What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-11 compared with 2025-02-28 · 174 added, 181 removed, 113 unchanged (76% of the section changed)

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

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

set forth under the section heading “Item 1A.

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

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

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

The scientific and technical disclosures about Mt Todd in this discussion and analysis have been reviewed and approved by Maria Vallejo Garcia, Vista’s Director of Projects and Technical Services, and a designated qualified person (or “QP”) as defined by Item 1300 of Regulation S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

The scientific and technical disclosures about Mt Todd in this discussion and analysis have been reviewed and approved by Maria Vallejo Garcia of P&G Consulting Services LLC, independent technical consultant, previously Vista’s Director of Projects and Technical Services, and a designated qualified person (or “QP”) as defined by Item 1300 of Regulation S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

Vista Gold Corp.

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

and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) operate as a development-stage company in the gold mining industry.

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 over 400 meters.

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

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

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

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

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

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

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

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

Highlights include:

● estimated proven and probable mineral reserves of 6.98 million ounces of gold (280 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.

(4) 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.

(6) 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.

Mineral Resources and Mineral Reserves Estimates

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The following mineral resources and mineral reserves were prepared in accordance with both S-K 1300 standards and CIM Definition Standards.

Mt Todd Gold Project – Summary of Gold Mineral Resource (Exclusive of Gold Mineral Reserves)

Based on US$1,300/oz Gold

Mt Todd Gold Project – Summary of Gold Mineral Resources (Exclusive of Gold Mineral Reserves)

Based on $1,950/oz Gold Price

Batman Deposit

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Measured & Indicated

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

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

The Point of Reference for the Heap Leach is the physical Heap Leach pad at the property.

● Batman and Quigleys resources are quoted at a 0.40g-Au/t cut-off grade.

Heap Leach mineral resources are the average grade of the heap, no cut-off applied.

Mineral resources constrained within a US$1,300/oz gold Whittle TM pit shell.

Pit parameters:

Mining Cost US$1.50/tonne, Milling Cost US$7.80/tonne processed, G&A Cost US$0.46/tonne processed, G&A/Year 8,201 K US$, Au Recovery, Sulfide 85%, Transition 80%, Oxide 80%, 0.2g-Au/t minimum for resource shell.

Mineral resources constrained within a US$1,300/oz gold Whittle TM pit shell.

● Mineral Resources are reported exclusive of Mineral Reserves.

● Batman and Quigleys Mineral Resources are quoted at a 0.4 g Au/t cut-off grade.

Heap Leach Pad Mineral Resources were fully converted to Mineral Reserves.

● The Point of Reference for the Batman and Quigleys Mineral Resources estimates is in-situ at the property.

The Point of Reference for the Heap Leach Pad Mineral Resources estimates is the physical Heap Leach Pad at the property.

● Batman and Quigleys Mineral Resources are constrained within a $1,950/oz gold pit shell.

Pit parameters:

Mining cost US$1.90/tonne, Processing Cost US$9.779/tonne processed, Royalty 1% GPR, Gold Recovery Sulfide, 82.0% and Ox/Trans 78.0%, water treatment US$0.09/tonne, Tailings US$0.985/tonne.

● Differences in the table due to rounding are not considered material.

Differences between Batman and Quigleys mining and metallurgical parameters are due to their individual geologic and engineering characteristics.

● Rex Bryan of Tetra Tech, Inc.

is the QP responsible for the Statement of Mineral Resources for the Batman, Heap Leach Pad and Quigleys deposits.

● Thomas Dyer of RESPEC is the QP responsible for developing the resource Whittle TM pit shell for the Batman Deposit.

● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resources estimates under the requirements of SK-1300 is December 31, 2024.

There have been no changes in the mineral resource estimates since December 31, 2023 because upon review the Company and the relevant qualified persons determined that the same material assumptions and estimates, including all economic parameters for resource estimation purposes, continued to apply as of December 31, 2024.

● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resource estimates under the requirements of NI 43-101 is December 31, 2024.

Mining Cost $3.00/tonne mined, Processing Cost $17.50/tonne processed, General and Administrative Cost $1.50/tonne processed, Au Recovery 89.7%.

