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What changed in VISTA GOLD CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of VISTA GOLD CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+339 added−368 removedSource: 10-K (2026-03-11) vs 10-K (2025-02-28)

Top changes in VISTA GOLD CORP's 2025 10-K

339 paragraphs added · 368 removed · 206 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

37 edited+16 added−25 removed40 unchanged
Biggest changeAll statements, other than statements of historical facts, included in this annual report on Form 10-K, 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, those listed below: ​ Operations ​ ● Our expectation that continued strength in the gold price and belief that ready-to-build projects like Mt Todd are attractive development opportunities in the current environment of a strong gold market, diminishing major deposit discoveries, and depleting gold reserves; ● our belief that the 2025 FS will leverage prior technical studies and the work completed for the Mt Todd FS, preserve the potential for future expansion, and demonstrate the opportunity for Mt Todd to deliver attractive economic returns; ● our belief the Mt Todd can be positioned as 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 and has all major operating and environmental permits necessary to initiate development; ● our belief that the Mt Todd FS demonstrates strong economics for development of a 50,000 tpd operation; ● our objective 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; ● the feasibility of Mt Todd and the results of the Mt Todd FS; ● estimates of future operating and financial performance; ● future exploration plans; ● our expectation of Mt Todd’s impact, including environmental and economic impacts; ● plans and estimates concerning potential Mt Todd development, including access to an adequate supply of water, the availability of natural gas on acceptable terms, as well as the ability to obtain all required permits; ● estimates of mineral reserves and mineral resources; 10 Table of Contents ● our belief that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and regulations in all of the jurisdictions in which we operate and that our operations are conducted in material compliance with applicable laws and regulations; ● our belief that our investment of significant resources in water treatment and management, environmental, and social programs has benefited our relationships with the traditional landowners, local communities, and NT Government, creating a strong social license; ● our expectation that a fresh water storage reservoir would receive a two-meter dam raise and would harvest stormwater expected to exceed process water requirements for year-round operations for a 50,000 tpd operation; ● our expectation that the remaining permitting processes are relatively straight-forward and are not expected to impede, to a material extent, our exploration and future development plans; ● our belief that using contract mining and power generation, and construction practices commonly used in Australia, creates an opportunity to maintain high capital efficiency at a smaller initial project scale; ● our expectation that a community-based project would produce lower operating costs compared to contract mining and that a portion of the skilled workforce should be able to be sourced locally; ● our expectation that plus 5/8” high pressure grinding roll (“HPGR”) crusher product at Mt Todd is harder than the minus 5/8” crushed product and that the hardness of ore in the Batman deposit is relatively consistent; ● our expectation that the use of HPGR crushers at Mt Todd will produce a product that can be ground more efficiently and reduce energy requirements as compared to a SAG Mill design; ● the expectation that reclamation of the heap leach pad at Mt Todd will include disposal of pad liner and regrading of the area occupied by the heap leach pad only as the material on the existing heap leach pad will be processed through the mill at the end of life of mine; ● our belief that the 2024 drill results, and those from the 2020-2022 drilling program, will be included in the block model for the updated Mt Todd mineral resources estimate and 2025 FS and increase mineral resources in the north end of the Batman deposit; ● Our belief that Phase 1 drilling will result in the conversion of inferred mineral resources to measured and indicated mineral resources within the Mt Todd FS pit design, and that mineral reserves will be increased in the 2025 FS; ● our belief that the 3.5% ad valorem royalty regime applied to gold production from Mt Todd represents a nearly 50% reduction in payable royalties and results in improved project economics and shareholder returns when compared to our 2024 updated Mt Todd FS, which included NT royalties equivalent to nearly a 7% ad valorum rate; ● our belief that under the previous net profits royalty regime, our base case economic analysis at an $1,800 gold price estimated the payment of $765 million in NT royalties over the life of the mine; ● our expectation that the volume of water in the Batman Pit will not present any major issues when resuming operations; ● our belief that Vista’s long-term viability depends upon our ability to realize value from our principal asset, Mt Todd; ● our estimate that for the 12-month period following December 31, 2024, the Company’s net recurring costs will be approximately $6,400, plus $3,200 related to work plans at Mt Todd; ● our expectation that we will incur expenditures of approximately $2,400 for Mt Todd site maintenance and environmental stewardship activities; ● our estimate that the outcome of the Mexico tax matter cannot be reasonably estimated at this time, and our estimate that the effect of a negative court ruling could create a potential liability of up to approximately $3,500 for income taxes, assessable interest, and penalties; 11 Table of Contents ● our anticipation that the 2025 FS could increase the mineral reserve grade to approximately 1 gram gold per tonne and reduce the initial capex to approximately $400 million while achieving average annual gold production ranging from 150,000 to 200,000 ounces from 5.2 million tpa ore throughput; ● our expectation that existing infrastructure at Mt Todd will reduce initial capital expenditure and significantly reduce capital risk related to infrastructure construction; Business and Industry ​ ● our belief that our Working Capital as of December 31, 2024, together with interest income, other potential future sources of financing and sales of non-core assets, will be sufficient to fund our currently planned corporate expenses; ● our belief that the ATM Program (as defined below) will provide additional balance sheet flexibility at a potentially lower cost than other means of equity issuances; ● the potential monetization of our non-core assets, including royalty interests in the U.S. and Canada, and our used mill equipment which is for sale; ● planned or potential expenditures, funding requirements and sources of capital, including near-term sources of additional cash; ● our expectation that the Company will continue to incur losses and will not pay dividends for the foreseeable future; ● our belief that the current market value of the common shares in the capital of the Company (the “Common Shares”) does not reflect the fair value of the Company’s assets; ● our belief that we maintain reasonable amounts of insurance; ● our expectations related to potential changes in regulations or taxation initiatives; ● our belief that we are possibly a passive foreign investment company; ● the potential that we may grant options and/or other stock-based awards to our directors, officers, employees and consultants; ● preliminary estimates of the reclamation and other related costs that would be incurred if we were to notify the NT Government that we intend to proceed with development and assume rehabilitation liability for Mt Todd; and ● the potential that future expenditures may be required for compliance with various laws and regulations governing the protection of the environment.
Biggest changeAll statements, other than statements of historical facts, included in this annual report on Form 10-K, 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, those listed below: ​ Operations ​ ● Our belief that the Mt Todd Project offers a large gold mineral reserve, development optionality, expansion opportunities, exploration upside, advanced local infrastructure, community support, and demonstrated economic feasibility; ● our belief that the Mt Todd FS marks a significant shift in the strategy, demonstrating the potential for near-term development of a smaller, lower capital cost project than previously evaluated; ● our belief that the Study reduces operational risks by incorporating the use of contract mining, third-party power generation, and other design and operating practices; ● our belief that the Mt Todd FS demonstrates the opportunity for Mt Todd to deliver attractive economic returns with stable gold production over a 30-year mine life; ● our objective 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 expectation of adding additional Australian employees throughout 2026; ● the feasibility of Mt Todd and the results of the Mt Todd FS; ● estimates of future operating and financial performance; ● future exploration plans; ● our expectation that initiating detailed engineering and design is a milestone that could initiate a period of approximately 27-months for design, construction, and commissioning and that these activities can be completed within 27 months; ● our expectation of Mt Todd’s impact, including environmental and economic impacts; ● our belief that continued progress at its Mt Todd gold project outlines a pathway to initiate detailed engineering and design in 2027; ● our intention that our focus for 2026 is on establishing the foundation for the successful execution of the Mt Todd project; ● our anticipation that the approval of permit modifications will be achieved in 2027; 10 Table of Contents ● the potential for the geotechnical review, with planned drilling around the Batman pit to assess the opportunity to steepen the west pit wall, reduce stripping, and potentially convert additional mineral resources to mineral reserves; ● plans and estimates concerning potential Mt Todd development, including access to an adequate supply of water, the availability of natural gas on acceptable terms, as well as the ability to obtain all required permits; ● estimates of mineral reserves and mineral resources; ● our belief that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and regulations in all of the jurisdictions in which we operate and that our operations are conducted in material compliance with applicable laws and regulations; ● our expectation that the use of HPGR crushers at Mt Todd will produce a product that can be ground more efficiently and reduce energy requirements as compared to a SAG Mill design; ● our belief that Vista’s long-term viability depends upon our ability to realize value from our principal asset, Mt Todd; ● our expectation that a metallurgical testing program will provide data for detailed engineering and design, with results expected mid-year 2026; ● our expectation that the single-stage XRT sorting circuit is expected to reject approximately 8% of the run-of-mine feed as waste and produce a gold loss from the rejected waste of approximately 1.7%; ● our estimate that for the 12-month period following December 31, 2025, before consideration of the use of proceeds from the March 9, 2026 financing, net recurring expenditures will be approximately $8,700, plus $1,800 for non-recurring project program costs; ● our intention to use the net proceeds from the March 9, 2026 financing to advance exploration and development activities at our Mt Todd gold project and for general corporate purpose; ● our belief that the Company has started activities expected to lead to the transition of Mt Todd to a producing operation; ● our objective to advance plans to build the internal organizational capabilities and obtain the financing needed to make the transition of Mt Todd to a producing operation; ● our expectation that we will incur expenditures of approximately $9,100, including $4,600 for its Mt Todd site management, environmental stewardship activities, and expanding its corporate capability by building an Australia-based team; ● our expectation that we will incur expenditures of approximately $10,200 in non-recurring project program costs are estimated for the 12-month period following December 31, 2025 for pre-development evaluations, project planning and early development work, initial project financing costs, and on-going site maintenance requirements; ● our expectation that certain existing infrastructure at Mt Todd resulted in reduced initial capital expenditures in developing the economic analysis for the Mt Todd FS; Business and Industry ​ ● our belief that our Working Capital as of December 31, 2025, together with the net proceeds from the Offering, interest income, other potential future sources of financing and sales of non-core assets, will be sufficient to fund our currently planned corporate expenses, Mt Todd holding costs, and other anticipated Mt Todd programs; ● the potential monetization of our non-core assets, including royalty interests in the U.S. and Canada, and our used mill equipment which is for sale; ● planned or potential expenditures, funding requirements and sources of capital, including near-term sources of additional cash; 11 Table of Contents ● our expectation that the Company will continue to incur losses and will not pay dividends for the foreseeable future; ● our belief that the current market value of the common shares in the capital of the Company (the “Common Shares”) does not reflect the fair value of the Company’s assets; ● our belief that we maintain reasonable amounts of insurance; ● our expectations related to potential changes in regulations or taxation initiatives; ● our belief that we are possibly a passive foreign investment company; ● the potential that we may grant options and/or other stock-based awards to our directors, officers, employees and consultants; ● preliminary estimates of the reclamation and other related costs that would be incurred if we were to notify the NT Government that we intend to proceed with development and assume rehabilitation liability for Mt Todd; and ● the potential that future expenditures may be required for compliance with various laws and regulations governing the protection of the environment.
Oxidation tends to make the rock more porous and permits a more complete permeation of cyanide solutions so that minute particles of gold in the interior of the minerals will be more readily dissolved. ​ “oz” or “ounce” means troy ounce and is equivalent to 31.10348 grams. ​ “ probable mineral reserves ” under S-K 1300 is the economically mineable part of an indicated and, in some cases, a measured mineral resource. ​ 8 Table of Contents “ proven mineral reserves ” under S-K 1300 is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource. ​ “ qualified person” or “QP” as defined under S-K 1300 (as defined below) is an individual who is: (1) a mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity that person is undertaking on behalf of the registrant; and (2) an eligible member or licensee in good standing of a recognized professional organization at the time the technical report is prepared.
Oxidation tends to make the rock more porous and permits a more complete permeation of cyanide solutions so that minute particles of gold in the interior of the minerals will be more readily dissolved. ​ “oz” or “ounce” means troy ounce and is equivalent to 31.10348 grams. ​ “ probable mineral reserves ” under S-K 1300 is the economically mineable part of an indicated and, in some cases, a measured mineral resource. ​ “ proven mineral reserves ” under S-K 1300 is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource. ​ “ qualified person” or “QP” as defined under S-K 1300 (as defined below) is an individual who is: (1) a mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity that person is undertaking on behalf of the registrant; and (2) an eligible 8 Table of Contents member or licensee in good standing of a recognized professional organization at the time the technical report is prepared.
For an organization to be a recognized professional organization, it must: (i) be either: (A) an organization recognized within the mining industry as a reputable professional association; or (B) a board authorized by U.S. federal, state or foreign statute to regulate professionals in the mining, geoscience or related field; (ii) admit eligible members primarily on the basis of their academic qualifications and experience; (iii) establish and require compliance with professional standards of competence and ethics; (iv) require or encourage continuing professional development; (v) have and apply disciplinary powers, including the power to suspend or expel a member regardless of where the member practices or resides; and (vi) provide a public list of members in good standing. ​ “ qualified person ” or “ QP ” as defined under NI 43-101 (as defined below) means an individual who (1) is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or mining; (2) has at least five years of experience in mineral exploration, mine development or operation, or mineral project assessment or any combination of these that is relevant to his or her professional degree or area of practice; (3) has experience relevant to the subject matter of the mineral project and the technical report; (4) is in good standing with a professional association; and (5) in the case of a professional association in a foreign jurisdiction, has a membership designation that (i) requires attainment of a position of responsibility in their profession that requires the exercise of independent judgment; and (ii) requires (A) a favorable, confidential peer evaluation of the individual’s character, professional judgment, expertise and ethical fitness; or (B) a recommendation for membership by at least two peers, and demonstrated prominence or expertise in the field of mineral exploration or mining.
For an organization to be a recognized professional organization, it must: (i) be either: (A) an organization recognized within the mining industry as a reputable professional association; or (B) a board authorized by U.S. federal, state or foreign statute to regulate professionals in the mining, geoscience or related field; (ii) admit eligible members primarily on the basis of their academic qualifications and experience; (iii) establish and require compliance with professional standards of competence and ethics; (iv) require or encourage continuing professional development; (v) have and apply disciplinary powers, including the power to suspend or expel a member regardless of where the member practices or resides; and (vi) provide a public list of members in good standing. ​ “ qualified person ” or “ QP ” as defined under NI 43-101 means an individual who (1) is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or mining; (2) has at least five years of experience in mineral exploration, mine development or operation, or mineral project assessment or any combination of these that is relevant to his or her professional degree or area of practice; (3) has experience relevant to the subject matter of the mineral project and the technical report; (4) is in good standing with a professional association; and (5) in the case of a professional association in a foreign jurisdiction, has a membership designation that (i) requires attainment of a position of responsibility in their profession that requires the exercise of independent judgment; and (ii) requires (A) a favorable, confidential peer evaluation of the individual’s character, professional judgment, expertise and ethical fitness; or (B) a recommendation for membership by at least two peers, and demonstrated prominence or expertise in the field of mineral exploration or mining.
As with all mining projects, development and operation of Mt Todd is expected to have a variety of environmental impacts. We are required under Australian laws and regulations (federal and territorial) to acquire permits and other authorizations before Mt Todd can be developed and mined. In September 2014, the environmental impact statement (“EIS”) for Mt Todd was approved.
As with all mining projects, development and operation of Mt Todd is expected to have a variety of environmental and social impacts. We are required under Australian laws and regulations (federal and territorial) to acquire permits and other authorizations before Mt Todd can be developed and mined. In September 2014, the environmental impact statement (“EIS”) for Mt Todd was approved.
Our website and the information contained therein or connected thereto are not intended to be, and are not, incorporated into this annual report on Form 10-K. ​ Metric Conversion Tabl e ​ ​ ​ ​ ​ ​ ​ To Convert Metric Measurement Units To Imperial Measurement Units Multiply by ​ Square kilometers ("Km 2 ") ​ Acres ​ 247.1054 ​ Meters ​ Feet ​ 3.2808 ​ Kilometers (or "Km") ​ Miles ​ 0.6214 ​ Tonnes (or "t") ​ Tons (short) ​ 1.1023 ​ Liters ​ Gallons ​ 0.2642 ​ Grams (or "g") ​ Ounces (troy) ​ 0.0322 ​ Grams per tonne ​ Ounces (troy) per ton (short) ​ 0.0292 ​ Ounce (troy) ​ Ounce ​ 1.0971 ​ ​ ​ Glos sary of Selected Mining Terms ​ “ bedding ” means the characteristic structure of sedimentary rock in which layers of different composition, grain size or arrangement are layered one on top of another in a sequence with oldest on the bottom and youngest at the top. ​ “ comminution ” means the process in which ore is broken into small fragments by crushing, grinding, and other processes. ​ “ conglomerate ” refers to clastic sedimentary rock that contains rounded particles that are greater than two millimeters in diameter.
Our website and the information contained therein or connected thereto are not intended to be, and are not, incorporated into this annual report on Form 10-K. ​ 6 Table of Contents Metric Conversion Tabl e ​ ​ ​ ​ ​ ​ ​ To Convert Metric Measurement Units ​ ​ ​ To Imperial Measurement Units ​ ​ ​ Multiply by ​ Square kilometers ("Km 2 ") ​ Acres ​ 247.1054 ​ Meters ​ Feet ​ 3.2808 ​ Kilometers (or "Km") ​ Miles ​ 0.6214 ​ Tonnes (or "t") ​ Tons (short) ​ 1.1023 ​ Liters ​ Gallons ​ 0.2642 ​ Grams (or "g") ​ Ounces (troy) ​ 0.0322 ​ Grams per tonne ​ Ounces (troy) per ton (short) ​ 0.0292 ​ Ounce (troy) ​ Ounce ​ 1.0971 ​ ​ ​ Glos sary of Selected Mining Terms ​ “ bedding ” means the characteristic structure of sedimentary rock in which layers of different composition, grain size or arrangement are layered one on top of another in a sequence with oldest on the bottom and youngest at the top. ​ “ comminution ” means the process in which ore is broken into small fragments by crushing, grinding, and other processes. ​ “ conglomerate ” refers to clastic sedimentary rock that contains rounded particles that are greater than two millimeters in diameter.
