# Vista Gold Corp: Form 10-Q for the period ended Mar 31, 2024

- Company: [Vista Gold Corp](/companies/vgz.md) (CIK 783324)
- Form: 10-Q
- Filed: 2024-05-02
- Accepted by EDGAR: May 2, 2024, 13:37 ET
- Period: 2024-03-31
- Accession: 0000783324-24-000048
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/783324/000078332424000048/vgz-20240331x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/783324/000078332424000048/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-01-01 to 2024-03-31 | $0 | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Net income | 3 months, 2024-01-01 to 2024-03-31 | −$1.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-01-01 to 2024-03-31 | −$0.01 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-01-01 to 2024-03-31 | −$0.01 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-01-01 to 2024-03-31 | 121,217,992 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2024-01-01 to 2024-03-31 | −$1.4m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-01-01 to 2024-03-31 | $51.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2024-03-31 | $11.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-03-31 | $12.4m | us-gaap:AssetsCurrent |
| Total assets | at 2024-03-31 | $15.3m | us-gaap:Assets |
| Current liabilities | at 2024-03-31 | $1.2m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-03-31 | $11.2m | us-gaap:Liabilities |
| Shareholders' equity | at 2024-03-31 | $4.1m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 45,439 characters.

*The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements for the three months ended March 31, 2024, 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 as a development stage company in the gold mining industry. Vista does not currently generate cash flows from mining operations. The Company’s flagship asset is the Mt Todd gold project (“Mt Todd” or the “Project”) in Northern Territory, Australia (the “NT”). Mt Todd is among the largest development stage opportunities in Australia. All major operating and environmental permits necessary to initiate development of Mt Todd are in place.

Mt Todd benefits from its location in a leading mining jurisdiction and demonstrates multiple opportunities to add value through growth of mineral reserves, alternative development strategies, and other de-risking activities. The Project offers strategic optionality through development as a large-scale project or a smaller-scale start-up with subsequent staged expansion.

In view of the scale of investment required to develop Mt Todd, we are evaluating alternatives that offer the potential to provide shareholders with greater financial returns and lower exposure to risk. We continue to work with CIBC Capital Markets (“CIBC”) to identify and advance interest in Mt Todd and are focused on achieving a transaction that maximizes shareholder value. Potential strategic investors continue to show interest in Mt Todd and have provided positive feedback on the technical merits of the Project. However, interested parties continue to maintain a cautious approach to large-scale development projects and some have expressed interest in alternative development strategies at Mt Todd. Vista also considers possible corporate opportunities as a means to enhance our liquidity. Our funding strategy is to maintain adequate liquidity while minimizing 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 to enhance its liquidity and deliver shareholder value.

The Batman deposit at Mt Todd hosts proven and probable mineral reserves of 6.98 million ounces as reported in the March 2024 feasibility study (the “Mt Todd FS”). There is also an opportunity to add gold mineral resources beyond presently defined mineral reserves through further exploration. Exploration at Mt Todd has demonstrated 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.

In March 2024, we completed an updated feasibility study for Mt Todd in conjunction with our annual reporting of mineral resources and mineral reserves as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as required pursuant to Item 1300 of Regulation S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The updated feasibility study reflects changes in project economics since the feasibility study filed in February 2022. Material capital and operating cost components have been updated with quotes obtained in the first quarter of 2024. The updated study also reflects the current outlook for the long-term gold price and foreign exchanges rates, and the recently announced royalty. Mt Todd mineral resources and mineral reserves, mine plans, gold recoveries, and gold production schedules remain unchanged.

