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Item 8. Financial Statements and Supplementary Data

2026-03-11 compared with 2025-02-28 · 98 added, 84 removed, 387 unchanged (32% of the section changed)

14 unchanged sentences

(the “Company”), as of December 31, 2025 and 2024, and the related consolidated statements of income (loss), shareholders’ equity, and cash flows for the years ended December 31, 2025, and 2024 and the related notes (collectively referred to as the “financial statements”).

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

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

as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31 2025, and 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

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

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

1 unchanged sentence

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

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

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

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

2 unchanged sentences

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

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

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

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

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

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

7 unchanged sentences

Chartered Professional Accountants

February 28, 2025

March 11, 2026

VISTA GOLD CORP.

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Non-current liabilities:

Deferred gain on grant of royalty (Note 6)

Other liabilities

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Gain on sale of plant and equipment (Note 4)

Total operating income (expense), net

Non-operating income (expense):

Total operating income (expense)

Non-operating income:

Interest income

Other income (expense)

Other income, net

Total non-operating income

20 unchanged sentences

Shares issued (RSUs vested, net of shares withheld)

Shares issued (shares issued in exchange for vested DSUs)

Stock-based compensation

22 unchanged sentences

Capitalized mineral property development costs

Net cash provided by investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

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

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

We are taking steps to ensure that development can proceed in an orderly and efficient manner.

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

5 unchanged sentences

All significant intercompany balances and transactions have been eliminated.

The Consolidated Financial Statements have been prepared in accordance with U.S.

The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States.

Use of Estimates

7 unchanged sentences

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

functional currency;

and the provision for environmental liabilities.

5 unchanged sentences

Our functional currency is the U.S.

Foreign currency transactions denominated in currency other than the functional currency are recorded at the approximate rate of exchange at the transaction date and any gains/(losses) resulting therefrom are recorded in other expense.

Foreign currency transactions denominated in a currency other than the functional currency are recorded at the approximate rate of exchange at the transaction date and any gains/(losses) resulting therefrom are recorded in other expense.

For each of the years ended December 31, 2025 and 2024, net foreign currency gains/(losses) were insignificant.

1 unchanged sentence

Mineral property acquisition costs, including directly related costs, are capitalized when incurred.

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

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

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

3 unchanged sentences

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

Development and/or start-up of mineral properties will depend on, among other things, management’s ability to raise sufficient capital for these purposes.

Proceeds received from option or conveyance agreements for unproved properties are ascribed to recovery of the carrying value of the related project until the carrying value reaches zero.

Thereafter, any additional proceeds received are recognized as a contract liability (deferred option gain) until control has transferred to the buyer and substantial obligations of the Company have been met, or the related contract terminates.

Development and/or operation of mineral properties will depend on, among other things, management’s ability to raise sufficient capital for these purposes.

Gains on disposal and grant of royalty interests are recognized in operating income when the Company has completed its significant obligations.

20 unchanged sentences

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

Reclassifications

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

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

Recently Adopted Accounting Standards

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

Improvements to Reportable Segment Disclosures .

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

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

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

In 2025, we adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 updates income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

The amendments in ASU 2023-09 are effective for the Company for annual periods beginning after December 15, 2024.

Certain prior period amounts presented in Note 10 have been restated within the tables to conform with the current period presentation.

There was no change to the Consolidated Balance Sheets, Consolidated Statements of Income/(Loss), Consolidated Statements of Shareholders’ Equity, and Statements of Cash Flows from the reclassifications.

The adoption of ASU 2023-09 has not had a material effect on the Company’s disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

18 unchanged sentences

Capitalized mineral property development drilling costs totaled $ 150 in the year ended December 31, 2025.

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

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

40 unchanged sentences

During the year ended December 31, 2025 the Company sold 2,813,888 Common Shares for net proceeds of $ 4,926 under the ATM Program.

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

During the year ended December 31, 2024 the Company sold 1,722,966 Common Shares for net

proceeds of $ 1,108 under the ATM Program.

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

See Note 12 for a subsequent event.

Other Share Issuances

During the years ended December 31, 2025 and 2024, we issued 641,621 and 445,551 Common Shares, respectively, in connection with vesting of restricted share units (“RSUs”).

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

During the years ended December 31, 2025 and 2024, we issued nil and 295,000 Common Shares, respectively, in exchange for deferred share units (“DSUs”) held by directors of the Company whose service on the Board of Directors ended in those years.

Warrant activity is summarized in the following table.

2 unchanged sentences

As of December 31, 2023

( 7,408,101 )

As of December 31, 2024

As of December 31, 2025

All warrants expired on July 12, 2024.

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Year Ended December 31,

As of December 31, 2024, unrecognized compensation expense for RSUs was $ 288 , which is expected to be recognized over a weighted average period of 1.2 years.

As of December 31, 2025, unrecognized compensation expense for awarded RSUs was $ 283 , which is expected to be recognized over a weighted average period of 1.2 years.

Restricted Share Units

4 unchanged sentences

Unvested - December 31, 2023

Cancelled/forfeited

Vested, net of shares withheld

Unvested - December 31, 2024

Cancelled/forfeited

Vested, net of shares withheld

Unvested - December 31, 2025

During the years ended December 31, 2024 and 2023, the Company withheld shares equivalent to the value of employee withholding tax obligations which resulted from RSUs vesting in the period.

Shares withheld are considered cancelled/forfeited.