The confidence level of a feasibility study is higher than that of a preliminary feasibility study, initial assessment, or scoping study. ​ “ g Au/t ” means grams of gold per tonne. ​ 7 Table of Contents “ geosyncline ” means a major trough or downwarp of the Earth’s crust, in which great thicknesses of sedimentary and/or volcanic rocks have accumulated. ​ “ indicated mineral resource ” and “ indicated resource ” mean “indicated mineral resource” defined by S-K 1300 as that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling.
The confidence level of a feasibility study is higher than that of a preliminary feasibility study, initial assessment, or scoping study. ​ “ g Au/t ” means grams of gold per tonne. ​ “ geosyncline ” means a major trough or downwarp of the Earth’s crust, in which great thicknesses of sedimentary and/or volcanic rocks have accumulated. ​ “ indicated mineral resource ” and “ indicated resource ” mean “indicated mineral resource” defined by S-K 1300 as that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling.
We are unable to predict what additional legislation, if any, might be proposed or enacted, or what additional regulatory requirements could impact the economics of Mt Todd. ​ During 2023, Mt Todd did not have any material non-compliance occurrences with any applicable environmental laws and regulations. See “Item 1.
We are unable to predict what additional legislation, if any, might be proposed or enacted, or what additional regulatory requirements could impact the economics of Mt Todd. ​ During 2025, Mt Todd did not have any material non-compliance occurrences with any applicable environmental laws and regulations. See “Item 1.
The Environmental Protection Agency of the Northern Territory Government (“NT EPA”) advised that it had assessed the environmental impacts of the proposed gold mine at Mt Todd and authorized the Company to proceed with development, subject to a number of recommendations as outlined in the assessment report (the “Assessment Report”).
The Environmental Protection Agency of the Northern Territory Government (“NT EPA”) advised that it had assessed the environmental impacts of the proposed gold mine at Mt Todd and authorized the Company to proceed with development, subject to the recommendations as outlined in the assessment report (the “Assessment Report”).
We believe we comply in all material respects with applicable mining, health, safety and environmental statutes and regulations in all the jurisdictions in which we operate. ​ Australian Laws ​ Mineral projects in the NT are subject to Australian federal and NT laws and regulations regarding environmental matters and the use and disposal of hazardous wastes and materials.
We believe we comply in all material respects with applicable mining, health, safety and environmental statutes and regulations in all the jurisdictions in which we operate. ​ Key Australian Environmental and Social Laws ​ Mineral projects in the NT are subject to Australian federal and NT laws and regulations regarding environmental matters and the use and disposal of hazardous wastes and materials.
Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may be converted only to a probable mineral reserve. ​ “ inferred mineral resource ” and “ inferred resource ” mean “inferred mineral resource” defined by S-K 1300 as that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling.
Because an indicated mineral resource has a lower level of confidence than the level of 7 Table of Contents confidence of a measured mineral resource, an indicated mineral resource may be converted only to a probable mineral reserve. ​ “ inferred mineral resource ” and “ inferred resource ” mean “inferred mineral resource” defined by S-K 1300 as that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling.
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; 13 Table of Contents ● our ability to attract, retain and hire key personnel; ● volatility in our stock price and gold equities generally; ● 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 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; ● fluctuation in foreign currency values; ● our possible status as a PFIC (as defined below) 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.
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 permitting or commencement of construction at Mt Todd; ● our reliance on third-party power generation and contract mining for the construction and operation of Mt Todd; ● increased costs that affect our operations or our financial condition; ● delays or disruptions in supply chains; 12 Table of Contents ● 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 consummate a strategic transaction, obtain a development partner, or secure 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; 13 Table of Contents ● 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, recoverability of metal in the mining process, and other relevant factors; ● 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.
Financial Statements and Supplementary Data” below. ​ Reclamation ​ The Mt Todd site was not reclaimed by the predecessor owners when the mine closed in 2000. Reclamation obligations associated with this period and prior to Vista’s acquisition in 2006 are presently the responsibility of the NT Government.
Financial Statements and Supplementary Data” below. ​ 4 Table of Contents Reclamation ​ The Mt Todd site was not reclaimed by the predecessor owners when the mine closed in 2000. Reclamation obligations associated with this period and prior to Vista’s acquisition in 2006 are presently the responsibility of the NT Government.
Vista does not currently generate cash flows from mining operations. ​ Our flagship asset is the Mt Todd Gold Project (“Mt Todd” or the “Project”), a ready-to-build development-stage gold deposit located in the Tier-1 jurisdiction of Northern Territory, Australia (the “NT”).
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 jurisdiction of Northern Territory, Australia (the “NT”).
We reported no mining operating revenues during the years ended December 31, 2024 and 2023. Additional segment-level disclosure is provided in Note 11 – Segment Information.
We reported no mining operating revenues during the years ended December 31, 2025 and 2024. Additional segment-level disclosure is provided in Note 11 – Segment Information.
Securities Exchange Commission (“SEC”), we disclose proven and probable reserves and measured, indicated, and inferred resources, each as defined in S-K 1300 and NI 43-101. As currently reported, there are no material differences in our disclosed proven and probable reserves and measured, indicated, and inferred resource under each of S-K 1300 and NI 43-101.
Securities Exchange Commission (“SEC”), we disclose proven and probable reserves and measured, indicated, and inferred resources, each as defined in S-K 1300 and NI 43-101. As currently reported, there are no material differences in our disclosed proven and 9 Table of Contents probable reserves and measured, indicated, and inferred resource under each of S-K 1300 and NI 43-101.
Reclamation programs would be conducted in accordance with detailed plans, which would be finalized and reviewed by the appropriate regulatory agencies at the time of the execution of the programs. ​ Government Regulation ​ Our exploration and development activities and other property interests are subject to various national, state, territorial, provincial, and local laws and regulations in Australia and other jurisdictions, which govern prospecting, development, mining, mine safety, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, the use and disposal of hazardous substances, and other matters.
Reclamation programs would be conducted in accordance with detailed plans, which would be finalized and reviewed by the appropriate regulatory agencies prior to initiating such programs. ​ Government Regulation ​ Our exploration and development activities and other property interests are subject to various national, state, territorial, provincial, and local laws and regulations in Australia and other jurisdictions, which govern prospecting, development, mining, mine safety, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, the use and disposal of hazardous substances, and other matters.
We believe that our operations are conducted in material compliance with applicable laws and regulations. ​ Changes to current local, territorial, or federal laws and regulations in the jurisdictions where we have exploration and development activities could require additional capital expenditures and increase operating and/or reclamation costs.
We believe that our operations are conducted in material compliance with applicable laws and regulations. ​ 5 Table of Contents Changes to current local, territorial, or federal laws and regulations in the jurisdictions where we have exploration and development activities could require additional capital expenditures and increase operating and/or reclamation costs.
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 12 Table of Contents from any results, performance or achievements expressed or implied by such 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.
The current addresses and telephone numbers of our offices are: ​ ​ ​ ​ Executive Office Registered and Records Office 8310 S Valley Hwy, Suite 300 1200 Waterfront Centre – 200 Burrard Street Englewood, Colorado, USA 80112 Vancouver, British Columbia, Canada V7X 1T2 Telephone: (720) 981-1185 Telephone: (604) 687-5744 ​ Human Capital Management ​ As of December 31, 2024, we had 13 full-time and no part-time employees globally.
The current addresses and telephone numbers of our offices are: ​ 3 Table of Contents ​ ​ ​ Executive Office ​ ​ ​ Registered and Records Office 8310 S Valley Hwy, Suite 300 1200 Waterfront Centre – 200 Burrard Street Englewood, Colorado, USA 80112 Vancouver, British Columbia, Canada V7X 1T2 Telephone: (720) 981-1185 Telephone: (604) 687-5744 ​ Human Capital Management ​ As of December 31, 2025, we had 13 full-time employees and one part-time employee globally.
Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve. ​ “ mineral reserve ” is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project.
Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve. ​ “ ktpd ” means thousands of tonnes per day. ​ “ Mineral Reserve ” is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project.
After we provide notice to the NT Government that we intend to proceed with development, the Company will then assume these historical rehabilitation liabilities, currently stated by the NT Government at A$73 million.
At such time as we provide notice to the NT Government that we intend to proceed with development, the Company will then assume these historical rehabilitation liabilities, currently stated by the NT Government at A$73 million.
As a result of recent changes to the Mining Management Act, all MMPs were converted to Deemed Mining Licenses in July 2024, and companies have four years to convert the Deemed Mining Licenses to Mining Licenses.
As a result of recent changes to the Mining Management Act, all MMPs were converted to Deemed Environmental (Mining) Licenses (“DEML”) in July 2024, and companies have four years to convert the DEMLs to Environmental (Mining) Licenses (“EML”).
As a result, we may have difficulty acquiring attractive gold projects at reasonable prices, engaging skilled consultants with sufficient resources to support timely completion of work programs, and attracting and retaining qualified personnel. ​ Gold Price History ​ The price of gold is volatile and is affected by numerous factors, all of which are beyond our control, such as the sale or purchase of gold by various central banks and financial institutions, inflation, recession, fluctuation in the relative values of the U.S. dollar to foreign currencies, changes in global gold supply and demand, and political and economic conditions. ​ The following table presents the high, low and average London Bullion Market Association PM Fix prices in U.S. dollars per troy ounce of gold over the past five years and during 2025 through February 20, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year High Low Average ​ 2020 ​ $ 2,067 ​ $ 1,474 ​ $ 1,770 ​ 2021 ​ $ 1,943 ​ $ 1,684 ​ $ 1,799 ​ 2022 ​ $ 2,039 ​ $ 1,629 ​ $ 1,800 ​ 2023 ​ $ 2,078 ​ $ 1,811 ​ $ 1,941 ​ 2024 ​ $ 2,778 ​ $ 1,985 ​ $ 2,386 ​ 2025 (to February 20, 2025) ​ $ 2,937 ​ $ 2,633 ​ $ 2,780 ​ ​ Data Source: www.lbma.org.uk/prices-and-data/precious-metal-prices#/ ​ 6 Table of Contents Available Information ​ We make available, without charge, on or through our website at www.vistagold.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act.
As a result, we may have difficulty acquiring attractive gold projects at reasonable prices, engaging skilled consultants with sufficient resources to support timely completion of work programs, and attracting and retaining qualified personnel. ​ Gold Price History ​ The price of gold is volatile and is affected by numerous factors, all of which are beyond our control, such as the sale or purchase of gold by various central banks and financial institutions, inflation, recession, fluctuation in the relative values of the U.S. dollar to foreign currencies, changes in global gold supply and demand, and political and economic conditions. ​ The following table presents the high, low and average London Fix prices in U.S. dollars per troy ounce of gold over the past five years and during 2026 through March 4, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ​ ​ ​ High ​ ​ ​ Low ​ ​ ​ Average ​ 2021 ​ $ 1,943 ​ $ 1,684 ​ $ 1,799 ​ 2022 ​ $ 2,039 ​ $ 1,629 ​ $ 1,800 ​ 2023 ​ $ 2,078 ​ $ 1,811 ​ $ 1,941 ​ 2024 ​ $ 2,778 ​ $ 1,985 ​ $ 2,386 ​ 2025 ​ $ 4,481 ​ $ 2,633 ​ $ 3,447 ​ 2026 (to March 4, 2026) ​ $ 5,508 ​ $ 4,386 ​ $ 4,904 ​ ​ Data Source 2021 to 2024: www.lbma.org.uk/prices-and-data/precious-metal-prices#/ Data Source 2025 to 2026: www.kitco.com/price/fixes/kitco-fix ​ Available Information ​ We make available, without charge, on or through our website at www.vistagold.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act.
In particular, through our planning for development of Mt Todd, we have worked closely with governmental entities in the NT and local groups, including the Jawoyn Association Aboriginal Corporation (the “Jawoyn Association”), to strive towards an environmentally sound and socially responsible development plan. ​ Segment Information ​ We have one reportable segment, consisting of acquisition, exploration and evaluation activities which are focused on Australia.
We have worked closely with governmental entities in the NT and local groups, including the Jawoyn Association Aboriginal Corporation (the “Jawoyn Association”), as we strive towards an environmentally sound and socially responsible development plan. ​ Segment Information ​ We have one reportable segment, consisting of acquisition, exploration and evaluation activities which are focused on Australia.
As a result, we report our mineral resources and mineral reserves according to two different standards. For U.S. purposes, mineral property disclosures are reported in accordance with S-K 1300 under the Exchange Act, while Canadian disclosures are reported in 9 Table of Contents accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).
As a result, we report our mineral resources and mineral reserves according to two different standards. For U.S. purposes, mineral property disclosures are reported in accordance with S-K 1300 under the Exchange Act, while Canadian disclosures are reported in accordance with 43-101.
Our policy is to conduct business in a way that safeguards public health and the environment.
Such laws and regulations are continually changing and, in general, are becoming more restrictive. Our policy is to conduct business in a way that safeguards public health and the environment.
There can be no assurance that these forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements.
There can be no assurance that these forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements. 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. ​
The Mt Todd Mining Management Plan (“MMP”) and associated mining authorization were approved by the Northern Territory Department of Industry, Tourism and Trade in June 2021.
The mining authorization is issued after the approval of the mining license. It is the legal document that makes the mining license and any additional conditions binding for the Project. The Mt Todd Mining Management Plan (“MMP”) and associated mining authorization were approved by the Northern Territory Department of Industry, Tourism and Trade in June 2021.
In addition, we use consultants with specific skills to assist with various aspects of our corporate affairs, project evaluation, due diligence, corporate governance and property management. ​ Our compensation programs are designed to align compensation of our employees with Vista’s corporate objectives and performance, and are designed to provide proper incentives to attract, retain and motivate employees to achieve superior results.
In addition, we use consultants with specific skills to assist with various aspects of our corporate affairs, project evaluation, due diligence, corporate governance and property management.
We cultivate a culture that is sensitive to the importance of diversity and inclusion in the workplace. ​ 4 Table of Contents Environmental, Social, and Governance Responsibility ​ Vista is committed to implementing and continuing to improve business practices that are designed to minimize environmental impacts of our operating activities, support the people and communities within our areas of influence, and appropriately manage the business affairs of our organization.
The structure of our compensation programs balances competitive wages, benefits and incentive earnings for both short-term and long-term performance. ​ Environmental, Social, and Governance Responsibility ​ Vista is committed to implementing and continuing to improve business practices that are designed to minimize environmental impacts of our operating activities, support the people and communities within our areas of influence, and appropriately manage the business affairs of our organization.
A feasibility study for Mt Todd was completed in 2022, with material project costs and economic returns updated in 2024 (the “Mt Todd FS”).
The Mineral Resources and Mineral Reserves for the NI 43-101 Report are the same as the Mineral Resources and Mineral Reserves for the S-K1300 Report. ​ The Company previously completed a feasibility study for Mt Todd in 2022, with material project costs and economic returns updated in 2024 (the “2024 FS”).
We must comply with the terms of our Authority Certificate under the Northern Territory Aboriginal Sacred Sites Act 1989 which deals with the handling of archeological material 5 Table of Contents and sacred sites.
We must comply with the terms of our Authority Certificates under the Northern Territory Aboriginal Sacred Sites Act 1989 which deals with the handling of archeological material and sacred sites. We are also subject to statutory requirements under the NT Mining Management Act, which includes the requirement to have a mining authorization before the start of mining operations.
We have obtained all major authorizations to initiate development of Mt Todd and have other minor licenses, permits or other authorizations currently required to conduct our exploration, site management, and other programs.
We have obtained the major authorizations based on a 50,000 tpd technical report from 2018, and we have authorizations currently required to conduct our exploration, site management, and other programs.
We believe this has benefited our relationships with the traditional landowners, local communities, and Northern Territory, creating a strong social license. ​ Vista was originally incorporated on November 28, 1983 under the name “Granges Exploration Ltd.” It amalgamated with Pecos Resources Ltd. during June 1985 and continued as Granges Exploration Ltd.
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. ​ Vista was originally incorporated on November 28, 1983 under the name “Granges Exploration Ltd.” It amalgamated with Pecos Resources Ltd. during June 1985 and continued as Granges Exploration Ltd.
Mt Todd offers a large gold mineral reserve, development optionality, expansion opportunities, exploration upside, advanced local infrastructure, community support, and demonstrated economic feasibility. ​ We are positioning Mt Todd as a leading development opportunity within the gold sector.
Mt Todd offers a large gold mineral reserve, development optionality, expansion opportunities, exploration upside, advanced local infrastructure, community support, and demonstrated economic feasibility. ​ On July 29, 2025, the Company announced the results of a new Mt Todd feasibility study focused on developing a 15,000 tonnes per day (“tpd”), or 5.3 million tonnes per annum (“tpa”), operation (the “Mt Todd FS” or the “Study”).
The structure of our compensation programs balances competitive wages, benefits and incentive earnings for both short-term and long-term performance. ​ The health and safety of our employees, contractors, and the communities in which we operate are high priorities in the way we manage our business.
Since December 31, 2025, we have added four Australian employees and expect to add additional Australian employees throughout 2026. ​ The health and safety of our employees, contractors, and the communities in which we operate are high priorities in the way we manage our business.
In the interim period, the Deemed Mining License ensures the same rights and obligations as determined in the MMP. ​ Environmental Regulation ​ Mt Todd is subject to various federal, territorial, and local laws and regulations governing protection of the environment. Such laws and regulations are continually changing and, in general, are becoming more restrictive.
The Company is in the process of aligning the relevant approvals and authorizations discussed in this section with the plans and designs in the Mt Todd FS. ​ Environmental Regulation ​ Mt Todd is subject to various federal, territorial, and local laws and regulations governing protection of the environment.
