What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-03-14 compared with 2023-02-23 · 120 added, 106 removed, 176 unchanged (56% of the section changed)

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The scientific and technical disclosures about Mt Todd in this discussion and analysis have been reviewed and approved by John W.

Rozelle, Senior Vice President of Vista.

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

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

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

Vista Gold Corp.

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 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 S-K 1300.

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 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 cash flows.

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”), or 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 through 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;

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

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

● after-tax NPV 5% of $1.31 billion and internal rate of return (“IRR”) of 20.4% at a gold price of $1,800 per ounce and an Fx rate of $0.69 AUD:USD;

● 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 Fx rate of $0.69 AUD:USD.

(1) Note to investors:

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

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

(2) See “Item 2.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(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 under 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.

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.

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The following mineral resources and mineral reserves were prepared in accordance with both S-K 1300 standards and CIM Definition Standards.

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 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.

Mt Todd Gold Project – Summary of Gold Mineral Reserves based on 50,000 tpd, 0.35 g Au/t cut-off and $1,500 per Ounce Pit Design

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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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● The effective date of the mineral reserve estimates under the requirements of NI 43-101 is December 31, 2023.

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.

Cautionary note to investors:

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

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

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

Exploration, Property Evaluation and Holding Costs

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

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

The principal components of the decrease in 2023 included lower personnel costs, partially offset by higher power consumption due to site water pumping.

Expenses incurred for 2023 Mt Todd discretionary programs totaled $412.

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

The discretionary programs included $110 for amendments to the MMP and $110 for costs related to securing a development partner.

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

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

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

Included in the 2023 and 2022 exploration, property evaluation and holding costs were non-cash stock-based compensation of $180 and $262, respectively.

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The 2023 and 2022 corporate administration costs included non-cash stock-based compensation of $456 and $517, respectively.

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

2021 Write-down of Plant and Equipment

During the year ended December 31, 2021, the Company reduced the carrying value of the used mill equipment to $nil based on 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.

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

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

Costs were generally lower during 2023 due to a decrease in insurance costs of $231 and other recurring administrative expenses being lower by $181.

Corporate discretionary costs were higher by $107, largely due to costs related to the Royalty Agreement.

Non-Operating Income and Expenses

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

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

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

Interest Income

Interest income was $263 and $111 during the years ended December 31, 2023 and 2022, respectively.

The Company benefited from rising market interest rates for short-term government debt securities.

Other Income/(Expense) was ($84) and $409 for the years ended December 31, 2023 and 2022, respectively.

Other expense in 2023 was due to legal costs for the Company’s efforts to recover additional value-added tax from the previous sale of a non-core asset.

In 2022, the Company reversed a previously accrued amount of $240 for contingent reclamation costs.

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

Financial Position, Liquidity and Capital Resources

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Net cash used in operating activities was $5,861 and $7,413 for the years ended December 31, 2023 and 2022, respectively.

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

The decrease in operating cash outflows in 2023 largely resulted from lower spending for drilling and completion of the feasibility study in 2022.

Investing Activities

Net cash provided by investing activities of $2,949 for the year ended December 31, 2023 resulted primarily from the $3,000 initial Royalty payment.

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

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

Financing Activities

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

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

Net cash of $871 for the year ended December 31, 2023 was provided by financing activities.

These activities include receipt of net proceeds of $1,013 under the ATM Program (as defined below) offset by payments of $142 for employee withholding tax obligations in lieu of issuing Common Shares earned from the vesting of restricted share unit awards.

Liquidity and Capital Resources

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

The Company considers available cash and cash equivalents to be its primary measure of liquidity.

These capital resources totaled $6,069 at December 31, 2023 compared to $8,110 at December 31, 2022, representing a net decrease of $2,041 during 2023.

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As of December 31, 2023 and 2022, working capital was $5,576 and $7,714, respectively.

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

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

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

At December 31, 2022

At December 31, 2021

Current Assets

Offset by accounts payable and accrued liabilities

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

During 2023, the Company benefited from cash inflows of $3,000 from its grant of the Royalty on Mt Todd and ATM Program net proceeds of $1,013 as discussed below.

These sources of cash were offset by operating cash outflows of $5,861 and other expenditures of $193.

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

This represented savings of approximately $1,000.

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

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

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

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

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

Recurring costs for corporate administration and Mt Todd maintenance were most the Company’s operating cash outflows during 2023.

As part of its ongoing priority to reduce spending, recurring costs for 2023 were reduced to $5,400.

This represents a 9% reduction in recurring costs compared to 2022 and a 23% reduction from the Company’s planned annual expenditures prior to initiating its spending reduction program in early 2022.

Other operating cash expenditures during 2023 were approximately $400 for completion of an internal scoping level study and various other non-recurring projects at Mt Todd.

