What changed in this filing

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Item 1A. Risk Factors

2025-02-28 compared with 2024-03-14 · 50 added, 43 removed, 214 unchanged (30% of the section changed)

16 unchanged sentences

Although we are not currently responsible for the reclamation of these historical disturbances, we will accept full responsibility for them if and when we make a decision to finance and construct the mine and provide notice to the NT Government of our intention to take over and assume the management, operation and rehabilitation of Mt Todd.

At such time, we will be required to provide a bond or other surety in a form and amount satisfactory to the NT Government that would cover the prospective expense to reclaim the Mt Todd property.

At such time, we will be required to provide a bond or other surety in a form and amount satisfactory to the NT Government that would cover the estimated cost to reclaim the Mt Todd property.

In addition, the regulatory authorities may increase reclamation and bonding requirements from time to time.

10 unchanged sentences

Capital and operating costs at mining operations are subject to variation due to a number of factors, such as changing ore grade, changing metallurgy, and revisions to mine plans in response to changing commodity prices, additional drilling results and updated geologic interpretations.

In addition, costs are affected by the cost of capital, tax and royalty regimes, trade tariffs, the global cost of mining and processing equipment, commodity prices, and foreign exchange rates, as well as the costs of fuel, electricity, operating supplies, and appropriately skilled labor.

In addition, costs are and may be affected by the cost of capital, tax and royalty regimes, other royalties, trade tariffs, the global cost of mining and processing equipment, commodity prices, and foreign exchange rates, as well as the costs of fuel, electricity, operating supplies, and appropriately skilled labor.

These costs are at times subject to volatile price movements, including increases that could make future development and production at Mt Todd less profitable or uneconomic.

1 unchanged sentence

We cannot be assured that we will have an adequate water supply for mining operations at Mt Todd.

Water at Mt Todd is expected to be provided from a freshwater reservoir that is fed by seasonal rains.

Insufficient rainfall, or drought-like conditions in the area feeding the reservoir could limit or extinguish this water supply.

Water at Mt Todd is expected to be provided from a freshwater reservoir that is fed by seasonal rainfall.

Insufficient rainfall, or drought-like conditions in the catchment area for the reservoir could limit or extinguish this water supply.

Sufficient water resources may not be available, resulting in curtailment or stoppage of operations until the water supply is replenished.

9 unchanged sentences

Our exploration and development interests are subject to evolving environmental regulations.

Our property and royalty interest are subject to environmental regulations.

Our property and royalty interests are subject to environmental regulations.

Environmental legislation is becoming more restrictive, with stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees.

6 unchanged sentences

We may have material undisclosed environmental liabilities of which we are not aware.

Vista has been engaged in gold exploration since 1983.

We have been engaged in gold exploration since 1983.

Since inception, the Company has been involved in numerous exploration projects in many jurisdictions.

1 unchanged sentence

We may not be aware of such claims against the Company until regulators provide notice thereof.

Consequently, we may have material undisclosed environmental responsibilities which could negatively affect our business prospects, results of operations, cash flows, financial condition, and corporate reputation.

There may be challenges to our title to mineral properties.

There may be challenges to our title to our mineral properties.

If there are title defects with respect to any of our properties, we may be required to compensate other persons or reduce or lose our interest in the affected property.

Consequently, we may have material undisclosed environmental responsibilities which

could negatively affect our business prospects, results of operations, cash flows, financial condition, and corporate reputation.

There may be challenges to our title to mineral properties and rights of use.

There may be challenges to our title to our mineral properties and rights of use.

If there are title defects or challenges to our rights to use such titles as intended with respect to any of our properties, we may be required to compensate other persons or reduce or lose our interest in the affected property.

In any such case, the investigation and resolution of title issues could divert Company resources from our core strategies.

12 unchanged sentences

We finance our business activities principally by issuing equity.

We have incurred losses in all annual periods since 1998, except for the years ended December 31, 2011, during which we recorded non-cash net gains, December 31, 2015 during which we recorded gains related to research and development refunds, and December 31, 2020 during which we monetized certain mineral property interests.

