What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-28 compared with 2024-03-14 · 147 added, 121 removed, 324 unchanged (45% of the section changed)

12 unchanged sentences

Opinion on the consolidated Financial Statements

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

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

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

(the “Company”), as of December 31, 2024 and 2023, and the related consolidated statements of income/(loss), shareholders’ equity, and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”).

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

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

as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

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

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

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

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

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

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

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

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

Accordingly, we express no such opinion.

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

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

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

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

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

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

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

Critical Audit Matters

6 unchanged sentences

Chartered Professional Accountants

March 14, 2024

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

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

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

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

Basis for Opinion

The Company's management is responsible for these financial statements.

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

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

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

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

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

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

Accordingly, we express no such opinion.

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

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

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

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

Critical Audit Matters

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

We determined there are no critical audit matters.

/s/ PLANTE & MORAN, PLLC

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

Denver, Colorado

February 28, 2025

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Approved by the Board of Directors

/s/ Patrick F.

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

dollars and in thousands, except shares and per share data)

Years Ended December 31,

Year Ended December 31,

Operating income (expense):

Gain on disposal of mineral property interests

Exploration, property evaluation and holding costs

1 unchanged sentence

Depreciation and amortization

Total operating expense, net

Non-operating income:

Gain on grant of royalty interest in mineral titles (Note 6)

Gain on sale of plant and equipment (Note 4)

Total operating income (expense), net

Non-operating income (expense):

Interest income

1 unchanged sentence

Total non-operating income

Loss before income taxes

Income (loss) before income taxes

Net income (loss)

Weighted average number of shares outstanding

Net loss per share

Net income (loss) per share

Weighted average number of shares outstanding

Net loss per share

Net income (loss) per share

The accompanying notes are an integral part of these consolidated financial statements.

7 unchanged sentences

Shares issued (RSUs vested, net of shares withheld)

Shares issued (shares issued in exchange for vested DSUs)

Stock-based compensation

3 unchanged sentences

Shares issued (RSUs vested, net of shares withheld)

Shares issued (DSUs vested)

Shares issued (shares issued in exchange for vested DSUs)

Stock-based compensation

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Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operations:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operations:

Depreciation and amortization

Stock-based compensation

Gain on disposal of mineral property interests, net

Reduction of provision for environmental liability

Gain on grant of royalty interest in mineral titles

Gain on sale of plant and equipment

Change in working capital account items:

3 unchanged sentences

Cash flows from investing activities:

Maturities of short-term investments, net

Proceeds from grant of royalty interest in mineral titles

Net proceeds from sale of plant and equipment

Additions to plant and equipment

Proceeds from grant of royalty interest

Proceeds from disposition of royalty interest, net

Capitalized mineral property development costs

Net cash provided by investing activities

2 unchanged sentences

Payment of taxes from withheld shares

Net cash provided by/(used in) financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Supplemental cash flow information (Note 9)

3 unchanged sentences

(Dollar amounts in U.S.

dollars and in thousands, except share-related amounts)

dollars and in thousands, except shares and per share data)

Nature of Operations

Vista Gold Corp.

and its subsidiaries operate in the gold mining industry.

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

We look for opportunities to improve the value of our gold projects through exploration drilling and/or technical studies focused on optimizing previous engineering work.

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

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

Our strategy is to position Mt Todd as a development opportunity within the gold sector.

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

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

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

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

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

References to $ are to United States dollars and A$ are to Australian dollars.

7 unchanged sentences

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

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

gain recognition;

asset impairments;

capitalization of development costs;

valuation allowances for deferred tax assets;

uncertain tax positions;

the fair value and accounting treatment of stock-based compensation;

and the provision for environmental liabilities.

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

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

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

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

Cash and Cash Equivalents

4 unchanged sentences

For each of the years ended December 31, 2024 and 2023, net foreign currency gains/(losses) were insignificant.

Short-term Investments

Short-term investments consist of securities with original maturity dates greater than 90 days and less than one year.

These securities are typically United States or Australian government treasury bills and/or notes.

Short-term investments are recorded at amortized cost and are classified as debt securities held-to-maturity as the Company has the intention and ability to hold these instruments until their original maturity date at the time of purchase.

Mineral Properties

1 unchanged sentence

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

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

Drilling and related costs are capitalized for an ore body where proven and probable mineral reserves exist, and the activities are directed at obtaining additional information about the ore body or converting measured, indicated, and inferred mineral resources to proven and probable mineral reserves.

