# Vista Gold Corp: Form 10-Q for the period ended Jun 30, 2023

- Company: [Vista Gold Corp](/companies/vgz.md) (CIK 783324)
- Form: 10-Q
- Filed: 2023-08-02
- Accepted by EDGAR: Aug 2, 2023, 16:06 ET
- Period: 2023-06-30
- Accession: 0000783324-23-000050
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/783324/000078332423000050/vgz-20230630x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/783324/000078332423000050/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-04-01 to 2023-06-30 | $0 | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2023-01-01 to 2023-06-30 | $0 | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Net income | 3 months, 2023-04-01 to 2023-06-30 | −$1.5m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2023-01-01 to 2023-06-30 | −$3.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2023-04-01 to 2023-06-30 | −$0.01 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2023-01-01 to 2023-06-30 | −$0.03 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-04-01 to 2023-06-30 | −$0.01 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2023-01-01 to 2023-06-30 | −$0.03 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-04-01 to 2023-06-30 | 120,637,683 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2023-01-01 to 2023-06-30 | 119,843,910 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2023-01-01 to 2023-06-30 | −$3.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2023-06-30 | $6.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2023-06-30 | $6.3m | us-gaap:AssetsCurrent |
| Total assets | at 2023-06-30 | $8.6m | us-gaap:Assets |
| Current liabilities | at 2023-06-30 | $758.0k | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2023-06-30 | $794.0k | us-gaap:Liabilities |
| Shareholders' equity | at 2023-06-30 | $7.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 37,291 characters.

*The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023, and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States. This discussion and analysis contains forward-looking statements and forward-looking information that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements and information as a result of many factors. See section heading “Note Regarding Forward-Looking Statements” below.*

***All dollar amounts are in U.S. dollars in thousands, except per share amounts, commodity prices, and currency exchange rates unless specified otherwise.***

### Overview

Vista Gold Corp. and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) operate in the gold mining industry. The Company’s flagship asset is the Mt Todd gold project (“Mt Todd” or the “Project”) in Northern Territory, Australia (the “NT”). The Project is one of the largest and most advanced undeveloped gold projects in Australia. All major operating and environmental permits necessary to allow development of Mt Todd are in place. Vista does not currently generate cash flows from mining operations.

Mt Todd benefits from its location in a leading mining jurisdiction and demonstrates multiple opportunities to add value through growth of mineral reserves, demonstration of project feasibility in various development scenarios, and other value adding and de-risking activities. The Project offers strategic optionality through development alternatives ranging from a smaller scale start-up with subsequent expansion to a large-scale project comparable in scale to the most prominent gold mines in Australia.

Our strategy for Mt Todd seeks to maximize shareholder value through further project de-risking, completing value-accretive strategic transactions or, with appropriate market conditions, gold production. We have retained CIBC Capital Markets (“CIBC”) as our strategic advisor to support our strategy to seek a partner or other form of transaction to maximize shareholder value. Potential strategic investors continue to show interest in Mt Todd, and the rigorous scrutiny of those who have evaluated Mt Todd has provided positive feedback on the technical merits of the Project. There are indications that market conditions are improving, yet interested parties continue to maintain a cautious approach to new, large-scale development projects and some have expressed interest in alternative development strategies at Mt Todd.

The Batman deposit at Mt Todd hosts proven and probable reserves of 6.98 million ounces as reported in the February 2022 feasibility study (the “Mt Todd FS”). There is also the opportunity for adding substantial gold resources beyond defined reserves through further exploration. Exploration at Mt Todd has demonstrated multiple additional growth targets immediately outside the Batman deposit along a 5.4 kilometer trend within the Company’s mining licenses and other precious and base metals prospects within the broader footprint of the Company’s exploration licenses.

