Vista Gold Corp: Form 10-Q for the period ended Jun 30, 2025

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, 2025, and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). 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, 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.

Our flagship asset is the Mt Todd Gold Project (“Mt Todd” or the “Project”), a development-stage gold deposit located in the Tier-1 mining jurisdiction of Northern Territory, Australia (the “NT”). Mt Todd offers a large gold mineral reserve, development optionality, expansion opportunities, exploration upside, advanced local infrastructure, community support, and demonstrated economic feasibility.

We are building on Mt Todd’s strengths as a leading development opportunity within the gold sector, which has experienced the effects of an upward trend in the gold price over several years.

The Project offers strategic optionality through development as a large or mid-scale project. A feasibility study for Mt Todd was completed in 2022, with material project costs and economic returns updated in 2024 (the “2024 FS”). The 2024 FS demonstrated strong economics for development of a 50,000 tonnes per day (“tpd”), nominally 17.75 million tonnes per annum (“tpa”), operation.

Given the substantial investment required to develop Mt Todd as a large-scale project, we completed an internal scoping study in 2023 for an alternative 15,000 tpd operation, nominally 5.3 million tpa. In 2024, we undertook additional internal assessments and trade-off studies to evaluate the economic potential for a range of processing and mining rates. The assessments identified the 15,000 tpd operation as an attractive alternative scale project. A project of this scale could reduce financing, development, and operating risks.

In December 2024, Vista commenced a new Mt Todd feasibility study focused on developing a 15,000 tpd, or 5.3 million tpa, operation (the “2025 FS”). Key objectives of the 2025 FS were to increase the gold mineral reserves grade, reduce initial capital, and deliver stable gold production over an extended life of mine compared to the 2024 FS.

The Company announced the results of the 2025 FS on July 29, 2025. A technical report for the 2025 FS prepared in accordance with Item 1300 of Regulation S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) will be filed on EDGAR at www.sec.gov (http://www.sec.gov) and in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) will be filed on SEDAR+ at www.sedarplus.ca (http://www.sedarplus.ca) within 45 days of the announcement date.

The Company continues to prioritize the efficient use of resources to advance Mt Todd. Our funding strategy is to maintain adequate liquidity while minimizing share dilution as we seek to preserve, enhance, and realize value from Mt Todd. The Company periodically raises funds in the capital markets and considers alternative strategies and possible corporate opportunities as ways to enhance its liquidity and deliver shareholder value.

Results from Operations

Summary

Cash totaled $13,211 and working capital was $12,300 at June 30, 2025. See “Liquidity and Capital Resources”. The Company had no debt as of June 30, 2025.

Consolidated net income (loss) for the three months ended June 30, 2025 and 2024 was ($2,356) and $15,633, or ($0.02) and $0.13 per basic share, respectively. Consolidated net income (loss) for the six months ended June 30, 2025 and 2024 was ($5,064) and $14,560, or ($0.04) and $0.12 per basic share, respectively. The principal components of the period-over-period changes are discussed below.

Operating income and expenses

Gain on Grant of Royalty Interest in Mineral Titles

The Company recognized a gain on grant of royalty interest in mineral titles of $16,909 in June 2024. The gain comprises the previously deferred gain on instalment payments totaling $10,000 and the gain on $10,000 received for the final instalment, net of the associated mineral property carrying value of $3,091 as of the date the final instalment was received.

Exploration, property evaluation and holding costs

Exploration, property evaluation and holding costs were $1,784 and $629 for the three months ended June 30, 2025 and 2024, respectively; and $3,322 and $1,381 for the six months ended June 30, 2025 and 2024, respectively. The increase in 2025 for the comparable three-month periods was primarily attributable to $859 related to the 2025 FS and $127 related to other project programs. The increase in 2025 for the comparable six-month periods was primarily attributable to $1,556 related to the 2025 FS and $58 of expenses related to other project programs.

Corporate administration

Corporate administration costs were $678 and $779 during the three months ended June 30, 2025 and 2024; and $1,976 and $2,035 for the six months ended June 30, 2025 and 2024, respectively. Expenses in the comparable three-month and six-month periods were lower in 2025 because of increased direct support of the 2025 FS and other site-related projects by corporate personnel.

Gain on sale of plant and equipment

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 $140 and $163 for the three months ended June 30, 2025 and 2024, respectively; and $309 and $266 for the six months ended June 30, 2025 and 2024, respectively. The increase in the comparable six-month periods was due to a higher average cash balance, partially offset by a decrease in the average interest rate applicable to invested cash balances.

Financial Position, Liquidity and Capital Resources

Operating activities

Net cash used in operating activities was $4,115 and $2,695 for the six months ended June 30, 2025 and 2024, respectively. The increase in operating cash outflows largely resulted from 2025 expenditures for the 2025 FS while costs of the 2024 drilling program were recorded as capitalized development costs and included in investing activities, partially offset by sources of cash resulting from changes in working capital.

Investing activities

Net cash provided by (used in) investing activities was ($200) and $16,692 for the six months ended June 30, 2025 and 2024, respectively. Investing cash flows were higher in 2024 because the Company received Royalty Agreement proceeds totaling $17,000, as well as $802 for the sale of certain used mill equipment, net of selling costs. These inflows were partially offset by expenditures for higher capitalized development costs of $878 in 2024.

Financing activities

During the six months ended June 30, 2025 and 2024, net cash of $576 and $159, respectively, was provided by financing activities. Cash provided by financing activities during the six months ended June 30, 2025 was $821 of net proceeds under the ATM Program (as defined below) offset by payments of $245 for employee withholding taxes 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 six months ended June 30, 2024 was $244 of net proceeds under the ATM Program offset by payments of $85 for employee withholding taxes in lieu of issuing Common Shares earned from the vesting of restricted share unit awards.