All other drilling and related costs are expensed as incurred.

Capitalized costs associated with a mineral property will be amortized using the units-of-production method over the estimated life of mineral reserves once sustainable production is achieved.

If mineral properties are subsequently sold or abandoned, any unamortized costs will be charged to expense in that period.

If mineral properties are sold or abandoned, any unamortized costs will be charged to expense in that period.

The recoverability of the carrying values of our mineral properties is dependent upon economic reserves being discovered or developed on the properties, permitting, financing, start-up, and profitable commercial production from, or the sale/lease of, or other strategic transactions related to these properties.

24 unchanged sentences

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

Recent Accounting Pronouncements

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

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

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

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

Early adoption is permitted.

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

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

Reclassifications

Certain amounts presented have been reclassified within the Operating Income (Expense) section of the Consolidated Statements of Income/(Loss) to conform with the current period presentation, including a prior year reclassification from Exploration, property evaluation and holding costs to Corporate Administration.

There was no change to the Consolidated Balance Sheets, Consolidated Statements of Shareholders’ Equity, and Statement of Cash Flows from the reclassification.

Recently Adopted Accounting Standards

In 2024, we adopted ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

Management has evaluated the Company’s operations and concluded it has one reportable operating segment which will now require expanded disclosure.

Adoption was made retroactively with segment disclosure included for the years ended December 31, 2024 and 2023.

This standard has not changed the processing, recording, or presentation of financial data, other than providing a table with disclosure of more detailed expense categories for the Company’s single operating segment.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 requires all public entities to disclose disaggregated information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses.

The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

ASU 2024-03 allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospective adoption for any or all prior periods presented in the financial statements.

The Company is currently assessing the impact of adopting ASU 2024-03 on the consolidated financial statements and related disclosures.

5 unchanged sentences

Mt Todd, Australia

Vista acquired Mt Todd in March 2006.

The purchase price and related transaction costs of $ 2,146 were capitalized as mineral properties.

Since 2006, the Company has systematically advanced the Project through exploration, metallurgical testing, engineering, environmental/operational permitting activities, and ongoing site management activities.

Prior to 2024, costs associated with these and other related activities were charged to expense as incurred.

All other drilling and related costs are expensed as incurred.

Capitalized mineral property development drilling costs totaled $ 1,865 in the year ended December 31, 2024.

The Company derecognized $ 3,091 of mineral property costs, inclusive of $ 945 of capitalized development drilling costs, in June 2024 upon recognition of the gain on grant of a royalty interest in Mt Todd, see Note 6.

See Note 8 for a discussion of commitments and contingencies associated with Mt Todd.

Plant and Equipment

3 unchanged sentences

Corporate, United States

Used mill equipment, Canada

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

Gross proceeds totaling $ 900 were offset by selling expenses of $ 98 .

Other Current Liabilities

4 unchanged sentences

Accrued employee compensation and benefits

Other current liabilities

Deferred Gain on Grant of Royalty

On December 13, 2023, Vista Gold Australia Pty.

(“Vista Gold Australia”), a wholly owned subsidiary of the Company, entered into a Royalty Agreement (the “Royalty Agreement”) with Wheaton Precious Metals (Cayman) Co., an affiliate of Wheaton Precious Metals Corp.

(“Wheaton”) in relation to Mt Todd.

Pursuant to the terms of the Royalty Agreement, Wheaton agreed to provide Vista with $ 20,000 of cash to advance Mt Todd and for general corporate purposes, excluding direct expenditures for any project other than Mt Todd.

(“Vista Gold Australia”), a wholly owned subsidiary of the Company, entered into a royalty agreement with Wheaton Precious Metals (Cayman) Co., an affiliate of Wheaton Precious Metals Corp.

(“Wheaton”) in relation to Mt Todd (the “Royalty Agreement”).

Pursuant to the terms of the Royalty Agreement, Wheaton agreed to provide Vista with $ 20,000 cash to advance Mt Todd and for general corporate purposes, excluding direct expenditures for any project other than Mt Todd, in exchange for payments of a portion of the gross revenue from Mt Todd, (the “Royalty”).

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

5 unchanged sentences

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

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

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

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

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

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

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

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

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

The Royalty Agreement provided for Vista Gold Australia to receive a total of $ 20,000 in three installments, all of which were received by Vista prior to June 30, 2024.

Upon receipt of the final instalment in June 2024, the Company recognized a gain on grant of royalty interest in mineral titles of $ 16,909 .