● Kira Johnson MMSA of Tetra Tech is the QP responsible for the Statement of Mineral Resources for the Batman deposit, Quigleys deposit and Heap Leach Pad.

● The effective date of the Batman, Quigleys and Heap Leach Pad Mineral Resources estimates is July 25, 2025.

● Mineral Resources that are not Mineral Reserves have no demonstrated economic viability and do not meet all relevant modifying factors.

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

Mt Todd Gold Project – Summary of Gold Mineral Reserves based on 50,000 tpd, 0.35 g Au/t cut-off and $1,500 per Ounce Pit Design

● Differences in the table due to rounding are not considered material.

● The Mineral Resources were estimated in accordance with S-K 1300 and NI 43-101.

● “–“ indicates no reported value.

● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resource estimates under the requirements of S-K 1300 is December 31, 2025.

Mt Todd Gold Project – Summary of Gold Mineral Reserves Based on 15 ktpd, 0.50 g Au/t cut-off and $1,800/oz Gold Price Pit Design

Batman Deposit

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Economic analysis conducted only on proven and probable mineral reserves.

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

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

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

● The Mineral Reserves point of reference is the point where material is fed into the processing plant.

● Batman deposit Mineral Reserves are reported using a 0.50 g Au/t cutoff grade and $1,800 per ounce gold price.

● Colin McVie and Peter Lock of Mining Plus are the QP's responsible for the Statement of Mineral Reserves for Batman deposit Proven and Probable Mineral Reserves.

● Because all the Heap Leach Pad Mineral Reserves are to be fed through the processing plant, these Mineral Reserves are reported without a cutoff grade applied.

● Deepak Malhotra is the QP responsible for reporting the Heap-Leach Pad Mineral Reserves.

● Because all the Heap Leach Pad reserves are to be fed through the mill, these reserves are reported without a cutoff grade applied.

● The mineral reserves point of reference is the point where material is fed into the mill.

● The effective date of the Batman and Heap Leach Pad Mineral Reserves estimates is July 25, 2025.

● Differences in the table due to rounding are not considered material.

● The Mineral Reserves were estimated in accordance with S-K 1300 and NI 43-101.

● The effective date of the mineral reserve estimates under the requirements of S-K 1300 is December 31, 2025.

There have been no changes in the mineral reserve estimates since December 31, 2023 because the Company and the relevant qualified persons determined that the same material assumptions and criteria continued to apply as of December 31, 2024, including that the Company used a cutoff grade higher than the economic cutoff grade such that any intervening changes in the underlying economic assumptions were not material and did not require use of a cutoff grade greater than 0.35 g Au/t for mineral reserve estimation purposes.

● The effective date of the mineral reserve estimates under the requirements of NI 43-101 is December 31, 2024.

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

Todd is in the development stage.

Cautionary note to investors:

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Results from Operations

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

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

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

Consolidated net loss for the year ended December 31, 2025 was $7,499 or $0.06 per common share in the capital of Vista (each, a “Common Share”) on both a basic and diluted basis.

Consolidated net income for the year ended December 31, 2024 was $11,249 or $0.09 per Common Share on both a basic and diluted basis.

The principal components of our 2025 net loss and the year-over-year changes are discussed below.

The Company had cash of $13,622, working capital of $13,057, and no debt as of December 31, 2025.

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

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

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

Exploration, Property Evaluation and Holding Costs

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

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

The increase in 2025 included expenses related to greater focus by corporate personnel on site-related projects.

Expenses incurred for 2025 project programs at Mt Todd totaled $2,274, including $1,963 for the Mt Todd FS.

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

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

Included in the 2025 and 2024 exploration, property evaluation and holding costs were non-cash stock-based compensation of $218 and $182, respectively.

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The 2025 and 2024 corporate administration costs included non-cash stock-based compensation of $453 and $502, respectively.

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

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

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

The total expenses in the comparable periods were substantially unchanged.

Gain on sale of plant and equipment

There were no sales of plant and equipment during 2025.