We expect to continue to

incur losses.

We have incurred losses in all annual periods since 1998, except for the years ended December 31, 2011, during which we recorded non-cash net gains, December 31, 2015 during which we recorded gains related to research and development refunds, December 31, 2020 during which we monetized certain mineral property interests, and December 31, 2024 when we recognized a gain associated with the grant of a royalty interest in mineral titles.

We expect to continue to incur losses.

We have no history of paying cash dividends and we do not expect to be able to pay cash dividends or to make any similar distribution of cash or other assets in the foreseeable future, if at all.

We depend on key personnel, the loss of which could have a material adverse effect on our business.

We are dependent on the services of key management personnel.

The loss of any of these key personnel, if not replaced, could have a material adverse effect on our business and operations.

Our future success will depend in part on our ability to identify, attract, engage, train and retain highly qualified personnel.

Competition for these individuals is intense, and we may not succeed in identifying, attracting, or retaining qualified personnel.

The loss or interruption of the services of any of our executive officers or other key employees, the inability to identify, attract, or retain qualified personnel in the future, the inability to successfully implement executive officer, key employee or other personnel transitions, delays in hiring qualified personnel could make it difficult for us to conduct and manage our business and meet key objectives, which could harm our business, financial condition, and operating results.

The loss of services from key personnel or a

limitation in their availability could materially and adversely impact our business, prospects, liquidity, financial condition and results of operations.

Further, such a loss could be negatively perceived in the capital markets.

A substantial or extended decline in gold prices would have a material adverse effect on the value of our assets and on our ability to raise capital and could result in lower than estimated economic returns.

23 unchanged sentences

These conditions could result in the acquisition of a control position, or attempted acquisition of a control position in the Company at what we believe to be less than fair value.

This could result in substantial costs to us and divert our management’s attention and resources.

This could result in substantial costs to us and divert management’s attention and resources.

A completed acquisition could result in realized losses for shareholders of the Company.

We expect to need additional financing in connection with the implementation of our business and strategic plans from time to time.

The exploration, construction, development and acquisition of mineral properties and the ongoing operation of our facilities requires a substantial amount of capital and may depend on our ability to obtain financing.

We may accordingly need additional capital in order to take advantage of further opportunities.

Our financial condition, general market conditions, volatile gold markets, volatile interest rates, a significant disruption to our business or operations, or other factors may make it difficult to secure financing.

Continued volatility in equity markets, specifically including energy and commodity markets, may increase the costs associated with equity financings and may create the potential need for us to offer higher discounts and other value (e.g., warrants).

We may be unable to raise additional capital on favorable terms, or at all.

21 unchanged sentences

Currency fluctuations may adversely affect our costs.

We have material property interests in Australia.

Our material property interests are in Australia.

Most costs in Australia are incurred in the local currency.

1 unchanged sentence

dollar effectively increases our cost of doing business.

This could have the effect of increasing the amount of capital required to continue to maintain, explore and develop Mt Todd, reducing the pace at which it is explored and developed, and/or cause activities to be suspended either temporarily or permanently.

The Company is possibly a “passive foreign investment company,” which would likely have adverse U.S.

This could have the effect of increasing the amount of capital and operating costs required to continue to maintain, explore and develop Mt Todd, reducing the pace at which it is explored and developed, and/or cause activities to be suspended either temporarily or permanently.

The Company believes it is possibly a “passive foreign investment company,” which would likely have adverse U.S.

federal income tax consequences for U.S.

shareholders.

shareholders of our Common Shares should be aware that the Company believes it is possible the Company may be classified as a passive foreign investment company (“PFIC”) up to and including the taxable year ended December 31, 2023, and based on current business plans and financial projections, management believes there is a possibility that the Company could be classified as a PFIC during the current taxable year.

shareholders of our Common Shares should be aware that the Company believes it is possible we may be classified as a passive foreign investment company (“PFIC”) up to and including the taxable year ended December 31, 2024, and based on current business plans and financial projections, management believes there is a possibility that the Company could be classified as a PFIC during the current taxable year.

