What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-03-14 compared with 2023-02-23 · 124 added, 133 removed, 321 unchanged (44% of the section changed)

3 unchanged sentences

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

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

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

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

Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Projections of any evaluation of effectiveness to future periods are also subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting at December 31, 2023.

3 unchanged sentences

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

Opinion on the consolidated Financial Statements

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

(the “Company”), as of December 31, 2023, and the related consolidated statements of income/(loss), shareholders’ equity, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Vista Gold Corp.

as of December 31, 2023, and the results of its operations and its cash flows for the years ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We have determined that there are no critical audit matters.

We have served as the Company’s auditor since 2023.

/s/ Davidson & Company LLP

Vancouver, Canada

Chartered Professional Accountants

March 14, 2024

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

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

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

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

We have audited the accompanying balance sheet of Vista Gold Corp.

(the “Company”) as of December 31, 2022, the related statement of income, comprehensive income, stockholders' equity, and cash flows for year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

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

Basis for Opinion

3 unchanged sentences

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

2 unchanged sentences

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

1 unchanged sentence

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

Critical Audit Matters

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

We determined that there are no critical audit matters.

We determined there are no critical audit matters.

/s/ PLANTE & MORAN, PLLC

We have served as the Company’s auditor since 2014.

We served as the Company’s auditor from 2014 to 2022.

Denver, Colorado

6 unchanged sentences

Cash and cash equivalents

Short-term investments (Note 3)

Other current assets

3 unchanged sentences

Plant and equipment, net (Note 4)

Right-of-use assets

Other non-current assets

Total non-current assets

2 unchanged sentences

Accounts payable

Accrued liabilities and other

Deferred option gain (Note 4)

Accrued liabilities and other (Note 5)

Total current liabilities

Non-current liabilities:

Provision for environmental liability (Note 7)

Deferred gain on grant of royalty (Note 6)

Other liabilities

17 unchanged sentences

Operating income/(expense):

Gain on disposal of mineral property interests (Note 4)

Gain on disposal of mineral property interests

Exploration, property evaluation and holding costs

1 unchanged sentence

Depreciation and amortization

Write-down of plant and equipment (Note 5)

Total operating expense

Total operating expense, net

Non-operating income:

Gain on other investments

Interest income

Other income/(expense)

Total non-operating income

11 unchanged sentences

Balances at January 1, 2022

Shares issued, net of offering costs (Note 6)

Shares issued, net of offering costs

Shares issued (RSUs vested, net of shares withheld)

Stock-based compensation (Note 6)

Stock-based compensation

Balances at December 31, 2022

Balances at January 1, 2023

Shares issued, net of offering costs (Note 6)

Shares issued, net of offering costs

Shares issued (RSUs vested, net of shares withheld)

Stock-based compensation (Note 6)

Shares issued (DSUs vested)

Stock-based compensation

Balances at December 31, 2023

10 unchanged sentences

Gain on disposal of mineral property interests, net

Write-down of plant and equipment

Gain on other investments

Reduction of provision for environmental liability

4 unchanged sentences

Cash flows from investing activities:

Proceeds from sales of marketable securities

Maturities of short-term investments, net

Additions to plant and equipment

Proceeds from option/sale agreements, net

Proceeds from grant of royalty interest

Proceeds from disposition of royalty interest, net

Net cash provided by investing activities

3 unchanged sentences

Net cash provided by/(used in) financing activities

Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

Supplemental cash flow information (Note 9)

6 unchanged sentences

Vista Gold Corp.

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

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

and its subsidiaries operate in the gold mining industry.

We are focused on acquisition, exploration and advancement of gold exploration and potential development projects, which may lead to gold production or value-adding strategic transactions such as 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.

We do not currently generate recurring positive cash flows from mining operations.

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

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

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

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

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

In March 2024, we completed an updated feasibility study for Mt Todd and are evaluating alternative development strategies, including a staged development approach.

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

8 unchanged sentences

The more significant areas requiring the use of management estimates and assumptions are:

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

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

valuation allowances for deferred tax assets;

2 unchanged sentences

Management based its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.

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

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

Cash and Cash Equivalents

10 unchanged sentences

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

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

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

After acquisition of a mineral property, associated exploration and evaluation costs are expensed as incurred until mineral reserves reported in accordance with Item 1300 of Regulation S-K under the Securities Exchange Act of 1934, as amended, are established and the Company deems development activities to have commenced.

