What changed in this filing

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Item 2. Properties

2024-03-14 compared with 2023-02-23 · 72 added, 55 removed, 663 unchanged (16% of the section changed)

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The scientific and technical disclosures about Mt Todd in this annual report on Form 10-K have been reviewed and approved by John W.

Rozelle, Senior Vice President of Vista.

Rozelle (PG, member AIPG), a technical consultant.

Rozelle is a qualified person as defined by S-K 1300 and NI 43-101.

For a description of the key assumptions, parameters and methods used to estimate mineral reserves and mineral resources included in this Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the technical report summary of the Mt Todd FS (as described below) which is included as an exhibit to this Form 10-K.

For a description of the key assumptions, parameters and methods used to estimate mineral resources and mineral reserves included in this Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the technical report summary of the Mt Todd FS (as described below) which is included as an exhibit to this Form 10-K.

Mt Todd Gold Project, Northern Territory, Australia

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Technical Report Summary

The 2022 feasibility study for Mt Todd is the technical report summary, prepared pursuant to S-K 1300, that was filed on EDGAR on February 24, 2022 and is entitled “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of December 31, 2022 and an issue date of February 9, 2022, as amended February 7, 2023 (the “Mt Todd FS”).

The technical report summary remains current in all material respects.

A companion feasibility study for Canadian purposes, pursuant to NI 43-101, was filed on SEDAR on February 24, 2022 and is entitled “NI 43-101 Technical Report - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of December 31, 2021 and an issue date of February 9, 2022.

The companion report is referenced herein for informational purposes only.

The 2024 feasibility study for Mt Todd is the technical report summary, prepared pursuant to S-K 1300, attached as an exhibit to this Annual Report on Form 10-K and is entitled “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 (the “Mt Todd FS”).

A companion feasibility study for Canadian purposes, pursuant to NI 43-101, will also be filed in accordance with NI 43-101 disclosure standards on SEDAR+ on or before April 27, 2024.

The companion report is referenced herein for informational purposes only and is not incorporated herein by reference.

The technical data and economic conclusions of these reports are materially identical, with differences in the formatting of the reports and details of certain assumptions resulting only from the respective disclosure requirements of S-K 1300 and NI 43-101.

The reports were prepared by Sabry Abdel Hafez, Ph.D., P.Eng.;

The reports were prepared by Maurie Marks, P.Eng.;

Rex Clair Bryan, Ph.D., SME RM;

Dyer, P.E., SME RM;

Amy Hudson, Ph.D., CPG, REM;

Hudson, Ph.D., CPG, SME RM;

April Hussey, P.E.;

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The 50,000 tpd Project highlights include:

● estimated proven and probable mineral reserves of 6.98 million ounces of gold (280 Mt at 0.77 g Au/t) at 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 the 16-year mine life, including average annual production of 479,000 ounces of gold per year during the first seven years of operations following commissioning and ramp-up;

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● a 16-year operating life;

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

● 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 and an AUD:USD exchange rate of 0.71;

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

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

● after-tax NPV 5% of $1.78 billion and IRR of 27.9% at a price of $2,100 per ounce of gold and an AUD:USD exchange rate of 0.69 based on the Gold Price and Foreign Exchange Sensitivity Table below.

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Business – Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves” in this annual report on Form 10-K for additional information.

(3) Cash costs per ounce is a non-U.S.

GAAP financial measure;

GAAP Financial Measures for additional disclosure.

Key statistics of the 50,000 tpd Project are presented in the table below:

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Strip Ratio (waste:ore)

Initial Capital ($ millions)

After-tax NPV 5% ($ millions)

Initial Capital ($ billions)

After-tax NPV 5% ($ billions)

After-tax IRR

After-tax Payback (Months)

After-tax Payback (years)

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

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The following table provides additional details of the 50,000 tpd Project economics at variable gold price and foreign exchange assumptions:

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

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

Exchange Rate

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(1) Net of asset sales.

(2) Total capital per payable ounce of gold is a non-U.S.

GAAP financial measure;

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-U.S.

GAAP Financial Measures for additional disclosure.

The Mt Todd FS contemplates an owner-operated mining fleet at initial capital of $100 million and sustaining capital of $620 million, inclusive of contingency.

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Site General and Administrative

Jawoyn Royalty (1)

Royalties (1)

Water Treatment

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Table may not add to total due to rounding

(1) Jawoyn Royalty (as defined below) and refining costs calculated at $1,600 per ounce gold and an A$1.00 :

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

$0.69 exchange rate.

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The combined GPR range is now from 1.125% to 3.0% and is reflected in the table above.

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

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

Together, the Jawoyn Royalty and the royalty with Wheaton Precious Metals Corp.

comprise the Royalties in the Mt Todd FS.

The life of mine production schedule contemplates 280.4 million tonnes of ore containing an estimated 6.98 million ounces of gold at an average grade of 0.77 g Au/t to be processed over a 16-year operating life of the Project.

