What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-02-28 compared with 2024-03-14 · 117 added, 102 removed, 258 unchanged (46% of the section changed)

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Vista Gold Corp.

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

and its subsidiaries operate as a development-stage company in the gold mining industry.

Vista does not currently generate cash flows from mining operations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(“Wheaton”), in relation to Mt Todd.

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

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

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

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

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

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

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

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

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

This drilling program is a condition of the Royalty Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Our flagship asset is the Mt Todd Gold Project (“Mt Todd” or the “Project”), a ready-to-build development-stage gold deposit located in the Tier-1 jurisdiction of Northern Territory, Australia (the “NT”).

Mt Todd offers a large gold mineral reserve, development optionality, expansion opportunities, exploration upside, advanced local infrastructure, community support, and demonstrated economic feasibility.

We are positioning Mt Todd as a leading development opportunity within the gold sector.

Our strategy is to advance Mt Todd in ways that efficiently position the Project for development while exercising the discipline necessary to best realize value at the right time.

We expect continued strength in the gold price and believe that ready-to-build projects like Mt Todd are attractive development opportunities in the current environment of a strong gold market, diminishing major deposit discoveries, and depleting gold reserves.

The Project offers strategic optionality through development as a large or mid-scale project and has all major operating and environmental permits necessary to initiate development.

A feasibility study for Mt Todd was completed in 2022, with material project costs and economic returns updated in 2024 (the “Mt Todd FS”).

The Mt Todd FS demonstrates strong economics for development of a 50,000 tpd, nominally 17.5 million tpa, operation.

In view of the substantial investment required to develop Mt Todd as a large-scale project, we completed an internal scoping study in 2023 for an alternative 15,000 tpd operation, nominally 5.2 million tpa.

In 2024, we undertook additional internal assessments and trade-off studies to evaluate the economic potential for a range of processing and mining rates.

These assessments identified the 15,000 tpd operation as the optimal alternative scale project.

A project of this scale could reduce financing, development, and operating risks.

In December 2024, Vista commenced a new Mt Todd feasibility study (the “2025 FS”) that aims to increase the reserve grade to 1 g Au/t using a higher cut-off grade and reduce the initial capex by 60% to about $400 million while achieving average annual gold production ranging from 150,000 – 200,000 ounces from 15,000 tpd or 5.2 million tpa throughput.

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

The 2025 FS will leverage prior technical studies and the work completed for the Mt Todd FS, preserve the potential for future expansion, and demonstrate the opportunity for Mt Todd to deliver attractive economic returns.

The Company undertook a drilling program during 2024 with a total of 34 holes for 6,776 meters drilled.

The program was completed in December 2024 at a cost of $1,891.

Results of the program indicate the potential to increase gold mineral reserves in the Batman deposit and successfully delineated the South Cross Lode (“SXL”) over a 400-meter strike length.

These drill results, and those from the 2020-2022 drilling program, will be included in the block model for the updated Mt Todd mineral resources estimate and 2025 FS.

During Phase 1, a total of 11 holes were drilled in the northern end of the Batman deposit including several holes drilled outside the limits of blocks defined in the current mineral resource model.

This drilling, in conjunction with the 2020-2022

drilling program, provided information that extended the boundaries of the mineralization in the northern section of the Batman deposit.

Phase 1 drilling intercepted gold grades higher than estimated in the current block model and mineralization outside the limits of the current mineral resource envelope.

We expect Phase 1 drilling to result in an increase in mineral resources in the north end of the Batman deposit.

Additionally, we expect this drilling to result in the conversion of a portion of inferred mineral resources within the Mt Todd FS pit design to measured and indicated mineral resources.

During Phase 2, a total of 23 holes were drilled in the SXL, a narrower mineralized structure adjacent to the Batman deposit that extends to the northeast with a current strike length of approximately 400 meters.

Results from this drilling defined the mineralized boundaries of the SXL over the strike length drilled and intersected high-grade sub-structures in the lower portion of 13 holes.