If the Company is classified as a PFIC for any year during a U.S.

shareholder’s holding period, then such U.S.

shareholder generally will be required to treat any gain realized upon a disposition of Common Shares, or any so-called “excess distribution” received on their Common Shares, as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the shareholder makes a timely and effective “qualified electing fund” (“QEF Election”) or a “mark-to-market” election with respect to the Common Shares.

shareholder generally will be required to treat any gain realized upon a

disposition of Common Shares, or any so-called “excess distribution” received on their Common Shares, as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the shareholder makes a timely and effective “qualified electing fund” (“QEF Election”) or a “mark-to-market” election with respect to the Common Shares.

shareholder who makes a QEF Election generally must report on a current basis its share of the net capital gain and ordinary earnings for any year in which the Company is PFIC, whether or not the Company distributes any amounts to its shareholders.

7 unchanged sentences

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Certain U.S.

Federal Income Tax

Considerations for U.S.

Federal Income Tax Considerations for U.S.

Residents.” Each U.S.

3 unchanged sentences

Certain directors and officers may serve as directors and officers of other companies in the natural resources sector.

While there are no known existing or potential conflicts of interest between Vista and any of its directors or officers, certain of the directors and officers do or may serve as directors and officers of other natural resource companies and therefore it is possible that a conflict may arise between their duties as a director or officer of Vista and their duties as a director or officer of such other companies.

The directors and officers of Vista are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and disclosure of conflicts of interest.

While there are no known existing or potential conflicts of interest between Vista and any of its directors or officers, certain of the directors and officers do or may serve as directors and officers of other natural resource companies and therefore it is possible that a conflict may arise between their duties as a director or officer out Company and their duties as a director or officer of such other companies.

Our directors and officers are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and disclosure of conflicts of interest.

Should any director or officer breach the duties imposed upon them by applicable laws, such actions or inactions could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation.

8 unchanged sentences

Feasibility studies and other technical studies are estimates only and subject to uncertainty.

Feasibility studies, such as our Mt Todd FS, and other technical studies are used to estimate the economic viability of an ore deposit, as are preliminary feasibility studies, preliminary economic assessments, and scoping studies.

Feasibility studies, such as our Mt Todd FS and our anticipated 2025 FS, and other technical studies are used to estimate the economic viability of an ore deposit, as are preliminary feasibility studies, preliminary economic assessments, and scoping studies.

Feasibility studies are the most detailed studies and reflect higher levels of confidence in estimated production rates, and capital and operating costs.

1 unchanged sentence

Confidence levels for scoping studies may vary, but generally provide less confidence than preliminary economic assessments.

These thresholds reflect the levels of confidence that exist at the time the study is completed.

These thresholds reflect the levels of confidence that exist

at the time the study is completed.

Subsequent changes to metal prices, foreign exchange rates (if applicable), reclamation requirements, operating and capital costs, and other variables may cause actual results of economic viability to differ materially from these estimates.

Results of any subsequent Mt Todd feasibility study may be less favorable than the current Mt Todd FS.

Results of any subsequent Mt Todd feasibility study may be less favorable than the Mt Todd FS.

Mining companies are increasingly required to consider and provide benefits to the communities, regions, and countries in which they operate, and are subject to extensive environmental, health and safety laws and regulations.

As a result of public concern about the real or perceived detrimental effects of economic globalization, global climate impacts, and other adverse environmental effects resulting from the operation of extractive industries, businesses in general and the mining industry in particular face increasing public scrutiny of their activities.

These businesses are under pressure to demonstrate that as they seek to generate satisfactory returns on investment to shareholders, other stakeholders including employees, governments, Aboriginal peoples, communities surrounding operations, adjacent regions, and the countries in

which they operate, such constituencies benefit and will continue to benefit from their commercial activities.