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

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Interest income was $573 and $701 during the years ended December 31, 2025 and 2024, respectively.

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

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

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

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

The decrease in 2025 was due to a decrease in the average interest rate applicable to invested cash balances.

Other Income was $1,220 and $13 for the years ended December 31, 2025 and 2024, respectively.

The increase in the comparable twelve-month periods was due to the receipt of $1,257 related to our recovery of certain tax amounts paid in connection with the 2020 sale of the Los Reyes gold project in Mexico.

Financial Position, Liquidity and Capital Resources

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Net cash used in operating activities was $6,614 and $5,735 for the years ended December 31, 2025 and 2024, respectively.

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

The increase in operating cash outflows largely resulted from 2025 expenditures for the Mt Todd FS being expensed while costs of the 2024 drilling program were recorded as capitalized development costs and included in investing activities, partially offset by other income and sources of cash resulting from changes in working capital.

Investing Activities

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

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

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

Net cash provided by (used in) investing activities was ($742) and $15,593 for the years ended December 31, 2025 and 2024, respectively.

Cash provided by investing activities was higher in 2024 because the Company received Royalty Agreement proceeds totaling $17,000 and net proceeds from the sale of certain used mill equipment of $802.

Cash used in investing activities was lower by $1,715 in 2025 because substantially all 2024 drilling costs were capitalized as development costs while the Mt Todd FS costs were expensed and included as cash used in operating activities.

Cash used in investing activities for purchases of plant and equipment was higher by $248 in 2025 primarily due to installation of an enhanced evaporation system.

Financing Activities

Net cash of $4,028 for the year ended December 31, 2025 was provided by financing activities.

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

These activities include receipt of net proceeds of $4,296 under the ATM Program (as defined below) offset by payments of $268 for employee withholding taxes in lieu of issuing Common Shares earned from the vesting of restricted share unit awards.

Net cash of $1,023 for the year ended December 31, 2024 was provided by financing activities.

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

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

Liquidity and Capital Resources

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

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

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

Our cash liquidity position as of December 31, 2025, comprising cash and cash equivalents of $13,622, reflected a net decrease of $3,328 during the year ended December 31, 2025.

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

The Company had Working Capital of $13,057 and $16,457 at December 31, 2025 and December 31, 2024, respectively.

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

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

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

$1,108 from equity financings;

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

and $701 from interest income.

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

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

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

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

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

This represents a net decrease of $3,400 during the year ended December 31, 2025.

During the year ended December 31, 2025, the Company’s primary sources of cash inflows were $4,296 from equity financing activity, receipt of $1,257 related to our recovery of certain tax amounts paid previously, and interest income of $573.

These sources of cash were offset by operating cash outflows of $8,444 and other expenditures of $1,010.

Recurring costs for corporate administration and Mt Todd maintenance, and spending on the Mt Todd FS and other project programs comprised most of the Company’s operating cash outflows during the year ended December 31, 2025.

Of the other expenditures, $592 related to additions of plant and equipment and $150 related to developing revised mineral resources estimates for Mt Todd that incorporated drilling results produced after the previous mineral resources estimates.

Additional details regarding 2025 financial results are presented in the “Results from Operations” section above and the preceding discussions in this section regarding operating activities, investing activities, and financing activities.

For the 12-month period following December 31, 2024, the Company estimates net recurring costs will be approximately $6,400, plus $3,200 related to work plans at Mt Todd for:

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

and various planned maintenance projects.

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

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

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

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

The ATM Agreement was refreshed in November 2024.

For the 12-month period following December 31, 2025, the Company estimates, before consideration of the use of proceeds discussed below, net recurring expenditures will be approximately $8,700, plus $1,800 for non-recurring project program costs.

Management expects to fund Vista’s activities during the next twelve months from existing Working Capital and additional Working Capital available from the offering of Common Shares discussed below.

On March 9, 2026, Vista closed a public offering of 17,940,000 Common Shares, inclusive of the underwriters’ exercise of their 15% overallotment option, at a price of $2.50 per Common Share (the “Offering”).