Removed
Our strategy is to advance Mt Todd in ways that efficiently position the Project for development while exercising the discipline necessary to best realize value at the right time. ​ We expect continued strength in the gold price and believe that ready-to-build projects like Mt Todd are attractive development opportunities in the current environment of a strong gold market, diminishing major deposit discoveries, and depleting gold reserves. ​ The Project offers strategic optionality through development as a large or mid-scale project and has all major operating and environmental permits necessary to initiate development.
Added
The Mt Todd FS significantly decreased the initial capital requirement, prioritized grade over tonnes, delivered stable gold production over the extended life of the project, and provided a fresh perspective for developing the Project using design and operating practices commonly employed by Australian gold operations. ​ The Mt Todd FS marks a significant shift in the strategy for Mt Todd, demonstrating the potential for near-term development of a smaller, lower capital cost project than previously evaluated.
Removed
The Mt Todd FS demonstrates strong economics for development of a 50,000 tpd, nominally 17.5 million tpa, operation. ​ In view of the substantial investment required to develop Mt Todd as a large-scale project, we completed an internal scoping study in 2023 for an alternative 15,000 tpd operation, nominally 5.2 million tpa.
Added
The Study incorporates the use of contract mining, third-party power generation, and other design and operating practices to reduce operational risks. The Mt Todd FS demonstrates the opportunity for Mt Todd to deliver attractive economic returns with stable gold production over a 30-year mine life.
Removed
In 2024, we undertook additional internal assessments and trade-off studies to evaluate the economic potential for a range of processing and mining rates. These assessments identified the 15,000 tpd operation as the optimal alternative scale project.
Added
The Study does not assume any expansion of the planned mining/processing rate, but the 15,000 tpd design layout provides ample space for future expansion of the processing plant. ​ Feasibility Study Highlights ​ ● Average annual gold production of 153,000 ounces during years 1-15 and 146,000 over the 30-year life of mine ● Average ore grade of 1.04 grams gold per tonne (“g Au/t”) over the first 15 years of operations and 0.97 g Au/t over the life of mine ● Life of mine average gold recovery of 88.5% from 3-stage crush, single-stage sort, 2-stage grind, and carbon-in-leach (“CIL”) recovery circuit ● After-tax NPV 5% of $1.1 billion, internal rate of return of 27.8%, and 2.7-year payback at a $2,500 per ounce gold price ● After-tax free cash flow at a $2,500 per ounce gold price of $1.6 billion for first 15 years of commercial operations ● Initial capital requirements of $425 million, a 59% reduction from the 2024 FS (as defined below) - Capital Efficiency: $93 per ounce (initial capital : total ounces of gold produced) (3) - Benefit to Cost Ratio of 2.5 (NPV 5% : initial capital) (3) ● All-in Sustaining Cost (“AISC”) of $1,449 per ounce during years 1-15 and $1,499 per ounce during years 1-30 (3) ​ Notes to investors: (1) Proven and Probable Mineral Reserves are estimated in accordance with S-K 1300 (as defined below).
Removed
A project of this scale could reduce financing, development, and operating risks. ​ In December 2024, Vista commenced a new Mt Todd feasibility study (the “2025 FS”) that aims to increase the reserve grade to 1 g Au/t using a higher cut-off grade and reduce the initial capex by 60% to about $400 million while achieving average annual gold production ranging from 150,000 – 200,000 ounces from 15,000 tpd or 5.2 million tpa throughput.
Added
(2) See “Item 1. Business – Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves” for additional information. (3) Capital efficiency, benefit to cost ratio, and AISC per ounce are non-U.S. GAAP financial measures; see “Non-U.S.
Removed
By using contract mining, third-party power generation, and construction practices commonly used in Australia, we believe there is opportunity to maintain high capital efficiency at this project scale.
Added
GAAP Financial Measures” for additional disclosure. ​ 2 Table of Contents A technical report summary titled “S-K 1300 Technical Report Summary – Mt Todd Gold Project – 15 ktpd Feasibility Study – Northern Territory, Australia” with an effective date of July 29, 2025 and a filing date of September 11, 2025 (the “S-K 1300 Report”) for the Mt Todd FS was prepared in accordance with Item 1300 of Regulation S-K (“S-K 1300”) under the U.S.
Removed
The 2025 FS will leverage prior technical studies and the work completed for the Mt Todd FS, preserve the potential for future expansion, and demonstrate the opportunity for Mt Todd to deliver attractive economic returns. ​ The Company undertook a drilling program during 2024 with a total of 34 holes for 6,776 meters drilled.
Added
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and filed on EDGAR at www.sec.gov on September 11, 2025. ​ A companion technical report titled “ NI 43-101 Technical Report, Mt Todd Gold Project, 15 ktpd Feasibility Study, Northen Territory Australia ” with an effective date of July 29, 2025 (the “NI 43-101 Report”) for Canadian purposes was prepared in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and filed on SEDAR+ at www.sedarplus.ca on September 11, 2025.
Removed
The program was completed in December 2024 at a cost of $1,891. Results of the program indicate the potential to increase gold mineral reserves in the Batman deposit and successfully delineated the South Cross Lode (“SXL”) over a 400-meter strike length.
Added
The NI 43-101 Report is referenced herein for informational purposes only.
Removed
These drill results, and those from the 2020-2022 drilling program, will be included in the block model for the updated Mt Todd mineral resources estimate and 2025 FS. ​ During Phase 1, a total of 11 holes were drilled in the northern end of the Batman deposit including several holes drilled outside the limits of blocks defined in the current mineral resource model.
Added
The 2024 FS evaluated the development of a 50,000 tpd, nominally 17.75 million tpa, operation. ​ In January 2026, the Company announced continued progress at its Mt Todd gold project and outlined the pathway to initiate detailed engineering and design in 2027.
Removed
This drilling, in conjunction with the 2020-2022 2 Table of Contents drilling program, provided information that extended the boundaries of the mineralization in the northern section of the Batman deposit. Phase 1 drilling intercepted gold grades higher than estimated in the current block model and mineralization outside the limits of the current mineral resource envelope.
Added
The Company would expect this milestone to initiate a period of approximately 27-months for design, construction, and commissioning. ​ Our focus for 2026 is on establishing the foundation for the successful execution of the Mt Todd project.
Removed
We expect Phase 1 drilling to result in an increase in mineral resources in the north end of the Batman deposit.
Added
Priorities include obtaining permit modifications to align existing approved permits with the Mt Todd FS; expanding corporate capability by building an Australia-based team to lead project development; and addressing recommendations presented in the Mt Todd FS that will provide key inputs for detailed engineering and design.
Removed
Additionally, we expect this drilling to result in the conversion of a portion of inferred mineral resources within the Mt Todd FS pit design to measured and indicated mineral resources. ​ During Phase 2, a total of 23 holes were drilled in the SXL, a narrower mineralized structure adjacent to the Batman deposit that extends to the northeast with a current strike length of approximately 400 meters.
Added
On March 9, 2026, Vista closed a public offering for aggregate gross proceeds totaling $44,850 to fund these priorities and other general corporate purposes. ​ We have commenced efforts to obtain permit modifications and are actively engaged with consultants, regulators, and stakeholders.
Removed
Results from this drilling defined the mineralized boundaries of the SXL over the strike length drilled and intersected high-grade sub-structures in the lower portion of 13 holes.
Added
Some modifications have already been submitted, and programs to support other submissions have been planned and are expected to begin within the coming weeks. We anticipate the approval of these modifications will be achieved in 2027. ​ We are addressing recommendations presented in the Mt Todd FS.
Removed
The drill hole spacings are acceptable for the definition of measured and indicated mineral resources and are expected to support the expansion in the northeastern section of the mineral resource shell in the new mineral resource model being completed as part of the 2025 FS.
Added
Recent drilling has provided core for selective metallurgical testing to confirm grind size, gold recoveries, and optimal selection and sizing of equipment in the process plant.
Removed
For more information on the Company’s 2024 drilling results, please refer to the Company’s 2024 and 2025 drilling news releases, available at www.sec.gov and under our profile at www.sedarplus.ca.
Added
A geotechnical review is also underway, with planned drilling around the Batman pit to assess the opportunity to steepen the west pit wall, reduce stripping, and potentially convert additional mineral resources to mineral reserves. ​ The Company continues to prioritize the efficient use of financial resources to advance Mt Todd.
Removed
The Company’s 2024 and 2025 drilling news release are referenced for informational purposes only and are not incorporated by reference into this annual report on Form 10-K and should not be considered part of this or any other report filed with the SEC. ​ The Company continues to prioritize the efficient use of resources to advance Mt Todd.
Added
We cultivate a culture that is sensitive to the importance of diversity and inclusion in the workplace. ​ Our compensation programs are designed to align compensation of our employees with Vista’s corporate objectives and performance, and are designed to provide proper incentives to attract, retain and motivate employees to achieve superior results.
Removed
The Company periodically raises funds in the capital markets and considers alternative strategies and possible strategic opportunities as ways to enhance its liquidity and deliver shareholder value. ​ The Mt Todd FS contemplates a plant processing 50,000 tpd and demonstrates the underlying value potential of a large-scale gold project.
Added
In the interim period, the DEML provides the same rights and obligations in regard to the operating plans for Mt Todd as determined in the MMP.
Removed
Highlights include: ● estimated proven and probable mineral reserves of 6.98 million ounces of gold (280 million tonnes at 0.77 g Au/t) using a gold price of $1,500 for the mineral reserve estimate and a cut-off grade of 0.35 g Au/t (1)(2) ; ● average annual production of 395,000 ounces of gold over a 16-year life of mine at an average cash cost of $913 per ounce (3) ; ● high capital efficiency, with initial capital requirements of $1.03 billion, or $163 per payable ounce of gold (3) ; and ● after-tax NPV 5% of $1.13 billion and internal rate of return (“IRR”) of 20.4% at a gold price of $1,800 per ounce and an AUD:USD exchange rate of 0.69.
Removed
(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 this annual report on Form 10-K for additional information.
Removed
(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. ​ After Vista completed the Mt Todd FS, the NT enacted the Mineral Royalties Act 2024 (“Royalties Act”) effective July 1, 2024.
Removed
The Royalties Act replaces the prior net profits royalty regime with an ad valorem royalty regime for new mines. Under the Royalties Act, a 3.5% ad valorem royalty rate will be applied to gold production from Mt Todd.
Removed
This represents a nearly 50% reduction in payable NT royalties compared to the Mt Todd FS and should result in improved project economics.
Removed
Under the previous net profits royalty regime, our base case economic analysis at an $1,800 gold price estimated the payment of $765 million in NT royalties over the life of the mine. ​ The Mt Todd FS includes mineral resource and mineral reserve estimates pursuant to Item 1300 of Regulation S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Canadian Institute of Mining Metallurgy and Petroleum Definition Standards for Mineral Resources and Mineral Reserves (“CIM Definition Standards”) based on mine plans developed using a gold price in line with current market conditions at the time of the study. ​ 3 Table of Contents In addition to the technical advancements of the Project in 2023 and 2024, Vista has all major operating and environmental permits necessary to initiate development of Mt Todd.
Removed
We have invested significant resources in water treatment and management, and environmental and social programs.
Removed
We are also subject to statutory requirements under the NT Mining Management Act, which includes the requirement to have a mining authorization before the start of mining operations. The mining authorization is issued after the approval of the mining license. It is the legal document that makes the mining license and any additional conditions binding for the project.
Removed
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. ​ 14 Table of Contents

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

23 edited+0 added−0 removed80 unchanged
Biggest changeThese thresholds reflect the levels of confidence that exist 20 Table of Contents at the time the study is completed. Subsequent changes to metal prices, foreign exchange rates (if applicable), reclamation requirements, operating and capital costs, and other variables may cause actual results of economic viability to differ materially from these estimates.
Biggest changeThese thresholds reflect the levels of confidence that exist at the time the study is completed. Subsequent changes to metal prices, foreign exchange rates, reclamation requirements, operating and capital costs, and other variables may cause actual results of economic viability to differ materially from these estimates.
Currently, our property and royalty interests are subject to environmental laws and regulations in Australia and the U.S. ​ We could be subject to environmental lawsuits. ​ Neighboring landowners and other third parties could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by environmental nuisance, the release of hazardous substances or other waste material into the environment on or around our properties.
Currently, our property and royalty interests are subject to environmental laws and regulations in Australia and the U.S. ​ We could be subject to environmental lawsuits. ​ Neighboring landowners and other third parties could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by environmental nuisance or the release of hazardous substances or other waste material into the environment on or around our properties.
The loss or interruption of the services of any of our executive officers or other key employees, the inability to identify, attract, or retain qualified personnel in the future, the inability to successfully implement executive officer, key employee or other personnel transitions, delays in hiring qualified personnel could make it difficult for us to conduct and manage our business and meet key objectives, which could harm our business, financial condition, and operating results.
The loss or interruption of the services of any of our executive officers or other key employees, the inability to identify, attract, or retain qualified personnel in the future, the inability to successfully implement executive officer, key employee or other personnel transitions, or delays in hiring qualified personnel could make it difficult for us to conduct and manage our business and meet key objectives, which could harm our business, financial condition, and operating results.
It is also possible that the liabilities and hazards might not be insurable, or, we could elect not to be insured against such liabilities due to high premium costs or other reasons, or our insurance for a particular event or circumstance might be insufficient, in which event we could incur significant costs that could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation. ​ Pending or future legislation and regulations or other standards intended to address climate change could result in increased operating costs. ​ Gold production is energy intensive, resulting in a significant carbon footprint.
It is also possible that the liabilities and hazards might not be insurable, we could elect not to be insured against such liabilities due to high premium costs or other reasons, or our insurance for a particular event or circumstance might be insufficient, in which event we could incur significant costs that could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation. ​ Pending or future legislation and regulations or other standards intended to address climate change could result in increased operating costs. ​ Gold production is energy intensive, resulting in a significant carbon footprint.
Factors tending to influence gold prices include: ​ ● gold sales or leasing by governments and central banks or changes in their monetary policy, including gold inventory management and reallocation of reserves; ● speculative short or long positions on futures markets; ● the relative strength of the U.S. dollar; ● current, or expectations of future, rates of inflation or interest rates; ● changes to economic conditions in the United States, China, India and other industrialized or developing countries; ● geopolitical conflicts; ● changes in jewelry, investment or industrial demand; ● changes in supply from production, disinvestment, and scrap; and ● forward sales by producers in hedging or similar transactions. ​ A substantial or extended decline in the gold price could: ​ ● negatively impact our ability to raise capital on favorable terms, or at all; ● negatively affect our ability to find a partner, investor or lender for the development of Mt Todd; ● jeopardize the development of Mt Todd; ● reduce our existing estimated mineral resources and reserves by removing material from these estimates that could not be economically processed at lower gold prices; ● reduce the potential for future revenues from gold projects in which we have an interest; ● reduce funds available to operate our business; and ● reduce the market value of the Common Shares and our assets. ​ Industry consolidation could result in the acquisition of a control position in the Company for less than fair value. ​ Consolidation within the industry is a growing trend.
Factors tending to influence gold prices include: ​ ● gold sales or leasing by governments and central banks or changes in their monetary policy, including gold inventory management and reallocation of reserves; ● speculative short or long positions on futures markets; ● the relative strength of the U.S. dollar; ● current, or expectations of future, rates of inflation or interest rates; ● changes to economic conditions in the United States, China, India and other industrialized or developing countries; 17 Table of Contents ● geopolitical conflicts; ● changes in jewelry, investment, or industrial demand; ● changes in supply from production, disinvestment, and scrap; and ● forward sales by producers in hedging or similar transactions. ​ A substantial or extended decline in the gold price could: ​ ● negatively impact our ability to raise capital on favorable terms, or at all; ● negatively affect our ability to find a partner, investor, or lender for the development of Mt Todd; ● jeopardize the development of Mt Todd; ● reduce our existing estimated mineral resources and reserves by removing material from these estimates that could not be economically processed at lower gold prices; ● reduce the potential for future revenues from gold projects in which we have an interest; ● reduce funds available to operate our business; and ● reduce the market value of the Common Shares and our assets. ​ Industry consolidation could result in the acquisition of a control position in the Company for less than fair value. ​ Consolidation within the industry is a growing trend.
This could have the effect of increasing the amount of capital and operating costs required to continue to maintain, explore and develop Mt Todd, reducing the pace at which it is explored and developed, and/or cause activities to be suspended either temporarily or permanently. ​ The Company believes it is possibly a “passive foreign investment company,” which would likely have adverse U.S. federal income tax consequences for U.S. shareholders. ​ U.S. shareholders of our Common Shares should be aware that the Company believes it is possible we may be classified as a passive foreign investment company (“PFIC”) up to and including the taxable year ended December 31, 2024, and based on current business plans and financial projections, management believes there is a possibility that the Company could be classified as a PFIC during the current taxable year.
This could have the effect of increasing the amount of capital and operating costs required to continue to maintain, explore and develop Mt Todd, reducing the pace at which it is explored and developed, and/or cause activities to be suspended either temporarily or permanently. ​ The Company believes it is possibly a “passive foreign investment company,” which would likely have adverse U.S. federal income tax consequences for U.S. shareholders. ​ U.S. shareholders of our Common Shares should be aware that the Company believes it is possible we may be classified as a passive foreign investment company (“PFIC”) up to and including the taxable year ended December 31, 2025, and based on current business plans and financial projections, management believes there is a possibility that the Company could be classified as a PFIC during the current taxable year.
Potential disruptions to our information technology systems, including, without limitation, security breaches, power loss, theft, computer viruses, cyber-attacks, natural disasters, and noncompliance by third party service providers and inadequate levels of cybersecurity expertise and safeguards of third party information technology service providers, may adversely affect our operations as well as present significant costs and risks including, without limitation, loss or disclosure of confidential, proprietary, personal or sensitive information and third party data, material adverse effect on its financial performance, compliance with its contractual obligations, compliance with applicable laws, damaged reputation, remediation costs, potential litigation, regulatory enforcement proceedings and heightened regulatory scrutiny. ​ We are subject to anti-bribery and anti-corruption laws. ​ Our operations are governed by, and involve interactions with, many levels of government in several countries.