The Mt Todd FS contemplates a processing capacity of 50,000 tonne per day (“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 Mt at 0.77 g Au/t) using a gold price of $1,125 for the 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 mine life at an average cash cost of $817 per ounce;
- high capital efficiency, with initial capital requirements of $892 million, or $141 per payable ounce of gold;
- after-tax NPV5% of $999.5 million and internal rate of return (“IRR”) of 20.6% at a gold price of $1,600 per ounce; and
- after-tax NPV5% of $1.7 billion and IRR of 29.4% at a price of $1,900 per ounce of gold.

*(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).*

*(2) See “Item 2. Properties – Mt Todd Gold Project, Northern Territory, Australia – Mineral Resources and Mineral Reserve Estimates” in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2023 for additional information.*

Vista continues to evaluate the technical and economic merits of additional development alternatives that require lower initial capital, maintain strong gold production and cashflow profiles, and preserve the opportunity for subsequent expansion or staged development. Earlier in 2023, we completed an internal 5.2M tonnes per annum (“tpa”), or 15,000 tpd, scoping study. By employing contract mining and other common construction practices used in Australia, we believe there is opportunity to maintain high capital efficiency at this smaller initial scale. Using a higher ore cutoff grade is also expected to maintain competitive cash costs. The scoping study demonstrated the economic merits of a smaller initial project but restricted the mine life to the 80 million tonne capacity of the existing tailings facility. Additional evaluation is needed to incorporate expansion or staged development scenarios that maximize resource utilization, mine life, and economic returns.

The Company recently announced: the retirement of two of its directors; the findings from the report of the Northern Territory Government’s (“NT Government”) Mineral Development Taskforce (the “Taskforce”), which recommends simplifying and improving the competitiveness of the NT royalty scheme; and the extension of the term of the Deed of Variation between the NT Government and Vista Gold (the “NT Agreement”) pertaining to Mt Todd through December 31, 2029 and including the option for an additional three-year extension.

The Company initiated cost reduction measures starting in 2022 and continues to evaluate and implement additional reductions while we pursue opportunities to further de-risk the Project. The Company plans to reduce its 2023 fixed costs by approximately 7% compared to 2022, which is anticipated to result in annual net recurring costs of approximately $5,400.

### Mineral Resources and Mineral Reserves Estimates

The tables below present the estimated mineral resources and mineral reserves for the Project. The following mineral resources and mineral reserves were prepared in accordance with both subpart 1300 of Regulation S-K (“S-K 1300”) under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, and Canadian Institute of Mining, Metallurgy and Petroleum definition standards (“CIM Definition Standards”) all as set forth in the Mt Todd FS, which is available as Exhibit 96.1 to the Company’s Annual Report on Form 10-K/A as filed with the SEC on February 13, 2023.

The Mt Todd FS is the technical report summary, prepared pursuant to S-K 1300, that was filed on EDGAR on February 24, 2022 and is entitled “S-K 1300 Technical Report Summary – Mt Todd Gold Project – 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of December 31, 2022 and an issue date of February 9, 2022, as amended February 7, 2023. The technical report summary remains current in all material respects.

A companion feasibility study for Canadian purposes, pursuant to National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), was filed on SEDAR on February 24, 2022 and is entitled “NI 43-101 Technical Report – Mt Todd Gold Project – 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of December 31, 2021 and an issue date of February 9, 2022. The companion report is referenced herein for informational purposes only. The Mt Todd FS is available for review at www.sec.gov and under our profile at www.sedarplus.ca. The Mt Todd FS is not incorporated by reference into this quarterly report on Form 10-Q.

