What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-02-23 compared with 2022-02-24 · 86 added, 161 removed, 368 unchanged (40% of the section changed)

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and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors (the “Board”), management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors (the “Board of Directors”), management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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Report of Independent Registered Public Accounting Firm

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

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vista Gold Corp.

(the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of income/(loss), stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

(the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of income/(loss), shareholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was 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.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matter Description

Impairment Assessment over Used Mill Equipment – Refer to Notes 5 and 8 to the financial statements.

During the year ended December 31, 2021, the Company reduced the carrying amount of the used mill equipment to $nil to reflect management’s estimate of recoverability.

This estimate reflects management’s consideration of the duration this equipment has been actively marketed by an independent broker and the current competitive market conditions for used equipment yielding no sales.

We identified the Company’s impairment charge for its used mill equipment as a critical audit matter.

The principal considerations for our determination include the high degree of subjectivity associated with the significant assumption included in management's impairment assessment and management not having the ability to estimate recoverable sales proceeds with sufficient certainty.

The significant assumption is the Company’s ability to sell the used mill equipment in the current market environment.

How the Critical Audit Matter was Addressed in the Audit

Our audit procedures performed to address this critical audit matter included the following, among others:

We gained an understanding of the Company’s internal controls over management’s impairment assessment of its used mill equipment.

We evaluated management’s impairment analysis.

We evaluated the significant assumption used to estimate fair value.

The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ PLANTE & MORAN, PLLC

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Short-term investments (Note 3)

Other investments, at fair value (Note 3)

Other current assets

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dollars and in thousands, except shares and per share data)

Year Ended December 31,

Years Ended December 31,

Operating income/(expense):

Gain on disposal of mineral property interests, net (Note 4)

Gain on disposal of mineral property interests (Note 4)

Exploration, property evaluation and holding costs

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Non-operating income:

Gain on other investments (Note 3)

Gain on other investments

Interest income

Total non-operating income

Income/(loss) before income taxes

Net income/(loss)

Loss before income taxes

Weighted average number of shares outstanding

Net income/(loss) per share

Net loss per share

Weighted average number of shares outstanding

Net income/(loss) per share

Net loss per share

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

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Shares issued (RSUs vested, net of shares withheld)

Shares issued (exercise of stock options) (Note 6)

Stock-based compensation (Note 6)

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Cash flows from operating activities:

Net income/(loss)

Adjustments to reconcile net income/(loss) to net cash used in operations:

Adjustments to reconcile net loss to net cash used in operations:

Depreciation and amortization

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Gain on other investments

Reduction of provision for environmental liability

Change in working capital account items:

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Proceeds from sales of marketable securities

Disposition of short-term investments, net

Maturities of short-term investments, net

Additions to plant and equipment

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Payment of taxes from withheld shares

Proceeds from exercise of stock options

Net cash provided by financing activities

Net increase in cash and cash equivalents

Net cash provided by/(used in) financing activities

Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

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and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) operate in the gold mining industry.

We are focused on evaluation, acquisition, exploration and advancement of gold exploration and potential development projects, which may lead to gold production or value adding strategic transactions such as earn-in right agreements, option agreements, leases to third parties, joint venture arrangements with other mining companies, or outright sales of assets for cash and/or other consideration.

We are focused on acquisition, exploration and advancement of gold exploration and potential development projects, which may lead to gold production or value adding strategic transactions such as earn-in right agreements, option agreements, leases to third parties, joint venture arrangements with other mining companies, or outright sales of assets for cash and/or other consideration.

We look for opportunities to improve the value of our gold projects through exploration drilling and/or technical studies focused on optimizing previous engineering work.

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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.

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

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

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

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

In February 2022, we completed a feasibility study for Mt Todd and are evaluating a potential partners, investors and lenders as we pursue a range of development alternatives.

In February 2022, we completed a feasibility study for Mt Todd.

In March 2022, we appointed CIBC Capital Markets as our strategic advisor, and we are advancing a strategic process to seek a partner or other form of transaction for Mt Todd.

References to $ are to United States dollars and A$ are to Australian dollars.

Significant Accounting Policies and Estimates

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Vista and its subsidiaries, all of which are more-than- 50 % owned subsidiaries and under Vista’s control.

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.

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asset impairments, the fair value and accounting treatment of financial instruments including warrants;

useful lives of assets for asset depreciation purposes;

valuation allowances for deferred tax assets;

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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.

Accordingly, actual results will differ from amounts estimated in these financial statements.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and government securities with original maturities of 90 days or less when purchased.

Because of the short maturity of these investments, carrying amounts approximate their fair values.