Potential disruptions to our information technology systems, including, without limitation, security breaches, power loss, theft, computer viruses, cyber-attacks, natural disasters, and noncompliance by third party service providers and inadequate levels of cybersecurity expertise and safeguards of third party information technology service providers, may adversely affect our operations as well as present significant costs and risks including, without limitation, loss or disclosure of confidential, proprietary, personal or sensitive information and third party data, material adverse effect on its financial performance, compliance with its contractual obligations, compliance with applicable laws, damaged reputation, remediation costs, potential litigation, regulatory enforcement proceedings and heightened regulatory scrutiny. ​ 22 Table of Contents We are subject to anti-bribery and anti-corruption laws. ​ Our operations are governed by, and involve interactions with, many levels of government in several countries.
Any of these or other adverse factors may reduce or eliminate estimated mineral reserves and mineral resources and could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation. ​ Feasibility studies and other technical studies are estimates only and subject to uncertainty. ​ Feasibility studies, such as our Mt Todd FS and our anticipated 2025 FS, and other technical studies are used to estimate the economic viability of an ore deposit, as are preliminary feasibility studies, preliminary economic assessments, and scoping studies.
Any of these or other adverse factors may reduce or eliminate estimated mineral reserves and mineral resources and could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation. ​ Feasibility studies and other technical studies are estimates only and subject to uncertainty. ​ Feasibility studies, such as our Mt Todd FS and other technical studies are used to estimate the economic viability of an ore deposit, as are preliminary feasibility studies, preliminary economic assessments, and scoping studies.
Any resulting delays or an inability to develop and operate Mt Todd as planned could have a material adverse effect on our business prospects, results of operations, cash flows, financial condition and corporate reputation. ​ Our exploration and development activities, strategic transactions, or any acquisition activities may not be commercially successful and could fail to lead to gold production or fail to add value . ​ Substantial expenditures are required to acquire gold properties, establish mineral reserves through drilling and analysis, develop metallurgical processes to extract metal from the ore and develop the mining and processing facilities and infrastructure at any site chosen for mining.
Any resulting delays or an inability to develop and operate Mt Todd as planned could 16 Table of Contents have a material adverse effect on our business prospects, results of operations, cash flows, financial condition and corporate reputation. ​ Our exploration and development activities, strategic transactions, or any acquisition activities may not be commercially successful and could fail to lead to gold production or fail to add value . ​ Substantial expenditures are required to acquire gold properties, establish mineral reserves through drilling and analysis, develop metallurgical processes to extract metal from the ore and develop the mining and processing facilities and infrastructure at any site chosen for mining.
There can be no assurance of whether or when construction at Mt Todd will start, the duration of the construction period, or that the necessary personnel, equipment, supplies, or other resources will be available to the Company if and when construction is started. 15 Table of Contents ​ Increased costs could impede our ability to become profitable. ​ Capital and operating costs at mining operations are subject to variation due to a number of factors, such as changing ore grade, changing metallurgy, and revisions to mine plans in response to changing commodity prices, additional drilling results and updated geologic interpretations.
There can be no assurance of whether or when construction at Mt Todd will start, the duration of the construction period, or that the necessary personnel, equipment, supplies, or other resources will be available to the Company if and when construction is started. ​ Increased costs could impede our ability to become profitable. ​ Capital and operating costs at mining operations are subject to variation due to a number of factors, such as changing ore grade, changing metallurgy, and revisions to mine plans in response to changing commodity prices, additional drilling results and updated geologic interpretations.
If the Company is classified as a PFIC for any year during a U.S. shareholder’s holding period, then such U.S. shareholder generally will be required to treat any gain realized upon a 19 Table of Contents disposition of Common Shares, or any so-called “excess distribution” received on their Common Shares, as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the shareholder makes a timely and effective “qualified electing fund” (“QEF Election”) or a “mark-to-market” election with respect to the Common Shares.
If the Company is classified as a PFIC for any year during a U.S. shareholder’s holding period, then such U.S. shareholder generally will be required to treat any gain realized upon a disposition of Common Shares, or any so-called “excess distribution” received on their Common Shares, as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the shareholder makes a timely and effective “qualified electing fund” (“QEF Election”) or a “mark-to-market” election with respect to the Common Shares.
There can be no assurance that the mining, comminution, gold recovery processes, gold production rates, revenue, and capital and operating costs including taxes and royalties will not vary unfavorably from the estimates and assumptions included in the Mt Todd FS, or any future studies. ​ Mt Todd requires substantial capital investment, and we may be unable to raise sufficient capital on favorable terms or at all. ​ Ongoing site costs, construction, operation and reclamation of Mt Todd will require significant capital.
There can be no assurance that the mining, comminution, gold recovery processes, gold production rates, revenue, and capital and operating costs including taxes and royalties will not vary unfavorably from the estimates and assumptions included in the Mt Todd FS, or any future studies. ​ 14 Table of Contents Mt Todd requires substantial capital investment, and we may be unable to raise sufficient capital on favorable terms or at all. ​ Ongoing site costs, construction, operation and reclamation of Mt Todd will require significant capital.
Continued volatility in equity markets, specifically including energy and commodity markets, may increase the costs associated with equity financings and may create the potential need for us to offer higher discounts and other value (e.g., warrants). 18 Table of Contents ​ We may be unable to raise additional capital on favorable terms, or at all. ​ Our exploration and, if warranted, development activities and the construction and start-up of any mining operation require substantial amounts of capital.
Continued volatility in equity markets, specifically including energy and commodity markets, may increase the costs associated with equity financings and may create the potential need for us to offer higher discounts and other value (e.g., warrants). ​ We may be unable to raise additional capital on favorable terms, or at all. ​ Our exploration and, if warranted, development activities and the construction and start-up of any mining operation require substantial amounts of capital.
The potential consequences of these pressures include reputational damage, delays, suspension of activities, legal claims, increased costs, increased social investment obligations, difficulty in acquiring permits, and increased taxes and royalties payable to governments and communities. ​ Mining exploration, development and operating activities are inherently hazardous. ​ Mineral exploration and development involve many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome.
The potential consequences of these pressures include reputational damage, delays, suspension of activities, legal claims, increased costs, increased social investment obligations, difficulty in acquiring permits, and increased taxes and royalties payable to governments and communities. ​ 20 Table of Contents Mining exploration, development and operating activities are inherently hazardous. ​ Mineral exploration and development involve many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome.
We cannot be assured that any such activities will be commercially successful, lead to gold production, or add value. ​ Financial and Business Risks ​ We have a history of losses, and we do not expect to generate earnings from operations or pay dividends in the near term, if at all. ​ We are a development stage issuer, and we devote our efforts to our development stage property, Mt Todd.
We cannot be assured that any such activities will be commercially successful, be completed in a timely manner, lead to gold production, or add value. ​ Financial and Business Risks ​ We have a history of losses, and we do not expect to generate earnings from operations or pay dividends in the near term, if at all. ​ We are a development stage issuer, and we devote our efforts to our development stage property, Mt Todd.
This initiative and possible future initiatives could result in increased tax expenses and related compliance costs for Mt Todd or other future mining operations. ​ 21 Table of Contents Securities Risks ​ Our share price may be volatile and your investment in our Common Shares could suffer a decline in value . ​ Broad market and industry factors may adversely affect the price of our Common Shares, regardless of our actual performance.
This initiative and possible future initiatives could result in increased tax expenses and related compliance costs for Mt Todd or other future mining operations. ​ Securities Risks ​ Our share price may be volatile and your investment in our Common Shares could suffer a decline in value . ​ Broad market and industry factors may adversely affect the price of our Common Shares, regardless of our actual performance.
Residents.” Each U.S. shareholder should consult his or her own tax advisor regarding the U.S. federal, U.S. state and local, and foreign tax consequences of the PFIC rules and the acquisition, ownership, and disposition of Common Shares. ​ Certain directors and officers may serve as directors and officers of other companies in the natural resources sector. ​ While there are no known existing or potential conflicts of interest between Vista and any of its directors or officers, certain of the directors and officers do or may serve as directors and officers of other natural resource companies and therefore it is possible that a conflict may arise between their duties as a director or officer out Company and their duties as a director or officer of such other companies.
Residents.” Each U.S. shareholder should consult his or her own tax advisor regarding the U.S. federal, U.S. state and local, and foreign tax consequences of the PFIC rules and the acquisition, ownership, and disposition of Common Shares. ​ Certain directors and officers may serve as directors and officers of other companies in the natural resources sector. ​ 19 Table of Contents While there are no known existing or potential conflicts of interest between Vista and any of its directors or officers, certain of the directors and officers do or may serve as directors and officers of other natural resource companies and therefore it is possible that a conflict may arise between their duties as a director or officer of our Company and their duties as a director or officer of such other companies.
Consequently, we may have material undisclosed environmental responsibilities which 16 Table of Contents could negatively affect our business prospects, results of operations, cash flows, financial condition, and corporate reputation. ​ There may be challenges to our title to mineral properties and rights of use. ​ There may be challenges to our title to our mineral properties and rights of use.
Consequently, we may have material undisclosed environmental responsibilities which could negatively affect our business prospects, results of operations, cash flows, financial condition, and corporate reputation. ​ There may be challenges to our title to mineral properties and rights of use. ​ There may be challenges to our title to our mineral properties and rights of use.
Insufficient rainfall, or drought-like conditions in the catchment area for the reservoir could limit or extinguish this water supply. Sufficient water resources may not be available, resulting in curtailment or stoppage of operations until the water supply is replenished.
Insufficient rainfall, or drought-like conditions in the catchment area for the reservoir could limit or extinguish this water supply. Sufficient water resources may not be available, resulting in curtailment or stoppage of operations until the water supply 15 Table of Contents is replenished.
Some of our competitors are much larger, established companies with greater financial and technical resources than ours. We compete with other companies for attractive mining properties, for capital, for equipment and supplies, for outside services and for qualified managerial and technical employees.
Some of our competitors are much larger, established companies with greater financial and technical resources than ours. We compete with other companies for attractive mining properties, for capital, for equipment and supplies, for outside services, and for qualified managerial and technical 18 Table of Contents employees.
To our knowledge, the Company has not experienced any material losses relating to disruptions to its information technology systems. We have implemented policies, controls, and practices to manage and safeguard our Company and stakeholders from internal and 22 Table of Contents external cybersecurity threats and to comply with changing legal requirements and industry practice.
To our knowledge, the Company has not experienced any material losses relating to disruptions to its information technology systems. We have implemented policies, controls, and practices to manage and safeguard our Company and stakeholders from internal and external cybersecurity threats and to comply with changing legal requirements and industry practice.
The loss of services from key personnel or a 17 Table of Contents limitation in their availability could materially and adversely impact our business, prospects, liquidity, financial condition and results of operations.
The loss of services from key personnel or a limitation in their availability could materially and adversely impact our business, prospects, liquidity, financial condition and results of operations.
This type of litigation or other securities claims could result in substantial costs to us and divert our management’s attention and resources. ​ Potential share dilution.
This type of litigation or other securities claims could result in substantial costs to us and divert our management’s attention and resources. 21 Table of Contents ​ Potential share dilution.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe system of controls also focuses on security awareness and training for employees and contractors with access to Company facilities or systems. Company management periodically reviews system and organization control reports (SOC 1, Type 2) for key outsourced information systems to ensure that third-party data processing is subject to appropriate controls and security measures .
Biggest changeThe system of controls also focuses on security awareness and training for employees and contractors with access to Company facilities or systems. Company management periodically reviews system and organization control reports (SOC 1, Type 2) for key outsourced information 23 Table of Contents systems to ensure that third-party data processing is subject to appropriate controls and security measures .
A successful attack on our information or operational technology systems could have material consequences to 24 Table of Contents the Company. While we devote resources to our security measures to protect our systems and information, these measures cannot provide absolute security. See “Item 1A.
A successful attack on our information or operational technology systems could have material consequences to the Company. While we devote resources to our security measures to protect our systems and information, these measures cannot provide absolute security. See “Item 1A.
Risk Factors” for additional information about the risks to our business associated with a breach or compromise to our IT systems. ​
Risk Factors” for additional information about the risks to our business associated with a breach or compromise to our IT systems. ​ 24 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe table below presents the estimated mineral resources for the Project. ​ Mt Todd Gold Project – Summary of Gold Mineral Resource (Exclusive of Gold Mineral Reserves) Based on US$1,300/oz Gold ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Batman Deposit ​ Heap Leach Pad ​ Quigleys Deposit ​ Total ​ ​ ​ ​ ​ ​ Contained ​ ​ ​ ​ ​ Contained ​ ​ ​ ​ ​ Contained ​ ​ ​ ​ ​ Contained ​ ​ Tonnes ​ Grade ​ Ounces ​ Tonnes ​ Grade ​ Ounces ​ Tonnes ​ Grade ​ Ounces ​ Tonnes ​ Grade ​ Ounces ​ ​ ​ (000s) ​ (g Au/t) ​ (000s) ​ (000s) ​ (g Au/t) ​ (000s) ​ (000s) ​ (g Au/t) ​ (000s) ​ (000s) ​ (g Au/t) ​ (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.
Biggest changeThe table below presents the estimated Mineral Resources for the Batman and the Quigleys deposits, excluding the Heap Leach Pad due to the entirety of the Heap Leach Pad Mineral Resource being converted to Mineral Reserves, therefore, a Mineral Resource exclusive of Mineral Reserves is not reported. ​ Mt Todd Gold Project – Summary of Gold Mineral Resources (Exclusive of Gold Mineral Reserves) Based on $1,950/oz Gold Price ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Batman Deposit ​ Heap Leach Pad ​ Quigleys Deposit ​ Total ​ ​ ​ Contained ​ ​ ​ Contained ​ ​ ​ Contained ​ ​ ​ Contained ​ Tonnes Grade Ounces ​ Tonnes Grade Ounces ​ Tonnes Grade Ounces ​ Tonnes Grade Ounces ​ (000s) (g Au/t) (000s) ​ (000s) (g Au/t) (000s) ​ (000s) (g Au/t) (000s) ​ (000s) (g Au/t) (000s) Measured 47,143 0.61 930 ​ — — — ​ 3,702 1.13 134 ​ 50,845 0.65 1,064 Indicated 110,644 0.72 2,568 ​ — — — ​ 6,965 1.34 299 ​ 117,609 0.76 2,867 Measured & Indicated 157,787 0.69 3,498 ​ — — — ​ 10,667 1.26 433 ​ 168,454 0.73 3,931 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Inferred 54,338 0.78 1,369 ​ — — — ​ 2,761 0.71 63 ​ 57,099 0.78 1,433 ​ Notes: ● Mineral Resources are reported exclusive of Mineral Reserves. ● Batman and Quigleys Mineral Resources are quoted at a 0.4 g Au/t cut-off grade.
Initial equity participation in the joint venture was General Gold 2%, Multiplex 93%, and Pegasus 5%. The joint venture appointed General Gold as mine operator, which contributed the operating plan in exchange for a 50% share of the net cash flow generated by the project, after allowing for acquisition costs and environmental sinking fund contributions.
Initial equity participation in the joint venture was General Gold 2%, Multiplex Resources 93%, and Pegasus 5%. The joint venture appointed General Gold as mine operator, which contributed the operating plan in exchange for a 50% share of the net cash flow generated by the project, after allowing for acquisition costs and environmental sinking fund contributions.
Following this program CRA Exploration did not proceed with further exploration. ​ During late 1986, Pacific Gold Mines NL (“Pacific”) undertook exploration in the area which resulted in small-scale open cut mining on the Quigleys and Golf reefs, and limited test mining at the Alpha, Bravo, Charlie and Delta pits.
Following this program, CRA Exploration did not proceed with further exploration. ​ During late 1986, Pacific Gold Mines NL (Pacific Gold Mines) undertook exploration in the area which resulted in small-scale open cut mining on the Quigleys and Golf reefs, and limited test mining at the Alpha, Bravo, Charlie and Delta pits.
For a description of the key assumptions, parameters and methods used to estimate mineral resources and mineral reserves included in this Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the technical report summary of the Mt Todd FS (as described below) which is included as an exhibit to this Form 10-K. ​ Mt Todd Gold Project, Northern Territory, Australia ​ Summary Disclosure ​ The Company has one material mining property, the Mt Todd gold project located in the Northern Territory of Australia.
For a description of the key assumptions, parameters and methods used to estimate mineral resources and mineral reserves included in this Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the technical report summary of the Mt Todd FS (as described below) which is included as an exhibit to this Form 10-K. ​ Mt Todd Gold Project, Northern Territory, Australia ​ Summary Disclosure ​ The Company has one material mining property, being the Mt Todd Gold Project located in Northern Territory, Australia (“NT”).
Vista has a private agreement with the Jawoyn Association for access to the land. ​ Annually, we are required to submit an MMP (now called a Deemed Mining License) for care and maintenance that details work to be done on the property.
Vista has a private agreement with the Jawoyn Association for access to the land. ​ Annually, we are required to submit an MMP (now called a Deemed Environmental (Mining) License) (“DEML”) for care and maintenance that details work to be done on the property.
This program consisted of 26 drill holes totaling 8,887 meters of HQ diamond core. The program consistently intersected mineralization predicted by our geologic model and demonstrated both horizontal and vertical continuity of the targeted structures.
This program consisted of 26 drill holes totaling 8,887 m of HQ diamond core. The program consistently intersected mineralization predicted by our geologic model and demonstrated both horizontal and vertical continuity of the targeted structures.
Because the Jawoyn Association have title to the land, such land is not part of the lands classified by the government as indigenous lands, and as a result such lands are not subject to an Indigenous land use agreement.
