What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-11 compared with 2025-02-28 · 105 added, 106 removed, 269 unchanged (44% of the section changed)

5 unchanged sentences

Vista does not currently generate cash flows from mining operations.

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”).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

This drilling, in conjunction with the 2020-2022

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

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

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

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

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

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

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

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

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

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

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

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

The Mt Todd FS contemplates a plant processing 50,000 tpd and demonstrates the underlying value potential of a large-scale gold project.

Highlights include:

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

● average annual production of 395,000 ounces of gold over a 16-year life of mine at an average cash cost of $913 per ounce (3) ;

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

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

(1) Note to investors:

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

On July 29, 2025, the Company announced the results of a new Mt Todd feasibility study focused on developing a 15,000 tonnes per day (“tpd”), or 5.3 million tonnes per annum (“tpa”), operation (the “Mt Todd FS” or the “Study”).

The Mt Todd FS significantly decreased the initial capital requirement, prioritized grade over tonnes, delivered stable gold production over the extended life of the project, and provided a fresh perspective for developing the Project using design and operating practices commonly employed by Australian gold operations.

The Mt Todd FS marks a significant shift in the strategy for Mt Todd, demonstrating the potential for near-term development of a smaller, lower capital cost project than previously evaluated.

The Study incorporates the use of contract mining, third-party power generation, and other design and operating practices to reduce operational risks.

The Mt Todd FS demonstrates the opportunity for Mt Todd to deliver attractive economic returns with stable gold production over a 30-year mine life.

The Study does not assume any expansion of the planned mining/processing rate, but the 15,000 tpd design layout provides ample space for future expansion of the processing plant.

Feasibility Study Highlights

● Average annual gold production of 153,000 ounces during years 1-15 and 146,000 over the 30-year life of mine

● Average ore grade of 1.04 grams gold per tonne (“g Au/t”) over the first 15 years of operations and 0.97 g Au/t over the life of mine

● Life of mine average gold recovery of 88.5% from 3-stage crush, single-stage sort, 2-stage grind, and carbon-in-leach (“CIL”) recovery circuit

● After-tax NPV 5% of $1.1 billion, internal rate of return of 27.8%, and 2.7-year payback at a $2,500 per ounce gold price

● After-tax free cash flow at a $2,500 per ounce gold price of $1.6 billion for first 15 years of commercial operations

● Initial capital requirements of $425 million, a 59% reduction from the 2024 FS (as defined below)

- Capital Efficiency:

$93 per ounce (initial capital :

total ounces of gold produced) (3)

- Benefit to Cost Ratio of 2.5 (NPV 5% :

initial capital) (3)

● All-in Sustaining Cost (“AISC”) of $1,449 per ounce during years 1-15 and $1,499 per ounce during years 1-30 (3)

Notes to investors:

(1) Proven and Probable Mineral Reserves are estimated in accordance with S-K 1300 (as defined below).

(2) See “Item 1.

Properties – Mt Todd Gold Project, Northern Territory, Australia – Mineral Resources and Mineral Reserve Estimates” in this annual report on Form 10-K for additional information.

(3) Cash costs, cash cost per ounce, and initial capital requirements per payable ounce of gold are non-U.S.

Business – Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves” for additional information.

(3) Capital efficiency, benefit to cost ratio, and AISC per ounce are non-U.S.

GAAP financial measures;

see “Non-U.S.

GAAP Financial Measures” for additional disclosure.

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, creating a strong social license.

A technical report summary titled “S-K 1300 Technical Report Summary – Mt Todd Gold Project – 15 ktpd Feasibility Study – Northern Territory, Australia” with an effective date of July 29, 2025 and a filing date of September 11, 2025 (the “S-K 1300 Report”) for the Mt Todd FS was prepared in accordance with Item 1300 of Regulation S-K (“S-K 1300”) under the U.S.

Securities Exchange Act of 1934, as amended (the “Exchange Act”) and filed on EDGAR at www.sec.gov on September 11, 2025.

A companion technical report titled “ NI 43-101 Technical Report, Mt Todd Gold Project, 15 ktpd Feasibility Study, Northen Territory Australia ” with an effective date of July 29, 2025 (the “NI 43-101 Report”) for Canadian purposes was prepared in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and filed on SEDAR+ at www.sedarplus.ca on September 11, 2025.