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

### Based on US$1,300/oz Gold

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ Batman Deposit ​ Tonnes (000s) | ​ ​ ​ ​ | ​ ​ Grade (g Au/t) | ​ ​ ​ ​ | ​ Contained Ounces (000s) | ​ ​ ​ ​ ​ | ​ Heap Leach Pad ​ Tonnes (000s) | ​ ​ ​ ​ | ​ ​ Grade (g Au/t) | ​ ​ ​ ​ | ​ Contained Ounces (000s) | ​ ​ ​ ​ ​ | ​ Quigleys Deposit ​ Tonnes (000s) | ​ ​ ​ ​ | ​ ​ Grade (g Au/t) | ​ ​ ​ ​ | ​ Contained Ounces (000s) | ​ ​ ​ ​ ​ | ​ Total ​ Tonnes (000s) | ​ ​ ​ ​ | ​ ​ Grade (g Au/t) | ​ ​ ​ ​ | ​ Contained Ounces (000s) | ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- |
| Measured | ​ | — | ​ | — | ​ | — | ​ | — | ​ | — | ​ | — | ​ | 594 | ​ | 1.15 | ​ | 22 | ​ | 594 | ​ | 1.15 | ​ | 22 | ​ |
| Indicated | ​ | 10,816 | ​ | 1.76 | ​ | 613 | ​ | — | ​ | — | ​ | — | ​ | 7,301 | ​ | 1.11 | ​ | 260 | ​ | 18,117 |  | 1.49 |  | 873 | ​ |
| **Measured & Indicated** | ​ | 10,816 |  | 1.76 |  | 613 | ​ | — |  | — |  | — | ​ | 7,895 |  | 1.11 |  | 282 | ​ | 18,711 |  | 1.49 |  | 895 | ​ |
| Inferred | ​ | 61,323 |  | 0.72 |  | 1,421 | ​ | — |  | — |  | — | ​ | 3,981 |  | 1.46 |  | 187 | ​ | 65,304 |  | 0.77 |  | 1,608 | ​ |

#### Notes:

- *Measured & indicated resources exclude proven and probable 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 resources are the average grade of the heap, no cut-off applied.*
- *Batman: Resources constrained within a US$1,300/oz gold WhittleTM 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.*
- *Quigleys: Resources constrained within a US$1,300/oz gold WhittleTM 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 qualified person (“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 WhittleTM 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, 2022. There have been no changes in the mineral resource estimates since December 31, 2021 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, 2022.*
- *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, 2021.*
- *Mineral resources that are not mineral reserves have no demonstrated economic viability and do not meet all relevant modifying factors.*

### Mt Todd Gold Project – Summary of Gold Mineral Reserves

### Based on 50,000 tpd, 0.35 g Au/t cut-off and $1,125 per Ounce Pit Design

| ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ Batman Deposit ​ Tonnes (000s) ​ | ​ ​ ​ Grade (g Au/t) ​ | ​ ​ ​ Contained Ounces (000s) ​ | ​ ​ Heap Leach Pad ​ ​ Tonnes (000s) ​ | ​ ​ ​ Grade (g Au/t) ​ | ​ ​ ​ Contained Ounces (000s) ​ | ​ ​ Total ​ ​ Tonnes (000s) ​ | ​ ​ ​ Grade (g Au/t) ​ | ​ Contained Ounces (000s) | ​ |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | --- |
| Proven | 81,277 | 0.84 | 2,192 | — | — | — | 81,277 | 0.84 | 2,192 | ​ |
| Probable | 185,744 | 0.76 | 4,555 | 13,354 | 0.54 | 232 | 199,098 | 0.75 | 4,787 | ​ |
| **Proven & Probable** | 267,021 | 0.79 | 6,747 | 13,354 | 0.54 | 232 | 280,375 | 0.77 | 6,979 | ​ |

#### Economic analysis conducted only on proven and probable mineral reserves.

#### Notes:

- *Thomas L. Dyer, P.E., is the QP responsible for reporting the Batman Deposit Proven and Probable reserves.*
- *Batman deposit reserves are reported using a 0.35 g Au/t cutoff grade.*
- *Deepak Malhotra is the QP responsible for reporting the heap-leach pad 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 reserves point of reference is the point where material is fed into the mill.*
- *The effective date of the mineral reserve estimates under the requirements of S-K 1300 is December 31, 2022. There have been no changes in the mineral reserve estimates since December 31, 2021 because the Company and the relevant qualified persons determined that the same material assumptions and criteria continued to apply as of December 31, 2022, 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, 2021.*

***Cautionary note to investors: Proven and probable mineral reserves are estimated in accordance with each of S-K 1300 and CIM Definition Standards. A number of risk factors may adversely affect estimated mineral reserves and mineral resources, any of which may result in a reduction or elimination of reported mineral reserves and mineral resources. See “Item 1A. Risk Factors” in the Company’s Form 10-K as filed with the SEC on February 23, 2023.***

### Results from Operations

### Summary

Cash totaled $5,986 and working capital was $5,570 at June 30, 2023. See “Liquidity and Capital Resources”. The Company had no debt as of June 30, 2023.