Because the Jawoyn Association has title to the land, such land is not part of the lands classified by the government as Indigenous lands, and as a result such lands are not subject to an Indigenous land use agreement.
This program consisted of 34 drill holes totaling 6,776 meters of HQ diamond core. The program consistently intersected mineralization within the Batman deposit resource shell and along the strike of the SXL.
This program consisted of 34 drill holes totaling 6,776 m of HQ diamond core. The program consistently intersected mineralization within the Batman deposit resource shell and along strike of the SXL.
The document was prepared by independent consultants, GHD Pty Ltd., to identify potential environmental, social, transport, cultural and economic impacts associated with reopening and operating the mine. NT EPA provided its final assessment of the Project in June 2014.
The document was prepared by independent consultants, GHD Pty Ltd., to identify potential environmental, social, transport, cultural and economic impacts associated with reopening and operating the mine. NT EPA provided its final assessment of the Project in June 2014. Final approval was given in September 2014.
Relevant intervals of mineralization at Quigleys Deposit are contained within blanket-like zones which are modeled with 3-D wireframes for resource estimation.
Relevant intervals of mineralization at the Quigleys deposit are contained within blanket-like zones which are modeled with 3-D wireframes for Mineral Resource estimation.
In its Assessment Report, the NT EPA advised that it had assessed the environmental impacts of Vista’s development plans for Mt Todd and concluded that it can proceed, subject to a number of recommendations which are outlined in the Assessment Report.
In its Assessment Report, the NT EPA advised that it had assessed the environmental impacts of Vista’s development plans for Mt Todd and concluded that it can proceed, subject to a number of recommendations as outlined in the Assessment Report.
Additionally, the program identified four quality exploration targets as well as other potential structures along a 5.4-Km portion of the 24-Km Batman-Driffield Trend that contains the Batman, Golf Tollis, and Quigleys deposits. ​ 2024 Drilling Program Results and Exploration Targets ​ During 2024, we completed a drilling program designed to upgrade mineral resources, validate mineralization extension at the north portion of the Batman deposit and add gold ounces within the existing Batman resource shell, as well as define the boundaries of the SXL zone, a known mineralized structure adjacent to the Batman core zone.
Additionally, the program identified four quality exploration targets as well as other potential structures along a 5.4 Km portion of the 24 Km Batman-Driffield Trend that contains the Batman, Golf Tollis, and Quigleys deposits. ​ 2024 Drilling Program Results and Exploration Targets ​ During 2024, we completed a drilling program designed to upgrade the Mineral Resources, validate mineralization extension at the north portion of the Batman deposit and add gold ounces within the existing Batman resource shell, as well as define the boundaries of the SXL.
The Quigleys Deposit was mined from 1982 to 1987 during which the largest amount of drilling was percussion type used for ore grade control. ​ Relevant intervals of mineralization are contained within blanket-like zones which are modeled with 3-D wireframes for resource estimation.
The Quigleys deposit was mined from 1982 to 1987 during which time the largest amount of drilling was percussion type used for ore grade control. ​ Relevant intervals of mineralization are contained within blanket-like zones which are modelled with 3-D wireframes for Mineral Resource estimation.
The core was logged using the following procedures: ​ ● one-meter depth intervals were marked out on the core by a member of the geologic staff; ● core orientation (bottom of core) was marked with a solid line when at least three orientation marks aligned and were used for structural measurements.
The core was laid out using the following procedures: ● One meter depth intervals were marked out on the core by a member of the geology staff. ● Core orientation (bottom of core) was marked with a solid line when at least three orientation marks aligned and used for structural measurements.
Hence, it is reasonable to conclude that the uncrushed material from the HPGR is harder than the crushed product. ● The rejected waste material had a BWi higher than both the composite sample prepared from the minus 5/8” HPGR crusher product and the XRT ore sorting product that is returned to the HPGR crushers. 47 Table of Contents ● The BWi for the final HPGR product ranged from 23.10 to 26.63.
Hence, it is reasonable to conclude that the uncrushed material from the HPGR is harder than the crushed product. ● The rejected waste material had a BWi higher than both the composite sample prepared from the -5/8” HPGR crusher product and the XRT ore sorting product that is returned to the HPGR crushers. ● The BWi for the final HPGR product ranged from 23.10 to 26.63.
Meta-sediments, granitites, basic intrusives, acidic and intermediate volcanic rocks occur within this geological province. Within the Mt Todd region, the oldest outcropping rocks are assigned to the Burrell Creek Formation. These rocks consist primarily of 35 Table of Contents interbedded greywackes, siltstones, and shales of turbidite affinity, which are interspersed with minor volcanics.
Meta-sediments, granitoids, basic intrusives, acidic and intermediate volcanic rocks occur within this geological province. ​ Within the Mt Todd region, the oldest outcropping rocks are assigned to the Burrell Creek Formation. These rocks consist primarily of interbedded greywackes, siltstones, and shales of turbidite affinity, which are interspersed with minor volcanics.
This, combined with underperformance of the project and higher operating costs led to the mine being closed and placed on care and maintenance on November 14, 1997. ​ In February 1999, General Gold Resources Pty. Ltd. (“General Gold”) agreed to form a joint venture with Multiplex Resources Pty Ltd (“Multiplex”) and Pegasus to own, operate, and explore the mine.
Underperformance of the project and higher operating costs led to the mine being closed and placed on care and maintenance on November 14, 1997. ​ In February 1999, General Gold Resources Pty. Ltd. (“General Gold”) agreed to form a joint venture with Multiplex Resources Pty Ltd (“Multiplex Resources”) and Pegasus to own, operate, and explore the mine.
While there are random high-grade intercepts outside of the core zone, the majority of higher-grade mineralization at the Quigleys Deposit resides within the defined zones. ​ 2020-2022 Drilling Program Results and Exploration Targets ​ Between late 2020 and early 2022, we completed an exploration drilling program designed to demonstrate that the Batman, Golf Tollis, and Quigleys deposits are not independent of each other but connected by structure and mineralization.
While there are random high-grade intercepts outside of the Quigleys core zone, most higher-grade mineralization resides within the defined zones. ​ 40 Table of Contents 2020-2022 Drilling Program Results and Exploration Targets ​ Between late 2020 and early 2022, we completed an exploration drilling program designed to demonstrate that the Batman, Golf Tollis, and Quigleys deposits are not independent of each other but connected by structure and mineralization.
The EPBC authorization was granted by the Australian Commonwealth Department of Environment and Energy in January 2018. ​ In November 2018, we applied for the MMP approval, which is the operating permit that sets out how the mine operating strategy will be implemented throughout the life of mine in compliance with the EIS and EPBC requirements.
The EPBC authorization of a controlled activity was granted by the Australian Commonwealth Department of Environment and Energy in January 2018. ​ 47 Table of Contents In November 2018, we applied for an MMP approval, which is the operating permit that sets out how the mine operating strategy will be implemented throughout the life of mine in compliance with the EIS and EPBC requirements.
PROPERTIES . ​ References to USD or $ refer to United States currency and AUD or A$ refer to Australian currency, all in thousands, unless specified otherwise. ​ Qualified Persons ​ The scientific and technical disclosures about Mt Todd in this annual report on Form 10-K have been reviewed and approved by Maria Vallejo Garcia, Vista’s Director of Projects and Technical Services, and a designated qualified person (or “QP”) as defined by S-K 1300 and NI 43-101.
PROPERTIES . ​ References to USD or $ refer to United States currency and AUD or A$ refer to Australian currency, all in thousands, unless specified otherwise. ​ Qualified Persons ​ The scientific and technical disclosures about Mt Todd in this annual report on Form 10-K have been reviewed and approved by Maria Vallejo Garcia of P&G Consulting Services LLC, independent technical consultant, previously Vista’s Director of Projects and Technical Services through October 2025, and a designated qualified person (or “QP”) as defined by S-K 1300 and NI 43-101.
General Gold operated the mine from March 1999 to July 2000. Operations ceased in July 2000, and Pegasus, through the Deed Administrators, regained possession of various parts of the mine assets in order to recoup the balance of purchase price owed to it.
General Gold operated the mine from March 1999 to July 2000. Pegasus, through the Deed Administrators, regained possession of various parts of the mine assets to recoup the balance of purchase price owed to it.
All of these samples were kept in the secure area until crated for shipping. ​ Samples were placed in crates for shipping with approximately 100 samples per crate (20 shipping bags) and sealed.
All samples were kept in the secure area until crated for shipping. ● Samples were placed in crates for shipping with 100 samples per crate (20 shipping bags).
The NT EPA Assessment Report includes 28 recommendations which are addressed as part of the Deemed Mining License. ​ The approval of the EIS resulted in the requirement to obtain an authorization of a controlled activity as required under the EPBC as it relates to the Gouldian Finch.
The NT EPA Assessment Report includes 28 recommendations which were addressed as part of the subsequently approved MMP. ​ The approval of the EIS resulted in a requirement to obtain an authorization of a controlled activity as required under the EPBC as it relates to the Gouldian Finch.
GAAP financial measure; see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-U.S. GAAP Financial Measures for additional disclosure. ​ In November 2020, we modified our agreement with the Jawoyn Association.
(2) Cash Costs is a non-U.S. GAAP financial measure; see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-U.S. GAAP Financial Measures for additional disclosure. ​ In November 2020, we modified our agreement with the Jawoyn Association Aboriginal Corporation (“Jawoyn Association”).
The sealed crates were stacked outside the core logging shed to be shipped and transported to the laboratory by Vista employees. ​ The following laboratories have been used for sample preparation, analyses, and check assays: ​ 42 Table of Contents Laboratory Address Purpose Abbreviation Certifications ALS | Minerals 31 Denninup Way Malaga, WA 6090 Main assay analyses ALS ISO:9001:2008 and ISO 17025 Certified ALS | Minerals 13 Price St Alice Springs, NT 0870 Sample Preparation ALS Alice Springs ISO 9001:2008 and ISO 17025 Certified Genalysis Laboratory Services (Intertek Group) 15 Davison St Maddington, WA 6109 Check Analyses Genalysis Unable to verify North Australian Laboratories Pty.
The crates were stacked outside the core shed until transport. ● Samples were delivered to the laboratory by Vista staff. ​ The following laboratories have been used for sample preparation, analyses, and check assays: ​ Laboratory Address Purpose Abbreviation Certifications ALS | Minerals 31 Denninup Way Malaga, WA 6090 Main assay analyses ALS ISO:9001:2008 and ISO 17025 Certified ALS | Minerals 13 Price St Alice Springs, NT 0870 Sample Preparation ALS Alice Springs ISO 9001:2008 and ISO 17025 Certified Genalysis Laboratory Services (Intertek Group) 15 Davison St Maddington, WA 6109 Check Analyses Genalysis ISO/IEC 17025 Certified North Australian Laboratories Pty.
Vista’s drilling discovered a larger Batman resource by probing deeper with diamond drilling averaging 550 meters in depth. While there are random high-grade intercepts outside of the core, the majority of higher-grade mineralization at Batman resides in the core zone of the deposit.
Vista’s drilling discovered a larger Batman Mineral Resource by probing deeper with diamond drilling, which averaged approximately 550 m in depth. While there are random high-grade intercepts outside of the Batman core zone, most higher-grade mineralization at Batman resides within the core zone of the deposit.
Two 36 Table of Contents diamond drillholes were drilled at Quigleys. Despite determining that the gold potential of the reefs in the area was promising, AOM ceased work around Mt Todd. ​ The Arafura Mining Corporation, CRA Exploration, and Marriaz Pty Ltd all explored the Mt Todd area at different times between 1975 and 1983.
Despite determining that the gold potential of the reefs in the area was promising, their work ceased around Mt Todd. ​ The Arafura Mining Corporation, CRA Exploration, and Marriaz Pty Ltd all explored the Mt Todd area at different times between 1975 and 1983.
(2) See “Item 1. Business – Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves” in this annual report on Form 10-K for additional information. (3) Cash costs per ounce is a non-U.S. GAAP financial measure; see Non-U.S.
(2) See “Item 1. Business – Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves” in this annual report on Form 10-K for additional information. (3) Capital efficiency, benefit to cost ratio, and AISC per ounce are non-U.S. GAAP financial measures; see Non-U.S.
Quigleys Deposit Drilling History Date Reference Holes (#) Percussion (m) Diamond (m) RC (m) 1975 Australian Ores and Minerals/Esso 2 — 200 — 1981 Arafura Mining Corp / CRA 14 — 676.5 — 1982-1987 Pacific Gold Mines NL (Small Scale Mining) 603 41,429 9710 4,013 1989 Pacific Gold Mines 9 501 202 — 2011 Vista 3 — 1,090 — 1988-2017 Quigleys Total 631 41,930 11,878 4,013 ​ Drilling Results ​ The results of drilling at the Batman Deposit and Quigleys Deposit were used to determine the gold mineral reserves and resources estimates for the Batman Deposit and Quigleys Deposit.
Quigleys Deposit Drilling History Date Reference Holes (#) Percussion (m) Diamond (m) Reverse Circulation (m) 1975 AOM/Esso 2 — 200 — 1981 Arafura Mining Corp / CRA 14 — 676 — 1982-1987 Pacific Gold Mines 603 41,429 9,710 4,013 1989 Pacific Gold Mines 9 501 202 — 2011 Vista 3 — 1,090 — Quigleys Total 631 41,930 11,878 4,013 ​ Drilling Results ​ The results of drilling at the Batman deposit and Quigleys deposit were used to estimate gold Mineral Resources and Mineral Reserves.
When orientation marks were insufficient an estimated orientation was indicated by a dashed line; ● geologic logging was then done by a member of the geologic staff. Assay intervals were selected at that time and a cut line marked on the core.
When orientation marks were insufficient, an estimation orientation was indicated by a dashed line. ● Lithology, mineralogy, alteration, and geotechnical logging was then done by a member of the Vista geology staff in the core logging facility. Assay intervals were selected at that time and a cut line was marked on the core.
Pegasus progressively increased their shareholding until they acquired full ownership of Zapopan in July 1995. ​ Historical preliminary studies (not S-K 1300 or NI 43-101 compliant) for the Phase I project, a heap leach operation which focused predominately on the oxide portion of the deposit, commenced during 1992 culminating in an engineering, procurement, construction management (“EPCM”) award to Minproc Engineers Pty.
Pegasus progressively increased their shareholding until they acquired full ownership of Zapopan in July 1995. Feasibility studies (not NI 43-101 or S-K 1300 compliant) for Phase I, a heap leach operation which focused predominately on the oxide portion of the deposit, commenced during 1992.
All of the estimated mineral reserves and resources are located within the boundaries of the MLs and substantially all of the estimated mineral reserves and resources at Mt Todd are located in the Batman deposit. ​ The Batman and Quigleys deposits are located within the MLs.
All estimated Mineral Resources and Mineral Reserves are located within the boundaries of the MLs, with the majority of estimated Mineral Resources and Mineral Reserves contained in the Batman deposit. ​ The Batman and Quigleys deposits are located within the MLs.
Should a deposit be discovered on the ELs, that portion of the related EL would have to be converted to an ML before mining operations could start. 33 Table of Contents ​ Mt Todd Land Holdings of Vista Gold Australia ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Holding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Requirements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent & ​ Annual Work ​ Annual ​ ​ ​ Surface ​ Location ​ ​ ​ ​ ​ Admin Fees ​ Requirement ​ Expenditure/ ​ ​ ​ Area ​ Description ​ Location Date/ ​ ​ ​ (thousands ​ (thousands ​ Technical ​ Mineral Licenses (Km 2 ) (UTM) Grant Date Renewal Date of A$) of A$) Reports Due ​ MLN 1070 ​ 39.8 ​ Mining License Block ​ March 5, 1993 ​ March 4, 2043 ​ 100 (due March 4) ​ N/A ​ May 4 ​ MLN 1071 ​ 13.3 ​ centered at ​ March 5, 1993 ​ March 4, 2043 ​ 34 (due March 4) ​ N/A ​ May 4 ​ MLN 1127 ​ 0.8 ​ approximately ​ March 5, 1993 ​ March 4, 2043 ​ 2 (due March 4) ​ N/A ​ May 4 ​ MLN 31525 ​ 1.6 ​ 188555E, 8435665N ​ September 4, 2017 ​ September 3, 2042 ​ 4 (due September 3) ​ N/A ​ May 4 ​ Subtotal ​ 55.4 ​ ​ ​ ​ ​ ​ ​ 140 ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Holding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Requirements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent & ​ Annual Work ​ Annual ​ ​ ​ Surface ​ Location ​ ​ ​ ​ ​ Admin Fees ​ Requirement ​ Expenditure/ ​ ​ ​ Area ​ Description ​ Location Date/ ​ ​ ​ (thousands ​ (thousands ​ Technical ​ Exploration Licenses (Km 2 ) (UTM) Grant Date Renewal Date of A$) of A$) Reports Due ​ EL29882 ​ 555.5 ​ Centered at approximately 189100E, 8452000N ​ September 16, 2013 ​ September 15, 2025 ​ 45 (due September 15) ​ 107 ​ May 14 ​ EL29886 ​ 594.6 ​ Centered at approximately 200300E, 8452000N ​ September 16, 2013 ​ September 15, 2025 ​ 50 (due September 15) ​ 137 ​ May 14 ​ EL30898 ​ 186.7 ​ Centered at approximately 176100E, 8428700N ​ May 3, 2016 ​ May 2, 2026 ​ 15 (due May 2) ​ 15 ​ May 14 ​ EL32004 ​ 95.3 ​ Centered at approximately 164000E, 8430550N ​ November 21, 2019 ​ November 20, 2025 ​ 8 (due November 20) ​ 5 ​ May 14 ​ ELA32005 ​ 149.2 ​ Centered at approximately 160180E, 8445150N ​ Under application ​ Under application ​ Under application ​ Under application ​ Under application ​ Subtotal ​ 1,581.3 ​ ​ ​ ​ ​ ​ ​ 118 ​ 264 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Totals A$ ​ ​ ​ ​ ​ ​ ​ ​ ​ 258 ​ 264 ​ ​ ​ Totals US$ (exchange rate of A$1.00 = $0.62 on December 31, 2024) ​ ​ ​ 160 ​ 164 ​ ​ ​ ​ The surface land in the area of the contiguous MLs and ELs (excluding EL 32004) is freehold land owned by the Jawoyn Association.