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

A security interest was granted by Vista Gold Australia to Wheaton.

The security includes, among other things, a mortgage over the Mt Todd tenements and a collateralized interest in the assets, rights and interests of Vista Gold Australia.

Common Shares

1 unchanged sentence

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

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

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

The ATM Agreement was refreshed in November 2024 to allow for aggregate sales proceeds of up to $ 8,000 .

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

1 unchanged sentence

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

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

of $ 244 under the ATM Program.

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

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

1 unchanged sentence

During the years ended December 31, 2024 and 2023, we issued 445,551 and 412,548 Common Shares, respectively, in connection with vesting of restricted share units (“RSUs”).

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

During the years ended December 31, 2024 and 2023, we issued 295,000 and 485,000 Common Shares, respectively, in exchange for deferred share units (“DSUs”) held by directors of the Company whose service on the board of directors ended in those years.

Warrant activity is summarized in the following table.

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

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

Exercise Price

2 unchanged sentences

As of December 31, 2023

( 7,408,101 )

As of December 31, 2024

All warrants expired on July 12, 2024.

Stock-Based Compensation

36 unchanged sentences

Outstanding - December 31, 2022

Shares issued to participants

Outstanding - December 31, 2023

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Diluted Common Shares

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

Unvested RSUs representing 108,668 Common Shares, Stock Options to purchase 350,000 Common Shares, and warrants to purchase 7,408,101 Common Shares were outstanding during part of the year ended December 31, 2024 but were not included in the computation of diluted weighted average Common Shares outstanding because their effect would have been anti-dilutive.

As the Company was in a net loss position for the year ended December 31, 2023, all potentially dilutive Common Shares were considered antidilutive.

Commitments and Contingencies

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

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

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

Under an agreement with the Jawoyn Association Aboriginal Corporation with respect to Mt Todd, we have agreed to a gross proceeds royalty (“GPR”) ranging between 0.125 % and 2.0 %, depending on prevailing gold prices and foreign exchange rates, and a 1.0 % GPR not tied to gold price or foreign exchange rates.

The combined GPR range is 1.125 % to 3.0 %.

Reclamation obligations associated with the period before Vista’s purchase of Mt Todd are presently the responsibility of the Government of the Northern Territory, Australia (the “NT Government”).

Vista may, but is not obligated to, give notice to the NT Government that it wishes to commence mining activities at Mt Todd.

As a result of any such notice by the Company, the NT Government will transfer to Vista a) certain assets upon terms and conditions to be agreed or determined by an independent valuer and b) the historical rehabilitation liabilities that are presently the responsibility of the NT Government.

The historical rehabilitation liabilities to be transferred to Vista are currently stated by the NT Government at approximately A$ 73 million.

Under agreements with the Jawoyn Association Aboriginal Corporation with respect to Mt Todd, we have agreed to a gross proceeds royalty (“GPR”) ranging between 0.125 % and 2.0 %, depending on prevailing gold prices and foreign exchange rates, and a 1.0 % GPR not tied to gold price or foreign exchange rates.

The combined GPR ranges from 1.125 % to 3.0 %.

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

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

Our exploration and development activities are subject to various laws and regulations governing the protection of the environment and our interactions with community stakeholders, among others.

These laws and regulations are continually changing and are generally becoming more restrictive.

Future expenditures that may be required for compliance with these laws and regulations cannot be predicted.

If the Company determines that it is probable that an obligation exists and the amount can be reasonably estimated, a provision for environmental liability would be recorded.

This may include reclamation costs attributable to mining claims previously held by the Company should no other responsible or potentially responsible parties be identified.

We conduct our operations in a manner designed to minimize effects on the environment and believe our operations comply with applicable laws and regulations in all material respects.

During 2022, the Company reviewed the provision for environmental liability for a previously held non-core property and the associated contingent liability and determined that the reclamation costs were neither probable nor could be reasonably estimated.

The Company reversed its provision for environmental liability, which resulted in a $ 240 gain in other income/(loss).

Future expenditures that may be required for compliance with these laws and regulations cannot be predicted at this time.

If the Company determines that it is probable that an obligation exists and the amount can be reasonably estimated, a provision would be recorded.

This may include costs associated with actions by the Company and actions attributable to others should no other responsible or potentially responsible parties be identified.

We conduct our operations in a manner designed to minimize effects on stakeholders and the environment.