The NI 43-101 Report is referenced herein for informational purposes only.

The Mineral Resources and Mineral Reserves for the NI 43-101 Report are the same as the Mineral Resources and Mineral Reserves for the S-K1300 Report.

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

The 2024 FS evaluated the development of a 50,000 tpd, nominally 17.75 million tpa, operation.

In January 2026, the Company announced continued progress at its Mt Todd gold project and outlined the pathway to initiate detailed engineering and design in 2027.

The Company would expect this milestone to initiate a period of approximately 27-months for design, construction, and commissioning.

Our focus for 2026 is on establishing the foundation for the successful execution of the Mt Todd project.

Priorities include obtaining permit modifications to align existing approved permits with the Mt Todd FS;

expanding corporate capability by building an Australia-based team to lead project development;

and addressing recommendations presented in the Mt Todd FS that will provide key inputs for detailed engineering and design.

On March 9, 2026, Vista closed a public offering for aggregate gross proceeds totaling $44,850 to fund these priorities and other general corporate purposes.

We have commenced efforts to obtain permit modifications and are actively engaged with consultants, regulators, and stakeholders.

Some modifications have already been submitted, and programs to support other submissions have been planned and are expected to begin within the coming weeks.

We anticipate the approval of these modifications will be achieved in 2027.

We are addressing recommendations presented in the Mt Todd FS.

Recent drilling has provided core for selective metallurgical testing to confirm grind size, gold recoveries, and optimal selection and sizing of equipment in the process plant.

A geotechnical review is also underway, with planned drilling around the Batman pit to assess the opportunity to steepen the west pit wall, reduce stripping, and potentially convert additional mineral resources to mineral reserves.

The Company continues to prioritize the efficient use of financial 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 corporate opportunities as ways to enhance its liquidity and deliver shareholder value.

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

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Human Capital Management

As of December 31, 2024, we had 13 full-time and no part-time employees globally.

As of December 31, 2025, we had 13 full-time employees and one part-time employee globally.

In addition, we use consultants with specific skills to assist with various aspects of our corporate affairs, project evaluation, due diligence, corporate governance and property management.

Our compensation programs are designed to align compensation of our employees with Vista’s corporate objectives and performance, and are designed to provide proper incentives to attract, retain and motivate employees to achieve superior results.

The structure of our compensation programs balances competitive wages, benefits and incentive earnings for both short-term and long-term performance.

Since December 31, 2025, we have added four Australian employees and expect to add additional Australian employees throughout 2026.

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

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

The structure of our compensation programs balances competitive wages, benefits and incentive earnings for both short-term and long-term performance.

Environmental, Social, and Governance Responsibility

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

In particular, through our planning for development of Mt Todd, we have worked closely with governmental entities in the NT and local groups, including the Jawoyn Association Aboriginal Corporation (the “Jawoyn Association”), to strive towards an environmentally sound and socially responsible development plan.

We have worked closely with governmental entities in the NT and local groups, including the Jawoyn Association Aboriginal Corporation (the “Jawoyn Association”), as we strive towards an environmentally sound and socially responsible development plan.

Segment Information

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Reclamation obligations associated with this period and prior to Vista’s acquisition in 2006 are presently the responsibility of the NT Government.

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

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.

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

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

Reclamation programs would be conducted in accordance with detailed plans, which would be finalized and reviewed by the appropriate regulatory agencies prior to initiating such programs.

Government Regulation

Our exploration and development activities and other property interests are subject to various national, state, territorial, provincial, and local laws and regulations in Australia and other jurisdictions, which govern prospecting, development, mining, mine safety, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, the use and disposal of hazardous substances, and other matters.

We have obtained all major authorizations to initiate development of Mt Todd and have other minor licenses, permits or other authorizations currently required to conduct our exploration, site management, and other programs.

We have obtained the major authorizations based on a 50,000 tpd technical report from 2018, and we have authorizations currently required to conduct our exploration, site management, and other programs.

We believe we comply in all material respects with applicable mining, health, safety and environmental statutes and regulations in all the jurisdictions in which we operate.