Additional details regarding 2023 financial results are presented in the “Results from Operations” section above and the preceding discussions in this section regarding operating activities, investing activities and financing activities.

For 2024, the Company estimates that recurring costs will be approximately $5,800.

This represents a slight increase over 2023 and largely results from the effects of general inflation, regulatory costs, and an increase in the size of the Company’s board of directors by one member.

Work plans at Mt Todd are expected to increase in 2024 as the Company carries out a 6,000-7,000 meter drilling program in the area immediately north of the Batman pit and undertakes other Mt Todd-related technical programs.

Overall, these activities are expected to include spending totaling approximately $3,100.

Management expects to fund its 2024 activities from existing cash and cash equivalents and anticipated additional proceeds from its grant of the Royalty on Mt Todd.

The Royalty Agreement is expected to provide total proceeds of $20,000.

Of this amount, $3,000 was received in December 2023 and $7,000 was received in February 2024.

The final installment of

$10,000 is to be received six months from the date of the first installment providing Vista Gold Australia has commenced a drilling program at Mt Todd and satisfied other customary conditions, representations, and warranties.

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

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

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

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

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

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

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

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

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

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

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

Other potential sources of cash inflows may include other equity issuances not covered by the ATM Program, monetization of Vista’s remaining non-core assets, which include a royalty interest in the U.S.

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

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

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

Considering current economic conditions and the Company’s ongoing initiatives, we believe 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, Mt Todd holding costs, and anticipated discretionary programs for at least one year from the date of issuance of this annual report on Form 10-K.

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

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

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

We seek to maintain adequate liquidity and minimize dilution as we advance our primary objective to maximize returns to our shareholders by preserving, enhancing and realizing value from Mt Todd.

Our funding strategy is to maintain a low expenditure profile, satisfy the remaining conditions to receive the remaining proceeds from the Royalty Agreement, realize value from our remaining non-core assets and, when considered appropriate, issue additional equity or find other means of financing.

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

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

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A feasibility study reduces the uncertainty around some assumptions to an acceptable level and is a primary source of evidence.

Stock-Based Compensation

Our stock plans include awards that vest based on performance criteria.

Stock-based compensation expense for these awards is estimated quarterly, including adjustments to previous recognized expense, based on anticipated achievement of performance criteria.

The quarterly estimated vesting percentage reflects management’s assessment of progress in accomplishing defined corporate objectives.

Upon vesting, current period expense is adjusted based on the actual achievement of performance criteria.

We have assets, hold interests, and conduct activities in several countries and are subject to their tax regimes.

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Since these measures do not incorporate revenues, changes in working capital and non-operating cash costs, they are not necessarily indicative of potential operating profit or loss, or cash flow from operations as determined in accordance with U.S.

GAAP measures associated with Cash Costs, All-in Sustaining Costs (“AISC”) and resulting per ounce and per tonne processed metrics are not, and are not intended to be, presentations in accordance with U.S.

GAAP measures associated with Cash Costs, All-in Sustaining Costs (“AISC”), initial capital requirements and resulting per ounce and per tonne processed metrics are not, and are not intended to be, presentations in accordance with U.S.

These metrics represent costs and unit-cost measures related to the Project.

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Other companies may calculate these measures differently.

Cash Costs, AISC and Respective Unit Cost Measures

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

Cash Costs, AISC, Initial Capital Requirements per Payable Ounce of Gold and Respective Unit Cost Measures

Cash Costs and AISC, initial capital requirements per payable ounce of gold and respective unit cost measures, are non-U.S.

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

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

The Company reports initial capital cost requirements per payable ounce of gold because this metric provides a standard measurement of initial capital efficiency.

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

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Other costs excluded from Cash Costs, and AISC include depreciation and amortization, income taxes, government royalties, financing charges, costs related to business combinations, asset acquisitions other than sustaining capital, and asset dispositions.

The following tables demonstrate the calculation of Cash Costs, AISC, and the respective unit-cost metrics for amounts presented in this report.

Initial capital requirements per payable ounce of gold consists of total initial capital requirements divided by the corresponding payable gold ounces.

The following tables demonstrate the calculation of Cash Costs, AISC, and the respective unit-cost metrics for amounts presented in this report in respect of Mt Todd.

Years 1-7 (1)

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AISC per ounce

Initial capital requirements

Initial capital requirements per payable ounce of gold

Years 1-7 (1)

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Refining Cost

Jawoyn Royalty

Per Payable Ounce:

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Refining Cost per ounce

Jawoyn Royalty per ounce

Royalties per ounce

Cash Cost per ounce

6 unchanged sentences

Refining Cost per tonne processed

Jawoyn Royalty per tonne processed

Royalties per tonne processed

Cash Cost per tonne processed

1 unchanged sentence

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

What changed 10-K

Item 7. Management’s Discussion and Analysis