Aggregate gross proceeds from the Offering totaled $44,850.

After deductions for underwriting discounts, commissions and other costs, net proceeds are estimated to total $41,900.

We intend to use the net proceeds to advance exploration and development activities at our Mt Todd gold project and for general corporate purposes, including:

Description of Use of Proceeds

Use of Proceeds

Pre-Development Evaluations at Mt Todd

Increase in Organizational Capacity

Professional Fees and Project Financing Costs

Project Planning and Early Development Works

Working Capital & General Corporate Purposes

Net Proceeds of the Offering

We are a party to an at-the-market offering agreement (the “ATM Agreement”) with H.

Wainwright & Co., LLC (“Wainwright”).

Under the ATM Agreement, the Company can, but is not obligated to, issue and sell Common Shares through Wainwright (the “ATM Program”).

In connection with the Offering, we suspended the ATM Agreement and terminated the continuous offering by us under the associated prospectus supplement.

We will not make any sales of our common shares pursuant to the ATM Agreement unless and until a new prospectus supplement is filed;

however, the ATM Agreement remains in full force and effect.

During the year ended December 31, 2025, the Company issued 2,813,888 Common Shares under the ATM Program for net proceeds of $4,296.

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

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

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

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

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

We believe our Working Capital as of December 31, 2024, together with interest income, other potential future sources of financing and sales of non-core assets, will be sufficient to fund our currently planned corporate expenses, Mt Todd holding costs, and other anticipated Mt Todd programs for at least one year from the date of issuance of this annual report on Form 10-K.

Other potential sources of cash inflows may include issuances of Common Shares, monetization of Vista’s remaining non-core assets, which include royalty interests on properties in the U.S., a royalty interest on a property in Canada, and used mill equipment that is being marketed by a third-party mining equipment dealer.

We believe our Working Capital as of December 31, 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 for at least one year from the date of issuance of this annual report on Form 10-K.

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

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

The underlying value and recoverability of the amounts shown as mineral properties and plant and equipment as presented in our Condensed Consolidated Balance Sheets depend on market and industry conditions, our ability to attract sufficient capital resources to execute our strategy, and the ultimate success of our programs to enhance and realize value at Mt Todd.

The underlying value and recoverability of the amounts shown as mineral properties and plant and equipment as presented in our Consolidated Balance Sheet at December 31, 2025 depends on market and industry conditions, our ability to attract sufficient capital resources to execute our strategy, and the ultimate success of our programs to enhance and realize value at Mt Todd.

Off-Balance Sheet Arrangements

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These measures should not be considered in isolation or as substitutes for measures of performance prepared in accordance with U.S.

There are limitations associated with the use of such non-U.S.

There are limitations associated with the use of non-U.S.

GAAP measures.

Since these measures do not incorporate revenues, changes in working capital and non-operating cash costs, they are not necessarily indicative of potential operating profit or loss, or cash flow from operations as determined in accordance with U.S.

GAAP measures associated with Cash Costs, All-in Sustaining Costs (“AISC”), initial capital requirements and resulting per ounce and per tonne processed metrics are not, and are not intended to be, presentations in accordance with U.S.

These metrics represent costs and unit-cost measures related to the Project.

We believe that these metrics help investors understand the economics of the Project.

GAAP measures presented in this report are not, and are not intended to be, presentations in accordance with U.S.

These metrics represent financial measures related to the Project.

We believe that these metrics help investors understand the economics of the Project as presented in the Mt Todd FS.

We present the non-U.S.

GAAP financial measures for our Project in the tables below.

GAAP results may vary from the amounts disclosed in this report.

Presentation based on U.S.

GAAP may cause results to vary from the amounts disclosed in this report.

Other companies may calculate these measures differently.

Cash Costs, AISC, Initial Capital Requirements per Payable Ounce of Gold and Respective Unit Cost Measures

Cash Costs and AISC, initial capital requirements per payable ounce of gold and respective unit cost measures, are non-U.S.

GAAP metrics developed by the World Gold Council to provide transparency into the costs associated with producing gold and provide a standard for comparison across the industry.