Liquidity and capital resources

The Company considers available cash, cash equivalents, and any short-term investments to be its primary measure of liquidity. Our cash liquidity position as of June 30, 2025 and December 31, 2024, comprised cash and cash equivalents was $13,211 and $16,950, respectively. This represents a net decrease of $3,739 during the six months ended June 30, 2025.

Current assets, net of current liabilities (“Working Capital”), is a secondary measure of liquidity for the Company. The Company had Working Capital of $12,300 and $16,457 at June 30, 2025 and December 31, 2024, respectively. This represents a net decrease of $4,157 during the six months ended June 30, 2025.

During the six months ended June 30, 2025, the Company’s primary sources of cash inflows were $821 from equity financing activity and interest income of $309. These sources of cash were offset by net operating cash outflows, of $4,424 and other expenditures of $445. Recurring costs for corporate administration and Mt Todd maintenance, and spending on the 2025 FS and other project programs comprise most of the Company’s net operating cash outflows during the six months ended June 30, 2025. Of the other expenditures, $150 was related to Vista’s mineral resources development activities at Mt Todd. Additional details regarding financial results for the six months ended June 30, 2025 are presented in the “Results from Operations” section above and the preceding narratives in this section regarding operating activities, investing activities, and financing activities.

For the 12-month period following June 30, 2025, the Company estimates net recurring expenditures will be approximately $7,100, plus $1,800 related to work plans at Mt Todd which mostly relate to completion of the 2025 FS and installation of equipment for expansion of Mt Todd’s enhanced water evaporation system. Management expects to fund Vista’s activities during the next twelve months from existing Working Capital. Equity financing may also be utilized to supplement the Company’s Working Capital.

Vista is 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 $8,000 (the “ATM Program”). During the six months ended June 30, 2025, the Company issued 975,000 Common Shares under the ATM Program for net proceeds of $821. As of June 30, 2025, $6,937 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 two royalty interests on properties in the U.S., another royalty interest on a property in Canada, and used mill equipment that is being marketed by a third-party mining equipment dealer.

We believe our Working Capital as of June 30, 2025, together with other potential future sources of financing and sales of non-core assets, will be sufficient to fund our currently planned net corporate expenses, Mt Todd holding costs, and other anticipated Mt Todd 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 share 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, realize value from our remaining non-core assets and, when considered appropriate, issue additional equity or utilize other means of financing that support our value realization objectives. Vista also considers possible corporate opportunities to enhance 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 June 30, 2025.

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, 2024 as filed with the SEC.

Project Updates

Mt Todd Gold Project, Northern Territory, Australia

Recent Developments

The Company announced the results of the 2025 FS on July 29, 2025. A technical report for the 2025 FS prepared in accordance with S-K 1300 will be filed on EDGAR at www.sec.gov (http://www.sec.gov) and in accordance with NI 43-101 will be filed on SEDAR+ at www.sedarplus.ca (http://www.sedarplus.ca) within 45 days of the announcement date.

Vista expects to incur expenditures of approximately $2,700 for its Mt Todd site management and environmental stewardship activities and $1,800 for discretionary programs for the ensuing 12 months following June 30, 2025, about half of which relates to the 2025 FS.

All scientific and technical information herein has been reviewed and approved by Maria Vallejo Garcia, Vista’s Director of Projects and Technical Services, and designated Qualified Person (or “QP”) as defined by S-K 1300 and NI 43-101.

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, 2024, 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 SEC 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 is a development-stage gold deposit that offers a large gold mineral reserve, development optionality, expansion opportunities, exploration upside, advanced local infrastructure, community support, and demonstrated economic feasibility;
• our belief that Mt Todd is a leading development opportunity within the gold sector;
• our belief that Mt Todd offers strategic optionality through development as a large or mid-scale project;
• our belief that the 2024 FS demonstrated strong economics for development of a 50,000 tpd operation;
• our belief that a project at the scale of the internal scoping study could reduce financing, development, and operating risks;
• our belief that a technical report for the 2025 FS prepared in accordance with S-K 1300 will be filed on EDGAR at www.sec.gov (http://www.sec.gov) and in accordance with NI 43-101 will be filed on SEDAR+ at www.sedarplus.ca (http://www.sedarplus.ca) within 45 days of July 29, 2025;
• our estimates of future operating and financial performance;
• our belief that our working capital as of June 30, 2025, together 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 the outcome of the Mexico tax matter cannot be reasonably estimated at this time, and our estimate that a negative court ruling could create a potential liability of up to approximately $3,700 for income taxes, assessable interest, and penalties;
• 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 $7,100 in the ensuing twelve months following June 30, 2025;
• our expectation that Vista will incur approximately $2,700 for its Mt Todd site management and environmental stewardship activities and $1,800 for discretionary programs for the ensuing 12 months following June 30, 2025;

Business and Industry

• 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 stock-based compensation 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 and our interactions with community stakeholders, among others.

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 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;
• impacts of noncompliance with applicable laws, regulations, and standards for operating;
• potential challenges to the title to our mineral properties;
• events or changes in conditions may affect land use authorizations;
• 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 legislation, rulings, assessments, initiatives, or changes resulting therefrom on domestic and international levels;
• potential unfavorable outcome of Mexico tax litigation, including outcomes in excess of amounts estimated by management;
• 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, 2024, 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.

Disclosure Controls and Procedures.

At the end of the period covered by this quarterly report on Form 10-Q for the six months ended June 30, 2025, 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 six months ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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, 2024 as filed with the SEC and Canadian securities regulatory authorities in February 2025. 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.