What changed in this filing

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Item 2. Properties

2025-02-28 compared with 2024-03-14 · 98 added, 102 removed, 633 unchanged (24% of the section changed)

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Qualified Persons

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

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

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

The scientific and technical disclosures about Mt Todd in this annual report on Form 10-K have been reviewed and approved by Maria Vallejo Garcia, Vista’s Director of Projects and Technical Services, and a designated qualified person (or “QP”) as defined by S-K 1300 and NI 43-101.

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

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Technical Report Summary

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

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

The Mt Todd FS is the technical report summary, prepared pursuant to S-K 1300, is attached as an exhibit to this Annual Report on Form 10-K and is entitled “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 and an issue date of March 14, 2024.

A companion feasibility study for Canadian purposes, pursuant to NI 43-101, was filed on SEDAR+ on April 16, 2024 and is entitled “NI 43-101 Technical Report – Mt Todd Gold Project – 50,000 tpd Feasibility Study – Northern Territory, Australia”, with an effective date of March 12, 2024.

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

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and Keith Thompson, CPG, member AIPG, each of whom is a qualified person under S-K 1300 and NI 43-101.

The following description of Mt Todd has been derived, in part, from the Mt Todd FS and readers should consult the Mt Todd FS to obtain further particulars regarding Mt Todd.

The Mt Todd FS is available for review at www.sec.gov and under our profile at www.sedar.com.

The following description of Mt Todd has been derived, in part, from the Mt Todd FS.

Readers should consult the Mt Todd FS to obtain further particulars regarding Mt Todd.

The Mt Todd FS is available for review at www.sec.gov and under our profile at www.sedarplus.com.

The Mt Todd FS is not incorporated by reference into this annual report on Form 10-K.

Certain capitalized terms in this section not otherwise defined have the meanings ascribed to them in the Mt Todd FS.

Certain capitalized terms in this section not otherwise defined herein have the meanings ascribed to them in the Mt Todd FS.

Project Location and Access

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Project Stage

The Mt Todd gold project is a development stage property with proven and probable mineral reserves.

The Project is a development stage property with proven and probable mineral reserves.

Feasibility Study Results

The Mt Todd FS evaluates a 50,000 tpd project (“50,000 tpd Project”) that optimizes payable gold, capital efficiency, operating costs and net present value (“NPV”).

The 50,000 tpd Project highlights include:

● estimated proven and probable mineral reserves of 6.98 million ounces of gold (280 Mt at 0.77 g Au/t) using a gold price of $1,500 for the reserve estimate and a cut-off grade of 0.35 g Au/t (1)(2) ;

● average annual production of 395,000 ounces of gold over the 16-year mine life, including average annual production of 479,000 ounces of gold per year during the first seven years of operations following commissioning and ramp-up;

The Mt Todd FS evaluates a 50,000 tpd project that optimizes payable gold, capital efficiency, operating costs and net present value (“NPV”).

The Mt Todd FS highlights include:

● 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 per ounce for the reserves 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, including average annual production of 479,000 ounces of gold per year during the first seven years of operations following commissioning and ramp-up;

● life of mine average cash costs of $913 per ounce, including average cash costs of $845 per ounce during the first seven years of operations following commissioning and ramp-up (3) ;

● a 16-year operating life;

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

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

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

(1) Note to investors:

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GAAP Financial Measures for additional disclosure.

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

Key statistics of the Mt Todd FS are presented in the table below:

Years 1-7 (1)

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Average Plant Feed Grade (g Au/t) (3)

Average Annual Gold Production (koz)

Payable Gold Total (koz)

Average Annual Gold Production (kozs)

Payable Gold Total (kozs)

Average Recovery (%)

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After-tax Payback (years)

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

Table economics presented using $1,800/oz gold and an AUD:USD exchange rate of 0.69.

(1) Years 1-7 start after the 6-month commissioning and ramp up period.

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GAAP Financial Measures for additional disclosure.