The drill hole spacings are acceptable for the definition of measured and indicated mineral resources and are expected to support the expansion in the northeastern section of the mineral resource shell in the new mineral resource model being completed as part of the 2025 FS.

For more information on the Company’s 2024 drilling results, please refer to the Company’s 2024 and 2025 drilling news releases, available at www.sec.gov and under our profile at www.sedarplus.ca.

The Company’s 2024 and 2025 drilling news release are referenced for informational purposes only and are not incorporated by reference into this annual report on Form 10-K and should not be considered part of this or any other report filed with the SEC.

The Company continues to prioritize the efficient use of resources to advance Mt Todd.

Our funding strategy is to maintain adequate liquidity while minimizing share 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 and possible strategic opportunities as ways to enhance its liquidity and deliver shareholder value.

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 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) ;

● estimated proven and probable mineral reserves of 6.98 million ounces of gold (280 million tonnes at 0.77 g Au/t) using a gold price of $1,500 for the mineral 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 life of mine at an average cash cost of $913 per ounce (3) ;

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

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

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

● after-tax NPV 5% of $1.13 billion and internal rate of return (“IRR”) of 20.4% at a gold price of $1,800 per ounce and an AUD:USD exchange rate of 0.69.

(1) Note to investors:

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GAAP Financial Measures for additional disclosure.

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

After Vista completed the Mt Todd FS, the NT enacted the Mineral Royalties Act 2024 (“Royalties Act”) effective July 1, 2024.

The Royalties Act replaces the prior net profits royalty regime with an ad valorem royalty regime for new mines.

Under the Royalties Act, a 3.5% ad valorem royalty rate will be applied to gold production from Mt Todd.

This represents a nearly 50% reduction in payable NT royalties compared to the Mt Todd FS and should result in improved project economics.

Under the previous net profits royalty regime, our base case economic analysis at an $1,800 gold price estimated the payment of $765 million in NT royalties over the life of the mine.

The Mt Todd FS includes mineral resource and mineral reserve estimates pursuant to Item 1300 of Regulation 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 current market conditions at the time of the study.

In addition to the technical advancements of the Project in 2023 and 2024, 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.

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

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

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

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

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

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

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Each employee and visitor to our workplaces receives relevant orientation and is required to adhere to our established site health and safety protocols.

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

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

In addition, we comply with relevant policies and regulations enacted by regulatory agencies in the jurisdictions where we operate.

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

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

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

Employees are required to review the Code of Business Conduct and Ethics and acknowledge their understanding of the content and intent to comply on a periodic basis.

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

Periodically, our employees are required to review the Code of Business Conduct and Ethics and acknowledge their understanding of the content and intent to comply.

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

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

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

We cultivate a culture that is sensitive to the importance of diversity and inclusion in the workplace.

Environmental, Social, and Governance Responsibility

Vista is committed to implementing and continuing to improve business practices that are designed to mitigate environmental impacts of our operating activities, support the people and communities within our areas of influence, and appropriately manage the business affairs of our organization.

Vista is committed to implementing and continuing to improve business practices that are designed to minimize environmental impacts of our operating activities, support the people and communities within our areas of influence, and appropriately manage the business affairs of our organization.

We believe part of being a good corporate citizen requires a dedicated focus on how we affect the environment and fulfill our responsibilities to stakeholders.

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We have one reportable segment, consisting of acquisition, exploration and evaluation activities which are focused on Australia.

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

We reported no mining operating revenues during the years ended December 31, 2024 and 2023.

Additional segment-level disclosure is provided in Note 11 – Segment Information.

Geographic location of mineral properties and plant and equipment is provided in Note 3 – Mineral Properties and Note 4 – Plant and Equipment to our Consolidated Financial Statements under the section heading “Item 8.

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

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

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

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

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

Government Regulation

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In January 2018, the authorization required by the EPBC was approved by the Australia Department of the Environment and Energy.

We must comply with the terms of our Authority Certificate under the Northern Territory Aboriginal Sacred Sites Act 1989 which deals with the handling of archeological material and sacred sites.