Should a deposit be discovered on the ELs, that portion of the related EL would need to be converted to an ML before mining operations could start. ​ 33 Table of Contents Mt Todd Tenements of Vista Gold Australia ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Holding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Requirements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent & ​ Annual Work ​ Annual ​ ​ ​ Surface ​ Location ​ ​ ​ ​ ​ Admin Fees ​ Requirement ​ Expenditure/ ​ ​ ​ Area ​ Description ​ Location Date/ ​ ​ ​ (thousands ​ (thousands ​ Technical ​ Mineral Leases ​ ​ ​ (Km 2 ) ​ ​ ​ (UTM) ​ ​ ​ Grant Date ​ ​ ​ Renewal Date ​ ​ ​ of A$) ​ ​ ​ of A$) ​ ​ ​ Reports Due ​ MLN 1070 ​ 39.8 ​ Mining License Block ​ March 5, 1993 ​ March 4, 2043 ​ 104 (due March 4) ​ N/A ​ May 4 ​ MLN 1071 ​ 13.3 ​ centered at ​ March 5, 1993 ​ March 4, 2043 ​ 35 (due March 4) ​ N/A ​ May 4 ​ MLN 1127 ​ 0.8 ​ approximately ​ March 5, 1993 ​ March 4, 2043 ​ 2 (due March 4) ​ N/A ​ May 4 ​ MLN 31525 ​ 1.6 ​ 188555E, 8435665N ​ September 4, 2017 ​ September 3, 2042 ​ 4 (due September 3) ​ N/A ​ May 4 ​ Subtotal ​ 55.4 ​ ​ ​ ​ ​ ​ ​ 145 ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Holding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Requirements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent & ​ Annual Work ​ Annual ​ ​ ​ Surface ​ Location ​ ​ ​ ​ ​ Admin Fees ​ Requirement ​ Expenditure/ ​ ​ ​ Area ​ Description ​ Location Date/ ​ ​ ​ (thousands ​ (thousands ​ Technical ​ Exploration Licenses ​ ​ ​ (Km 2 ) ​ ​ ​ (UTM) ​ ​ ​ Grant Date ​ ​ ​ Renewal Date ​ ​ ​ of A$) ​ ​ ​ of A$) ​ ​ ​ Reports Due ​ EL29882 ​ 555.5 ​ Centered at approximately 189100E, 8452000N ​ September 16, 2013 ​ September 15, 2027 ​ 46 (due September 15) ​ 177 ​ May 14 ​ EL29886 ​ 594.6 ​ Centered at approximately 200300E, 8452000N ​ September 16, 2013 ​ September 15, 2027 ​ 52 (due September 15) ​ 59 ​ May 14 ​ EL30898 ​ 186.7 ​ Centered at approximately 176100E, 8428700N ​ May 3, 2016 ​ May 2, 2026 ​ 15 (due May 2) ​ 6 ​ May 14 ​ Subtotal ​ 1,336.8 ​ ​ ​ ​ ​ ​ ​ 113 ​ 242 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Totals A$ ​ ​ ​ ​ ​ ​ ​ ​ ​ 258 ​ 242 ​ ​ ​ ​ The surface land of the contiguous MLs and ELs is freehold land owned by the Jawoyn Association.
Most of the equipment was sold in June 2001 and removed from the mine. ​ In March 2006, Vista acquired the concession rights from the Deed Administrators and surface access rights from the Jawoyn Association and entered into a contract with the NT Government. ​ Exploration Licenses ​ Since acquiring the Mt Todd ELs, Vista has conducted an ongoing exploration program that includes prospecting, geologic mapping, rock and soil sampling, geophysical surveys and exploration drilling.
Most of the equipment was sold in June 2001 and removed from the mine. ​ In March 2006, Vista acquired the MLs from the Deed Administrators and surface access rights from the Jawoyn Association and entered into a contract with the NT Government. ​ Exploration Licenses ​ Since acquiring the Mt Todd ELs, Vista has conducted exploration programs that included prospecting, geologic mapping, rock and soil sampling, geophysical surveys and exploration drilling. ​ The exploration effort initially focused on follow up work on targets developed by Pegasus during their tenure on the property.
Recorded production from numerous shallow shafts is 163 tonnes of tungsten, 130 kg of molybdenite and a small quantity of bismuth. ​ Exploration for uranium began in the 1950s.
Recorded production from numerous shallow shafts is 163 tonnes of tungsten, 130 kg of molybdenite and a small quantity of bismuth. Exploration for uranium began in the 1950s. Small uranium prospects were discovered in sheared or greisenized portions of the Cullen Batholith in the vicinity of the Edith River.
Both of these facilities were considered to be limited access areas and kept secured when work was not in progress. ​ The diamond drill core was boxed and stacked at the rig by the drill crews. Core was then picked up daily by members of the core handling crew and transported directly to the core logging shed.
Both of these facilities are considered to be limited access areas and kept secured when work is not in progress. ​ The diamond drill core was boxed and stacked at the rig by the drill crews.
In late 1981, CRA Exploration conducted grid surveys, geological mapping and a 14 diamond drillhole program, with an aggregate meterage of 676.5 meters, to test the gold content of Quigleys Reef over a strike length of 800 meters.
In late 1981, CRA Exploration’s program included a 14-diamond drill hole program to test the gold content of Quigleys reef over a strike length of 800 m, with an aggregate meterage of 676.5 m.
Processing of the core included photographing, geotechnical and geologic logging, and marking the core for sampling. The nominal sample interval was one meter to a maximum of 1.2 meters. When this process was completed, the core was moved into the core cutting/storage area where it was laid out for cutting and sampling.
Core was transported directly into the logging shed by Vista staff. ​ Processing of the core included photographing, geotechnical and geologic logging, and marking the core for sampling. The nominal sample intervals were one meter. When this process was complete, the core was moved into the core cutting/storage area where it was laid out for sampling.
Most deposits were worked in the period from 1902 to 1914. A total of 7.80 tonnes of tin concentrate was obtained from cassiterite-bearing quartz-kaolin lodes at the Morris and Shamrock mines. The Jones Brothers reef was the most extensively mined gold-bearing quartz vein, with a recorded production of 28.45 kg Au.
Gold and tin were discovered in the Mt Todd area in 1889. Most deposits were worked during the period from 1902 to 1914. A total of 7.80 tonnes of tin concentrate was obtained from cassiterite-bearing quartz-kaolin lodes at the Morris and Shamrock mines.
One in every 20 pulp or reject was sent from ALS in Alice Springs to NAL, Vista was notified by email which samples were sent to NAL. For the 2011-2012 drilling campaign samples for assay were sent to NAL lab in Pine Creek, NT. Check assays on one in every 20 pulps or rejects were completed by NT Environmental Laboratories.
After preparation, samples were then forwarded on to ALS in Malaga, Western Australia for assay analyses. One in every 20 pulps or rejects was sent from ALS in Alice Springs to NAL, and Vista was notified by email which samples were sent. ​ For the 2011-2025 drilling campaign, samples for assay were sent to NAL in Pine Creek, NT.
(“Vista Gold Australia”). ​ Technical Report Summary ​ The Mt Todd FS is the technical report summary, prepared pursuant to S-K 1300, is attached as an exhibit to this Annual Report on Form 10-K 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. ​ A companion feasibility study for Canadian purposes, pursuant to 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.
(“Vista Gold Australia”). ​ Technical Report Summary ​ The Mt Todd FS is the technical report summary, prepared pursuant to S-K 1300, is attached as an exhibit to this Annual Report on Form 10-K and is entitled “ S-K 1300 Technical Report Summary – Mt Todd Gold Project – 15 ktpd Feasibility Study – Northern Territory, Australia ” with an effective date of July 29, 2025 and a filing date of September 11, 2025 in accordance with S-K 1300 and filed on EDGAR at www.sec.gov on September 11, 2025. ​ A companion technical report for Canadian purposes, pursuant to NI 43-101, was filed on SEDAR+ at www.sedarplus.ca on September 11, 2025 and is entitled “NI 43-101 Technical Report – Mt Todd Gold Project – 15 ktpd Feasibility Study – Northern Territory, Australia”, with an effective date of July 29, 2025.
The standards specify a recipe and set of quality control steps that the laboratory should follow including how the sample should be coded to obscure its relationship to the drilling geometry; how the received sample should be prepared; what analytical steps need be taken, given the required detection level and material analyzed, what instruments should be employed, what internal quality controls should be done such as: periodic assaying of duplicate samples, the insertion of certified calibration samples; utilizing blanks; and including a required number of randomized samples. ​ Mt Todd as a gold project requires assays to be done with the industry standard of fire assay.
The standards specify sample preparation procedures, analytical methods and set of quality control steps that the laboratory should follow, including: ● How the sample should be coded to obscure its relationship to the drilling geometry. ● How the received sample should be prepared. ● The analytical steps to be taken. ● Given the required detection level and material analyzed, what instruments should be employed. ● Internal quality controls should be done such as: periodic assaying of duplicate samples, the insertion of certified calibration samples; utilizing blanks; and including a required number of randomized samples. ​ Regarding data verification, this section summarizes the extensive verification efforts undertaken from 2007 to 2024, highlighting the methodologies employed to validate both historical and recent assay results.
MLN 792 Eleanor Rd Pine Creek, NT 0847 Assay analyses and Alternative assay analyses NAL ISO 17025 Certified NT Environmental Laboratories (Intertek Group) 3407 Export Dr Berrimah, NT 0828 Check Analyses NTEL ISO 17025 ​ Vista is completely independent of each of the above listed analytical testing entities, other than the engagement of said entities as a service provider. ​ Each of the laboratories listed follow their own quality controls based on international standards.
(NAL) MLN 792 Eleanor Rd Pine Creek, NT 0847 Alternative assay analyses NAL ISO 17025 Certified NT Environmental Laboratories (Intertek Group) 3407 Export Dr Berrimah, NT 0828 Check Analyses NTEL ISO 17025 Certified ​ Vista is independent of each of the above listed analytical testing entities, other than the engagement of said entities as a service provider. ​ Prior to the 2011 drilling campaign, the majority of samples were transported first to ALS in Alice Springs, NT for sample preparation.
Ltd. in November of that year. The Phase I project was predicated upon a 4 million tpa heap leach plant, which came on stream in late 1993.
The Phase I project was predicated upon a 4 million tonne per annum (“Mtpa”) heap leach pad, which came on stream in late 1993.
Vista plans to recover gold in a conventional CIP recovery circuit. ​ Mineral Processing ​ The flowsheet consists of open-circuit primary crushing, closed-circuit secondary crushing, closed-circuit tertiary crushing using HPGR crushers, ore sorting, two-stage grinding, cyclone classification, pre-leach thickening, leach and adsorption, elution electrowinning and smelting, carbon regeneration, tailings detoxification and disposal to conventional tailings storage facility. 46 Table of Contents ​ The flowsheet for the Project is illustrated below. ​ ​ Metallurgical Testing ​ Our metallurgical test work programs have confirmed: (1) ore hardness of the Batman deposit is consistent throughout the deposit and does not change at depth; (2) the selection of HPGR crusher technology as part of the comminution circuit; (3) the selection of ore sorting technology to eliminate low-grade material after crushing and prior to grinding; (4) estimated gold recovery rates based on optimized grind size and leach conditions; and (5) the processing of material from the historical heap leach pad at the end of the proposed life of mine. ​ The test work results collated from the 2011 and 2012 testing campaigns and additional metallurgical and process test work conducted in 2016, 2017, 2018, and 2019, together with the process design criteria, were used to develop the process flow sheet and mass balance. ​ Ore Hardness ​ Bond ball mill work indices (“BWi”) were determined at a grind size of P80 of 100 mesh for the various products, namely HPGR crusher, ore-sorting, composite samples and waste material. ​ The test results indicate the following: ● The BWi for the ore sorter feed (plus 5/8” screened HPGR crusher product) was higher than the composite samples prepared from the minus 5/8” screened HPGR crusher product.
The only significant change to the process flowsheet between the 2024 FS and the Mt Todd FS was the exclusion of laser sorting. ​ Our metallurgical testing programs have confirmed: (1) ore hardness of the Batman deposit is consistent throughout the deposit; (2) the selection of HPGR crusher technology as part of the comminution circuit; (3) the selection of ore sorting (XRT) technology to eliminate waste material after crushing and prior to grinding; (4) estimated gold recovery rates based on optimized grind size and leach conditions; and (5) the processing of material from the historical heap leach pad at the end of the proposed life of mine. ​ 45 Table of Contents The test work results collated from the 2011 and 2012 testing campaigns and additional metallurgical and process test work conducted in 2016, 2017, 2018, and 2019, together with the process design criteria, were used to develop the process flow sheet and mass balance. ​ Ore Hardness ​ Bond ball mill work indices (“BWi”) were determined at a grind size of P 80 of 100 mesh for the various products, namely HPGR crusher, ore-sorting, composite samples and waste material.
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 Whittle TM pit shell.
The Point of Reference for the Heap Leach Pad Mineral Resources estimates is the physical Heap Leach Pad at the property. ● Batman and Quigleys Mineral Resources are constrained within a $1,950/oz gold pit shell.
The Mt Todd FS is available for review at www.sec.gov and under our profile at www.sedarplus.com.
The Mt Todd FS is available for review at www.sec.gov and under our SEDAR+ profile at www.sedarplus.com. The Mt Todd FS is not incorporated by reference into this annual report on Form 10-K.
Todd is in the development stage. ​ The tables below show the resource classification criteria and variogram parameters for the Batman resource model. 32 Table of Contents ​ Property Holdings In 2006, through an agreement with Pegasus Gold Australia Pty. Ltd. (“Pegasus”), the NT Government, and the Jawoyn Association, we acquired the concession rights and access to Mt Todd.
Risk Factors.” Property Holdings In 2006, through an agreement with Pegasus Gold Australia Pty. Ltd. (“Pegasus”), the NT Government, and the Jawoyn Association, we acquired the concession rights and access to Mt Todd.
The topography is relatively flat. The tenements encompass a variety of habitats forming part of the northern Savannah woodland region, which is characterized by eucalypt woodland with tropical grass understories.
The area receives most of its rainfall between the months of December and March. Temperatures are moderate, allowing for year-round mining operations. The topography is relatively flat. The tenements encompass a variety of habitats forming part of the northern Savannah woodland region, which is characterized by eucalypt woodland with tropical grass understories.
Surface elevations are approximately 130 to 160 meters above sea level in the area of the previous and planned mine plant site and waste rock dumps. ​ ​ 26 Table of Contents Project Stage ​ The Project is a development stage property with proven and probable mineral reserves. ​ Feasibility Study Results ​ The Mt Todd FS evaluates a 50,000 tpd project that optimizes payable gold, capital efficiency, operating costs and net present value (“NPV”). ​ The Mt Todd FS highlights include: ● estimated proven and probable mineral reserves of 6.98 million ounces of gold (280 million tonnes at 0.77 g Au/t) using a gold price of $1,500 per ounce for the reserves estimate and a cut-off grade of 0.35 g Au/t (1)(2) ; ● average annual production of 395,000 ounces of gold over a 16-year life of mine, including average annual production of 479,000 ounces of gold per year during the first seven years of operations following commissioning and ramp-up; ● life of mine average cash costs of $913 per ounce, including average cash costs of $845 per ounce during the first seven years of operations following commissioning and ramp-up (3) ; ● initial capital requirements of $1.03 billion which assume an owner-operated mining fleet, power generated on-site by a third-party, and a locally based employee workforce; and ● after-tax NPV 5% of $1.13 billion and IRR of 20.4% at a gold price of $1,800 per ounce and an AUD:USD exchange rate of 0.69. ​ (1) Note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 and CIM Definition Standards.
Surface elevations are approximately 130-160 meters above sea level in the area of the previous and planned site and waste rock dumps. ​ ​ Project Stage ​ The Project is a development stage property with proven and probable Mineral Reserves. ​ Feasibility Study Results ​ The Mt Todd FS evaluates a 15 ktpd project that optimizes payable gold, capital efficiency, operating costs, and net present value (“NPV”) at this scale. ​ The Mt Todd FS highlights include: 26 Table of Contents ● Estimated Proven and Probable Mineral Reserves of 5.2 million ounces of gold (172 million tonnes at 0.94 g Au/t) using a gold price of $1,800 per ounce for the Mineral Reserves estimate and a cut-off grade of 0.50 g Au/t (1)(2) ; ● Initial capital of $425 million, a 59% reduction from the Company’s feasibility study issued in 2024 for a 50 ktpd case; • Capital Efficiency of $93 per ounce (initial capital : total ounces of gold produced) (3) • Benefit to Cost Ratio of 2.5 (NPV 5% : initial capital) (3) ; ● Average ore grade of 1.04 grams gold per tonne (“g Au/t”) over the first 15 years of operations and 0.97 g Au/t over a 30-year life of mine; ● Average annual gold production of 153,000 ounces during years 1-15 and 146,000 over the life of mine; ● All-in Sustaining Cost (“AISC”) of $1,449 per oz years 1-15 and $1,499 per oz years the life of mine (3) ; and ● After-tax NPV 5% of $1.1 billion and IRR of 27.8% at a gold price of $2,500. ​ (1) Note to investors: Proven and Probable Mineral Reserves are estimated in accordance with S-K 1300 and CIM Definition Standards.