The following chart presents the 50,000 tpd Project annual cash flow using $1,800/oz gold and an A$1.00:$0.69 exchange rate:

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

The following chart presents the Mt Todd FS annual after-tax cash flows using $1,800/oz gold and an AUD:USD exchange rate of 0.69:

The following table provides additional details of the Mt Todd FS economics at variable gold price per ounce and foreign exchange assumptions:

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

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† Reflects the assumptions used for the economic analysis in the Mt Todd FS.

Key capital expenditures for the 50,000 tpd Project initial and sustaining capital requirements are:

Capital Expenditures ($ Millions, except per ounce amount)

Key capital expenditures for the Mt Todd FS initial and sustaining capital requirements are:

Capital Expenditures ($ Millions, except per ounce amounts)

Process Plant

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GAAP Financial Measures for additional disclosure.

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

The study assumes the equipment will be sold when retired from operations, at an estimated salvage value of $24 million.

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

The study assumes the mining equipment will be sold when retired from operations, at an estimated salvage value of $24 million.

Fleet operators, along with other employees, are expected to be community based, providing benefits by lower camp-related capital and operating costs.

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The Mt Todd FS utilizes the efficiency of ore sorting across a broad range of head grades, the natural concentration of gold in the screen undersize material prior to sorting, the efficiency of fine grinding and the resulting improved gold recoveries at a final grind size of P 80 40 µm, and the selection of FLSmidth’s VXP mill (“VXP Mills”) as the preferred fine grinding mill.

The 50,000 tpd Project incorporates purchasing electrical power from a third-party.

The power plant will be owned, operated, and provide power to the Project on a dedicated contract.

The following table presents a breakdown of 50,000 tpd Project operating costs.

The Mt Todd FS incorporates purchasing electrical power from a third-party.

The power plant will be third-party owned and operated by a power generating company, and will provide power to the Project on a dedicated contract.

The following table presents a breakdown of Mt Todd FS operating costs.

Operating Cost

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Table may not add to total due to rounding

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

$0.69 exchange rate.

(1) Royalties (as defined below) and refining costs calculated at $1,800 per ounce gold and an AUD:USD exchange rate of 0.69.

(2) Total Cash Costs is a non-U.S.

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In November 2020, we modified our agreement with the Jawoyn Association.

The modified agreement provides the Jawoyn Association with a gross proceeds royalty (“GPR”) ranging between 0.125% and 2.0%, depending on prevailing gold prices and foreign exchange rates, instead of its previous right to become a 10% participating joint venture partner in Mt Todd (“Jawoyn Royalty”).

The modified agreement did not affect the previously agreed 1.0% GPR.

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

The combined royalty (“Jawoyn Royalty”) range is now from 1.125% to 3.0% and is reflected in the table above.

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

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

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

comprise the Royalties in the Mt Todd FS.

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

Total recovered gold is expected to be 6.31 million ounces.

Average annual gold production over the life of the Project is expected to be 395,000 ounces, which includes averaging 479,000 ounces during the first seven years of commercial operations.

Average annual gold production over the life of mine is expected to be 395,000 ounces, which includes averaging 479,000 ounces during the first seven years of commercial operations.

Commercial operations are anticipated to begin after two years of construction and a six-month commissioning and ramp-up period.

The following table summarizes the production schedule.

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

The shaded portion of the table presents the impact of ore sorting.

Ore sorting reduces the tonnage processed through the grinding, leaching and tailings handling areas by approximately 10% with a contained gold loss of approximately 1.3%.

This results in an increase in the post-sorting processed grade of approximately 8.0%.

The effects of reducing post-sorting tonnes and increasing grade results in capital and operating cost savings in the grinding, leaching and tailings handling areas.

Pit Ore Mined (kt)

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There was no change in mineral resource estimates as of December 31, 2024 compared to December 31, 2023 as the same material assumptions and criteria were determined to continue to apply to the mineral resource estimates and there was no conversion of mineral resources into mineral reserves in the fiscal year ending December 31, 2024.

