investing activities of $2,631 for the year ended December 31, 2021 resulted primarily from receipt of $2,100 under the Los Reyes agreement, $339 from the sale of Nusantara Resources shares, and $315 for payments related to Awak Mas, offset by fixed asset purchases of $139.

Net cash provided by investing activities of $11,628 for the year ended December 31, 2020 resulted primarily from $5,788 received from the sale of our Midas Gold Corp.

shares, $3,048 received for both the partial cancellation of the Awak Mas royalty and the receipt of the final Los Reyes option payment, and $2,860 of net redemptions of short-term investments comprised of U.S.

Government Treasury bills and notes.

Financing Activities

Net cash of $12,984 for the year ended December 31, 2021 was provided by net proceeds of $12,323 from the Company’s July 2021 public offering (“2021 Offering”) (described below) and $1,062, which included $191 relating to sales in 2020 that settled for cash in January 2021, under the ATM Program (defined below), partially offset by payments of $401 for employee withholding tax obligations in lieu of issuing Common Shares.

Net cash of $1,681 for the year ended December 31, 2020 was provided mainly from net proceeds from equity financing of $1,768, which was received upon issuance of Common Shares under our ATM Program, partially offset by payments of $124 for employee withholding tax obligations in lieu of issuing Common Shares

Net cash of $113 for the year ended December 31, 2022 was used in financing activities by payments of $357 for employee withholding tax obligations in lieu of issuing Common Shares, partially offset by net proceeds of $244 under the ATM Program (as defined below).

Net cash of $12,984 for the year ended December 31, 2021 was provided by net proceeds of $12,323 from the Company’s July 2021 public offering (“2021 Offering”) (as described below) and $1,062 under the ATM Program (which included $191 relating to sales in 2020 that settled for cash in January 2021), partially offset by payments of $401 for employee withholding tax obligations in lieu of issuing Common Shares.

Liquidity and Capital Resources

Cash, cash equivalents and short-term investments totaled $13,141 at December 31, 2021 compared to $8,162 at December 31, 2020.

The net increase of $4,979 during 2021 reflects net proceeds of $12,323 from the 2021 Offering, $2,100 for cancellation of the royalty interests and back-in right in Los Reyes, $1,062 raised under the ATM Program, $339 of proceeds from sale of the Nusantara Resources shares and $315 for payments to Vista related to Awak Mas.

These cash inflows were offset by expenditures of $11,160.

For additional details see the “Results from Operations” section above and the preceding discussions in this section of operating activities, investing activities and financing activities.

During July 2021, we closed the 2021 Offering of 12,272,730 units (the “Units”) for net proceeds of $12,323.

Each Unit consisted of one Common Share and one-half of one Common Share purchase warrant (each full warrant, a “Warrant”).

Each Warrant entitles the holder thereof to purchase one Common Share at a price of $1.25 per Common Share (subject to adjustment in certain circumstances) and is exercisable until July 12, 2024.

See footnote 6 to the accompanying financial statements for more details on the 2021 Offering.

The Company has allocated and intends to continue to allocate the proceeds from the 2021 Offering to advance programs at Mt Todd by further refining technical aspects of the Project, enhancing economic returns, and supporting the Company’s objective of securing a development partner.

Among the programs funded with these net proceeds were additional drilling of a third phase in the current exploration program and work towards completing the 2022 FS, as well as related engineering/design work and other technical studies.

Remaining proceeds will be used for working capital requirements and/or for other general corporate purposes, which include ongoing regulatory, legal and accounting expenses, management and administrative expenses, and other corporate initiatives.

As a secondary measure of liquidity, the Company had working capital of $12,164 as of December 31, 2021.

This amount included a deferred option gain of $383 related to the Awak Mas transaction.

The deferred option gains will ultimately be recognized as income and not require any use of current assets.

Consequently, the components of working capital affecting Vista’s liquidity and capital resources as of December 31, 2021 included current assets totaling $13,952 offset by accounts payable and accrued liabilities of $1,405.

This compares to current assets totaling $9,407 offset by accounts payable and accrued liabilities of $1,058 at December 31, 2020.

Vista has implemented certain health and safety standards in response to the COVID-19 pandemic, the cost of which have been minimal.

However, we incurred other corporate and Mt Todd costs while certain corporate objectives, including efforts to secure a strategic development partner or other form of transaction were extended due to travel restrictions.

Australia recently lifted restrictions on international travel to and from the country for fully vaccinated individuals.

Although management believes this is a positive event, its ultimate impact on the Company’s costs and timing to achieve objectives cannot be determined at this time.

To date, Vista has maintained sufficient working capital by monetizing non-core assets, limited use of the ATM Program, and the 2021 Offering.

However, continuing implications of the COVID-19 pandemic, the extent of economic recovery, and other conditions affecting the Company could affect the Company’s ability to raise additional working capital on reasonable terms, or at all.

These conditions and the impact on investors, banking institutions, businesses, the global economy or financial and commodity markets may have a material adverse impact on the Company’s financial condition and results of operations.