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The following table summarizes the production schedule.

The shaded portion of the table highlights the impact of sorting which reduces the tonnage processed by 10%, increases the processed grade by a similar percentage, and results in cost savings in the grinding, leaching and tailings handling.

The shaded portion of the table highlights the impact of ore sorting which reduces the tonnage processed by 10%, increases the processed grade by a similar percentage, and results in cost savings in the grinding, leaching and tailings handling.

Pit Ore Mined (kt)

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

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

Mt Todd Gold Project – Summary of Gold Mineral Resource (Exclusive of Gold Mineral Reserves)

Based on US$1,300/oz Gold

Batman Deposit

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Measured & Indicated

● Measured & indicated resources exclude proven and probable reserves.

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

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

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

Heap Leach resources are the average grade of the heap, no cut-off applied.

Resources constrained within a US$1,300/oz gold Whittle TM pit shell.

Heap Leach mineral resources are the average grade of the heap, no cut-off applied.

Mineral resources constrained within a US$1,300/oz gold Whittle TM pit shell.

Pit parameters:

Mining Cost US$1.50/tonne, Milling Cost US$7.80/tonne processed, G&A Cost US$0.46/tonne processed, G&A/Year 8,201 K US$, Au Recovery, Sulfide 85%, Transition 80%, Oxide 80%, 0.2g-Au/t minimum for resource shell.

Resources constrained within a US$1,300/oz gold Whittle TM pit shell.

Mineral resources constrained within a US$1,300/oz gold Whittle TM pit shell.

Pit parameters:

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

There was no change in 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.

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

The mine plan in the Mt Todd FS includes both proven and probable mineral reserves and results in estimated total recovered gold of 6.31 million ounces.

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Economic analysis conducted only on proven and probable mineral reserves.

Dyer, P.E., is the QP responsible for reporting the Batman Deposit Proven and Probable reserves.

● Batman deposit reserves are reported using a 0.35 g Au/t cutoff grade.

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

Dyer, P.E., is the QP responsible for reporting the Batman Deposit Proven and Probable mineral reserves.

● Batman deposit mineral reserves are reported using a 0.35 g Au/t cutoff grade and $1,800 per ounce gold price.

A US$ 1,500/oz-Au pit shell was used.

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

● Because all the heap-leach pad reserves are to be fed through the mill, these reserves are reported without a cutoff grade applied.

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

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

● The effective date of the mineral reserve estimates under the requirements of S-K 1300 is December 31, 2023.

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Risk Factors.”

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

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

Todd is in the development stage.

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

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Also in 2006, through an agreement with the NT Government, we established the rights and obligations of Vista and the NT Government with respect to Mt Todd site care and maintenance and potential future development.

In 2017, the latter agreement was extended through the end of 2023 and the Company has requested an additional extension.

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

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

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● a tailings storage facility with capacity for approximately 80 million tonnes of additional material;

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

● a natural gas pipeline at site that can supply sufficient natural gas to meet the Project’s energy requirements which, coupled with the planned power generating plant, would save considerably on Project operating costs compared to grid-supplied power;

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

● a natural gas pipeline at site that can supply sufficient natural gas to meet the Project’s energy requirements which, coupled with the planned third-party-operated power generating plant, would save considerably on Project operating costs compared to grid-supplied power;

● a paved road to site;

● current electrical connection to the NT electric grid.

In addition, we expect reduced earthworks costs due to the process plant location being the same as the previous process plant, which has already been cleared and graded.

Other benefits of Mt Todd’s NT location include:

In addition, we expect reduced earthworks costs due to the process plant location being the same as the previous process plant, which was cleared and graded at the time of original construction.

Other benefits of Mt Todd’s location in the NT include:

● the Stuart highway – the main North / South highway in the NT is less than 10 kilometers from the Project site;

● rail line parallel to the Stuart highway;

● the regional center of Katherine (population approximately 12,000) less than 40 kilometers from site and the NT capital of Darwin less than 290 kilometers from the Project site, which has port access.

● the regional center of Katherine (population approximately 12,000) 56 kilometers from site and the NT capital of Darwin approximately 290 kilometers from the Project site, which has port access.

The area has both historical and current mining activity and therefore a portion of the skilled workforce should be able to be sourced locally.

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● mine support facilities (heavy vehicle workshop, lube farm, washdown and tire change, warehouse, fuel farm, mining offices, core storage facility);

● heap leach facility;

● small accommodation camp for occasional contractor use;

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Pegasus progressively increased their shareholding until they acquired full ownership of Zapopan in July 1995.

Historical preliminary studies (not S-K 1300 or NI 43-101 compliant) for Phase I, a heap leach operation which focused predominately on the oxide portion of the deposit, commenced during 1992 culminating in an engineering, procurement, construction management (“EPCM”) award to Minproc in November of that year.

in November of that year.

The Phase I project was predicated upon a 4 million tonne per year (“Mtpy”) heap leach plant, which came on stream in late 1993.