Consolidated net loss for the three months ended June 30, 2023 and 2022 was $1,503 and $1,424, or $0.01 and $0.01 per basic share, respectively. Consolidated net loss for the six months ended June 30, 2023 and 2022 was $3,474 and $1,744, or $0.03 and $0.01 per basic share, respectively. The principal components of the period-over-period changes are discussed below.

### Operating income and expenses

#### Gain on disposition of mineral property interests, net

In January 2022, the Company received $2,500 to cancel the remaining 1% net smelter return royalty on the Awak Mas project in Indonesia (“Awak Mas”). Including recognition of an associated deferred option gain of $383, the Company recognized a gain of $2,883 upon receipt of the payment. With this final payment, the Company has no remaining royalty interest in Awak Mas.

#### Exploration, property evaluation and holding costs

Exploration, property evaluation and holding costs were $682 and $984 for the three months ended June 30, 2023 and 2022, respectively; and $1,486 and $2,773 for the six months ended June 30, 2023 and 2022, respectively. The decrease in 2023 for the comparable three-month periods was primarily attributable to lower spending of $243 on discretionary programs, including the 2022 drilling program, technical studies, and strategic process work. The decrease in 2023 for the comparable six-month periods was primarily attributable to lower spending of $457 on the drilling program, $489 for feasibility study work which was completed in the first quarter of 2022, $278 for other site-related activities, and $63 of decreases in other discretionary spending.

#### Corporate administration

Corporate administration costs were $878 and $876 during the three months ended June 30, 2023 and 2022, respectively; and $2,046 and $2,277 for the six months ended June 30, 2023 and 2022, respectively. The total expenses in the comparable three-month periods were basically unchanged, however 2023 recurring costs were lower by $144 and offset by higher 2023 DSU expense of $141. The decrease in 2023 for the comparable six-month periods was primarily attributable to recurring costs being lower by $254.

### Non-operating income and expenses

#### Interest income

Interest income was $70 and $9 for the three months ended June 30, 2023 and 2022, respectively; and $139 and $10 for the six months ended June 30, 2023 and 2022, respectively. The Company benefited from rising market interest rates for short-term government debt securities.

### Financial Position, Liquidity and Capital Resources

### Operating activities

Net cash used in operating activities was $2,995 and $4,252 for the six months ended June 30, 2023 and 2022, respectively. The decrease in operating cash outflows largely resulted from the absence of spending for drilling and feasibility study work in 2023 as well as reduced spending on recurring costs in 2023.

### Investing activities

Net cash provided by investing activities was $nil and $2,495 for the six months ended June 30, 2023 and 2022, respectively. The principal source of cash from investing activities during the six months ended June 30, 2022 was the $2,500 final payment for the Awak Mas royalty cancellation.

### Financing activities

During the six months ended June 30, 2023 and 2022, net cash of $871 and ($304), respectively, was provided by/(used in) financing activities. Cash provided by financing activities during the six months ended June 30, 2023 was $1,013 of net proceeds under the ATM Program (as defined below) offset by payments of $142 for employee withholding tax obligations in lieu of issuing common shares of the Company (“Common Shares”) earned from the vesting of restricted share unit awards. Cash used by financing activities during the six months ended June 30, 2022 was for payments of $355 for employee withholding tax obligations in lieu of issuing Common Shares earned from the vesting of restricted share unit awards offset by $51 of net proceeds under the ATM Program.