Batman Deposit Drilling History Date Reference Holes (#) Percussion (m) Diamond (m) RC (m) 1988 Truelove 17 1,475 — — 1989 Kenny, Wegmann, Fuccenecco 133 6,263 8,562 3,065 1990 Wegmann, Fuccenecco, Gibbs 122 — 5,060 8,072 1991 Billiton 149 501 202 3,090 1992 Zapopan 18 — 1,375 1,320 1993 Zapopan 16 — — 2,814 1994-1997 Pegasus Gold 170 — — 22,534 1998-2000 General Gold Resources 105 — 7,436 26,365 2007 Vista 25 — 9,883 — 2008 Vista 16 — 8,938 — 2010 Vista 12 — 6,864 — 2011 Vista 7 — 4,480 — 2012 Vista 27 — 17,439 — 2015 Vista 5 — 3,185 — 2016-2017 Vista 4 — 1,635 — 1988-2017 Batman Total 826 8,239 75,059 67,260 ​ Vista Drilling 2012 – 2017 ​ Between the fourth quarter of 2012 and the end of the first quarter of 2017, the Vista exploration program at the Batman Deposit consisted of 22 diamond core drillholes containing 12,530 meters that targeted both infill definitional drilling and step-out drilling. ​ The majority of drilling was angled so as to be approximately perpendicular to the mineralized core.
Batman Deposit Drilling History Date Reference Holes (#) Percussion (m) Diamond (m) Reverse Circulation (m) 1988 Truelove 17 1,475 — — 1989 Kenny, Wegmann, Fuccenecco 133 6,263 8,562 3,065 1990 Wegmann, Fuccenecco, Gibbs 122 — 5,060 8,072 1991 Billiton 149 501 202 3,090 1992 Zapopan 18 — 1,375 1,320 1993 Zapopan 16 — — 2,814 1994-1997 Pegasus 170 — — 22,534 1998-2000 General Gold 105 — 7,436 26,365 2007 Vista 25 — 9,883 — 2008 Vista 16 — 8,938 — 2010 Vista 12 — 6,864 — 2011 Vista 15 — 7,063 — 2012 Vista 27 — 17,439 — 2015 Vista 5 — 3,185 — 2020-2022 Vista 26 — 8,887 — 2024 Vista 34 — 6,776 — Batman Total 890 8,239 91,670 67,260 39 Table of Contents ​ A large percentage of the historical drilling was by reverse circulation drilling of less than 100 m in depth.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-U.S. GAAP Financial Measures for additional disclosure. (5) All-in Sustaining Costs (“AISC”) per ounce is a non-U.S. GAAP financial measure; see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-U.S.
(2) Capital efficiency is a non-U.S. GAAP financial measure; see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-U.S.
A sample transmittal form was prepared and included with each shipment and a copy was filed in the geology office on site. 45 Table of Contents ​ When the shipment left site, sample transmittals were prepared and e-mailed to NAL.
The NAL laboratory is located in the town of Pine Creek, approximately 65 km distant by road from Mt Todd site. A sample transmittal form was prepared and included with each shipment and a copy is filed in the geologist office on site. ​ When a shipment leaves the site, sample transmittals were prepared and e-mailed to NAL.
During a review of Pegasus’ airborne geophysical survey data, five distinct magnetic highs were observed located within sedimentary rocks that should have a low magnetic signature. These features are similar to those at Batman, which, as a result of the included pyrrhotite, exhibits a strong magnetic high.
These included the RKD target, Golden Eye, and Silver Spray, among others. During a review of Pegasus’ airborne geophysical survey data, five distinct magnetic highs were observed located within sedimentary rocks that should have a low magnetic signature.
The remaining mineralization consists of sulfide mineralization lying below and along strike of the existing open pit, and in hanging wall structures parallel to the main zone in the existing open pit. ​ Historical heap leach production is shown in the table below: ​ ​ ​ Category Historical Heap Leach Production Reported Tonnes Leached (million) 13.2 Head Grade (g Au/t) 0.96 Recovery (%) 53.8 Gold Recovered (oz) 220,755 Cost/t (AUD) 8.33 Cost/oz (AUD) 500 NOTE: All tonnages and grades are historical production numbers that pre-date Vista’s ownership.
The treatment rate was subsequently expanded to a rate of 6 Mtpa on an annualized basis in late 1994. ​ Historical heap leach production is shown in the following table: ​ 37 Table of Contents ​ ​ Category Historical Heap Leach Production Reported Tonnes Leached (million) 13.2 Head Grade (g Au/t) 0.96 Recovery (%) 53.8 Gold Recovered (oz) 220,755 Cost/t (A$) 8.33 Cost/oz (A$) 500 NOTE: All tonnages, grades, recovery figures, and costs are historical production numbers that predate Vista’s ownership.
This reef consists of a steeply dipping ferruginous quartz lode within tightly folded greywackes. ​ The Yinberrie Wolfram field, discovered in 1913, is located 5 kilometers west of Mt Todd. Tungsten, molybdenum and bismuth mineralization was discovered in greisenized aplite dykes and quartz veins in a small stock of the Cullen Batholith.
The Jones Brothers reef was the most extensively mined gold-bearing quartz vein, with a recorded gold production of 28.45 kilograms (“kg”). ​ The Yinberrie Wolfram field, discovered in 1913, is located 5 km west of Mt Todd. Tungsten, molybdenum, and bismuth mineralization was discovered in greisenized aplite dykes and quartz veins in a small stock of the Cullen Batholith.
In most cases, existing designs and management plans will be submitted for review and subsequent approval as a Mining License. ​ Environmental, Social and Community Factors ​ A number of environmental studies have been conducted at Mt Todd in support of the EIS and as required for environmental and operational permits.
We also hold permits to interfere with a waterway and a water extraction license. ​ Environmental, Social and Community Factors ​ A number of environmental studies have been conducted at Mt Todd in support of the EIS and as required for environmental and operational permits.
Small uranium prospects were discovered in sheared or greisenized portions of the Cullen Batholith in the vicinity of the Edith River. ​ Australian Ores and Minerals Limited (“AOM”) in a joint venture with Wandaroo Mining Corporation and Esso Standard Oil took out a number of mining leases in the Mt Todd area during 1975.
The area was explored previously by Esso for uranium without any economic success. ​ Australian Ores and Minerals Limited (“AOM”) in joint venture with Wandaroo Mining Corporation and Esso took out a number of mining leases in the Mt Todd area during 1975.
GAAP Financial Measures for additional disclosure. ​ Key statistics of the Mt Todd FS are presented in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years 1-7 (1) ​ Life of Mine (16 years) (2) Average Plant Feed Grade (g Au/t) (3) ​ ​ 1.01 ​ ​ ​ 0.84 ​ ​ Average Annual Gold Production (kozs) ​ 479 ​ ​ 395 ​ ​ Payable Gold Total (kozs) ​ 3,353 ​ ​ 6,313 ​ ​ Average Recovery (%) ​ ​ 92.2 % ​ ​ 91.6 % ​ Cash Costs ($/oz) (4) ​ $ 845 ​ ​ $ 913 ​ ​ AISC ($/oz) (5) ​ $ 961 ​ ​ $ 1,034 ​ ​ Strip Ratio (waste:ore) ​ 2.77 ​ ​ 2.51 ​ ​ Initial Capital ($ billions) ​ ​ ​ ​ ​ $ 1.03 ​ ​ After-tax NPV 5% ($ billions) ​ ​ ​ ​ ​ $ 1.13 ​ ​ After-tax IRR ​ ​ ​ ​ ​ ​ 20.4 % ​ After-tax Payback (years) ​ ​ ​ ​ ​ ​ 4 ​ ​ ​ Note: Table economics presented using $1,800/oz gold and an AUD:USD exchange rate of 0.69.
GAAP Financial Measures for additional disclosure. ​ Key statistics of the Mt Todd FS are presented in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years 1-15 ​ Life of Mine (1) Average Plant Feed Grade (g Au/t) ​ ​ 1.04 ​ ​ ​ 0.97 ​ ​ Average Annual Gold Production (koz) ​ 153 ​ ​ 146 ​ ​ Gold Production (koz) ​ 2,298 ​ ​ 4,387 (2) ​ ​ Average Recovery (%) ​ ​ 88.6 % ​ ​ 88.5 % ​ Cash Costs ($/oz) (3) ​ $ 1,399 ​ ​ $ 1,413 ​ ​ AISC ($/oz) (3) ​ $ 1,449 ​ ​ $ 1,499 ​ ​ Strip Ratio (waste:ore) ​ 4.15 ​ ​ 3.98 ​ ​ Initial Capital ($ millions) ​ ​ ​ ​ ​ $ 425 ​ ​ After-tax NPV 5% ($ millions) ​ ​ ​ ​ ​ $ 1,060 ​ ​ After-tax IRR ​ ​ ​ ​ ​ ​ 27.8 % ​ After-tax Payback (years) ​ ​ ​ ​ ​ ​ 2.7 ​ ​ ​ Note: Table economics presented using a gold price of $2,500/oz.
The lithological units impact the orientation and intensity of mineralization. Sulfide minerals associated with the gold mineralization are pyrite, pyrrhotite and lesser amounts of chalcopyrite, bismuthinite and arsenopyrite. Galena and sphalerite are also present, but appear to be post-gold mineralization, and are related to calcite veining in the bedding plains and the east-west trending faults and joints.
Galena and sphalerite are also present, but appear to be post-gold mineralization, and are related to calcite veining in the bedding plains and the east-west trending faults and joints. Two main styles of mineralization have been identified in the Batman deposit.
Subsequent negotiations between the joint venture partners Shell Company of Australia (“Billiton”), Zapopan NL (“Zapopan”) and Pacific resulted in the acquisition of this ground and incorporation into the joint venture. ​ Billiton, who was the managing partner in an exploration program in the joint venture with Zapopan, discovered the Mt Todd mineralization, or more specifically the Batman deposit, in May 1988.
Ltd (“Billiton”) and Zapopan) and Pacific Gold Mines resulted in the acquisition of this ground and incorporation into the joint venture. ​ Billiton, who was the managing partner in an exploration program in joint venture with Zapopan, discovered the Batman deposit in May 1988. Zapopan acquired Billiton’s interest in 1992 by way of placement of shares to Pegasus.
The Burrell Creek Formation is overlain by interbedded greywackes, mudstones, tuffs, minor conglomerates, mafic to intermediate volcanics and banded ironstone of the Tollis Formation. The Burrell Creek Formation and Tollis Formation comprise the Finniss River Group. The Finniss River Group strata have been folded about northerly trending F1 fold axes.
The sedimentary sequence incorporates slump structures, flute casts and graded beds, as well as occasional 35 Table of Contents crossbedding. The Burrell Creek Formation is overlain by interbedded greywackes, mudstones, tuffs, minor conglomerates, mafic to intermediate volcanics and banded ironstone of the Tollis Formation. The Burrell Creek Formation and Tollis Formation comprise the Finniss River Group.
Ore was transported to a carbon in pulp (“CIP”) plant owned by Pacific at Moline. This continued until December 1987. Pacific ceased operations in the area in February 1988 having produced approximately 86,000 tonnes grading 4 g Au/t (historical reported production, not S-K 1300 or NI 43-101 compliant).
Ore was carted to a carbon-in-pulp (“CIP”) plant owned by Pacific Gold Mines at Moline. Pacific Gold Mines ceased operations in the area in February 1988 having produced approximately 86,000 tonnes grading 4 g Au/t. Subsequent negotiations between the Mt Todd Joint Venture partners (Billiton Australia Gold Pty.
On a material mass basis, the combined XRT and laser sorting tests confirmed the Company’s expectation that it can reject approximately 10% of the run-of-mine feed as waste (test results range from 6.8% to 11.0%).
On a material mass basis, sorting tests confirmed that a single-stage XRT sorting circuit is expected to: ● reject approximately 8% of the run-of-mine feed as waste; and ● produce a gold loss from the rejected waste of approximately 1.7%.
The geophysical targets were prioritized following review of historical work in the area and site visits. To date, two of the geophysical targets, Golden Eye and Snowdrop, have been drilled and a third, Black Hill, has been covered by soil sampling. ​ The Wandie target has a different magnetic signature.
To date, two of the geophysical targets (Golden Eye and Snowdrop) have had some drilling and a third has been covered by soil sampling (Black Hill). The Wandie target has a different 38 Table of Contents magnetic signature, where field examination identified small-scale pits on an iron-rich outcropping.
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, 2024.
Notes: ● The Mineral Reserves point of reference is the point where material is fed into the processing plant. ● Batman deposit Mineral Reserves are reported using a 0.50 g Au/t cutoff grade and $1,800 per ounce gold price. 31 Table of Contents ● Colin McVie and Peter Lock of Mining Plus are the QP's responsible for the Statement of Mineral Reserves for Batman deposit Proven and Probable Mineral Reserves. ● Because all the Heap Leach Pad Mineral Reserves are to be fed through the processing plant, these Mineral Reserves are reported without a cutoff grade applied. ● Deepak Malhotra is the QP responsible for reporting the Heap-Leach Pad Mineral Reserves. ● The effective date of the Batman and Heap Leach Pad Mineral Reserves estimates is July 25, 2025. ● Differences in the table due to rounding are not considered material. ● The Mineral Reserves were estimated in accordance with S-K 1300 and NI 43-101. ● The effective date of the mineral reserve estimates under the requirements of S-K 1300 is December 31, 2025.
The veins are 1 to 100 millimeters in thickness with an average thickness of around 8 to 10 millimeters and occur in sheets with up to 20 veins per horizontal meter. These sheeted veins are the main source of gold mineralization in the Batman pit.
The veins are 1 millimeter (“mm”) to 100 mm in thickness, with an average thickness of around 8 mm to 10 mm. The veins consist of dominantly quartz with sulfides on the margins. The veining occurs in sheets with up to 20 veins per horizontal meter (“m”).
Following completion of assay results, all pulps and reject material were shipped back to the Project site and stored.
Following completion of assay results, all pulps and reject material was shipped back to the Project site and stored. ​ Vista has completed more than 60,000 m of core drilling in the Batman deposit, to verify the approximately 98,000 m of historical drilling.
The mineralized zones have been defined by wireframes which are used to constrain the higher grades for the resource estimation. The majority of drilling was angled so as to be approximately perpendicular to the mineralized core. This orientation more accurately transects the true thickness of the mineralization.
Most of the drilling has been angled to be approximately perpendicular to the mineralized core zone. This orientation more accurately transects the true thickness of the mineralization. While there are random high-grade intercepts outside of the core zone, most higher-grade mineralization resides within the defined zones.
The combined royalty (“Jawoyn Royalty”) range is now from 1.125% to 3.0% and is reflected in the table above. ​ 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., in relation to Mt Todd.
Based on a gold price of $2,500/oz and the AUD/USD foreign exchange rates used in for the Mt Todd FS economic analysis, the Jawoyn Royalty was assumed to be 3.0%. ​ In December 2023, Vista entered into a royalty agreement with Wheaton Precious Metals (Cayman) Co., an affiliate of Wheaton Precious Metals Corp., in relation to Mt Todd (the “Royalty Agreement”).
The Mt Todd FS is not incorporated by reference into this annual report on Form 10-K. ​ Certain capitalized terms in this section not otherwise defined herein have the meanings ascribed to them in the Mt Todd FS. ​ 25 Table of Contents Project Location and Access ​ Mt Todd is located 56 kilometers by road northwest of Katherine, NT, Australia, and approximately 290 kilometers by road southeast of Darwin, NT.
For a description of the key assumptions, parameters and methods used to estimate Mineral Resources and Mineral Reserves included in this Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the Mt Todd FS. 25 Table of Contents ​ Certain capitalized terms in this section not otherwise defined herein have the meanings ascribed to them in the Mt Todd FS. ​ Project Location, Access, Ownership and Climate ​ Mt Todd is located 56 kilometers (“km”) by road northwest of Katherine, NT, Australia, and approximately 290 km by road southeast of Darwin, NT.
All of this work was done under the supervision of a Vista geologist. ​ The following section describes the sample preparation, analyses and security undertaken by Vista through the Mt Todd FS resource update. ​ The diamond drilling program was conducted under the supervision of the geologic staff composed of the exploration manager, several experienced geologists, and a core handling/cutting crew.
Results to date support the thesis that the structure remains open at depth and along the strike to the northeast of the concession. ​ Sampling, Analysis and Data Verification ​ The following section describes the sample preparation, analyses and security undertaken by Vista through the Mt Todd FS Mineral Resource update. ​ The diamond drilling program was conducted under the supervision of Vista’s geology staff composed of a chief geologist, several experienced geologists, and a core handling/cutting crew. ​ Facilities for the core processing included an enclosed logging shed and a covered cutting and storage area that is fenced in.
The folds are closed to open style and have moderate westerly dipping axial planes with some sections being overturned. A later north-south compression event resulted in east-west trending open style upright D2 folds. The Finniss River Group has been regionally metamorphosed to lower green schist facies.
The Finniss River Group strata have been folded about northerly trending F1 fold axes, which are folds in bedding. The folds are closed to open style and have moderately westerly dipping axial planes with some sections being overturned.
The use of HPGR crushers is anticipated to (a) produce a product that can be ground more efficiently (lower BWi); and (b) reduce energy requirements when compared to a SAG Mill design. ​ Ore Sorting The bulk ore sorting tests comprised four, five-tonne composites; and one, one-tonne composite prepared from 3.75" drill core.
The use of HPGR crushers is anticipated to (a) produce a product that can be ground more efficiently (lower BWi); and (b) reduce energy requirements when compared to a SAG Mill design. ​ The crushing circuit design utilizing a primary gyratory crusher, secondary cone crusher and HPGR tertiary crushing is robust, proven technology to generate a grinding circuit feed F80 size of 3.25 mm. ​ Ore Sorting ​ The +16 mm composite fractions were sent to the Tomra-Outotec for ore sorting assessment.