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Final capital costs to complete the project were AUD232 million (USD181 million).

Design capacity was never achieved due to inadequacies in the third and fourth stages of the crushing circuit.

Design throughput was never achieved due to inadequacies in the third and fourth stages of the crushing circuit.

A throughput rate of just under 7 Mtpy was achieved by mid-1997;

however, problems with the flotation circuit which resulted in reduced recoveries necessitated closure of this circuit.

Subsequently, high reagent consumption, as a result of cyanide soluble copper minerals, further hindered efforts to reach design production.

Subsequently, high reagent consumption, as a result of cyanide soluble copper minerals, further hindered efforts to reach design gold production.

Operating costs were above those predicted in the feasibility study.

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Most of the equipment was sold in June 2001 and removed from the mine.

In March 2006, Vista acquired the concession rights from the Deed Administrators and surface rights from the Jawoyn Association and entered into a contract with the NT Government.

In March 2006, Vista acquired the concession rights from the Deed Administrators and surface access rights from the Jawoyn Association and entered into a contract with the NT Government.

Exploration Licenses

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The bagged samples had sample tags placed both inside and on the outside of the sample bags.

The individual samples were grouped into “lots” for submission to Northern Analytical Laboratories for sample preparation and analytical testing.

The individual samples were grouped into “lots” for submission to Northern Australian Laboratories Pty.

(“NAL”) for sample preparation and analytical testing.

All of this work was done under the supervision of a Vista geologist.

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Unable to verify

North Australian Laboratories Pty Ltd (“NAL”)

North Australian Laboratories Pty.

MLN 792 Eleanor Rd

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The Company’s assaying protocols are observed and required for every assay program, regardless of whether the exploration work is for resource estimation or metallurgical testing.

Rozelle, Senior Vice President of Vista and a qualified person as defined by S-K 1300 and NI 43-101, has verified the data disclosed in this document, including sampling, analytical and test data underlying the information contained in the disclosure.

Rozelle (PG, member AIPG), a technical consultant, and a qualified person as defined by S-K 1300 and NI 43-101, has verified the data disclosed in this document, including sampling, analytical and test data underlying the information contained in the disclosure.

Rozelle does not have an ownership, royalty, or other interest in the property.

Due to prior employment with the Company that ended on December 31, 2023, Mr.

Rozelle owned 430,865 shares of Vista Gold Corp.

and 122,418 restricted share units at March 8, 2024.

Sample Security

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The Project is designed to be a large open-pit mining operation that will utilize large-scale mining equipment in a drill/blast/load/haul operation.

Ore is planned to be processed in a comminution circuit consisting of large-scale equipment, including:

a gyratory crusher, cone crushers, high pressure grinding roll (“HPGR”) crushers followed by X-ray

transmission (“XRT”) and laser sorting, and primary ball mills, followed by VXP Mills, as discussed in greater detail below.

Ore is planned to be processed in a comminution circuit consisting of large-scale equipment,

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

Vista plans to recover gold in a conventional CIP recovery circuit.

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The bulk ore sorting tests comprised four, five-tonne composites;

and one, one-tonne composite prepared from 3.75"

and one, one-tonne composite prepared from 3.75" drill core.

In addition to these composites, three one-tonne composites were made from 2.75” drill core.

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The MMP was approved in June 2021 and is in the process of being amended to align with the larger-scale design in the Mt Todd FS.

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

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

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

Environmental, Social and Community Factors

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Final approval was given in September 2014.

The Jawoyn people have been consulted with and involved in the planning of the Project.

The Jawoyn Association have been consulted with and involved in the planning of the Project.

Areas of aboriginal significance have been designated, and the mine plan has avoided development in these restricted works areas.

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We obtained approval of a waste discharge license from the NT Government that authorized the release of treated water from the Mt Todd site during the wet season in accordance with an 80% protection limit environmental standard.

We discharged treated water in compliance with the standards.

We have discharged treated water in compliance with the standards.

The existing Batman pit has the capacity to contain approximately 11.5 gigaliters of water.

At the end of December 2022, the pit contained approximately 0.7 gigaliters of water due to previous dewatering operations.

The present volume of water in the pit will not present any major issues when resuming operations in the Batman pit.

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

Project Development Plans

The Company is evaluating a smaller scale project at Mt Todd, targeting a significantly lower initial capital cost while maintaining operating costs very close to those estimated in the Mt Todd FS.

A smaller project would be scalable, allowing for throughput expansion or mine-life extension.

The completion of this study is expected in the first quarter of 2023.

The Company is undertaking a 6,000-7,000 meter drilling program targeting the addition of low-stripping-ratio ounces at the north end of the Batman deposit.

The Company expects to follow the drilling with studies of an initially smaller-scale project at Mt Todd, targeting a significantly lower initial capital cost and operating costs close to those estimated in the Mt Todd FS.

The studies will focus on a strategy of scalable development, allowing for throughput expansion or mine-life extension.

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

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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 2. Properties