Australian Laws

Key Australian Environmental and Social Laws

Mineral projects in the NT are subject to Australian federal and NT laws and regulations regarding environmental matters and the use and disposal of hazardous wastes and materials.

As with all mining projects, development and operation of Mt Todd is expected to have a variety of environmental impacts.

As with all mining projects, development and operation of Mt Todd is expected to have a variety of environmental and social impacts.

We are required under Australian laws and regulations (federal and territorial) to acquire permits and other authorizations before Mt Todd can be developed and mined.

In September 2014, the environmental impact statement (“EIS”) for Mt Todd was approved.

The Environmental Protection Agency of the Northern Territory Government (“NT EPA”) advised that it had assessed the environmental impacts of the proposed gold mine at Mt Todd and authorized the Company to proceed with development, subject to a number of recommendations as outlined in the assessment report (the “Assessment Report”).

The Environmental Protection Agency of the Northern Territory Government (“NT EPA”) advised that it had assessed the environmental impacts of the proposed gold mine at Mt Todd and authorized the Company to proceed with development, subject to the recommendations as outlined in the assessment report (the “Assessment Report”).

The Assessment Report included a request for Vista to secure an authorization under the federal Environmental Protection and Biodiversity Conservation Act 1999 (“EPBC”) as it relates to the Gouldian Finch.

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

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

and sacred sites.

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

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

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

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

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

As a result of recent changes to the Mining Management Act, all MMPs were converted to Deemed Environmental (Mining) Licenses (“DEML”) in July 2024, and companies have four years to convert the DEMLs to Environmental (Mining) Licenses (“EML”).

In the interim period, the DEML provides the same rights and obligations in regard to the operating plans for Mt Todd as determined in the MMP.

The Company is in the process of aligning the relevant approvals and authorizations discussed in this section with the plans and designs in the Mt Todd FS.

Environmental Regulation

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dollar to foreign currencies, changes in global gold supply and demand, and political and economic conditions.

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

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

2025 (to February 20, 2025)

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

dollars per troy ounce of gold over the past five years and during 2026 through March 4, 2026:

2026 (to March 4, 2026)

Data Source 2021 to 2024:

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

Data Source 2025 to 2026:

www.kitco.com/price/fixes/kitco-fix

Available Information

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The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit.

Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may be converted only to a probable mineral reserve.

Because an indicated mineral resource has a lower level of confidence than the level of

confidence of a measured mineral resource, an indicated mineral resource may be converted only to a probable mineral reserve.

“ inferred mineral resource ” and “ inferred resource ” mean “inferred mineral resource” defined by S-K 1300 as that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling.

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Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.

“ ktpd ” means thousands of tonnes per day.

“ Mineral Reserve ” is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project.

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

and (2) an eligible member or licensee in good standing of a recognized professional organization at the time the technical report is prepared.

and (2) an eligible

member or licensee in good standing of a recognized professional organization at the time the technical report is prepared.

For an organization to be a recognized professional organization, it must:

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

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

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

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

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

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

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

purposes, mineral property disclosures are reported in accordance with S-K 1300 under the Exchange Act, while Canadian disclosures are reported in accordance with 43-101.

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

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Securities Exchange Commission (“SEC”), we disclose proven and probable reserves and measured, indicated, and inferred resources, each as defined in S-K 1300 and NI 43-101.

As currently reported, there are no material differences in our disclosed proven and probable reserves and measured, indicated, and inferred resource under each of S-K 1300 and NI 43-101.

As currently reported, there are no material differences in our disclosed proven and

probable reserves and measured, indicated, and inferred resource under each of S-K 1300 and NI 43-101.

