What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-02-28 compared with 2024-03-14 · 103 added, 105 removed, 191 unchanged (52% of the section changed)

2 unchanged sentences

This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under the section heading “Item 1A.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those

set forth under the section heading “Item 1A.

Risk Factors” above and elsewhere in this annual report on Form 10-K.

3 unchanged sentences

References to A$ refer to Australian currency and USD or $ to United States currency.

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

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

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

The scientific and technical disclosures about Mt Todd in this discussion and analysis 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 Item 1300 of Regulation S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

Vista Gold Corp.

and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) operate 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 S-K 1300.

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

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

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

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

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

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

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

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

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

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

(“Wheaton”), in relation to Mt Todd.

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

As consideration

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

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

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

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

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

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

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

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

This drilling program is a condition of the Royalty Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

● after-tax NPV 5% of $1.78 billion and IRR of 27.9% at a price of $2,100 per ounce of gold and an Fx rate of $0.69 AUD:USD.

● 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.

(4) Note to investors:

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

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

(5) See “Item 2.

3 unchanged sentences

GAAP Financial Measures for additional disclosure.

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

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.

Mineral Resources and Mineral Reserves Estimates

7 unchanged sentences

Measured & Indicated

● Measured & indicated mineral resources exclude proven and probable reserves.

● Measured & indicated mineral resources exclude proven and probable mineral reserves.

● The Point of Reference for the Batman and Quigleys deposits is in situ at the property.

24 unchanged sentences

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.

12 unchanged sentences

Results from Operations

Consolidated net loss for the year ended December 31, 2023 was $6,585, or $0.05 per common share in the capital of Vista (each, a “Common Share”) on both a basic and diluted basis.

Consolidated net income for the year ended December 31, 2024 was $11,249 or $0.09 per common share in the capital of Vista (each, a “Common Share”) on both a basic and diluted basis.

Consolidated net loss for the year ended December 31, 2023 was $6,585, or $0.05 per Common Share on both a basic and diluted basis.

The principal components of our 2023 net loss and the year-over-year changes are discussed below.

The principal components of our 2024 net income and the year-over-year changes are discussed below.

The Company had cash of $16,950, working capital of $16,457, and no debt as of December 31, 2024.

Gain on Disposal of Mineral Property Interests, Net

In January 2022, the Company received $2,500 to cancel the remaining 1% net smelter return royalty at the Awak Mas project in Indonesia.

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

Gain on Grant of Royalty Interest in Mineral Titles

The Company recognized a gain on grant of royalty interest in mineral titles of $16,909 in June 2024.

The gain comprises the previously deferred gain on instalment payments totaling $10,000 and the $10,000 received for the final instalment, net of the associated mineral property carrying value of $3,091 as of the date the final instalment was received.

Exploration, Property Evaluation and Holding Costs

Exploration, property evaluation and holding costs, including fixed costs, discretionary programs, and non-cash stock-based compensation, were $3,262 and $4,522 during the years ended December 31, 2023 and 2022, respectively.

These costs were predominantly associated with Mt Todd and were comprised of fixed costs and discretionary costs.

Exploration, property evaluation and holding costs, including fixed costs, project programs, and non-cash stock-based compensation, were $3,458 and $3,220 during the years ended December 31, 2024 and 2023, respectively.

These costs comprised fixed costs and project program costs at Mt Todd.

For the years ended December 31, 2024 and 2023, our fixed exploration, property evaluation and holding costs totaled $2,921 and $2,808, respectively.

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

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

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

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

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

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

The principal components of the increase in 2024 included expenses related to the 2024 drilling program that did not qualify as development drilling and greater focus by corporate personnel on site-related projects.

Expenses incurred for 2024 Mt Todd project programs totaled $537, including $408 for various technical studies.

Expenses incurred for 2023 Mt Todd project programs totaled $412, including $110 for amendments to the Deemed Mining License and $110 for costs related to securing a development partner.

Included in the 2024 and 2023 exploration, property evaluation and holding costs were non-cash stock-based compensation of $182 and $180, respectively.

2 unchanged sentences

The 2024 and 2023 corporate administration costs included non-cash stock-based compensation of $502 and $456, respectively.

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

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

Costs were generally higher during 2024 due to legal costs of $137 related to a tax matter in Mexico and board of director expenses being higher by $119 due to an increase in board size.

Other recurring administrative expenses were lower by $72 on a combined basis.

Corporate project program costs were lower by $70, largely due to costs incurred in 2023 related to the Royalty Agreement that did not recur in 2024.

Gain on sale of plant and equipment

In March 2024, the Company recorded a gain of $802 upon sale of certain components of our used mill equipment.

Gross proceeds totaled $900, partially offset by selling expense of $98.

Non-Operating Income and Expenses

1 unchanged sentence

Interest income was $701 and $263 during the years ended December 31, 2024 and 2023, respectively.

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

The increase in 2024 was due to a higher average cash balance, which resulted primarily from the proceeds received under the Royalty Agreement (as defined below).

Other Income/(Expense) was $13 and ($84) for the years ended December 31, 2024 and 2023, respectively.

Other income in 2024 was due to a gain on sale of marketable securities that were received from a legacy non-core operation that had no net book value.