We are also subject to statutory requirements under the Mining Management Act, which includes the requirement to receive authorization of an MMP before the start of mining operations.

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

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

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

We must comply with the terms of our Authority Certificate under the Northern Territory Aboriginal Sacred Sites Act 1989 which deals with the handling of archeological material

and sacred sites.

We are also subject to statutory requirements under the NT Mining Management Act, which includes the requirement to have a mining authorization before the start of mining operations.

The mining authorization is issued after the approval of the mining license.

It is the legal document that makes the mining license and any additional conditions binding for the project.

The Mt Todd Mining Management Plan (“MMP”) and associated mining authorization were approved by the Northern Territory Department of Industry, Tourism and Trade in June 2021.

As a result of recent changes to the Mining Management Act, all MMPs were converted to Deemed Mining Licenses in July 2024, and companies have four years to convert the Deemed Mining Licenses to Mining Licenses.

In the interim period, the Deemed Mining License ensures the same rights and obligations as determined in the MMP.

Environmental Regulation

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

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

2024 (to March 8, 2024)

dollars per troy ounce of gold over the past five years and during 2025 through February 20, 2025:

2025 (to February 20, 2025)

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

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To Imperial Measurement Units

Square kilometers ("Km 2 ")

Kilometers (or "Km")

Tonnes (or "t")

Grams (or "g")

Ounces (troy)

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The space between the pebbles is generally filled with smaller particles and/or a chemical cement that binds the rock together.

“ cut-off grade ” means the grade (i.e., the concentration of metal or mineral in rock) that determines whether mined mineralized material will be processed or considered waste.

“ cut-off grade ” means the grade (i.e., the concentration of metal or mineral in rock) that determines the destination of the material during mining.

For purposes of establishing prospects of economic extraction, the cut-off grade is the grade that distinguishes material deemed to have no economic value from material deemed to have economic value.

“ deposit ” is an informal term for an accumulation of mineralized material.

“ development stage issue r” is an issuer that is engaged in the preparation of mineral reserves for extraction on at least one material property.

“ development stage issuer ” is an issuer that is engaged in the preparation of mineral reserves for extraction on at least one material property.

“ development stage property ” is a property that has mineral reserves disclosed, pursuant to S-K 1300, but no material extraction.

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The results of a feasibility study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of a project.

The confidence level of a feasibility study is higher than that of a preliminary feasibility study.

The confidence level of a feasibility study is higher than that of a preliminary feasibility study, initial assessment, or scoping study.

“ g Au/t ” means grams of gold per tonne.

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Oxidation tends to make the rock more porous and permits a more complete permeation of cyanide solutions so that minute particles of gold in the interior of the minerals will be more readily dissolved.

“oz” or “ounce” means troy ounce and is equivalent to 31.10348 grams.

“ probable mineral reserves ” under S-K 1300 is the economically mineable part of an indicated and, in some cases, a measured mineral resource.

“ proven mineral reserves ” under S-K 1300 is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.

“ qualified person” or “QP” as defined under S-K 1300 is an individual who is:

“ qualified person” or “QP” as defined under S-K 1300 (as defined below) is an individual who is:

(1) a mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity that person is undertaking on behalf of the registrant;

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(iv) require or encourage continuing professional development;

(v) have and apply disciplinary powers, including the

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

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

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

“ qualified person ” or “ QP ” as defined under NI 43-101 means an individual who (1) is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or mining;

“ qualified person ” or “ QP ” as defined under NI 43-101 (as defined below) means an individual who (1) is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or mining;

(2) has at least five years of experience in mineral exploration, mine development or operation, or mineral project assessment or any combination of these that is relevant to his or her professional degree or area of practice;

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Both ore and waste may contain sulfide minerals.

“ tpa ” means tonnes per annum.

“ tpd ” means tonnes per day.