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

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

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

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

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

● Batman pit optimization and design are based on a gold price of US$1500 per ounce of gold with an elevated cutoff grade of 0.35 g Au/t.

● Batman deposit Proven and Probable mineral reserves are reported with a net smelter return royalty based on a gold price of $1,800 per ounce of gold.

Deepak Malhotra is the QP responsible for reporting the Heap Leach Pad mineral reserves.

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Risk Factors.”

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

There was no change in mineral reserve estimates as of December 31, 2024 compared to December 31, 2023 as the same material assumptions and criteria were determined to continue to apply to the mineral reserve estimates and there was no depletion of mineral reserves in the fiscal year ending December 31, 2024 as Mt.

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

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

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

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

A map showing the location of the mineral licenses (“MLs”) and exploration licenses (“ELs”) and a table with a list of MLs and ELs and the holding requirements are set out below.

A map showing the location of the mineral licenses (“MLs”) and exploration licenses (“ELs”) is set out above under the section heading “Project Location and Access.” A table listing the MLs and ELs and the required annual rents and holding fees is set out below.

All of the estimated mineral reserves and resources are located within the boundaries of the MLs and substantially all of the estimated mineral reserves and resources at Mt Todd are located in the Batman deposit.

The Batman and Quigleys deposits are located within the MLs.

Should a deposit be discovered on the ELs, the portion of the related EL would have to be converted to an ML before mining operations could start.

Should a deposit be discovered on the ELs, that portion of the related EL would have to be converted to an ML before mining operations could start.

Mt Todd Land Holdings of Vista Gold Australia

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Vista has a private agreement with the Jawoyn Association for access to the land.

Annually, we are required to submit a care and maintenance MMP to the DITT that details work to be done on the property.

Annually, we are required to submit an MMP (now called a Deemed Mining License) for care and maintenance that details work to be done on the property.

We have received approval for all work done on the Project to date and obtained approval for the EIS.

We received our operational MMP in June 2021, which is the operating permit that sets out how mine operating strategy will be implemented throughout the mine life in compliance with the EIS and EPBC requirements.

The MMP is in the process of being amended to align with the design changes in the Mt Todd FS.

We received our operational MMP in June 2021, which was changed to a Deemed Mining License in July, 2024.

This authorization is the operating permit that sets out how the mine operating strategy will be implemented throughout the life of mine in compliance with the EIS and EPBC requirements.

The remaining permitting processes are relatively straight-forward and are not expected to impede, to a material extent, our exploration and future development plans.

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● current electrical connection to the NT electric grid.

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

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

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

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● rail line parallel to the Stuart highway;

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

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

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

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● communications;

● expanded existing and additional tailings storage facility.

● expanded existing and additional tailings storage facilities.

Geological Setting, Mineralization, and Deposit Type

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Within the Mt Todd region, the oldest outcropping rocks are assigned to the Burrell Creek Formation.

These rocks consist primarily of interbedded greywackes, siltstones, and shales of turbidite affinity, which are interspersed with minor volcanics.

Burrell Creek Formation is overlain by interbedded greywackes, mudstones, tuffs, minor conglomerates, mafic to intermediate volcanics and banded ironstone of the Tollis Formation.

These rocks consist primarily of

interbedded greywackes, siltstones, and shales of turbidite affinity, which are interspersed with minor volcanics.

The Burrell Creek Formation is overlain by interbedded greywackes, mudstones, tuffs, minor conglomerates, mafic to intermediate volcanics and banded ironstone of the Tollis Formation.

The Burrell Creek Formation and Tollis Formation comprise the Finniss River Group.

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Backhoe trenching, costeaning, and ground follow-up were the favored mode of exploration.

Two diamond drillholes were drilled at Quigleys.

diamond drillholes were drilled at Quigleys.