The Mt Todd FS contemplates a plant processing 50,000 tonnes 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 $1,500 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 mine life 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 NPV5% of $1.13 billion and internal rate of return (“IRR”) of 20.4% at a gold price of $1,800 per ounce; and
- after-tax NPV5% of $2.01 billion and IRR of 30.3% at a price of $2,200 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 March 14, 2024 for additional information.*

*(3) Cash costs, cash cost per ounce, and initial capital requirements per payable ounce of gold are non-U.S. GAAP financial measures; see Non-U.S. GAAP Financial Measures for additional disclosure.*

In December 2023, Vista entered into a royalty agreement (the “Royalty Agreement”) with Wheaton Precious Metals (Cayman) Co., an affiliate of Wheaton Precious Metals Corp. (“Wheaton”), in relation to Mt Todd. Pursuant to the terms of the Royalty Agreement, Vista granted Wheaton a royalty in the amount of 1% of gross revenue from the sale or disposition of minerals from the Project (the “Royalty”), subject to adjustments in certain circumstances. As consideration for the Royalty, Wheaton agreed to provide Vista with $20 million to advance Mt Todd and for general corporate purposes, subject to certain conditions set forth in the Royalty Agreement. Wheaton has also been granted a right of first refusal on future royalties, streams or pre-pays pertaining to Mt Todd. Vista received Royalty proceeds of $3 million in December 2023 and $7 million in February 2024. The remaining Royalty proceeds totaling $10 million are to be received six months from the date of the first installment provided that Vista Gold Australia has commenced a 6,000-meter drilling program at Mt Todd and satisfied customary conditions, representations, and warranties.

In January 2024, the Company commenced a 6,000-7,000 meter drill program, with the focus to add shallow gold resources at the north end of the Batman deposit. This drilling program is a condition of the Royalty Agreement. The objective of this program is to convert gold resources to gold reserves that can be included in the mine production schedule and project cash flows. If successful, management believes this will add value to Mt Todd by improving cash flow as a result of a more constant production profile, reduced stripping, and increased mine life for all development scenarios. The proposed drilling is expected to have an all-in cost of approximately $2 million and to be completed by year end.

The Company plans to leverage the results of the drilling program and prior technical studies by advancing evaluations of staged development scenarios for Mt Todd. Vista continues to evaluate the technical and economic merits of staged development scenarios with a focus on lower initial capital, strong gold production and cash flow profiles, while preserving the opportunity for subsequent staged development. In 2023, we completed a 5.2 million tpa, nominally 15,000 tpd, internal scoping study. By using contract mining and power generation, and construction practices commonly used in Australia, we believe there is opportunity to maintain high capital efficiency at this smaller initial project scale. Using a higher ore cutoff grade at the start is also expected to help maintain competitive cash costs. The scoping study demonstrated the economic merits of a smaller scale initial project but restricted the mine life to the 80 million tonne capacity of the existing tailings facility. Additional evaluation is needed to incorporate staged development scenarios that improve resource utilization, mine life, and economic returns.

The Company published its inaugural Environmental, Social, and Governance Report (“ESG Report”) during the first quarter of 2024.

### 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 S-K 1300 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 March 14, 2024.

The Mt Todd FS is the technical report summary, prepared pursuant to S-K 1300, that was filed with the SEC on March 14, 2024 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 March 12, 2024 and an issue date of March 14, 2024. 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 April 16, 2024 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 March 12, 2024 and an issue date of April 16, 2024. 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 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.*
- *Batman: Mineral 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: Mineral 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 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, 2023. There have been no changes in the mineral resource estimates since December 31, 2022 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, 2023.*
- *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, 2023.*
- *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 $1,500 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 mineral reserves.*
- *Batman deposit mineral reserves are reported using a 0.35 g Au/t cutoff grade and $1,800 per ounce gold price. A US$ 1,500/oz-Au pit shell was used.*
- *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 mineral reserve estimates under the requirements of S-K 1300 is December 31, 2023. There have been no changes in the mineral reserve estimates since December 31, 2022 because the Company and the relevant qualified persons determined that the same material assumptions and criteria continued to apply as of December 31, 2023, 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, 2023.*

***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 March 14, 2024.***

### Results from Operations

### Summary

Cash totaled $11,913 and working capital was $11,200 at March 31, 2024. See “Liquidity and Capital Resources”. The Company had no debt as of March 31, 2024.

