What changed in this filing

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Item 1. Business

2024-03-14 compared with 2023-02-23 · 92 added, 74 removed, 268 unchanged (38% of the section changed)

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Vista Gold Corp.

and its subsidiaries operate in the gold mining industry.

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

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

We do not currently generate cash flows from mining operations.

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

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

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

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

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

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

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

Vista does not currently generate cash flows from mining operations.

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

Mt Todd is among the largest development stage opportunities in Australia.

All major operating and environmental permits necessary to initiate development of the Project are in place.

In March 2024, we completed an updated feasibility study for Mt Todd in conjunction with our annual reporting of mineral resources and mineral reserves in this Annual Report on Form 10-K, as required under Item 1300 of Regulation S-K (“S-K 1300”) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

Mt Todd benefits from its location in a leading mining jurisdiction and offers opportunities to add value through growth of mineral reserves, alternative development strategies, and other de-risking activities.

The Project offers strategic optionality through development as a large-scale project or as a smaller scale start-up with subsequent staged expansion.

In view of the scale of investment required to develop Mt Todd, we are evaluating alternatives that offer the potential to provide shareholders with greater financial returns and lower exposure to risk.

We continue to work with CIBC Capital Markets (“CIBC”) to identify and advance interest in Mt Todd and are focused on achieving a transaction that maximizes shareholder value.

Potential strategic investors continue to show interest in Mt Todd and have provided positive feedback on the technical merits of the Project.

However, interested parties continue to maintain a cautious approach to new, large-scale development projects and some have expressed interest in alternative development strategies at Mt Todd.

Vista also considers possible corporate opportunities as a means to enhance our liquidity.

Our funding strategy is to maintain adequate liquidity while minimizing dilution as we seek to preserve, enhance, and realize value from Mt Todd.

The Company periodically raises funds in the capital markets and considers alternative strategies to enhance its liquidity and deliver shareholder value.

In December 2023, Vista entered into a royalty agreement (the “Royalty Agreement”) with Wheaton Precious Metals (Cayman) Co., an affiliate of Wheaton Precious Metals Corp.

(“Wheaton”), in relation to Mt Todd.

Pursuant to the terms of the Royalty Agreement, Vista granted Wheaton a royalty in the amount of 1% of gross revenue from the sale or disposition of minerals from the Project (the “Royalty”), subject to adjustments in certain circumstances.

As consideration for the Royalty, Wheaton agreed to provide Vista with $20 million to advance Mt Todd and for general corporate purposes, subject to certain conditions set forth in the Royalty Agreement.

Wheaton has also been granted a right of first refusal on any royalties, streams or pre-pays pertaining to Mt Todd.

Vista received Royalty proceeds of $3 million in December 2023 and $7 million in February 2024.

The remaining Royalty proceeds totaling $10 million are expected to be received by the end of the second quarter 2024.

The Batman deposit at Mt Todd hosts proven and probable mineral reserves of 6.98 million ounces as reported in the March 2024 feasibility study (the “Mt Todd FS”).

There are opportunities to add gold mineral resources through further drilling.

Exploration at Mt Todd has demonstrated additional growth targets immediately outside the Batman deposit along a 5.4 kilometer trend within the Company’s mining licenses and other precious and base metals prospects within the broader footprint of the Company’s exploration licenses.

In January 2024, the Company commenced a 6,000-7,000 meter drill program, with the focus to add shallow gold resources at the north end of the Batman deposit.

This drilling program is a condition of the Royalty Agreement.

The objective of this program is to convert gold resources to gold reserves that can be included in the mine production schedule and project

If successful, management believes this will add substantial value to Mt Todd by improving cash flow as a result of a more constant production profile, reduced stripping, and increased mine life for all development scenarios.

The proposed drilling is expected to have an all-in cost of approximately $2 million and to be completed by year end.

The Company plans to leverage the results of the drilling program and prior technical studies by advancing evaluations of staged development scenarios for Mt Todd.

Vista continues to evaluate the technical and economic merits of staged development scenarios with a focus on lower initial capital, strong gold production and cash flow profiles, while preserving the opportunity for subsequent staged development.

In 2023, we completed an internal 5.2 million tonnes per annum (“tpa”), nominally 15,000 tpd, scoping study.

By using contract mining and power generation, and construction practices commonly used in Australia, we believe there is opportunity to maintain high capital efficiency at this smaller initial project scale.

Using a higher ore cutoff grade at the start is also expected to help maintain competitive cash costs.

The scoping study demonstrated the economic merits of a smaller scale initial project but restricted the mine life to the 80 million tonne capacity of the existing tailings facility.

Additional evaluation is needed to incorporate staged development scenarios that improve resource utilization, mine life, and economic returns.

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

The Company holds the exclusive right to develop Mt Todd through an agreement (the “NT Agreement”) with the Government of the Northern Territory, Australia (the “NT Government”).

The NT Agreement was extended during 2023 through December 31, 2029 with the option for an additional three-year extension.

A recent report of the NT Government’s Mineral Development Taskforce recommends simplifying and improving the competitiveness of the NT royalty scheme.

The Mineral Development Taskforce estimates that such changes, if enacted in legislation, will have significant positive economic impacts for Mt Todd and other mineral projects in the Northern Territory, and provide incentive for greater mining investment in the territory.