Foreign Currency Transactions

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Mineral Properties

Mineral property acquisition costs, including directly related costs, are capitalized when incurred, and mineral property exploration costs are expensed as incurred.

Capitalized costs will be depleted using the units-of-production method over the estimated life of the proven and probable reserves.

If mineral properties are subsequently sold or abandoned, any un-depleted 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 commercial production from, or the sale/lease of, or other strategic transactions related to these properties.

Development and/or start-up of any of these projects will depend on, among other things, management’s ability to raise sufficient capital for these purposes.

Proceeds received from option or sale agreements are ascribed to recovery of the carrying value of the related project until the carrying value reaches zero.

Mineral property acquisition costs, including directly related costs, are capitalized when incurred.

After acquisition of a mineral property, associated exploration and evaluation costs are expensed as incurred until development commences.

Development costs to establish access to mineral reserves reported in accordance with subpart 1300 of Regulation S-K under the Securities Exchange Act of 1934, as amended, and other preparations leading to commercial production would be capitalized following a decision by the Company to develop such mineral property.

Capitalization of development costs would conclude upon commencement of sustainable production.

Capitalized costs associated with a mineral property will be amortized using the units-of-production method over the estimated life of mineral reserves once sustainable production is achieved.

If mineral properties are subsequently sold or abandoned, any unamortized costs will be charged to expense in that period.

The recoverability of the carrying values of our mineral properties is dependent upon economic reserves being discovered or developed on the properties, permitting, financing, start-up, and profitable commercial production from, or the sale/lease of, or other strategic transactions related to these properties.

Development and/or start-up of mineral properties will depend on, among other things, management’s ability to raise sufficient capital for these purposes.

Any proceeds received from option or sale agreements are ascribed to recovery of the carrying value of the related project until the carrying value reaches zero.

Thereafter, any additional proceeds received are recognized as a contract liability (deferred option gain) until control has transferred to the buyer or the related contract terminates.

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If it is determined that the estimated future undiscounted cash flows are less than the carrying value of the property, a write-down to the estimated fair value will then be reported in our Consolidated Statement of Income/(Loss) for the period.

Where estimates of future net cash flows are not determinable and where other conditions indicate the potential for impairment, management uses available market information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair value.

Carrying values of long-lived assets, other than mineral properties, are evaluated for impairment at such time that information becomes available indicating that the carrying value may not be recoverable.

Where estimates of future net cash flows are not determinable and where other conditions indicate the potential for impairment, management uses available market information and/or other sources to assess if the carrying value can be recovered and to estimate fair value.

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).

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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, and in certain cases, adjusted by a Brownian motion price 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.

Financial Instruments

Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) of the Financial Accounting Standards Board (“FASB”) requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value.

A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

● Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

● Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets;

quoted prices for identical or similar assets and liabilities in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

● Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable.

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, marketable securities, short-term investments, accounts payable, and certain other current assets and liabilities.

Due to the short-term nature of our cash and cash equivalents, short-term investments, accounts payable and certain other current assets and liabilities, we believe that their carrying amounts approximate fair value.

Our other investments are accounted for at fair value based on quoted market prices in an active market and are included in Level 1 of the fair value hierarchy.

Due to the short-term nature of these financial instruments, carrying amounts approximate fair value.

Recent Accounting Pronouncements

Government Assistance

In November 2021, the FASB issued ASU No.

2021-10 Government Assistance (Topic 832) Disclosures by Business Entities About Government Assistance , which requires additional footnote disclosure around material government assistance received by the entity.

Disclosure includes the nature and amount of government assistance, commitments made by the Company, and significant components of the terms and conditions of the assistance.

The Company is evaluating the impact of this pronouncement on its annual financial statements.

The standard will be effective for the Company starting on January 1, 2022.

Because the standard only affects footnote disclosure, it is not expected to result in a material effect on the financial statements.

No recent accounting pronouncements are applicable to Vista at this time.

Other Investments

Short-term investments

As of December 31, 2021 and 2020, the amortized cost basis of our short-term investments was $ 384 and $ 400 , respectively.

The amortized cost basis approximates fair value at December 31, 2021 and 2020.

Short-term investments at December 31, 2021 and 2020 are comprised of Australian or U.S.

Government instruments, all of which have maturity dates greater than 90 days but less than one year.

As of December 31, 2022 and 2021, the amortized cost basis of our short-term investments was $nil and $ 384 , respectively.

The amortized cost basis approximates fair value at December 31, 2021.

Short-term investments at December 31, 2021 were comprised of Australian Government instruments, all of which had maturity dates greater than 90 days but less than one year.