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Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves

We are subject to the reporting requirements of the Exchange Act and applicable Canadian securities laws, and as a result we report our mineral reserves and mineral resources according to two different standards.

purposes, mineral property disclosures are reported in accordance with S-K 1300 under the Exchange Act, while Canadian disclosures are reported in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

We are subject to the reporting requirements of the Exchange Act and applicable Canadian securities laws.

As a result, we report our mineral resources and mineral reserves according to two different standards.

purposes, mineral property disclosures are reported in accordance with S-K 1300 under the Exchange Act, while Canadian disclosures are reported in

accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but the standards embody slightly different approaches and definitions.

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Estimations of inferred resources involve far greater uncertainty as to their existence and economic viability than the estimations of other categories of resources;

therefore, it cannot be assumed that all or any part of inferred resources will

ever be upgraded to a higher category.

therefore, it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category.

Investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.

Note Regarding Forward-Looking Statement s

This annual report, including all exhibits hereto and any documents that are incorporated by reference as set forth on the face page under “Documents incorporated by reference”, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information under Canadian securities laws that are intended to be covered by the safe harbor created by such legislation.

This annual report on Form 10-K, including all exhibits hereto and any documents that are incorporated by reference as set forth on the face page under “Documents incorporated by reference”, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information under Canadian securities laws that are intended to be covered by the safe harbor created by such legislation.

All statements, other than statements of historical facts, included in this annual report on Form 10-K, our other filings with the SEC and Canadian securities commissions and in press releases and public statements by our officers or representatives that address activities, events, or developments that we expect or anticipate will or may occur in the future are forward-looking statements and forward-looking information, including, but not limited to, those listed below:

● the results of the Mt Todd FS and its related estimates and projections, including projected free cash flow, future exchange rates and commodity prices;

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

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

● Our expectation that continued strength in the gold price and belief that ready-to-build projects like Mt Todd are attractive development opportunities in the current environment of a strong gold market, diminishing major deposit discoveries, and depleting gold reserves;

● our belief that the 2025 FS will leverage prior technical studies and the work completed for the Mt Todd FS, preserve the potential for future expansion, and demonstrate the opportunity for Mt Todd to deliver attractive economic returns;

● our belief the Mt Todd can be positioned as a leading development opportunity within the gold sector;

● our belief that Mt Todd offers strategic optionality through development as a large or mid-scale project and has all major operating and environmental permits necessary to initiate development;

● our belief that the Mt Todd FS demonstrates strong economics for development of a 50,000 tpd operation;

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

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

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● estimates of mineral reserves and mineral resources;

● our intention to improve the value of our gold projects;

● the potential that development projects may lead to gold production or value-adding strategic transactions;

● our belief that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and regulations in all of the jurisdictions in which we operate and that our operations are conducted in material compliance with applicable laws and regulations;

● our belief that our investment of significant resources in water treatment and management, environmental, and social programs has benefited our relationships with the traditional landowners, local communities, and NT Government, creating a strong social license;

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

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

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

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

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

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

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

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

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

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

● our expectation that plus 5/8” high pressure grinding roll (“HPGR”) crusher product at Mt Todd is harder than the minus 5/8” crushed product and that the hardness of ore in the Batman deposit is relatively consistent;

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

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

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

● our belief that the 2024 drill results, and those from the 2020-2022 drilling program, will be included in the block model for the updated Mt Todd mineral resources estimate and 2025 FS and increase mineral resources in the north end of the Batman deposit;

● Our belief that Phase 1 drilling will result in the conversion of inferred mineral resources to measured and indicated mineral resources within the Mt Todd FS pit design, and that mineral reserves will be increased in the 2025 FS;

● our belief that the 3.5% ad valorem royalty regime applied to gold production from Mt Todd represents a nearly 50% reduction in payable royalties and results in improved project economics and shareholder returns when compared to our 2024 updated Mt Todd FS, which included NT royalties equivalent to nearly a 7% ad valorum rate;

● our belief that under the previous net profits royalty regime, our base case economic analysis at an $1,800 gold price estimated the payment of $765 million in NT royalties over the life of the mine;