With the recent completion of the 2022 FS, the most significant discretionary program in progress is the current phase of exploration drilling.

We will have final payments during 2022 to vendors for work to finalize the 2022 FS.

Management estimates total remaining 2022 cash expenditures for these programs and several other smaller discretionary programs will total approximately $1,900, $550 of which was included in accounts payable and accrued liabilities at year end 2021.

Other potential discretionary programs that may be undertaken during 2022 could total up to an additional $800.

Fixed costs for corporate activities and Mt Todd care and maintenance are expected to be approximately $7,000 in 2022.

Cash inflows during 2022 from non-core assets include the $2,500 received in January 2022 for canceling the remaining Awak Mas royalties.

Other potential sources of cash inflows include additional monetization of non-core assets and limited use of the ATM Program.

Giving consideration to conditions associated with the pandemic and the Company’s ongoing initiatives, we believe our 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.

We are evaluating potential partners, investors and lenders as we pursue a range of development alternatives for Mt Todd.

Activities to date have focused largely on a joint venture transaction., The objective of this approach is to receive a purchase price reflective of the intrinsic value of Mt Todd.

With completion of the 2022 FS, management is also evaluating other alternatives and we plan to consider other transaction arrangements that meet our expectations to realize an appropriate valuation for our shareholders.

There can be no assurance that we will be successful in securing a development partner or other transaction on acceptable terms, or at all.

For ongoing working capital requirements, the Company continues to focus on monetizing non-dilutive non-core assets as a source of funding.

Vista realized $2,500 in January 2022 in exchange for cancelling its remaining royalty interests in Awak Mas.

The Company also owns another royalty interest in the U.S.

and used mill equipment that is being marketed by a third-party mining equipment dealer.

The Company was party to an at-the-market offering agreement (the “ATM Agreement”) with H.

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 could, but was not obligated to, issue and sell Common Shares through Wainwright for aggregate sales proceeds of up to $10,000 (the “ATM Program”).

The ATM Agreement was amended in June 2020 to remain in force until terminated by either party.

Through June 30, 2021, aggregate net proceeds sold under the ATM Program totaled $2,830, which included $871 during the six-months ended June 30, 2021.

In July 2021, the ATM Program was suspended in conjunction with the 2021 Offering.

Vista subsequently filed for and received notice of effectiveness of a new shelf registration statement in November 2021 with the Securities and Exchange Commission.

In December 2021, the Company renewed the ATM Agreement on substantially the same terms to provide for aggregate sales proceeds up to $10,000 from and after the date of the renewed ATM Agreement (the “2021 ATM Program”).

The entire $10,000 under the 2021 ATM Program remained available as of December 31, 2021.

The Company considers available cash, cash equivalents and short-term investments to be its primary measure of liquidity.

These capital resources totaled $8,110 at December 31, 2022 compared to $13,141 at December 31, 2021, representing a net decrease of $5,031 during 2022.

Current assets net of current liabilities (“Working Capital”) is a secondary measure of liquidity for the Company.

As of December 31, 2022 and 2021, working capital was $7,714 and $12,164, respectively.

These amounts were net of deferred option gain of $nil and $383, respectively.

The deferred option gain was recognized as income during 2022 and did not require any use of current assets.

Consequently, the components of working capital affecting Vista’s liquidity and capital resources included:

At December 31, 2022

At December 31, 2021

Current Assets

Offset by accounts payable and accrued liabilities

During 2022, the Company benefited from cash inflows of $2,500 for cancellation of the Awak Mas royalty, ATM Program proceeds of $244 as discussed below, and a $196 value-added tax recovery from the previous sale of non-core assets.

These sources of cash were offset by operating cash outflows of $7,413 and other expenditures of $362.

Recurring costs included in operating cash outflows were planned to be approximately $7,000 for 2022, but the Company implemented cost reduction measures that resulted in actual recurring costs being approximately 15% lower than plan.

This represented savings of approximately $1,000.

Additional details regarding 2022 financial results are presented in the “Results from Operations” section above and the preceding discussions in this section of operating activities, investing activities and financing activities.

For 2023, the Company plans to implement additional measures to reduce annual recurring costs to approximately $5,500.

Discretionary programs are also expected to be reduced to approximately $600.

The Company is continuing to evaluate opportunities to lower ongoing costs.

In addition to Vista’s existing capital resources, we are a party to an at-the-market offering agreement (the “ATM Agreement”) with H.

Wainwright & Co., LLC (“Wainwright”) to provide balance sheet flexibility at a potentially lower cost than other means of equity issuances.

Under the ATM Agreement, the Company has the right, but is not obligated, to issue and sell Common Shares through Wainwright for aggregate sales proceeds of up to $10,000 (the “ATM Program”).

During 2022, the Company sold 401,884 Common Shares under the ATM Program for net proceeds of $244.

As of December 31, 2022, $9,748 remained available under the ATM Program.