Other investments

The Company held 1,333,334 shares of Nusantara Resources Limited (“Nusantara Resources”) as of December 31, 2020.

The Company held 1,333,334 shares of Nusantara Resources Limited (“Nusantara Resources”) during 2021.

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

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Subsequent changes in fair value are recorded in the Consolidated Statements of Income/(Loss) in the period in which they occur.

During the year ended December 31, 2020, the Company sold its common shares of Midas Gold Corp.

(“Midas Gold Shares”) for net proceeds of $ 5,788 at a gain of $ 2,574 compared to the most recent measurement period.

Cumulative realized loss since acquisition of these Midas Gold Shares in April 2011 was $ 11,841 , of which $ 14,415 was recognized in previous periods as unrealized loss, net.

The following table summarizes our investments in marketable securities as of December 31, 2022 and 2021.

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Fair value at beginning of period

Midas Gold Shares sold

Nusantara Resources shares sold

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Guadalupe de los Reyes, Sinaloa, Mexico

In July 2020, the Company received the final $ 1,500 payment from Prime Mining Corporation (“Prime Mining”) for sale of the Guadalupe de los Reyes gold and silver project in Sinaloa, Mexico (“Los Reyes”).

Upon receipt of final payment and transfer of the Los Reyes project to Prime Mining during the three months ended September 30, 2020, Vista recognized an operating gain of $ 3,540 , inclusive of previously deferred option gain of $ 2,892 and net of associated closing costs.

In July 2020, the Company sold the Guadalupe de los Reyes gold and silver project in Sinaloa, Mexico (“Los Reyes”) to Prime Mining Corporation (“Prime Mining”).

As part of the terms of sale, Prime Mining was required to make additional payments to Vista of $ 2,100 in lieu of Vista being granted certain royalty and back-in rights.

Prime Mining paid $ 1,100 in January 2021 and $ 1,000 in June 2021.

Prime Mining paid $ 1,100 in

January 2021 and $ 1,000 in June 2021.

Having received these payments as scheduled, Vista has no remaining right to be granted the royalties and back-in right, and Vista recognized a gain on disposal of mineral property interests of $ 2,100 during the year ended December 31, 2021.

Awak Mas, Sulawesi, Indonesia

Vista held a net smelter return royalty (“NSR”) on the Awak Mas project in Indonesia.

During 2019, Vista and the holder of Awak Mas, Nusantara Resources, amended the original royalty agreement to allow the holder or a nominated party to make a $ 2,400 payment to Vista by April 30, 2020 to cancel a 1 % NSR on the first 1,250,000 ounces produced at Awak Mas and a 1.25 % NSR on the next 1,250,000 ounces produced.

On May 5, 2020, the Company received $ 2,400 to cancel the related 1 % NSR and 1.25 % NSR.

The gain recognized upon receipt of this payment was $ 2,568 , which included the $ 2,400 payment plus $ 168 of previously deferred option gain.

The Nusantara Resources subsidiary or a nominated party also had the right to cancel the remaining 1 % NSR and 1.25 % NSR for an additional payment of $ 2,500 by April 30, 2021.

Vista and the Nusantara Resources subsidiary agreed in April 2021 to extend the payment date for the remaining $ 2,500 to not later than January 31, 2022 upon payment of certain extension fees.

Vista received $ 315 during the year ended December 31, 2021 for extension fees.

In October 2021, Nusantara Resources was acquired by Indika, which became the holder of Awak Mas.

Indika made the final $ 2,500 payment on January 28, 2022.

In 2022, the Company will recognize a gain for this amount plus $ 383 that is carried as deferred option gain as of December 31, 2021.

Vista held a net smelter return royalty (“NSR”) on the Awak Mas project in Indonesia (“Awak Mas”).

Previously, Vista and the holder of Awak Mas amended the original NSR agreement to allow the holder or a nominated party to make certain payments to Vista to cancel the original NSR.

The holder of the Awak Mas royalty made the final $ 2,500 payment in January 2022.

The Company recognized a gain of $ 2,883 for this final payment, which included recognition of $ 383 that was carried as deferred option gain as of December 31, 2021.

With this final payment, the Company has no remaining royalty interest in Awak Mas.

Plant and Equipment

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The Company recorded this reduction as an operating loss of $ 5,500 in our Consolidated Statements of Income/(Loss).

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

These inputs used in valuing the used mill equipment involved a high degree of subjectivity and resulted in management not having the ability to estimate recoverable sales proceeds with sufficient certainty.

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

Such inputs involved a high degree of subjectivity and resulted in management not having the ability to estimate recoverable sales proceeds with sufficient certainty.

The used mill equipment continues to be marketed by the independent broker.