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

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

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

Financial Position, Liquidity and Capital Resources

1 unchanged sentence

Net cash used in operating activities was $5,735 and $5,861 for the years ended December 31, 2024 and 2023, respectively.

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

The decrease in operating cash outflows largely resulted from higher interest income and capitalization of direct labor costs associated with the development drilling program that were recognized as investing activities, offset by slightly higher spending on operating costs.

Investing Activities

Net cash provided by investing activities of $15,593 for the year ended December 31, 2024 resulted primarily from receiving the final two instalment payments totaling $17,000 under the Royalty Agreement and $802 for the sale of certain used mill equipment, net of selling costs.

These inflows were partially offset by expenditures for capitalized development drilling costs of $1,865 and additions to plant and equipment of $344.

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

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

Financing Activities

1 unchanged sentence

These activities include receipt of net proceeds of $1,108 under the ATM Program (as defined below) offset by payments of $85 for employee withholding tax obligations in lieu of issuing Common Shares earned from the vesting of restricted share unit awards.

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

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

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

Liquidity and Capital Resources

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

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

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

Our cash liquidity position as of December 31, 2024, comprising cash and cash equivalents of $16,950, reflected a net increase of $10,881 during the year ended December 31, 2024.

Current assets, net of current liabilities (“Working Capital”), is a secondary measure of liquidity for the Company.

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

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

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

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

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

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

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

The Company had Working Capital of $16,457 and $5,576 at December 31, 2024 and December 31, 2023, respectively.

This represents a net increase of $10,881 during the year ended December 31, 2024.

During the year ended December 31, 2024, the Company’s primary sources of cash inflows were:

$17,000 from its grant of the Royalty on Mt Todd;

$1,108 from equity financings;

$802 upon sale of a portion of its used mill equipment;

and $701 from interest income.

As of December 31, 2024, Vista has received the entire $20,000 as set forth in the Royalty Agreement.

Use of cash received from Wheaton is limited to advancing Mt Todd and general corporate purposes.

These sources of cash were partially offset by net operating cash outflows excluding interest of $6,436 and other expenditures of $2,294.

Recurring costs for corporate administration and Mt Todd maintenance were most of the Company’s net operating cash outflows during the year ended December 31, 2024.

Of the other expenditures, $1,865 related to Vista’s development drilling program at Mt Todd.

Additional details regarding 2024 financial results are presented in the “Results from Operations” section above and the preceding discussions in this section regarding operating activities, investing activities, and financing activities.

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

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

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

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

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

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

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

The final installment of

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

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

For the 12-month period following December 31, 2024, the Company estimates net recurring costs will be approximately $6,400, 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.

Management expects to fund Vista’s activities during the next twelve months from existing Working Capital and interest income.

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

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

Under the ATM Agreement, the Company has the right, but is not obligated, to issue and sell Common Shares through Wainwright for aggregate sales proceeds of up to $10,000 (the “ATM Program”).

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

Under the ATM Agreement, the Company can, but is not obligated to, issue and sell Common Shares through Wainwright for aggregate gross proceeds of up to $8,000 (the “ATM Program”).

The ATM Agreement was refreshed in November 2024.

During the year ended December 31, 2024, the Company issued 1,722,966 Common Shares under the ATM Program for net proceeds of $1,108.

As of December 31, 2024, $7,783 remained available under the ATM Program.

Offers or sales of Common Shares under the ATM Program will be made only in the United States in an “at the market offering” as defined in Rule 415 under the United States Securities Act of 1933, as amended, subject to an effective registration statement under the U.S.

Offers and sales of Common Shares under the ATM Program were and will be made only in the United States in an “at the market offering” as defined in Rule 415 under the United States Securities Act of 1933, as amended, subject to an effective registration statement under the U.S.

Securities Act of 1933, as amended, and no offers or sales of Common Shares under the ATM Agreement will be made in Canada.

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

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

Considering current economic conditions and the Company’s ongoing initiatives, we believe our Working Capital as of December 31, 2023, the $7,000 received in February 2024 under the Royalty Agreement, and remaining proceeds expected from the Royalty, together with other potential future sources of financing and sales of non-core assets, will be sufficient to fund our currently planned corporate expenses, Mt Todd holding costs, and anticipated discretionary programs for at least one year from the date of issuance of this annual report on Form 10-K.

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

Other potential sources of cash inflows may include other equity issuances not covered by the ATM Program, monetization of Vista’s remaining non-core assets, which include a royalty interest on a property in the U.S., another royalty interest on a property in Canada, and used mill equipment that is being marketed by a third-party mining equipment dealer.

We believe 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, Mt Todd holding costs, and other anticipated Mt Todd programs for at least one year from the date of issuance of this annual report on Form 10-K.

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

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

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

We seek 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.

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

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

49 unchanged sentences

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

Cash Costs consist of Project operating costs, refining costs, and the Jawoyn Association royalty.

Cash Costs consist of Project operating costs, refining costs, and the Jawoyn Association royalty and Wheaton Royalty.

The sum of these costs is divided by the corresponding payable gold ounces or tonnes processed to determine Cash Cost per ounce or per tonne processed metrics, respectively.

40 unchanged sentences

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

What changed 10-K

Item 7. Management’s Discussion and Analysis