### Liquidity and capital resources

The Company considers available cash, cash equivalents and short-term investments to be its primary measure of liquidity. Our cash liquidity position as of June 30, 2023, comprising cash and cash equivalents of $5,986, reflected a net decrease of $2,124 during the six months ended June 30, 2023.

Current assets, net of current liabilities (“Working Capital”) is a secondary measure of liquidity for the Company. The Company had Working Capital of $5,570 and $7,714 at June 30, 2023 and December 31, 2022, respectively.

The Company initiated cost reduction measures starting in 2022 and continues to evaluate and implement additional reductions. The Company plans to reduce its 2023 fixed costs by approximately 7% compared to 2022, which is anticipated to result in annual net recurring costs of approximately $5,400. Similar net recurring costs are anticipated for 2024, after considering expected increases for inflation and potential offsets for additional spending reductions. Discretionary programs are also being reviewed and are expected to be reduced during the remainder of 2023 to approximately $300.

In addition to Vista’s existing capital resources, we are a party to an at-the-market offering agreement (the “ATM Agreement”) with H. C. 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 $10,000 (the “ATM Program”). During the six months ended June 30, 2023, the Company realized net proceeds of $1,013 under the ATM Program. As of June 30, 2023, $8,702 remained available under the ATM Program.

Offers and sales of Common Shares under the ATM Program 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 will be distributed at market prices prevailing at the time of sale.

Because the Company does not have recurring cash inflows from operations or investments, Vista relies on financing to fund operations in the normal course of business. Vista considers a range of alternative sources to raise additional capital. Potential sources may include monetization of Vista’s remaining non-core assets, which include used mill equipment that is being marketed by a third-party mining equipment dealer and a royalty interest in the U.S. Funding may also be available to Vista through equity issuances and several alternative forms of financial instruments, such as a royalty or stream interest in Mt Todd, convertible instruments, and debt facilities.

Considering current economic conditions and the Company’s ongoing initiatives, we believe our cash and cash equivalents and Working Capital as of June 30, 2023, together with available future sources of financing, will be sufficient to fund our currently planned corporate expenses, Mt Todd holding costs, and anticipated discretionary programs for at least one year from the date of issuance of this quarterly report on Form 10-Q.

Vista’s long-term viability depends upon our ability to realize value from our principal asset, Mt Todd. Our primary objective is to maintain adequate liquidity as we seek to preserve, enhance, and realize value from Mt Todd to achieve positive returns for our shareholders. Our funding strategy is to maintain a low expenditure profile, realize value from our remaining non-core assets and, when necessary, issue additional equity or find other means of financing. 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.

### Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

### Contractual Obligations

We have no material contractual obligations as of June 30, 2023.

### Critical Accounting Policies

See "Critical Accounting Estimates and Recent Accounting Pronouncements" under Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the SEC.

### Project Updates

### Mt Todd Gold Project, Northern Territory, Australia

#### Recent Developments

Vista acquired Mt Todd in 2006. Since that time, we have invested over $110 million to systematically explore, evaluate, engineer, permit and de-risk the Project. We continue to de-risk Mt Todd and undertake activities to increase shareholder value in a cost-effective manner. We believe Mt Todd’s attributes and advanced stage of technical evaluation and permitting provide a solid foundation as we seek an appropriate strategic transaction with the ongoing support of CIBC. Key considerations in any potential transaction include achieving a valuation that reflects Mt Todd’s gold production profile, long operating life, excellent gold recovery, favorable operating costs, and robust economics and minimizes future equity dilution.

The Company completed an internal 5.2M tpa scoping study during the first quarter of 2023 to evaluate the technical and economic merits of smaller-scale alternatives that contemplate significantly lower initial capital costs while preserving the opportunity for subsequent expansion or staged development.

The NT Government released the final report (the “Report”) of the Taskforce in April 2023. The Report outlines a series of recommendations and actions to increase and enhance the competitiveness of the NT as an investment destination and to position the NT to achieve its economic growth targets by 2030. As a next step, the NT Government has stated it plans to engage with stakeholders and the mining industry to obtain feedback on the approach to key recommendations and proposed specific actions in the Report. The consultation process to revise the current NT royalty structure started during the second quarter of 2023.