The Company reports Cash Costs and AISC on a per ounce and per tonne processed basis because we believe these metrics more appropriately reflect mining costs over specified periods and the life of mine.

The Company reports initial capital cost requirements per payable ounce of gold because this metric provides a standard measurement of initial capital efficiency.

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

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

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

AISC consists of Cash Costs (as described above), plus sustaining capital costs.

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

Other costs excluded from Cash Costs, and AISC include depreciation and amortization, income taxes, government royalties, financing charges, costs related to business combinations, asset acquisitions other than sustaining capital, and asset dispositions.

Initial capital requirements per payable ounce of gold consists of total initial capital requirements divided by the corresponding payable gold ounces.

The following tables demonstrate the calculation of Cash Costs, AISC, and the respective unit-cost metrics for amounts presented in this report in respect of Mt Todd.

Years 1-7 (1)

Operating Costs

Refining Cost

Cash Cost per ounce

Sustaining Capital

All-In-Sustaining Costs

Determination of Non-U.S.

GAAP Financial Measures

This report includes the following financial measures presented on a non-U.S.

● Cash Costs per ounce produced and per tonne processed;

● AISC per ounce;

Initial capital requirements

Initial capital requirements per payable ounce of gold

Years 1-7 (1)

● Capital Efficiency;

● Benefit to Cost Ratio.

Cash Costs per ounce produced and AISC per ounce produced are non-U.S.

GAAP metrics developed by the World Gold Council intended to improve transparency into the costs associated with producing gold and provide a standard for comparison across the industry.

The Company reports Cash Costs and AISC on a per ounce basis and Cash Costs on a per tonne processed basis because we believe these metrics appropriately reflect mining costs over specified periods and the life of mine.

The Company reports on Capital Efficiency and Benefit to Cost Ratio because these metrics provide a standard measurement of initial capital efficiency.

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

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

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

AISC consists of Cash Costs (as described above), plus sustaining capital costs.

The sum of these costs is divided by the corresponding ounces of gold produced to determine the AISC per ounce metric.

Costs excluded from Cash Costs and AISC include depreciation and amortization, exploration and development costs not required to achieve the gold production set out in the technical study, corporate costs or allocations, income taxes, NT Government royalties subject to legislative changes, financing charges, costs related to business combinations, asset acquisitions other than sustaining capital, and asset dispositions.

Capital Efficiency consists of initial capital expenditures divided by the ounces of gold produced.

Benefit to Cost Ratio consists of the after-tax NPV 5% of project cash flows divided by initial capital.

The following table presents the calculations used to determine the non-U.S.

GAAP financial measures presented in the report.

Gold Produced

Tonnes processed

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Site General and Administrative Costs

Water Treatment

Tailings Management

Jawoyn Royalty

Wheaton Royalty

Refining Cost

Per Payable Ounce:

Mining Cost per ounce

Processing Cost per ounce

Site General and Administrative Costs per ounce

Water Treatment per ounce

Tailings Management per ounce

Refining Cost per ounce

Royalties per ounce

Cash Cost per ounce

Per Tonne Processed:

Mining Cost per tonne processed

Processing Cost per tonne processed

Site General and Administrative Costs per tonne processed

Water Treatment per tonne processed

Tailings Management per tonne processed

Refining Cost per tonne processed

Royalties per tonne processed

Cash Cost per tonne processed

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

Sustaining Capital

Per Ounce Produced ($ ÷ Gold Produced):

Processing Cost

Site General and Administrative Costs

Jawoyn Royalty

Wheaton Royalty

Refining Cost

Sustaining Capital

Per Tonne Processed ($ ÷ Tonnes Processed):

Processing Cost

Site General and Administrative Costs

Jawoyn Royalty

Wheaton Royalty

Refining Cost

Initial Capital

Sustaining Capital

Capital Costs

Total Gold Produced (1)

Capital Efficiency

After-tax NPV 5%

Initial Capital

Benefit to Cost Ratio

(1) Total Gold Produced includes ounces produced during three years of reprocessing of heap leap pad material as self-funding reclamation after year 30.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis