What changed in this filing

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Item 1A. Risk Factors

2026-03-11 compared with 2025-02-28 · 17 added, 20 removed, 244 unchanged (13% of the section changed)

35 unchanged sentences

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

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

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

is replenished.

This could have a material adverse effect on our business prospects, results of operations, cash flows and financial condition.

13 unchanged sentences

We could be subject to environmental lawsuits.

Neighboring landowners and other third parties could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by environmental nuisance, the release of hazardous substances or other waste material into the environment on or around our properties.

Neighboring landowners and other third parties could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by environmental nuisance or the release of hazardous substances or other waste material into the environment on or around our properties.

There can be no assurance that our defense of such claims would be successful.

5 unchanged sentences

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

Consequently, we may have material undisclosed environmental responsibilities which

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

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

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

6 unchanged sentences

As a result, we may be unable to secure adequate financing or complete other activities necessary to continue our planned activities.

Any resulting delays or an inability to develop and operate Mt Todd as planned could have a material adverse effect on our business prospects, results of operations, cash flows, financial condition and corporate reputation.

Any resulting delays or an inability to develop and operate Mt Todd as planned could

have a material adverse effect on our business prospects, results of operations, cash flows, financial condition and corporate reputation.

Our exploration and development activities, strategic transactions, or any acquisition activities may not be commercially successful and could fail to lead to gold production or fail to add value .

Substantial expenditures are required to acquire gold properties, establish mineral reserves through drilling and analysis, develop metallurgical processes to extract metal from the ore and develop the mining and processing facilities and infrastructure at any site chosen for mining.

We cannot be assured that any such activities will be commercially successful, lead to gold production, or add value.

We cannot be assured that any such activities will be commercially successful, be completed in a timely manner, lead to gold production, or add value.

Financial and Business Risks

11 unchanged sentences

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

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

The loss of services from key personnel or a

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

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

The loss of services from key personnel or a limitation in their availability could materially and adversely impact our business, prospects, liquidity, financial condition and results of operations.

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

39 unchanged sentences

Some of our competitors are much larger, established companies with greater financial and technical resources than ours.

We compete with other companies for attractive mining properties, for capital, for equipment and supplies, for outside services and for qualified managerial and technical employees.

We compete with other companies for attractive mining properties, for capital, for equipment and supplies, for outside services, and for qualified managerial and technical

Access to financing, equipment, supplies, skilled labor, and other resources may also be affected by competition from non-mining related commercial sectors.

23 unchanged sentences

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

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

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

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

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

13 unchanged sentences

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

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

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

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

9 unchanged sentences

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

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

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

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

1 unchanged sentence

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

These thresholds reflect the levels of confidence that exist

at the time the study is completed.

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

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

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

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

7 unchanged sentences

The nature of these risks is such that liabilities might exceed any liability insurance policy limits.

It is also possible that the liabilities and hazards might not be insurable, or, we could elect not to be insured against such liabilities due to high premium costs or other reasons, or our insurance for a particular event or circumstance might be insufficient, in which event we could incur significant costs that could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation.

It is also possible that the liabilities and hazards might not be insurable, we could elect not to be insured against such liabilities due to high premium costs or other reasons, or our insurance for a particular event or circumstance might be insufficient, in which event we could incur significant costs that could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation.

Pending or future legislation and regulations or other standards intended to address climate change could result in increased operating costs.

37 unchanged sentences

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

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

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

We have implemented policies, controls, and practices to manage and safeguard our Company and stakeholders from internal and external cybersecurity threats and to comply with changing legal requirements and industry practice.

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

19 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 1A. Risk Factors