The Company signed an amendment to its agreement with the NT Government in May 2023 providing for the extension of the term of the NT Agreement to December 31, 2029 and including the option for an additional three-year extension.

Vista reduced its recurring costs in 2022 and through the first half of 2023. Spending controls and maximizing effectiveness continue to be high priorities. Vista expects to incur expenditures of approximately $2,100 for its Mt Todd site management and environmental stewardship activities and $400 for discretionary programs in 2023.

All scientific and technical information herein has been reviewed and approved by John Rozelle, Vista’s Sr. Vice President, a QP.

### Certain U.S. Federal Income Tax Considerations

Vista has been a “passive foreign investment company” (“PFIC”) as defined under Section 1297 of the U.S. Internal Revenue Code of 1986, as amended, in recent years and expects to continue to be a PFIC in the future. Current and prospective United States shareholders should consult their tax advisors as to the tax consequences of PFIC classification and the U.S. federal tax treatment of PFICs. Additional information on this matter is included in Vista’s Annual Report on Form 10-K for the year ended December 31, 2022, under “Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Certain United States Federal Income Tax Considerations for U.S. Residents.”

### Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of the *Private Securities Litigation Reform Act of 1995* and forward-looking information under Canadian securities laws that are intended to be covered by the safe harbor created by such legislation. All statements, other than statements of historical facts, included in this quarterly report on Form 10-Q, our other filings with the Securities and Exchange Commission 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, such things as those listed below.

### Operations

- Our belief that Mt Todd offers strategic optionality through development alternatives ranging from a smaller scale start-up with subsequent expansion to a large-scale project comparable to the most prominent gold mines in Australia;
- our belief that Mt Todd benefits from its location in a leading mining jurisdiction and demonstrates multiple opportunities to add value through growth of mineral reserves, demonstration of project feasibility in various development scenarios, and other value adding and de-risking activities;
- our belief that our Mt Todd strategy will provide maximize shareholder value through further project de-risking, completing value-accretive strategic transactions or, with appropriate market conditions, gold production;
- our belief in the opportunity to add substantial gold resources beyond defined reserves through further exploration;
- our belief that the Project has high capital efficiency;
- our belief that there are indications that market conditions are improving, yet interested parties continue to maintain a cautious approach to new, large-scale development projects;
- our belief that employing contract mining and other common construction practices used in Australia could create an opportunity to maintain high capital efficiency at a lesser initial scale;
- our expectation that using a higher cutoff grade will maintain competitive cash costs;
- our belief that the scoping study demonstrated the merits of a smaller initial project but limited the mine life to a period similar to the Mt Todd FS;
- our belief that additional evaluation is needed to incorporate expansion or staged development scenarios that maximize resource utilization, mine life and economic returns;
- our estimates of future operating and financial performance;
- our plans to reduce our 2023 fixed costs by approximately 7% compared to 2022, which is anticipated to result in annual net recurring costs of approximately $5,400;
- our belief that our cash and cash equivalents and Working Capital as of June 30, 2023, together with available future sources of financing, will be sufficient to fund our currently planned corporate expenses, Mt Todd holding costs, and anticipated discretionary programs for at least one year from the date of issuance of this quarterly report on Form 10-Q;
- our belief that Vista’s long-term viability depends upon our ability to realize value from our principal asset, Mt Todd;
- our consideration of a range of alternative sources to raise additional capital;
- our objective to maintain adequate liquidity and seek to preserve, enhance and realize value of our core assets in order to achieve positive returns for our shareholders;

### Business and Industry

- our belief that we are in compliance in all material respects with applicable laws and regulations;
- our expectation that we will continue to be a PFIC for U.S. Federal tax purposes;
- the potential that we may grant options and/or other stock-based awards to our directors, officers, employees and consultants; and
- the potential that future expenditures may be required for compliance with various laws and regulations governing the protection of the environment.

Forward-looking statements and forward-looking information have been based upon a number of estimates and assumptions including material estimates and assumptions related to our current business and operating plans, as approved by the Company’s Board of Directors; our cash and other funding requirements and timing and sources thereof; results of pre-feasibility and feasibility studies, mineral resource and reserve estimates, preliminary economic assessments and exploration activities; advancements of the Company’s required permitting processes; our experience working with our regulators; current market conditions and project development plans. 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 factors include risks such as:

### Operating Risks

- feasibility study results and the accuracy of estimates and assumptions on which they are based;
- mineral resource and reserve estimates, the accuracy of such estimates and the accuracy of sampling and subsequent assays and geologic interpretations on which they are based;
- technical and operational feasibility and the economic viability of deposits;
- 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, renew or maintain the necessary licenses, authorizations and permits for Mt Todd, including its development plans and operating activities;
- 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;
- increased costs that affect our operations or our financial condition;
- delays or disruptions in supply chains;
- our reliance on third parties to fulfill their obligations under agreements with us;
- whether projects not managed by us will comply with our standards or meet our objectives;
- whether our acquisition, exploration and development activities, as well as the realization of the market value of our assets, will be commercially successful and whether any transactions we enter into will maximize the realization of the market value of our assets;
- the success of any future joint ventures, partnerships and other arrangements relating to our properties;
- perception of the potential environmental impact of Mt Todd;
- known and unknown environmental and reclamation liabilities, including reclamation requirements at Mt Todd;
- potential challenges to the title to our mineral properties;
- opposition to construction or operation of Mt Todd;
- future water supply issues at Mt Todd;
- litigation or other legal claims;
- environmental lawsuits;

### Financial and Business Risks

- fluctuations in the price of gold;
- inflation and cost escalation;
- lack of adequate insurance to cover potential liabilities;
- the lack of cash dividend payments by us;
- our history of losses from operations;
- our ability to attract, retain and hire key personnel;
- volatility in our stock price and gold equities generally;
- our ability to obtain a development partner or 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;
- general economic conditions adverse to Mt Todd development or operation;
- the potential acquisition of a control position in the Company for less than fair value as a result of industry consolidation or otherwise;
- lack of success in our efforts to find an acceptable partner, external financing or other acceptable alternatives to move forward with development of Mt Todd;
- evolving corporate governance and public disclosure regulations;
- intense competition in the mining industry;
- tax initiatives on domestic and international levels;
- potential changes in regulations of taxation initiatives;
- fluctuation in foreign currency values;
- our likely status as a PFIC for U.S. federal tax purposes;
- cybersecurity breaches that threaten or disrupt our information technology systems;
- anti-bribery and anti-corruption laws;
- potential conflicts of interest arising from certain of our directors and officers serving as directors and officers of other companies in the natural resources sector;

### Industry Risks

- inherent hazards of mining exploration, development and operating activities;
- 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;
- 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; and
- changes in greenhouse gas emissions regulations and standards could result in increased operating costs or our ability to operate at all.

For a more detailed discussion of such risks and other important factors that could cause actual results to differ materially from those in such forward-looking statements and forward-looking information, please see the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2022, under “Part I-Item 1A. Risk Factors”. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements and forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that these statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in the statements. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows, and/or future results. Except as required by law, we assume no obligation to publicly update any forward-looking statements and forward-looking information, whether as a result of new information, future events or otherwise.

## Controls and procedures

As filed, 1,502 characters.

### Disclosure Controls and Procedures.

At the end of the period covered by this quarterly report on Form 10-Q for the three and six months ended June 30, 2023, an evaluation was carried out under the supervision of and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

### Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the three months ended June 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 535 characters.

There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC and Canadian securities regulatory authorities in February 2023. The risks described in our Annual Report and as otherwise herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows, and/or future results.

Filed Aug 2, 2023.
Source: SEC EDGAR, the filing index for accession 0000783324-23-000050. Last ingested by Listed: Nov 12, 2026, 17:23 ET. No prices; not investment advice.