Offers or sales of Common Shares under the ATM Program will be made only in the United States in an “at the market offering” as defined in Rule 415 under the United States Securities Act of 1933, as amended, subject to an effective registration statement under the U.S.

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The Common Shares will be distributed at market prices prevailing at the time of sale.

The Company could also undertake a private placement or public offering to raise additional cash.

The most recent such financing was in July 2021, when Vista completed the 2021 Offering of 12,272,730 units (the “Units”) for net proceeds of $12,323.

Each Unit consisted of one Common Share in the capital of the Company and one-half of one Common Share purchase warrant (each full warrant, a “Warrant”).

Each Warrant entitles the holder to purchase one Common Share at a price of $1.25 per Common Share (subject to adjustment in certain circumstances) and is exercisable until July 12, 2024.

See footnote 6 to the accompanying financial statements for more details on the 2021 Offering.

Net proceeds from the 2021 Offering were used for additional exploration drilling and to complete the Mt Todd FS.

The remaining proceeds are being used for working capital requirements and/or for other general corporate purposes, which include ongoing regulatory, legal and accounting expenses, management and administrative expenses, and other corporate initiatives.

Other potential sources of cash inflows may include monetization of Vista’s remaining non-core assets, which include a royalty interest in the U.S.

and used mill equipment that is being marketed by a third-party mining equipment dealer.

Cash may also be available to Vista through several forms of financial instruments, such as a royalty or stream interest in Mt Todd, convertible instruments, and debt facilities.

Considering current economic conditions and the Company’s ongoing initiatives, we believe our cash, cash equivalents and short-term investments and Working Capital as of December 31, 2022, together with other potential future sources of financing and sales of non-core assets, will be sufficient to fund our currently planned corporate expenses, Mt Todd holding costs, and anticipated discretionary programs for at least one year from the date of issuance of this annual report on Form 10-K.

Vista’s long-term viability depends upon our ability to realize value from our principal asset, Mt Todd.

Our primary objective is to maintain adequate liquidity and seek to preserve, enhance and realize value of our core assets in order to achieve positive returns for our shareholders.

Our funding strategy is to maintain a low expenditure profile, realize value from non-core assets and, when necessary, issue additional equity or find other means of financing.

The underlying value and recoverability of the amounts shown as mineral properties and plant and equipment in our Condensed Consolidated Balance Sheets are dependent on our ability to attract sufficient capital resources to execute our strategy and the ultimate success of our programs to enhance and realize value, most importantly at Mt Todd.

Fair Value Accounting

The following table sets forth the Company’s assets measured at fair value within the fair value hierarchy.

As required by accounting guidance, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Fair Value at December 31, 2021

Other investments

Used mill equipment (non-recurring)

Fair Value at December 31, 2020

Other investments

Other investments were classified as Level 1 of the fair value hierarchy as they were valued at unadjusted quoted market prices in an active market and included in other investments on the Consolidated Balance Sheets for each period presented.

There were no material transfers between levels nor were there any changes in valuation techniques in 2021.

At December 31, 2021, the value of other investments was $nil because the Nusantara Resources shares were sold in October 2021.

Our primary objective is to maintain adequate liquidity as we seek to preserve, enhance and realize value from Mt Todd in order to achieve positive returns for our shareholders.

Our funding strategy is to maintain a low expenditure profile, realize value from our remaining non-core assets and, when necessary, issue additional equity or find other means of financing.

The underlying value and recoverability of the amounts shown as mineral properties and plant and equipment as presented in our Condensed Consolidated Balance Sheets depend on market and industry conditions, our ability to attract sufficient capital resources to execute our strategy, and the ultimate success of our programs to enhance and realize value at Mt Todd.

Off-Balance Sheet Arrangements

13 unchanged sentences

Our long-lived assets are evaluated for impairment when information becomes available indicating that the carrying value may not be recoverable.

The inputs used in the valuing our used mill equipment included the duration this equipment has been actively marketed by an independent broker and the current competitive market conditions for used equipment yielding no sales.

These inputs involved a high degree of subjectivity and were considered by management in its estimate of recoverable sales proceeds.

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 uncertainty over an extended period of time.

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.

31 unchanged sentences

Cash Costs and AISC, and respective unit cost measures, are non-U.S.

GAAP metrics developed by the World Gold Council to provide transparency into the costs associated with producing gold and provide a comparable standard.

The Company reports Cash Costs and AISC on a per ounce and per tonne processed basis because we believe these metrics more completely reflect mining costs over specified periods and the life of mine.

GAAP metrics developed by the World Gold Council to provide transparency into the costs associated with producing gold and provide a standard for comparison across the industry.

The Company reports Cash Costs and AISC on a per ounce and per tonne processed basis because we believe these metrics more appropriately reflect mining costs over specified periods and the life of mine.

Similar metrics are widely used in the gold mining industry as comparative benchmarks of performance.

Cash Costs consist of Project operating costs, refining costs, and the Jawoyn royalty.

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.

38 unchanged sentences

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 7. Management’s Discussion and Analysis