During the years ended December 31, 2025 and 2024, the Company withheld shares equivalent to the value of employee withholding taxes in lieu of issuing Common Shares which resulted from RSUs vesting in the period.

Under the LTIP, a portion of the RSU awards vest on a fixed future date providing the recipient continues to be affiliated with Vista on that date.

15 unchanged sentences

Outstanding - December 31, 2024

Shares issued to participants

Outstanding - December 31, 2025

8 unchanged sentences

Outstanding - December 31, 2025

Exercisable - December 31, 2024

Weighted Average Common Shares

At December 31,

Year Ended December 31,

Basic Common Shares

1 unchanged sentence

Diluted Common Shares

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

As the Company was in a net loss position for the year ended December 31, 2025, all potentially dilutive Common Shares were considered antidilutive.

Commitments and Contingencies

11 unchanged sentences

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

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

This may include costs associated with

actions by the Company and actions attributable to others should no other responsible or potentially responsible parties be identified.

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

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

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

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

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

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

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

In September 2025, the court ruled in favor of MGS in its suit brought against the SAT on these 2012 matters and there is no remaining legal remedy available to the SAT against the court’s decision.

While there remains a SAT case associated with MGS’s utilization in 2020 of the 2012 deductions, management believes that the September 2025 ruling provides for recognition of the deductions utilized to offset 2020 taxable income related to the sale of MGS.

However, the outcome of this remaining case is unknown and no estimate of potential loss can be made at this time.

In May 2025, penalties totaling A$ 162,000 were assessed under the Northern Territory Aboriginal Sacred Sites Act 1989 and paid by Vista.

The penalties resulted from drilling undertaken by Vista in 2021 and 2022.

Supplemental Cash Flow Information and Material Non-Cash Transactions

1 unchanged sentence

There were no significant non-cash transactions for the years ended December 31, 2025 and 2024.

The Company’s U.S.

and foreign source income/(loss) were:

Years Ended December 31,

Other foreign, net

During the years ended December 31, 2024 and 2023, the Company recognized $nil current and deferred income tax expense or benefit in each of the U.S., Canada, and other foreign jurisdictions, due to full valuation allowances within each jurisdiction.

Rate Reconciliation

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

The Company’s income/(loss) before provision for income taxes consisted of the following:

Years Ended December 31,

Combined income taxed at statutory rates

Increase (decrease) in taxes from:

Stock-based compensation

Meals and Entertainment

Imputed interest

Other adjustments

Expiring NOLs

Inflation adjustment

Prior year provision to actual adjustments

Change in U.S.

Differentials in foreign tax rates

Changes in foreign exchange rates

Changes in valuation allowances affecting income tax expense or benefit

Income tax (benefit)/expense

During the years ended December 31, 2025 and 2024, the Company recognized $nil current and deferred income tax expense or benefit in each of the U.S.

and foreign jurisdictions, due to full valuation allowances within each jurisdiction.

Deferred Taxes

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Components of the Company’s deferred tax assets and liabilities were:

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards.

The tax effects of significant items comprising the Company's deferred taxes are as follows:

Deferred income tax assets:

Excess tax basis over book basis of property, plant and equipment

Operating loss carryforwards

Net operating loss carryforwards

Accrued compensation

Stock compensation

Capital loss carryforwards

Property, plant and equipment

Capital expenditures

Stock compensation

VAT recoverable

1 unchanged sentence

Offering costs

Accrued vacation

Total future tax assets

Valuation allowance for future tax assets

Total deferred tax assets

Deferred income tax liabilities:

Deferred proceeds for tax purposes from royalty transaction

Other investments

Total deferred tax liabilities

Valuation allowance for future tax assets

Total deferred taxes, net

Valuation Allowance on Canadian and Foreign Tax Assets

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

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

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

Valuation Allowance on Deferred Tax Assets

ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is "more likely than not." Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period.

Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance.

The valuation allowance increased by 5,000 during 2025.

Loss Carryforwards

The Company’s tax loss carryforwards expire as follows:

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

Net operating and capital loss carryforwards as of the December 31, 2025 are as follows:

Expiration Years

Net operating losses, Federal (Pre January 1, 2018)

Net operating losses, Federal (Post December 31, 2017)

Do not expire

Net operating losses, state

2036 - Indefinite

Net operating losses, foreign

Do not expire

Capital loss carryforwards, foreign

Do not expire

Rate Reconciliation

The effective tax rate of the Company's provision (benefit) for income taxes differs from the federal statutory rate as follows:

Years Ended December 31,

Federal statutory tax rate

Change in valuation allowance

Nondeductible items

Imputed interest

Stock compensation - excess benefit/detriment

Prior year true-ups and other

Stock compensation

Foreign tax effects

Foreign tax rate differential

Nondeductible items and other

Change in valuation allowance

Stock compensation

Foreign tax rate differential

Nondeductible items and other

Change in valuation allowance

Other foreign jurisdictions

Tax Statute of Limitations

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

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

We reported no revenues from mining operations during the years ended December 31, 2025 or 2024.

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

3 unchanged sentences

Employee compensation

Capitalized Development Drilling

2025 feasibility study and related costs

Drilling and related costs

Capitalized development costs

Project programs

17 unchanged sentences

Australia segment long-lived assets

Subsequent Events

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.

Aggregate gross proceeds totaled $ 44,850 , prior to deductions for underwriting discounts, commissions and other costs.

In connection with this 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.

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

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data