The potential consequences of these pressures include reputational damage, delays, suspension of activities, legal claims, increased costs, increased social investment obligations, difficulty in acquiring permits, and increased taxes and royalties payable to governments and communities.

29 unchanged sentences

This type of litigation or other securities claims could result in substantial costs to us and divert our management’s attention and resources.

There may be limited liquidity for our Common Share warrants.

There is no market through which our outstanding Common Share warrants may be sold.

It is not possible to predict the price at which the warrants will trade in any secondary market or whether such market will be liquid or illiquid.

To the extent warrants are exercised, the number of warrants outstanding will decrease, resulting in diminished liquidity for such remaining outstanding warrants.

A decrease in the liquidity of the warrants may cause, in turn, an increase in the volatility associated with the price of the warrants.

To the extent that the warrants become illiquid, an investor may have to exercise such warrants to realize value.

Potential dilution.

Potential share dilution.

Our constating documents allow us to issue an unlimited number of Common Shares for such consideration and on such terms and conditions as shall be established by the Board of Directors, in many cases without the approval of shareholders.

9 unchanged sentences

We may experience cybersecurity breaches which may result in information theft, data corruption, operational disruption, disclosure of confidential business information, misdirected wire transfers, reputational harm, or financial loss.

Regular access to and security of information technology systems are critical to Vista’s operations.

To Vista’s knowledge, it has not experienced any material losses relating to disruptions to its information technology systems.

Vista has implemented policies, controls, and practices to manage and safeguard Vista and its stakeholders from internal and external cybersecurity threats and to comply with changing legal requirements and industry practice.

Regular access to and security of information technology systems are critical to our operations.

To our knowledge, the Company has not experienced any material losses relating to disruptions to its information technology systems.

We have implemented policies, controls, and practices to manage and safeguard our Company and stakeholders from internal and

external cybersecurity threats and to comply with changing legal requirements and industry practice.

Cyber risks cannot be fully mitigated, and these threats are continuing to evolve.

Therefore, Vista cannot assure that its information technology systems are fully protected from cybercrime or that the systems will not be inadvertently compromised, or without failures or defects.

Potential disruptions to Vista’s information technology systems, including, without limitation, security breaches, power loss, theft, computer viruses, cyber-attacks, natural disasters, and noncompliance by third party service providers and inadequate levels of cybersecurity expertise and safeguards of third party information technology service providers, may adversely affect the operations of Vista as well as present significant costs and risks including, without limitation, loss or disclosure of confidential, proprietary, personal or sensitive information and third party data, material adverse effect on its financial performance, compliance with its contractual obligations, compliance with applicable laws,

damaged reputation, remediation costs, potential litigation, regulatory enforcement proceedings and heightened regulatory scrutiny.

Therefore, we cannot assure that its information technology systems are fully protected from cybercrime or that the systems will not be inadvertently compromised, or without failures or defects.

Potential disruptions to our information technology systems, including, without limitation, security breaches, power loss, theft, computer viruses, cyber-attacks, natural disasters, and noncompliance by third party service providers and inadequate levels of cybersecurity expertise and safeguards of third party information technology service providers, may adversely affect our operations as well as present significant costs and risks including, without limitation, loss or disclosure of confidential, proprietary, personal or sensitive information and third party data, material adverse effect on its financial performance, compliance with its contractual obligations, compliance with applicable laws, damaged reputation, remediation costs, potential litigation, regulatory enforcement proceedings and heightened regulatory scrutiny.

We are subject to anti-bribery and anti-corruption laws.

14 unchanged sentences

As legislation continues to develop and cyber incidents continue to evolve, we will likely be required to expend significant resources to continue to modify or enhance our protective measures to comply with such legislation and to detect, investigate and remediate vulnerabilities to cyber incidents that relate to data privacy.

Any failure by us, or a company we acquire, to comply with such laws and regulations could result in reputational harm, loss of goodwill, penalties, liabilities, remediation costs, or mandated changes in our business practices.

Each has the potential to materially impact our financial condition.

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 1A. Risk Factors