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

3 unchanged sentences

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

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

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

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

Thereafter, any additional proceeds received are recognized as a contract liability (deferred option gain) until control has transferred to the buyer and substantial obligations of the Company have been met, or the related contract terminates.

Gains on disposal and grant of royalty interests are recognized in operating income when the Company has completed its significant obligations.

We assess the carrying value of mineral properties for impairment whenever information or circumstances indicate the potential for impairment.

This would include events and circumstances such as our inability to obtain all the necessary permits, changes in the legal status of our mineral properties, government actions, the results of exploration activities and technical evaluations, and changes in economic conditions, including the price of gold and other commodities or input prices.

Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted basis.

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

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

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

4 unchanged sentences

The fair value of option grants is calculated using the Black-Scholes option pricing model.

The fair value of restricted and deferred share units is based on the closing price of

our Common Shares on the grant date, or, in certain cases, amounts determined by a Brownian motion pricing model.

The fair value of restricted and deferred share units is based on the closing price of our Common Shares on the grant date, or, in certain cases, amounts determined by a Brownian motion pricing model.

The expense is based on the fair value of the grant on the grant date and is recognized over the vesting period specified for each grant.

Forfeitures of unvested awards for all stock-based compensation result in expense reversal upon forfeiture.

Accounting for Income Taxes

We account for income taxes by recognizing deferred tax assets and liabilities for differences between the financial statement and tax bases of assets and liabilities at enacted tax rates in effect for the year in which the differences are expected to reverse.

Changes in enacted tax rates are recognized in the period that includes the enactment date.

Valuation allowances are recorded to reduce deferred tax assets to net amounts estimated to be more likely than not of being realized.

The Company evaluates its income tax positions and recognizes a liability for uncertain tax positions that are not more likely than not to be sustained by tax authorities.

If the Company were to determine that uncertain tax positions meet the criteria for recognition, an estimated liability and related interest and penalties would be recognized as income tax expense.

Fair Value of Financial Instruments

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

Our financial instruments include cash and cash equivalents, accounts payable, and certain other current assets and liabilities.

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

Recent Accounting Pronouncements

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

Other Investments

Short-term investments

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

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

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

Other investments

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

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

The transaction closed on October 6, 2021, resulting in Vista receiving $ 339 upon tendering its Nusantara Resources shares.

Investments in marketable securities are recorded at fair value in the Consolidated Balance Sheets.

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

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

December 31, 2022

December 31, 2021

Fair value at beginning of period

Nusantara Resources shares sold

Realized gain

Fair value at end of period

In November 2023, the Financial Accounting Standards Board issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASC 280”), that enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280.

ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker uses to assess segment performance and to make decisions about resource allocations.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments in ASU 2023-07 are applied retrospectively to all prior periods presented in the financial statements.

The Company has only one segment and has not previously reported segment information but may be required to do so under ASU 2023-07.

The Company is currently assessing the impact of adopting ASU 2023-07 on the consolidated financial statements and related disclosures.

Mineral Properties

4 unchanged sentences

Mt Todd, Australia

Guadalupe de los Reyes, Sinaloa, Mexico

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

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

Prime Mining paid $ 1,100 in

January 2021 and $ 1,000 in June 2021.

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

Awak Mas, Sulawesi, Indonesia

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

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

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

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

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

Plant and Equipment

4 unchanged sentences

Used mill equipment, Canada

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

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

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

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

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

Other Current Liabilities

The following table sets forth the Company’s accrued liabilities and other at December 31, 2023 and December 31, 2022:

At December 31, 2023

At December 31, 2022

Accrued accounts payable

Accrued employee compensation and benefits

Deferred Gain on Grant of Royalty

On December 13, 2023, Vista Gold Australia Pty.

(“Vista Gold Australia”), a wholly owned subsidiary of the Company, 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, Wheaton agreed to provide Vista with $ 20,000 of cash to advance Mt Todd and for general corporate purposes, excluding direct expenditures for any project other than Mt Todd.

The Royalty is at a rate of 1 % of gross revenue from the Project if the completion objectives for the Project are achieved by April 1, 2028.

Beginning April 1, 2028, if the completion objectives for the Project are not achieved, the Royalty shall increase annually at a rate of up to 0.13 % to a maximum Royalty rate of 2 % .