Despite determining that the gold potential of the reefs in the area was promising, AOM ceased work around Mt Todd.

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

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

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

in November of that year.

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

The treatment rate was subsequently expanded to a rate of 6 Mtpy in late 1994.

The Phase I project was predicated upon a 4 million tpa heap leach plant, which came on stream in late 1993.

The treatment rate was subsequently expanded to a rate of 6 million tpa in late 1994.

Based on our review of the historical project files, we believe that approximately 21.4 million tonnes grading 1.05 grams gold per tonne and containing 723,795 ounces of gold were extracted between 1993 and the termination of mining in 2000.

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The QPs and issuer consider historical estimates to be relevant but not current.

Phase II involved expanding to 8 Mtpy and treatment through a flotation and carbon-in-leach circuit.

The Phase II project involved expanding to 8 million tpa and treatment through a flotation and carbon-in-leach circuit.

The feasibility study was conducted by a joint venture between Bateman Kinhill and Kilborne (“BKK”) and was completed in June 1995.

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

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

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

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

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Operating costs were above those predicted in the feasibility study.

The spot price of gold deteriorated from above USD$400 in early 1996 to below USD$300 per ounce at the end of 1997.

The spot price of gold deteriorated from above $400 in early 1996 to below $300 per ounce at the end of 1997.

This, combined with underperformance of the project and higher operating costs led to the mine being closed and placed on care and maintenance on November 14, 1997.

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Most Vista drilling has been oriented so as to transect the higher-grade mineralized zone.

While there are random high-grade intercepts outside of the core, the majority of higher-grade mineralization resides in the core zone of the deposit.

While there are random high-grade intercepts outside of the core zone, the majority of higher-grade mineralization resides in the core zone of the deposit.

The table below shows the Quigleys Deposit drilling history.

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The mineralized zones have been defined by wireframes which are used to constrain the higher grades for the resource estimation.

The majority of drilling was angled so as to be approximately perpendicular to the mineralized

The majority of drilling was angled so as to be approximately perpendicular to the mineralized core.

This orientation more accurately transects the true thickness of the mineralization.

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Additionally, the program identified four quality exploration targets as well as other potential structures along a 5.4-Km portion of the 24-Km Batman-Driffield Trend that contains the Batman, Golf Tollis, and Quigleys deposits.

2024 Drilling Program Results and Exploration Targets

During 2024, we completed a drilling program designed to upgrade mineral resources, validate mineralization extension at the north portion of the Batman deposit and add gold ounces within the existing Batman resource shell, as well as define the boundaries of the SXL zone, a known mineralized structure adjacent to the Batman core zone.

This program consisted of 34 drill holes totaling 6,776 meters of HQ diamond core.

The program consistently intersected mineralization within the Batman deposit resource shell and along the strike of the SXL.

Results to date support the thesis that the structure remains open at depth and along the strike to the northeast of the concession.

Sampling, Analysis and Data Verification

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The following section describes the sample preparation, analyses and security undertaken by Vista through the Mt Todd FS resource update.

The diamond drilling program was conducted under the supervision of the geologic staff composed of a chief geologist, several experienced geologists, and a core handling/cutting crew.

The core handling crew was recruited locally.

The diamond drilling program was conducted under the supervision of the geologic staff composed of the exploration manager, several experienced geologists, and a core handling/cutting crew.

When possible, the core handling crew was recruited locally.

Facilities for the core processing included an enclosed core logging shed and a covered cutting and storage area that was fenced in.

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Processing of the core included photographing, geotechnical and geologic logging, and marking the core for sampling.

The nominal sample interval was one meter.

The nominal sample interval was one meter to a maximum of 1.2 meters.

When this process was completed, the core was moved into the core cutting/storage area where it was laid out for cutting and sampling.

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The standard sample interval was one meter, with a minimum of 0.2 meters and a maximum of 1.2 meters;

● blind sample numbers were then assigned based on pre-labeled sample bags.