● our expectation that the volume of water in the Batman Pit will not present any major issues when resuming operations;

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

● our estimate that for the 12-month period following December 31, 2024, the Company’s net recurring costs will be approximately $6,400, plus $3,200 related to work plans at Mt Todd;

● our expectation that we will incur expenditures of approximately $2,400 for Mt Todd site maintenance and environmental stewardship activities;

● our estimate that the outcome of the Mexico tax matter cannot be reasonably estimated at this time, and our estimate that the effect of a negative court ruling could create a potential liability of up to approximately $3,500 for income taxes, assessable interest, and penalties;

● our anticipation that the 2025 FS could increase the mineral reserve grade to approximately 1 gram gold per tonne and reduce the initial capex to approximately $400 million while achieving average annual gold production ranging from 150,000 to 200,000 ounces from 5.2 million tpa ore throughput;

● our expectation that existing infrastructure at Mt Todd will reduce initial capital expenditure and significantly reduce capital risk related to infrastructure construction;

Business and Industry

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

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

● the potential monetization of our non-core assets, including a royalty interest in the U.S.

and our used mill equipment which is for sale;

● our belief that our Working Capital as of December 31, 2024, together with interest income, other potential future sources of financing and sales of non-core assets, will be sufficient to fund our currently planned corporate expenses;

● our belief that the ATM Program (as defined below) will provide additional balance sheet flexibility at a potentially lower cost than other means of equity issuances;

● the potential monetization of our non-core assets, including royalty interests in the U.S.

and Canada, and our used mill equipment which is for sale;

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

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

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

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● the potential that future expenditures may be required for compliance with various laws and regulations governing the protection of the environment.

Forward-looking statements and forward-looking information have been based upon our current business and operating plans, as approved by the Board of Directors;

Forward-looking statements and forward-looking information have been based upon a number of estimates and assumptions including material estimates and assumptions related to our current business and operating plans, as approved by the Board of Directors;

our cash and other funding requirements and timing and sources thereof;

results of preliminary feasibility and feasibility studies, the accuracy of mineral resource and reserve estimates and assumptions on which they are based;

the results of economic assessments and exploration activities;

results of pre-feasibility and feasibility studies, mineral resource and reserve estimates;

initial assessments and exploration activities;

advancements of the Company’s required permitting processes;

our experience working with regulators;

current market conditions and project development plans.

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

These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements and forward-looking information.

These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different

from any results, performance or achievements expressed or implied by such forward-looking statements and forward-looking information.

These factors include risks such as:

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● feasibility study results and the accuracy of estimates and assumptions on which they are based;

● mineral resource and reserve estimates, the accuracy of such estimates and the accuracy of sampling and subsequent assays and geologic interpretations on which they are based;

● mineral resource and mineral reserve estimates, the accuracy of such estimates and the accuracy of sampling and subsequent assays and geologic interpretations on which they are based;

● technical and operational feasibility and the economic viability of deposits;

● our ability to raise sufficient capital on favorable terms or at all to meet the substantial capital investment at Mt Todd;

● our ability to obtain, renew or maintain the necessary licenses, authorizations and permits for Mt Todd, including its development plans and operating activities;

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● known and unknown environmental and reclamation liabilities, including reclamation requirements at Mt Todd;

● impacts of noncompliance with applicable laws, regulations, and standards for operating;

● potential challenges to the title to our mineral properties;

● events or changes in conditions may affect land use authorizations;

● opposition to construction or operation of Mt Todd;

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● volatility in our stock price and gold equities generally;

● our ability to raise sufficient capital on favorable terms or at all to meet the substantial capital investment at Mt Todd;

● our ability to obtain a development partner or other means of financing for Mt Todd on favorable terms, if at all;

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● intense competition in the mining industry;

● tax initiatives on domestic and international levels;

● potential changes in regulations of taxation initiatives;

● tax legislation, rulings, assessments, initiatives, or changes resulting therefrom on domestic and international levels;

● fluctuation in foreign currency values;

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

What changed 10-K

Item 1. Business