Any annual increases beginning April 1, 2028 shall be reduced on a pro rata basis to the extent that Mt Todd has initiated operations but has yet to achieve a completion test at an average daily processing rate of 15,000 tonnes per day.

The Royalty rate, the annual increase percentage, and maximum Royalty rate can each be reduced by one-third upon the occurrence of one of the following events:

(i) a change of control of Vista Gold Australia occurs prior to April 1, 2028 and Vista Gold Australia provides timely notice and payment to Wheaton of certain amounts;

or (ii) payment to Wheaton of the applicable Royalty associated with Vista Gold Australia delivering 3.47 million gold ounces to a third party.

The Royalty is payable on production from both the Mt Todd mining and exploration licenses.

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

The Royalty Agreement provides for Vista Gold Australia to receive a total of $ 20,000 in three installments.

The first installment of $ 3,000 was received in December 2023.

This amount was recorded as a deferred gain on grant of royalty as of December 31, 2023.

The second instalment of $ 7,000 was received from Wheaton after having received approval from the Australian government Foreign Investment Review Board, registration of a secured interest in favor of Wheaton, and satisfaction of other conditions.

The secured interest provides for, among other things, a mortgage on the mineral tenements that comprise Mt Todd.

The final installment of $ 10,000 is to be received six months from the date of the first installment provided that Vista Gold Australia has commenced a 6,000 -meter drilling program at Mt Todd and satisfied customary conditions, representations, and warranties.

Common Shares

Equity Financing

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

The stock issuance costs associated with the 2021 Offering were $ 1,177 .

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

A total of 7,408,101 Warrants were issued, including 920,454 Warrants purchased by the underwriters pursuant to an overallotment option and 351,282 broker Warrants issued to the underwriters as compensation.

Each Warrant entitles the holder thereof to purchase one Common Share at a price of $ 1.25 per Common Share (subject to adjustment in certain circumstances) and is exercisable for a period of 36 months from the closing of the 2021 Offering.

The Warrants, which are classified as equity, had an aggregate relative fair value of $ 1,991 upon the issuance thereof on the closing date.

The relative fair value of Warrants was estimated at the grant date using the Black-Scholes option pricing model using the following assumptions:

1) expected volatility of 70.6 % , 2) risk-free rate of 0.43 % , 3) contractual term of 3 years, and 4) stock price on the closing date of $ 0.89 per Common Share.

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

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

Wainwright & Co., LLC (“Wainwright”), under which the Company has the right, but was not obligated, to issue and sell Common Shares through

Wainwright for aggregate sales proceeds of up to $ 10,000 (the “ATM Program”).

Wainwright & Co., LLC (“Wainwright”), under which the Company has the right, but was not obligated, to issue and sell Common Shares through Wainwright for aggregate sales proceeds of up to $ 10,000 (the “ATM Program”).

No securities can be offered in Canada under the ATM Agreement.

1 unchanged sentence

During the year ended December 31, 2023 the Company sold 1,710,068 Common Shares for net proceeds of $ 1,013 under the ATM Program.

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

During the year ended December 31, 2022 the Company sold 401,884 Common Shares for net proceeds

of $ 244 under the ATM Program.

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

1 unchanged sentence

During the years ended December 31, 2023 and 2022, we issued 412,548 and 889,762 Common Shares, respectively, in connection with vesting of restricted share units (“RSUs”).

During the year ended December 31, 2023, we issued 485,000 Common Shares in exchange for deferred share units (“DSUs”) held by directors of the Company who retired in 2023.

Warrant activity is summarized in the following table.

Intrinsic value is the aggregate value of warrants that were in the money at the end of the period.

The warrants are subject to standard anti-dilution provisions.

The warrants were issued as part of a July 2021 public offering and are subject to standard anti-dilution provisions.

Exercise Price

5 unchanged sentences

The Company’s stock-based compensation plans include:

RSUs currently outstanding under the Company’s long-term equity incentive plan (“LTIP”), deferred share units (“DSUs”) issuable pursuant to the Company’s deferred share unit plan (“DSU Plan”) and stock options (“Stock Options”) issuable under the Company’s stock option plan (the “Plan”).

RSUs currently outstanding under the Company’s long-term equity incentive plan (“LTIP”), DSUs issuable pursuant to the Company’s deferred share unit plan (“DSU Plan”) and stock options (“Stock Options”) issuable under the Company’s stock option plan.

Stock-based compensation may be issued to our directors, officers, employees and consultants.

The maximum number of Common Shares that may be reserved for issuance under the combined stock-based compensation plans is a variable number equal to 10 % of the issued and outstanding Common Shares on a non-diluted basis at any one time.

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

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

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

Stock-based compensation expense for the years ended December 31, 2023 and 2022 was:

Year Ended December 31,

Stock Options

Phantom units

As of December 31, 2023, unrecognized compensation expense for RSUs was $ 293 , which is expected to be recognized over a weighted average period of 1.2 years.

21 unchanged sentences

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

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

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

During the year ended December 31, 2023, the Board of Directors granted 420,000 DSUs and the Company recognized $ 244 of DSU expense.

During the year ended December 31, 2022, the Board of Directors granted 324,000 DSUs and the Company recognized $ 272 of DSU expense.

The following table summarizes DSU activity:

4 unchanged sentences

Outstanding - December 31, 2022

Shares issued to participants

Outstanding - December 31, 2023

9 unchanged sentences

Exercisable - December 31, 2023

The following table summarizes unvested option activity:

Unvested - December 31, 2020

Unvested - December 31, 2021

Unvested - December 31, 2022

Phantom Units

The value of each phantom unit is equal to the Company’s share price on the vesting date and is payable in cash.

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

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

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

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

A summary of unvested phantom units is set forth in the following table:

Weighted Average

Phantom Units

Unvested - December 31, 2020

Unvested - December 31, 2021

Unvested - December 31, 2022

Weighted Average Common Shares

3 unchanged sentences

Diluted Common Shares

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

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

Unvested RSUs representing 1,886,674 Common Shares, Stock Options to purchase 400,000 Common Shares, warrants to purchase 7,408,101 Common Shares, and vested DSUs representing 1,189,000 unissued Common Shares were outstanding at December 31, 2023 but were not included in the computation of diluted weighted average Common Shares outstanding because their effect would have been anti-dilutive.

Commitments and Contingencies

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

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

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

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

1 unchanged sentence

The combined GPR range is 1.125 % to 3.0 %.

Mt Todd is also subject to the Royalty Agreement with Wheaton;

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

37 unchanged sentences

Excess tax basis over book basis of property, plant and equipment

Marketable securities

Operating loss carryforwards

4 unchanged sentences

Unrealized foreign exchange gain/loss

Environmental liability

Offering costs

11 unchanged sentences

The Company’s tax loss carryforwards expire as follows:

loss carryforwards for tax years beginning in 2018 through 2022 of $ 2,401 , Canadian capital loss carryforwards of $ 106,623 and Australian NOLs of $ 63,810 , which do not expire, are not included in the previous table.

Accounting for Uncertainty in Taxes

Accounting Standards Codification Topic 740 (“ASC 740”) requires the Company to evaluate its income tax positions and recognize a liability for uncertain tax positions that are not more likely than not to be sustained by tax authorities.

As of December 31, 2022 and 2021, the Company believes it had no income tax uncertainties that required recognition of a liability.

If the Company were to determine that uncertain tax positions meet the criteria of ASC 740, an estimated liability and related interest and penalties would be recognized as income tax expense.

loss carryforwards for tax years beginning in 2018 through 2022 of $ 2,372 , Canadian capital loss carryforwards of $ 106,623 and Australian net operating losses of $ 66,759 , which do not expire, are not included in the previous table.

Tax Statute of Limitations

7 unchanged sentences

Geographic and Segment Information

The Company has one reportable operating segment, consisting of evaluation, acquisition, and exploration activities.

We evaluate, acquire, explore and advance gold exploration and potential development projects, which may lead to gold production or value adding strategic transactions.

The Company has one reportable operating segment, consisting of advancement and development of Mt Todd, which may lead to gold production or value-adding strategic transactions.

These activities are currently focused principally in Australia.

2 unchanged sentences

Subsequent Events

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

On February 27, 2024, the Company received the second instalment of $ 7,000 from Wheaton under the Royalty Agreement after having received approval from the Australian government Foreign Investment Review Board, registration of a secured interest in favor of Wheaton, and satisfaction of other conditions.

The secured interest provides for, among other things, a mortgage on the mineral tenements that comprise Mt Todd.

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

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data