Consolidated net loss for the three months ended March 31, 2024 and 2023 was $1,073 and $1,971, or $0.01 and $0.02 per basic share, respectively. The principal components of the period-over-period changes are discussed below.

### Operating income and expenses

#### Exploration, property evaluation and holding costs

Exploration, property evaluation and holding costs were $765 and $804 for the three months ended March 31, 2024 and 2023, respectively. The decrease in 2024 for the comparable three-month period was primarily attributable to capitalization of $90 of costs related to the 2024 drilling program, partially offset by higher discretionary spending of $54 related to the 2024 update of the Mt Todd FS.

#### Corporate administration

Corporate administration costs were $1,243 and $1,168 during the three months ended March 31, 2024 and 2023, respectively. The increase in the comparable three-month periods was due to higher stock-based compensation expense of $103, and higher discretionary spending of $61, partially offset by lower compensation costs of $94 and lower corporate and compliance costs of $55.

#### Gain on sale of plant and equipment, net

In March 2024, the Company recorded a gain of $802 upon sale of certain components of our used mill equipment. Gross proceeds totaled $900 and were offset by selling expense of $98.

### Non-operating income and expenses

#### Interest income

Interest income was $103 and $69 for the three months ended March 31, 2024 and 2023, respectively. The Company benefited from greater cash on hand and higher market interest rates for short-term government debt securities in the 2024 period.

### Financial Position, Liquidity and Capital Resources

### Operating activities

Net cash used in operating activities was $1,416 and $1,776 for the three months ended March 31, 2024 and 2023, respectively. The decrease in operating cash outflows largely resulted from increased payables and capitalization of costs for development drilling.

### Investing activities

Net cash provided by investing activities was $7,345 and $nil for the three months ended March 31, 2024 and 2023, respectively. The Company received the second instalment payment of $7,000 under the Royalty Agreement and $900 for the sale of certain used mill equipment in the 2024 period. These inflows were partially offset by capitalized development drilling costs of $504.

### Financing activities

During the three months ended March 31, 2024 and 2023, net cash of $(85) and $311, respectively, was provided by/(used in) financing activities. Cash used by financing activities during the three months ended March 31, 2024 was for payments 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 provided by financing activities during the three months ended March 31, 2023 was $453 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 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 March 31, 2024, comprising cash and cash equivalents of $11,913, reflected a net increase of $5,844 during the three months ended March 31, 2024.

Current assets, net of current liabilities (“Working Capital”), is a secondary measure of liquidity for the Company. The Company had Working Capital of $11,200 and $5,576 at March 31, 2024 and December 31, 2023, respectively.

During the three months ended March 31, 2024, the Company benefited from cash inflows of $7,000 from its grant of the Royalty on Mt Todd and $900 upon sale of a portion of its used mill equipment. These sources of cash were offset by operating cash outflows of $1,416 and other expenditures of $640. Recurring costs for corporate administration and Mt Todd maintenance were most the Company’s operating cash outflows during the three months ended March 31, 2024. Of the other expenditures, $504 related to Vista’s development drilling program at Mt Todd. Additional details regarding 2024 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 ensuing 12 months following March 31, 2024, the Company estimates recurring costs will be approximately $5,800. Work plans at Mt Todd are expected to increase during the next twelve-month period as the Company continues a 6,000-7,000 meter drilling program in the area immediately north of the Batman pit, undertakes other Mt Todd-related technical programs, and completes several planned maintenance projects. Overall, these activities are projected to include spending totaling approximately $3,800, for the ensuing 12 months following March 31, 2024.

Management expects to fund Vista’s activities during the next twelve months from existing cash and cash equivalents, anticipated additional proceeds from its grant of the Royalty on Mt Todd, and interest income. The Royalty Agreement is expected to provide total proceeds of $20,000. Of this amount, $3,000 was received in December 2023 and $7,000 was received in February 2024. The final installment of $10,000 is to be received six months from the date of the first installment providing Vista Gold Australia has commenced a drilling program at Mt Todd and satisfied other customary conditions, representations, and warranties.