● Sample intervals were then indicated in the core tray at the appropriate locations;

● each core tray was photographed and restacked on pallets pending sample cutting and stored on site indefinitely.

The core was then cut using diamond saws with each interval placed in sample bags.

The core was then cut using diamond saws with each interval placed in a pre-labeled sample bag.

At this time, the standards and blanks were also placed in plastic bags for inclusion in the shipment.

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Standard reference material was sourced from Ore Research & Exploration Pty Ltd and provided in 60 g sealed packets.

When a sequence of five samples was completed, they were placed in a shipping bag and closed with a zip tie.

When a sequence of four samples was completed, they were placed in a shipping bag and closed with a zip tie.

All of these samples were kept in the secure area until crated for shipping.

Samples were placed in crates for shipping with 100 samples per crate (20 shipping bags) and sealed.

The sealed crates were stacked outside the core logging shed until picked up for transport.

Samples were placed in crates for shipping with approximately 100 samples per crate (20 shipping bags) and sealed.

The sealed crates were stacked outside the core logging shed to be shipped and transported to the laboratory by Vista employees.

The following laboratories have been used for sample preparation, analyses, and check assays:

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Pine Creek, NT 0847

Alternative assay analyses

Assay analyses and Alternative assay analyses

ISO 17025 Certified

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The assay results are entered with the drilling database.

Vista requires periodic rechecking of assays both within and between laboratories.

As an example, prior to the 2011 drilling campaign, the majority of samples were transported first to ALS in Alice Springs, NT for sample preparation.

After preparation, samples were then forwarded on to ALS in Malaga, WA for assay analyses.

One in every 20 pulp or reject was sent from ALS in Alice Springs to NAL, Vista was notified by email which samples were sent to NAL.

For the 2011-2012 drilling campaign samples for assay were sent to NAL lab in Pine Creek, NT.

Following completion of assay results, all pulps and reject material was shipped back to the Mt Todd site and stored.

A comprehensive check of the quality of 12,365 assays in the database was undertaken by an outside auditor.

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Those eight were double-checked and were found to be real cases of the database containing data that differ from the source documents.

The below table shows that most of the differences between the gold values in the database and those gleaned from the source documents are very small, although around economic cutoff grades the differences may well represent large percentages.

The below table shows that most of the differences between the gold values in the database and those gleaned from the

source documents are very small, although around economic cutoff grades the differences may well represent large percentages.

More than 99% of the differences fall in the range -0.1 ppm Au to +0.1 ppm Au which is below the 0.4 ppm cutoff grade.

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The Company requires periodic rechecking of assays both within and between laboratories.

As an example, prior to the 2011 drilling campaign, the majority of samples were transported first to ALS in Alice Springs, NT for sample preparation.

As described by the previous Vista QP, an example, prior to the 2011 drilling campaign, the majority of samples were transported first to ALS in Alice Springs, NT for sample preparation.

After preparation, samples were then forwarded on to ALS in Malaga, WA for assay analyses.

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

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

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

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

Rozelle owned 430,865 shares of Vista Gold Corp.

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

Sample Security

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Statistical analyses of the various drilling populations and quality assurance/quality control samples have neither identified nor highlighted any reasons to not accept the data as representative of the tenor and grade of the mineralization estimated at the Batman deposit.

Maria Vallejo Garcia, Vista’s Director of Projects and Technical Services, and a designated qualified person as defined by S-K 1300 under the Exchange Act and NI 43-101, has verified the data disclosed in this document, including sampling, analytical and test data underlying the information contained in the disclosure.

Mining Operations

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

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

As defined in the Mt Todd FS, the Project is designed to be a large open-pit mining operation that will utilize large-scale mining equipment in a drill/blast/load/haul operation.

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

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

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(4) estimated gold recovery rates based on optimized grind size and leach conditions;

and (5) the processing of material from the historical heap leach pad at the end of the proposed mine life.

and (5) the processing of material from the historical heap leach pad at the end of the proposed life of mine.