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A relative fair value of $ 11,509 was allocated to the Common Shares.

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

Wainwright & Co., LLC (“Wainwright”), under which the Company had 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 could be offered in Canada under the ATM Agreement.

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

During the year ended December 31, 2020 the Company sold 2,028,334 Common Shares for net proceeds of $ 1,959 under the ATM Program, which included $ 191 that settled for cash in January 2021.

Vista is party to an at-the-market offering agreement (the “ATM Agreement”) with H.

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, 2022, $ 9,748 remained available under the ATM Program.

During the year ended December 31, 2022 the Company sold 401,884 Common Shares for net proceeds of $ 244 under the ATM Program.

During the year ended December 31, 2021 the Company sold 798,270 Common Shares for net proceeds of $ 871 under the ATM Program, which excluded $ 191 that settled for cash in January 2021.

Each sale under the ATM Agreement was made pursuant to an “at the market offering” as defined in Rule 415 under the United States Securities Act of 1933, as amended.

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 (the “2021 ATM Program”).

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

Other Share Issuances

During the years ended December 31, 2021 and 2020 we issued 946,328 and 445,446 Common Shares, respectively, in connection with vesting of restricted share units (“RSUs”) and/or stock option exercises.

During the years ended December 31, 2022 and 2021 we issued 889,762 and 946,328 Common Shares, respectively, in connection with vesting of restricted share units (“RSUs”).

Warrant activity is summarized in the following table.

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As of December 31, 2021

As of December 31, 2022

Stock-Based Compensation

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Vista also issued phantom units in 2018 to be settled in cash over a three-year term.

Stock-based compensation and phantom units may be granted from time to time at the discretion of the Board of Directors of the Company (the “Board”), with vesting provisions as determined by the Board.

Stock-based compensation and phantom units may be granted from time to time at the discretion of the Board of Directors of the Company (the “Board of Directors”), with vesting provisions as determined by the Board of Directors.

Stock-based compensation expense for the years ended December 31, 2022 and 2021 was:

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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 35 % will vest based on fixed future dates, and approximately 11 % and 54 % will vest on performance and share-price criteria, respectively.

Of the unvested RSUs, approximately 43 % will vest based on fixed future dates, and approximately 57 % will vest on share-price criteria.

The minimum vesting period for RSUs is one year .

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however, the Company will issue one Common Share for each DSU only after the non-employee director ceases to be a director of the Company.

In February 2021, the Board granted 204,000 DSUs and the Company recognized $ 212 of DSU expense.

In March 2020, the Board granted 360,000 DSUs and the Company recognized $ 209 of DSU expense.

In March 2022, the Board of Directors granted 324,000 DSUs and the Company recognized $ 272 of DSU expense.

In February 2021, the Board of Directors granted 204,000 DSUs and the Company recognized $ 212 of DSU expense.

The following table summarizes DSU activity:

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Value per DSU

Unvested - December 31, 2019

Outstanding - December 31, 2020

Outstanding - December 31, 2021

Outstanding - December 31, 2022

Stock Options

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Outstanding - December 31, 2020

Cancelled/Forfeited

Outstanding - December 31, 2021

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Unvested - December 31, 2022

The fair value of stock options granted during the year ended December 31, 2020 to employees, directors and consultants was estimated at the grant date using the Black-Scholes option pricing model using the following weighted-average assumptions:

Expected volatility

Risk-free interest rate

Expected life (years)

Dividend yield

Forfeiture assumption

Option pricing models require the input of highly subjective assumptions, including the expected price volatility.

Expected price volatility is based on the historical volatility of our Common Shares.

Changes in the subjective input assumptions can materially affect the fair value estimate.

The expected term of the options granted represents the period of time that the options granted are expected to be outstanding using the simplified approach.

The risk-free rate for the periods within the contractual term of the option is based on the U.S.

Treasury yield curve in effect at the date of grant.

Phantom Units

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Phantom units vest on fixed future dates provided the recipient continues to be affiliated with Vista on those dates.

The Company accounts for these units as awards classified as liabilities with $ 39 included in current liabilities as of December 31, 2020.

The Company recognized $ 26 and $ 98 of compensation expense for these units in the years ended December 31, 2021 and

2020, respectively.

The Company paid $ 65 for phantom units which vested during the year ended December 31, 2021.

The Company accounts for these units as awards classified as liabilities.

The Company recognized $ 26 of compensation expense for these units in the year ended December 31, 2021.

The Company paid $ 65 for phantom units which vested during the year ended December 31, 2021.