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 three months ended March 31, 2024, the Company issued 100,000 Common Shares under the ATM Program for net proceeds of $53, which was settled in April 2024. As of March 31, 2024, $8,647 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 in the U.S. and used mill equipment that is being marketed by a third-party mining equipment dealer.

Considering current economic conditions and the Company’s ongoing initiatives, we believe our Working Capital as of March 31, 2024 and remaining proceeds expected from the Royalty, together with 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 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. We seek to maintain adequate liquidity and minimize dilution as we advance our primary objective to maximize returns to our shareholders by preserving, enhancing, and realizing value from Mt Todd. Our funding strategy is to maintain a low expenditure profile, satisfy the conditions to receive the remaining proceeds from the Royalty Agreement, realize value from our remaining non-core assets and, when considered appropriate, issue additional equity or find other means of financing. 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.

### Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

### Contractual Obligations

We have no material contractual obligations as of March 31, 2024.

### 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, 2023 as filed with the SEC.

### Non-U.S. GAAP Financial Measures

In this report, we have provided information prepared or calculated according to U.S. GAAP, as well as provided certain non-U.S. GAAP prospective financial performance measures. Because the non-U.S. GAAP performance measures do not have standardized meanings prescribed by U.S. GAAP, they may not be comparable to similar measures presented by other companies. These measures should not be considered in isolation or as substitutes for measures of performance prepared in accordance with U.S. GAAP. There are limitations associated with the use of such 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.

The non-U.S. GAAP measures associated with cash costs, cash costs per ounce, and initial capital requirements per payable ounce of gold metrics are not, and are not intended to be, presentations in accordance with U.S. GAAP. 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. We present the non-U.S. GAAP financial measures for our Project in the tables below. Actual U.S. GAAP results may vary from the amounts disclosed in this report. Other companies may calculate these measures differently.

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

Cash costs, cash costs per ounce, and initial capital requirements per payable ounce of gold, 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 on a per ounce basis because we believe this metric appropriately reflects the direct mining costs associated with gold production over 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. The sum of these costs is divided by the corresponding payable gold ounces to determine cash cost per ounce.

Other costs excluded from cash costs include depreciation and amortization, income taxes, government royalties, financing charges, costs related to business combinations, asset acquisitions, 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, cash costs per ounce, and initial capital requirements per ounce metrics for amounts presented in this report.

| ​ ​ ​ ​ | Units | Life of Mine (16 years) |
| --- | --- | ---: |
| Payable gold | koz | 6,313 |
| Operating costs | US$ millions | $5,420 |
| Refining cost | US$ millions | $23 |
| Royalties | US$ millions | $324 |
| Cash costs | US$ millions | $5,767 |
| Cash cost per ounce | US$/oz | $913 |
| ​ | ​ | ​ |
| Initial capital requirements | US$ millions | $1,030 |
| Initial capital requirements per payable ounce of gold | US$/oz | $163 |

### 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 commenced a 6,000-7,000 meter drilling program in January 2024, targeting resources at the north end of the Batman deposit with the potential to add lower-stripping ratio reserves. Vista plans to follow this drilling program with technical studies to evaluate an initially smaller-scale, staged development strategy which would result in lower initial capital costs.

The Company announced the results of updated SK-1300 and NI 43-101 feasibility studies in March and April 2024, respectively. The updated feasibility studies reflect changes in project economics since the feasibility study report filed in February 2022. Material capital and operating cost components have been updated with quotes obtained during the first quarter of 2024. The studies reflect the current outlook for the long-term gold price and foreign exchange rates, and the Wheaton Royalty. Mt Todd mineral resources and mineral reserves, mine plans, gold recoveries, and gold production schedules remain unchanged. The technical data and economic conclusions of the NI 43-101 Report are materially identical to the results of the S-K 1300 Report, with differences in the formatting of the reports and details of certain assumptions resulting only from the respective disclosure requirements of NI 43-101 and S-K 1300.