The test work results collated from the 2011 and 2012 testing campaigns and additional metallurgical and process test work conducted in 2016, 2017, 2018, and 2019, together with the process design criteria, were used to develop the process flow sheet and mass balance.

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All material (minus 5/8” HPGR crushed, XRT product, laser product and sorting reject) was sent to the metallurgical laboratory of Resource Development Inc.

in Wheat Ridge, Colorado for subsequent sample preparation, assaying and additional metallurgical testing.

(now Forte Dynamics Laboratory) in Wheat Ridge, Colorado for subsequent sample preparation, assaying and additional metallurgical testing.

On a material mass basis, the combined XRT and laser sorting tests confirmed the Company’s expectation that it can reject approximately 10% of the run-of-mine feed as waste (test results range from 6.8% to 11.0%).

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These results ranged between 71 and 91% with the average being 82.2% for this material when processed through the proposed CIP flowsheet.

The Mt Todd FS assumes that the existing heap leach pad will be left in place and processed through the mill at the end of mine life.

The Mt Todd FS assumes that the existing heap leach pad will be left in place and processed through the mill at the end of life of mine.

This ultimately is expected to reduce the scope of reclamation of the heap leach pad to the pad liner and regrading only.

During September 2014, the EIS was approved.

In September 2014, the EIS was approved.

In its Assessment Report, the NT EPA advised that it had assessed the environmental impacts of Vista’s development plans for Mt Todd and concluded that it can proceed, subject to a number of recommendations which are outlined in the Assessment Report.

The NT EPA Assessment Report includes 28 recommendations which are addressed as part of the MMP.

The NT EPA Assessment Report includes 28 recommendations which are addressed as part of the Deemed Mining License.

The approval of the EIS resulted in the requirement to obtain an authorization of a controlled activity as required under the EPBC as it relates to the Gouldian Finch.

The EPBC authorization was granted by the Australian Commonwealth Department of Environment and Energy in January 2018.

In November 2018, we applied for the MMP approval, which is the operating permit that sets out how the mine operating strategy will be implemented throughout the mine life in compliance with the EIS and EPBC requirements.

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

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

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

In November 2018, we applied for the MMP approval, which is the operating permit that sets out how the mine operating strategy will be implemented throughout the life of mine in compliance with the EIS and EPBC requirements.

The MMP was approved in June 2021.

In July 2024 all MMPs were changed to Deemed Mining Licenses with all of the rights and responsibilities previously conferred by the MMP.

All companies have four years to convert the Deemed Mining License to a Mining License.

In most cases, existing designs and management plans will be submitted for review and subsequent approval as a Mining License.

Environmental, Social and Community Factors

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

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

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

At December 31, 2024, the volume of water in the pit was approximately 2.63 gigaliters.

It is expected this volume of water will not present any major issues when resuming operations in the Batman pit.

Project Development Plans

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

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

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

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

Vista reduced its recurring costs in 2023, and reducing costs and maximizing effectiveness continue to be high priorities in 2024.

Vista expects to incur expenditures of approximately $2,200 for its Mt Todd site maintenance and environmental stewardship activities.

The Company is positioning Mt Todd as a leading development opportunity and continues to work with CIBC Capital Markets as it seeks to realize the best value at the right time.

The Company completed a drilling program during 2024.

The total meters drilled was 6,776 and focused on the north end of the Batman deposit and the adjacent SXL.

The Company has since initiated the 2025 FS that is anticipated to 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.

Reducing costs and maximizing effectiveness continue to be high priorities in 2025.

Vista expects to incur expenditures of approximately $2,400 for its Mt Todd site maintenance and environmental stewardship activities plus $3,200 related to work plans at Mt Todd for:

purchase of equipment for expansion of Mt Todd’s enhanced water evaporation system;

and various planned maintenance projects.

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

What changed 10-K

Item 2. Properties