In August 2024, an assessment was issued by the Mexican tax authorities, known as the Servicio de Administración Tributaria (“SAT”), to the Company’s Mexican subsidiary, Minera Gold Stake (“MGS”).

The assessment disallows the tax basis of certain mineral properties that was established by MGS in 2012 and subsequently utilized to offset taxable income in subsequent years and other deductions taken in 2012 that the SAT concluded should have been deducted over multiple years.

In response, MGS filed suit in the Tax Court in the State of Mexico in October 2024.

MGS believes it has valid assertions against the SAT assessment and other available tax positions to partially mitigate the assessment issued by the SAT.

The outcome of this matter is unknown, but management estimates the effect of a negative court ruling could create a potential liability of up to approximately $ 3,500 for income taxes, assessable interest, and penalties.

Supplemental Cash Flow Information and Material Non-Cash Transactions

As of December 31, 2023 and 2022, all our cash was held in liquid bank deposits and/or government instruments in the United States or Australia.

As of December 31, 2024 and 2023, all cash and cash equivalents were held as liquid bank deposits and/or government instruments in the United States or Australia.

There were no significant non-cash transactions for the years ended December 31, 2024 and 2023.

5 unchanged sentences

Rate Reconciliation

Reconciliations between the Company’s combined income taxes at statutory rates and the U.S.

effective income tax (benefit)/expense were:

Reconciliations between the Company’s combined income (loss) taxed at statutory rates and the income tax (benefit)/expense were:

Years Ended December 31,

Income taxed at statutory rates

Combined income taxed at statutory rates

Increase (decrease) in taxes from:

27 unchanged sentences

Deferred income tax liabilities

Deferred proceeds for tax purposes from royalty transaction

Other investments

Total Deferred Taxes

Total deferred taxes, net

Valuation Allowance on Canadian and Foreign Tax Assets

We establish a valuation allowance against income tax assets if, based on available information, it is more likely than not that all of the assets will not be realized.

The valuation allowances of $ 63,218 and $ 62,167 at December 31, 2023 and 2022, respectively, related mainly to operating loss carryforwards where utilization is not more likely than not.

The valuation allowances of $ 57,995 and $ 63,218 at December 31, 2024 and 2023, respectively, related mainly to operating loss carryforwards where utilization is not deemed to be more likely than not.

The Company periodically assesses both positive and negative evidence to determine whether it is more likely than not that deferred tax assets can be realized prior to expiration.

1 unchanged sentence

The Company’s tax loss carryforwards expire as follows:

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

loss carryforwards for tax years beginning in 2018 of $ 2,372 , Canadian capital loss carryforwards of $ 110,770 and Australian net operating losses of $ 67,063 , which do not expire, are not included in the previous table.

Tax Statute of Limitations

6 unchanged sentences

Although certain tax years are closed under the statute of limitations, tax authorities can still adjust losses being carried forward to open years.

Geographic and Segment Information

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

These activities are currently focused principally in Australia.

See Note 8 for discussion of ongoing legal matters associated with an assessment by the SAT.

Segment Information

The Company has one reportable segment:

The Australia segment conducts exploration, development, and care and maintenance activities at Vista’s principal asset, the Mt Todd gold project in Northern Territory, Australia.

This segment does not presently report any revenues from operations.

Through the Australia segment, the Company seeks to position Mt Todd as a development opportunity within the gold sector.

The Company’s chief operating decision maker is the Chief Executive Officer (“CODM”).

The CODM uses consolidated net income/loss as the measure of segment profit and loss to assess performance and allocate resources.

We reported no revenues during the years ended December 31, 2024 or 2023.

Geographic location of mineral properties and plant and equipment is provided in Notes 3 and 4, respectively.

Subsequent Events

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

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

The geographic location of mineral properties and plant and equipment is provided in Notes 3 and 4, respectively.

Year Ended December 31,

Australia segment operating income (expense):

Gain on grant of royalty interest in mineral titles

Employee Compensation

Capitalized Development Drilling

Project Programs

Administrative

Consulting & Contract Services

Depreciation and amortization

Australia segment operating income (loss)

Reconciliation to operating income (loss)

Corporate administration

Gain on sale of plant and equipment

Total operating income (expense), net

Non-operating income:

Interest income

Other income (expense)

Total non-operating income

Net income (loss)

Australia segment expenditures:

mineral property and capital assets

At December 31, 2024

At December 31, 2023

Australia segment long-lived assets

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

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data