Vista released its inaugural ESG Report in March 2024. The ESG Report provides transparency and outlines progress on the Company’s ESG performance in 2023, and goals and key initiatives for the coming year.

In December 2023, the Company announced the Royalty Agreement whereby Vista granted a 1% gross revenue royalty, subject to adjustment, on future gold production from Mt Todd to Wheaton in exchange for cash payments totaling $20 million. To date, payments totaling $10 million have been received, and the remaining installment of $10 million is to be received six months from the date of the first installment provided that Vista Gold Australia has commenced a 6,000-meter drilling program at Mt Todd and satisfied customary conditions, representations, and warranties.

The Company completed a 5.2 million tpa internal 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 staged development.

Vista expects to incur expenditures of approximately $2,200 for its Mt Todd site management and environmental stewardship activities and $3,800 for discretionary programs for the ensuing 12 months following March 31, 2024, most of which relates to the 2024 drilling program.

All scientific and technical information herein has been reviewed and approved by John Rozelle, a technical consultant, a QP.

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

Vista believes it is possible the Company may be classified as 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, 2023, 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 as a large-scale project or a smaller-scale start-up with subsequent staged expansion;
- our belief that Mt Todd benefits from its location in a leading mining jurisdiction and offers opportunities to add value through growth of mineral reserves, alternative development strategies, and other de-risking activities;
- our belief that there is an opportunity to add gold mineral resources beyond presently defined mineral reserves through further exploration;
- our belief that remaining Royalty proceeds totaling $10 million are to be received six months from the date of the first installment provided that Vista Gold Australia has commenced a 6,000-meter drilling program at Mt Todd and satisfied customary conditions, representations, and warranties;
- our belief that the Project has high capital efficiency;
- our belief that interested parties continue to maintain a cautious approach to large-scale development projects;
- our belief that using contract mining and power generation and construction practices commonly used in Australia could create an opportunity to maintain high capital efficiency at a smaller initial project scale;
- our expectation that using a higher cutoff grade at the start of mine operations will help maintain competitive cash costs;
- our belief that the scoping study demonstrated the merits of a smaller scale initial project but limited the mine life to a period similar to the mine life shown in the Mt Todd FS;
- our belief that additional evaluation is needed to incorporate staged development scenarios that should improve resource utilization, mine life, and economic returns;
- our estimates of future operating and financial performance;
- our belief our working capital as of March 31, 2024 and remaining proceeds expected from the Royalty, together with 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 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 objective to maintain adequate liquidity and minimize dilution as we advance our primary objective to maximize returns to our shareholders by preserving, enhancing, and realizing value from Mt Todd;
- our estimate that recurring costs will be approximately $5,800 in the ensuing twelve months following March 31, 2024;
- our belief that our plans to follow our drilling program with technical studies to evaluate an initially smaller-scale, staged development strategy would result in lower initial capital costs;
- Vista will incur approximately $2,200 for its Mt Todd site management and environmental stewardship activities and $3,800 for discretionary programs for the ensuing 12 months following March 31, 2024;

### Business and Industry

- our belief that we are in compliance in all material respects with applicable laws and regulations;
- our belief that it is possible the Company may be classified as 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 mineral reserve estimates, preliminary economic assessments and exploration activities; advancements of the Company’s required permitting processes; our experience working with 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 mineral 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 taxation regulations;
- fluctuation in foreign currency values;
- our possible 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, 2023, 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, 1,496 characters.

### Disclosure Controls and Procedures.

At the end of the period covered by this quarterly report on Form 10-Q for the three months ended March 31, 2024, 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 March 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 532 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, 2023 as filed with the SEC and Canadian securities regulatory authorities in March 2024. 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 May 2, 2024.
Source: SEC EDGAR, the filing index for accession 0000783324-24-000048. Last ingested by Listed: Nov 12, 2026, 17:23 ET. No prices; not investment advice.