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

Highlights include:

● estimated proven and probable mineral reserves 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) ;

● estimated proven and probable mineral reserves of 6.98 million ounces of gold (280 Mt at 0.77 g Au/t) using a gold price of $1,500 for the reserve estimate and a cut-off grade of 0.35 g Au/t (1)(2) ;

● average annual production of 395,000 ounces of gold over a 16-year mine life at an average cash cost of $913 per ounce (3) ;

● high capital efficiency, with initial capital requirements of $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;

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

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

● after-tax NPV 5% of $1.78 billion and IRR of 27.9% at a price of $2,100 per ounce of gold.

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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 (the “NT Government”), creating a strong social license.

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

GAAP financial measures;

GAAP Financial Measures for additional disclosure.

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

In addition to the technical advancements of the Project in 2022 and 2023, Vista has all major operating and environmental permits necessary to initiate development of Mt Todd.

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

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

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

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On June 11, 2013, Vista continued from the Yukon Territory, Canada to the Province of British Columbia, Canada under the Business Corporations Act (British Columbia).

The current addresses, telephone and facsimile numbers of our offices are:

The current addresses and telephone numbers of our offices are:

Executive Office

Registered and Records Office

7961 Shaffer Parkway, Suite 5

8310 S Valley Hwy, Suite 300

1200 Waterfront Centre – 200 Burrard Street

Littleton, Colorado, USA 80127

Englewood, Colorado, USA 80112

Vancouver, British Columbia, Canada V7X 1T2

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(604) 687-5744

(720) 981-1186

(604) 687-1415

Human Capital Management

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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

The structure of our compensation programs balances competitive wages, benefits and incentive earnings for both short-term and long-term performance.

The health and safety of our employees and others is a high priority in the way we manage our business.

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

The health and safety of our employees, contractors, and the communities in which we operate are high priorities in the way we manage our business.

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

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

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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.

In addition to recurring health and safety considerations, we comply with relevant policies and regulations enacted by government and health agencies in the jurisdictions where we operate.

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

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.

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

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

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Our compensation programs also include consideration of ethical performance in determining incentive awards.

Vista values the diversity and talents of its team, collectively working together in an inclusive environment to achieve corporate goals and personal and professional development objectives.

Vista values the diversity and talents of its team, collectively working together in an inclusive environment to achieve corporate goals and personal professional development objectives.

We cultivate a culture that is sensitive to the importance of diversity and inclusion in the workplace and are committed to continuous improvement in these areas.

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

We reported no mining operating revenues during the years ended December 31, 2023 and 2022.

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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.

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

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

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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.

We have obtained all major authorizations to initiate development of Mt Todd and have other minor licenses, permits or other authorizations currently required to conduct our exploration, site management, and other programs.

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

Australian Laws

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

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

We are required under Australian laws and regulations (federal and territorial) to acquire permits and other authorizations before Mt Todd can be developed and mined.

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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 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.

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

The changes to the pit, tailing storage facilities, and waste rock dump designs have been referred to the NT EPA for its consideration as required under the Environmental Protection Act 2019.

The NT EPA referral review has been suspended at our request while we respond to questions raised by the Aboriginal Areas Protection Authority regarding the increased area of the footprint of the new facilities.

Environmental Regulation

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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 with sufficient resources to support timely completion of work programs, 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

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The following table presents the high, low and average London Bullion Market Association PM Fix prices in U.S.

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

2023 (to February 14, 2023)

dollars per troy ounce of gold over the past five years and during 2024 through March 8, 2024:

2024 (to March 8, 2024)

www.lbma.org.uk/prices-and-data/precious-metal-prices#/

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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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(iv) require or encourage continuing professional development;

(v) have and apply disciplinary powers, including the power to suspend or expel a member regardless of where the member practices or resides;

(v) have and apply disciplinary powers, including the

power to suspend or expel a member regardless of where the member practices or resides;

and (vi) provide a public list of members in good standing.

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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.

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.

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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 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;

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

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

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

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

● estimates of future operating and financial performance;

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● plans and estimates concerning potential Mt Todd development, including access to an adequate supply of water, the availability of natural gas on acceptable terms, as well as the ability to obtain all required permits;

● our expectation that dewatering of the pit will not present any major issues when resuming operations in the Batman pit;

● estimates of mineral reserves and mineral resources;

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

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

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

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

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

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

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

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

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

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● our expectation that the use of HPGR crushers at Mt Todd will produce a product that can be ground more efficiently and reduce energy requirements as compared to a SAG Mill design;

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

● the expectation that reclamation of the heap leach pad at Mt Todd will include disposal of pad liner and regrading of the area occupied by the heap leach pad only as the material on the existing heap leach pad will be processed through the mill at the end of mine life;

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Business and Industry

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

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

● our belief that the ATM Program (as defined below) will provide additional financing flexibility at a low cost;

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and our used mill equipment which is for sale;

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

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

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

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

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

● our belief that the current market value of the common shares in the capital of the Company (the “Common Shares”) does not reflect the fair value of the Company’s assets;

● our belief that we maintain reasonable amounts of insurance;

● our expectations related to potential changes in regulations or taxation initiatives;

● our expectation that we will continue to be a passive foreign investment company;

● our belief that we are possibly a passive foreign investment company;

● the potential that we may grant options and/or other stock-based awards to our directors, officers, employees and consultants;

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expected Australian national, provincial and local government policies, including legal reforms, successful advancement of the Company’s required permitting processes;

ability to successfully raise additional capital.

and ability to successfully raise additional capital.

The words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe”, “will”, “may” and similar expressions are intended to identify forward-looking statements and forward-looking information.

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● fluctuation in foreign currency values;

● our likely status as a PFIC (as defined below) for U.S.

● our possible status as a PFIC (as defined below) for U.S.

federal tax purposes;

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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