The estimation of measured resources and indicated resources involve greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves;

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

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

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

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

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

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

● Our belief that the Mt Todd Project offers a large gold mineral reserve, development optionality, expansion opportunities, exploration upside, advanced local infrastructure, community support, and demonstrated economic feasibility;

● our belief that the Mt Todd FS marks a significant shift in the strategy, demonstrating the potential for near-term development of a smaller, lower capital cost project than previously evaluated;

● our belief that the Study reduces operational risks by incorporating the use of contract mining, third-party power generation, and other design and operating practices;

● our belief that the Mt Todd FS demonstrates the opportunity for Mt Todd to deliver attractive economic returns with stable gold production over a 30-year mine life;

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

● our expectation of adding additional Australian employees throughout 2026;

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

1 unchanged sentence

● future exploration plans;

● our expectation that initiating detailed engineering and design is a milestone that could initiate a period of approximately 27-months for design, construction, and commissioning and that these activities can be completed within 27 months;

● our expectation of Mt Todd’s impact, including environmental and economic impacts;

● our belief that continued progress at its Mt Todd gold project outlines a pathway to initiate detailed engineering and design in 2027;

● our intention that our focus for 2026 is on establishing the foundation for the successful execution of the Mt Todd project;

● our anticipation that the approval of permit modifications will be achieved in 2027;

● the potential for the geotechnical review, with planned drilling around the Batman pit to assess the opportunity to steepen the west pit wall, reduce stripping, and potentially convert additional mineral resources to mineral reserves;

● plans and estimates concerning potential Mt Todd development, including access to an adequate supply of water, the availability of natural gas on acceptable terms, as well as the ability to obtain all required permits;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

● our expectation that a metallurgical testing program will provide data for detailed engineering and design, with results expected mid-year 2026;

● our expectation that the single-stage XRT sorting circuit is expected to reject approximately 8% of the run-of-mine feed as waste and produce a gold loss from the rejected waste of approximately 1.7%;

● our estimate that for the 12-month period following December 31, 2025, before consideration of the use of proceeds from the March 9, 2026 financing, net recurring expenditures will be approximately $8,700, plus $1,800 for non-recurring project program costs;

● our intention to use the net proceeds from the March 9, 2026 financing to advance exploration and development activities at our Mt Todd gold project and for general corporate purpose;

● our belief that the Company has started activities expected to lead to the transition of Mt Todd to a producing operation;

● our objective to advance plans to build the internal organizational capabilities and obtain the financing needed to make the transition of Mt Todd to a producing operation;

● our expectation that we will incur expenditures of approximately $9,100, including $4,600 for its Mt Todd site management, environmental stewardship activities, and expanding its corporate capability by building an Australia-based team;

● our expectation that we will incur expenditures of approximately $10,200 in non-recurring project program costs are estimated for the 12-month period following December 31, 2025 for pre-development evaluations, project planning and early development work, initial project financing costs, and on-going site maintenance requirements;

● our expectation that certain existing infrastructure at Mt Todd resulted in reduced initial capital expenditures in developing the economic analysis for the Mt Todd FS;

Business and Industry

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

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

● our belief that our Working Capital as of December 31, 2025, together with the net proceeds from the Offering, 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;

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

27 unchanged sentences

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

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

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

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

These factors include risks such as:

5 unchanged sentences

● market conditions supporting a decision to develop Mt Todd;

● delays in commencement of construction at Mt Todd;

● our reliance on third-party power generation for the construction and operation of Mt Todd;

● delays in permitting or commencement of construction at Mt Todd;

● our reliance on third-party power generation and contract mining for the construction and operation of Mt Todd;

● increased costs that affect our operations or our financial condition;

21 unchanged sentences

● volatility in our stock price and gold equities generally;

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

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

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

● our ability to raise additional capital or raise funds from the sale of non-core assets on favorable terms, if at all;

5 unchanged sentences

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

● potential unfavorable outcome of Mexico tax litigation;

● fluctuation in foreign currency values;

● our possible status as a PFIC (as defined below) for U.S.

● our possible status as a PFIC for U.S.

federal tax purposes;

5 unchanged sentences

● a shortage of skilled labor, equipment, and supplies;

● the accuracy of calculations of mineral reserves and mineral resources and mineralized material and fluctuations therein based on metal prices, estimated costs, and inherent vulnerability of the ore and recoverability of metal in the mining process;

● the accuracy of calculations of Mineral Reserves and Mineral Resources and mineralized material and fluctuations therein based on metal prices, estimated costs, recoverability of metal in the mining process, and other relevant factors;

● changes in environmental regulations to which our exploration and development operations are subject could result in increased operating costs or our ability to operate at all;

6 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 1. Business