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Diluted Common Shares

Unvested RSUs representing 1,998,339 Common Shares, stock options to purchase 1,367,000 Common Shares, warrants to purchase 7,408,101 Common Shares, and vested DSUs representing 930,000 unissued Common Shares were outstanding at December 31, 2021 but were not included in the computation of diluted weighted average Common Shares outstanding because their effect would have been anti-dilutive.

Stock options to purchase 50,000 Common Shares were outstanding at December 31, 2020 but were not included in the computation of diluted weighted average Common Shares outstanding because their effect would have been anti-dilutive.

The effect of dilutive stock-based awards was calculated using the treasury stock method, based on the remaining RSUs, DSUs, and stock options outstanding as of December 31, 2020.

Unvested RSUs representing 1,472,008 Common Shares, stock options to purchase 1,367,000 Common Shares, warrants to purchase 7,408,101 Common Shares, and vested DSUs representing 1,254,000 unissued Common Shares were

outstanding at December 31, 2022 but were not included in the computation of diluted weighted average Common Shares outstanding because their effect would have been anti-dilutive.

Commitments and Contingencies

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

Reclamation obligations associated with this period and prior to Vista’s acquisition in 2006 are presently the responsibility of the Northern Territory, Australia Government (the “NT Government”).

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

Under an agreement with the Jawoyn Association Aboriginal Corporation with respect to Mt Todd, we have agreed to a gross proceeds royalty (“GPR”) ranging between 0.125 % and 2.0 %, depending on prevailing gold prices and foreign exchange rates, and a 1.0 % GPR not tied to gold price or foreign exchange rates.

The combined GPR range is 1.125 % to 3.0 %.

Our exploration and development activities are subject to various laws and regulations governing the protection of the environment.

These laws and regulations are continually changing and are generally becoming more restrictive.

As such, future expenditures that may be required for compliance with these laws and regulations cannot be predicted.

We conduct our operations in a manner to minimize effects on the environment and believe our operations are in compliance with applicable laws and regulations in all material respects.

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 at Mt Todd existing prior to the 2006 commencement of Vista’s involvement with the Project is 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 estimated by the NT Government at approximately A$ 73 million.

In November 2020, we modified our agreement with the Jawoyn Association Aboriginal Corporation (the “Jawoyn”) with respect to the Project.

The modified agreement provides the Jawoyn 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.

The modified agreement did not affect the previously agreed 1.0 % GPR.

The combined GPR range is now from 1.125 % to 3.0 %.

Fair Value Accounting

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

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

Fair Value at December 31, 2021

Other investments

Used mill equipment (non-recurring)

Fair Value at December 31, 2020

Other investments

Our marketable securities and investment Nusantara Resources shares were classified as Level 1 of the fair value hierarchy as they are valued at quoted market prices in an active market.

Marketable securities are included in Other Investments on the Consolidated Balance Sheets for each period presented.

The used mill equipment was classified as Level 3 of the fair value hierarchy.

The management estimate of fair value at December 31, 2021 was $nil using a market approach.

See Note 5 regarding inputs used for the Level 3 valuation of the used mill equipment.

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

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).

Supplemental Cash Flow Information and Material Non-Cash Transactions

As of December 31, 2021 and 2020, all of our cash was held in liquid bank deposits and/or government instruments in the United States or Australia.

As of December 31, 2022 and 2021, all our cash was held in liquid bank deposits and/or government instruments in the United States or Australia.

There were no significant non-cash transactions for the years ended December 31, 2022 and 2021.

11 unchanged sentences

Stock-based compensation

Meals and Entertainment

Imputed interest

Other adjustments

Mining concessions disposition

Expiring NOLs

Inflation adjustment

1 unchanged sentence

Change in U.S.

Change in foreign tax rate

Differentials in foreign tax rates

2 unchanged sentences

Income tax (benefit)/expense

Income tax benefit of $ 326 relating to deductible share offering costs were recorded directly in equity, offset by a corresponding valuation allowance.

Deferred Taxes

43 unchanged sentences

Geographic location of mineral properties and plant and equipment is provided in Notes 4 and 5, respectively.

Provision for Environmental Liability

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

Subsequent Events

The holder of Awak Mas, Indika, made the final $ 2,500 royalty cancellation payment on January 28, 2022.

The Company canceled the remaining 1 % NSR and 1.25 % NSR and does not have any remaining interest in Awak Mas.

In 2022, the Company will recognize a gain for the $ 2,500 payment plus $ 383 that is carried as deferred option gain as of December 31, 2021.

There have been no other material events subsequent to December 31, 2021.

There have been no material subsequent events after December 31, 2022.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTIN G AND FINANCIAL DISCLOSURE.

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 8. Financial Statements and Supplementary Data