Final capital costs to complete the project were AUD232 million (USD181 million). ​ Design throughput was never achieved due to inadequacies in the third and fourth stages of the crushing circuit. A throughput rate of just under 7 million tpa was achieved by mid-1997; however, problems with the flotation circuit which resulted in reduced recoveries necessitated closure of this circuit.
A throughput rate of just under 7 Mtpa was achieved by mid-1997; however, problems with the flotation circuit, which resulted in reduced recoveries, necessitated closure of this circuit. Subsequently, high reagent consumption because of cyanide soluble copper minerals further hindered efforts to reach design production. Operating costs were above those predicted in the feasibility study.
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, subject to adjustments in certain circumstances (the “Wheaton Royalty” and together with the Jawoyn Royalty, the “Royalties”). ​ The life of mine production schedule contemplates 280.4 million tonnes of ore containing an estimated 6.98 million ounces of gold at an average grade of 0.77 g Au/t to be processed over a 16-year life of mine.
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, subject to adjustments in certain circumstances (the “Wheaton Royalty”).
The feasibility study was conducted by a joint venture between Bateman Kinhill and Kilborne (“BKK”) and was completed in June 1995. ​ The Pegasus board approved the project on August 17, 1995 and awarded an EPCM contract to BKK in October 1995. Commissioning commenced in November 1996.
The Pegasus board approved the Phase II project on August 17, 1995, and awarded an EPCM contract to BKK in October 1995. Commissioning commenced in November 1996. The reported final capital cost to complete the project was A$232 million. Design capacity was never achieved due to inadequacies in the crushing circuit.
The MMP was approved in June 2021. In July 2024 all MMPs were changed to Deemed Mining Licenses with all of the rights and responsibilities previously conferred by the MMP. All companies have four years to convert the Deemed Mining License to a Mining License.
The MMP was approved in June 2021. As a result of changes in legislation by the NT Government, in July 2024 all MMPs were converted to DEMLs with the same rights and obligations in regard to the operating plans for Mt Todd previously conferred by the MMP.
While there are random high-grade intercepts outside of the core, the majority of higher-grade mineralization resides within the defined zones. In 2011, Vista explored the potential for a deeper deposit with three diamond drillholes, each over 350 meters in depth.
In 2011, Vista explored the potential for a deeper deposit with three diamond drill holes, each over 350 m in depth.
This authorization is the operating permit that sets out how the mine operating strategy will be implemented throughout the life of mine in compliance with the EIS and EPBC requirements. The remaining permitting processes are relatively straight-forward and are not expected to impede, to a material extent, our exploration and future development plans.
This authorization is the operating permit that sets out how the mine operating strategy will be implemented throughout the mine life in compliance with the associated approved EIS and Environmental Protection and Biodiversity Conservation Act 1999 (“EPBC”) requirements.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeDuring the fiscal year ended December 31, 2024, we had no properties in the United States and were not subject to regulation by the MSHA under the Mine Act and consequently no disclosure is required under Section 1503(a) of the Dodd-Frank Act. ​ PART I I ​
Biggest changeDuring the fiscal year ended December 31, 2025, we had no properties in the United States and were not subject to regulation by the MSHA under the Mine Act and consequently no disclosure is required under Section 1503(a) of the Dodd-Frank Act. ​ PART I I ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeEquity compensation under these plans has been granted to directors, officers, employees, and consultants of the Company, as applicable. ​ ​ ​ ​ ​ ​ ​ ​ Plan Category ​ Number of securities to be issued upon exercise/conversion of outstanding options and rights ​ Weighted-average exercise price of outstanding options and rights ​ Number of securities remaining available for future grants under equity compensation plans (excluding securities reflected in column (a)) ​ ​ (a) ​ (b) ​ (c) Equity compensation plans approved by securityholders ​ 4,478,673 ​ 0.01 ​ 7,876,528 Equity compensation plans not approved by securityholders ​ N/A ​ N/A ​ N/A Total ​ 4,478,673 ​ 0.01 ​ 7,876,528 ​ As of December 31, 2024, 2,767,673 restricted share units (“RSUs”) were outstanding under the LTIP, 1,661,000 deferred share units (“DSUs”) were outstanding under the DSU Plan, and 50,000 options were outstanding under the Stock Option Plan to acquire an aggregate of 4,478,673 Common Shares. ​ See Note 7 to our consolidated financial statements contained in “Part II.
Biggest changeEquity compensation under these plans has been granted to directors, officers, employees, and consultants of the Company, as applicable. ​ 49 Table of Contents ​ ​ ​ ​ ​ ​ ​ Plan Category ​ Number of securities to be issued upon exercise/conversion of outstanding options and rights ​ Weighted-average exercise price of outstanding options and rights ​ Number of securities remaining available for future grants under equity compensation plans (excluding securities reflected in column (a)) ​ ​ (a) ​ (b) ​ (c) Equity compensation plans approved by securityholders ​ 4,516,669 ​ 0.00 ​ 8,184,083 Equity compensation plans not approved by securityholders ​ N/A ​ N/A ​ N/A Total ​ 4,516,669 ​ 0.00 ​ 8,184,083 ​ As of December 31, 2025, 2,491,669 restricted share units (“RSUs”) were outstanding under the LTIP and 2,025,000 deferred share units (“DSUs”) were outstanding under the DSU Plan to acquire an aggregate of 4,516,669 Common Shares. ​ See Note 7 to our consolidated financial statements contained in “Part II.
Such members or holders should consult their own tax advisors in this regard. ​ Generally, a holder’s Common Shares will be considered to be capital property of the holder provided that the holder is not a trader or dealer in securities, did not acquire, hold or dispose of the Common Shares in one or more transactions considered to be an adventure or concern in the nature of trade and does not hold the Common Shares as inventory in the course of carrying on a business. ​ Generally, a holder’s Common Shares will not be “taxable Canadian property” of the holder at a particular time at which the Common Shares are listed on a “designated stock exchange” (which currently includes the TSX) unless both of the following conditions are met at any time during the 60-month period ending at the particular time: ​ (i) the holder, persons with whom the holder does not deal at arm’s length, or any partnership in which the holder or persons with whom the holder did not deal at arm’s length holds a membership interest directly or indirectly through one or more partnerships, alone or in any combination, owned 25% or more of the issued shares of any class of the capital stock of Vista; and (ii) more than 50% of the fair market value of the Common Shares was derived directly or indirectly from, or from any combination of, real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Canadian Tax Act), “timber resource properties” (as defined in the Canadian Tax Act), or options in respect of or interests in such properties. ​ In certain other circumstances, a Common Share may be deemed to be “taxable Canadian property” for purposes of the Canadian Tax Act. ​ This summary is based on the current provisions of the Canadian Tax Act and the Convention in effect on the date hereof, all specific proposals to amend the Canadian Tax Act and Convention publicly announced by or on behalf of the Minister of Finance (Canada) on or before the date hereof, and the current published administrative and assessing policies of the CRA.
Such members or holders should consult their own tax advisors in this regard. ​ 50 Table of Contents Generally, a holder’s Common Shares will be considered to be capital property of the holder provided that the holder is not a trader or dealer in securities, did not acquire, hold or dispose of the Common Shares in one or more transactions considered to be an adventure or concern in the nature of trade and does not hold the Common Shares as inventory in the course of carrying on a business. ​ Generally, a holder’s Common Shares will not be “taxable Canadian property” of the holder at a particular time at which the Common Shares are listed on a “designated stock exchange” (which currently includes the TSX) unless both of the following conditions are met at any time during the 60-month period ending at the particular time: ​ (i) the holder, persons with whom the holder does not deal at arm’s length, or any partnership in which the holder or persons with whom the holder did not deal at arm’s length holds a membership interest directly or indirectly through one or more partnerships, alone or in any combination, owned 25% or more of the issued shares of any class of the capital stock of Vista; and (ii) more than 50% of the fair market value of the Common Shares was derived directly or indirectly from, or from any combination of, real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Canadian Tax Act), “timber resource properties” (as defined in the Canadian Tax Act), or options in respect of or interests in such properties. ​ In certain other circumstances, a Common Share may be deemed to be “taxable Canadian property” for purposes of the Canadian Tax Act. ​ This summary is based on the current provisions of the Canadian Tax Act and the Convention in effect on the date hereof, all specific proposals to amend the Canadian Tax Act and Convention publicly announced by or on behalf of the Minister of Finance (Canada) on or before the date hereof, and the current published administrative and assessing policies of the CRA.
Residents ​ The following summarizes certain Canadian federal income tax consequences generally applicable under the Income Tax Act (Canada) and the regulations enacted thereunder (collectively, the “Canadian Tax Act”) and the Canada-United States Income Tax Convention (1980) (the “Convention”) to the holding and disposition of Common Shares. ​ Comment is restricted to holders of Common Shares each of whom, at all material times for the purposes of the Canadian Tax Act and the Convention: ​ 51 Table of Contents (i) is resident solely in the United States; (ii) is entitled to the benefits of the Convention; (iii) holds all Common Shares as capital property; (iv) holds no Common Shares that are “taxable Canadian property” (as defined in the Canadian Tax Act) of the holder; (v) deals at arm’s length with and is not affiliated with Vista; (vi) does not and is not deemed to use or hold any Common Shares in a business carried on in Canada; and (vii) is not an insurer that carries on business in Canada and elsewhere; ​ (each such holder, a “U.S.
Residents ​ The following summarizes certain Canadian federal income tax consequences generally applicable under the Income Tax Act (Canada) and the regulations enacted thereunder (collectively, the “Canadian Tax Act”) and the Canada-United States Income Tax Convention (1980) (the “Convention”) to the holding and disposition of Common Shares. ​ Comment is restricted to holders of Common Shares each of whom, at all material times for the purposes of the Canadian Tax Act and the Convention: ​ (i) is resident solely in the United States; (ii) is entitled to the benefits of the Convention; (iii) holds all Common Shares as capital property; (iv) holds no Common Shares that are “taxable Canadian property” (as defined in the Canadian Tax Act) of the holder; (v) deals at arm’s length with and is not affiliated with Vista; (vi) does not and is not deemed to use or hold any Common Shares in a business carried on in Canada; and (vii) is not an insurer that carries on business in Canada and elsewhere; ​ (each such holder, a “U.S.
The declaration and payment of future dividends, if any, will be determined by our Board of Directors and will depend on our earnings, financial condition, conditions that may be imposed by future potential financing arrangements, future cash requirements and other relevant factors. ​ Securities Authorized for Issuance under Equity Compensation Plans ​ The following table sets out information relating to the Company’s equity compensation plans as of December 31, 2024.
The declaration and payment of future dividends, if any, will be determined by our Board of Directors and will depend on our earnings, financial condition, conditions that may be imposed by future potential financing arrangements, future cash requirements and other relevant factors. ​ Securities Authorized for Issuance under Equity Compensation Plans ​ The following table sets out information relating to the Company’s equity compensation plans as of December 31, 2025.
See the section “Item 1A. – Risk Factors – The Company is possibly a “passive foreign investment company,” which would likely have adverse U.S. federal income tax consequences for U.S. shareholders” above. ​ Unregistered Sales of Equity Securities ​ None. ​ Repurchase of Securities ​ During 2024, neither Vista nor any affiliate of Vista repurchased Common Shares of Vista registered under Section 12 of the Exchange Act. ​ NYSE American Corporate Governance ​ Section 110 of the NYSE American Company Guide permits the NYSE American to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE American listing criteria, and to grant exemptions from NYSE American listing criteria based on these considerations.
See the section “Item 1A. – Risk Factors – The Company is possibly a “passive foreign investment company,” which would likely have adverse U.S. federal income tax consequences for U.S. shareholders” above. 51 Table of Contents ​ Unregistered Sales of Equity Securities ​ None. ​ Repurchase of Securities ​ During 2025, neither Vista nor any affiliate of Vista repurchased Common Shares of Vista registered under Section 12 of the Exchange Act. ​ NYSE American Corporate Governance ​ Section 110 of the NYSE American Company Guide permits the NYSE American to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE American listing criteria, and to grant exemptions from NYSE American listing criteria based on these considerations.
Resident Holder who disposes or is deemed to dispose of one or more Common Shares generally should not thereby incur any liability for Canadian federal income tax in respect of any capital gain arising as a consequence of the disposition. ​ 52 Table of Contents A U.S.
Resident Holder who disposes or is deemed to dispose of one or more Common Shares generally should not thereby incur any liability for Canadian federal income tax in respect of any capital gain arising as a consequence of the disposition. ​ A U.S.
The Company’s equity compensation plans as of December 31, 2024 were the stock option plan (“Stock Option Plan”), the long-term incentive plan (“LTIP”), and the deferred share unit plan (“DSU Plan”).
The Company’s equity compensation plans as of December 31, 2025 were the stock option plan (“Stock Option Plan”), the long-term incentive plan (“LTIP”), and the deferred share unit plan (“DSU Plan”).
On February 25, 2025, the last reported sale price of the Common Shares of Vista on the NYSE American 50 Table of Contents was $0.61, there were 123,752,011 Common Shares issued and outstanding, and we had approximately 214 registered shareholders of record. ​ Dividends ​ We have never paid cash dividends.
On March 9, 2026, the last reported sale price of the Common Shares of Vista on the NYSE American was $2.36, there were 144,947,520 Common Shares issued and outstanding, and we had approximately 198 registered shareholders of record. ​ Dividends ​ We have never paid cash dividends.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following mineral resources and mineral reserves were prepared in accordance with both S-K 1300 standards and CIM Definition Standards. ​ Mt Todd Gold Project – Summary of Gold Mineral Resource (Exclusive of Gold Mineral Reserves) Based on US$1,300/oz Gold ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Batman Deposit ​ Heap Leach Pad ​ Quigleys Deposit ​ Total ​ ​ ​ ​ ​ ​ Contained ​ ​ ​ ​ ​ Contained ​ ​ ​ ​ ​ Contained ​ ​ ​ ​ ​ Contained ​ ​ Tonnes ​ Grade ​ Ounces ​ Tonnes ​ Grade ​ Ounces ​ Tonnes ​ Grade ​ Ounces ​ Tonnes ​ Grade ​ Ounces ​ ​ ​ (000s) ​ (g Au/t) ​ (000s) ​ (000s) ​ (g Au/t) ​ (000s) ​ (000s) ​ (g Au/t) ​ (000s) ​ (000s) ​ (g Au/t) ​ (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.
Biggest changeThe following mineral resources and mineral reserves were prepared in accordance with both S-K 1300 standards and CIM Definition Standards. ​ Mt Todd Gold Project – Summary of Gold Mineral Resources (Exclusive of Gold Mineral Reserves) Based on $1,950/oz Gold Price ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Batman Deposit ​ Heap Leach Pad ​ Quigleys Deposit ​ Total ​ ​ ​ Contained ​ ​ ​ Contained ​ ​ ​ Contained ​ ​ ​ Contained ​ Tonnes Grade Ounces ​ Tonnes Grade Ounces ​ Tonnes Grade Ounces ​ Tonnes Grade Ounces ​ (000s) (g Au/t) (000s) ​ (000s) (g Au/t) (000s) ​ (000s) (g Au/t) (000s) ​ (000s) (g Au/t) (000s) Measured 47,143 0.61 930 ​ — — — ​ 3,702 1.13 134 ​ 50,845 0.65 1,064 Indicated 110,644 0.72 2,568 ​ — — — ​ 6,965 1.34 299 ​ 117,609 0.76 2,867 Measured & Indicated 157,787 0.69 3,498 ​ — — — ​ 10,667 1.26 433 ​ 168,454 0.73 3,931 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Inferred 54,338 0.78 1,369 ​ — — — ​ 2,761 0.71 63 ​ 57,099 0.78 1,433 Notes: ● Mineral Resources are reported exclusive of Mineral Reserves. ● Batman and Quigleys Mineral Resources are quoted at a 0.4 g Au/t cut-off grade.
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.
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 non-U.S. GAAP measures.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT S OF OPERATIONS. ​ The following discussion and analysis should be read in conjunction with our consolidated financial statements for the two years ended December 31, 2024 and 2023, and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT S OF OPERATIONS. ​ The following discussion and analysis should be read in conjunction with our consolidated financial statements for the two years ended December 31, 2025 and 2024, and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).
The sum of these costs is divided by the corresponding payable gold ounces or tonnes processed to determine Cash Cost per ounce or per tonne processed metrics, respectively. ​ AISC consists of Cash Costs (as described above), plus sustaining capital costs.
The sum of these costs is divided by the corresponding ounces of gold produced or tonnes processed to determine Cash Cost per ounce of gold produced or per tonne processed metrics, respectively. ​ AISC consists of Cash Costs (as described above), plus sustaining capital costs.
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.
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. ​ 59 Table of Contents The non-U.S.
Similar metrics are widely used in the gold mining industry as comparative benchmarks of performance. ​ Cash Costs consist of Project operating costs, refining costs, and the Jawoyn Association royalty and Wheaton Royalty.
Similar metrics are used in the gold mining industry as comparative benchmarks of performance. ​ Cash Costs consist of Project operating costs, refining costs, the Jawoyn Royalty, and the Wheaton Royalty.
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.
GAAP metrics developed by the World Gold Council intended to improve transparency into the costs associated with producing gold and provide a standard for comparison across the industry.
Risk Factors” above and elsewhere in this annual report on Form 10-K. See section heading “Note Regarding Forward-Looking Statements” in this annual report on Form 10-K. ​ All dollar amounts stated herein are in U.S. dollars in thousands, unless specified otherwise, except per share-related amounts. References to A$ refer to Australian currency and USD or $ to United States currency.
See section heading “Note Regarding Forward-Looking Statements” in this annual report on Form 10-K. ​ All dollar amounts stated herein are in U.S. dollars in thousands, unless specified otherwise, except per share-related amounts. References to A$ refer to Australian currency and USD or $ to United States currency.
These costs comprised fixed costs and project program costs at Mt Todd. ​ For the years ended December 31, 2024 and 2023, our fixed exploration, property evaluation and holding costs totaled $2,921 and $2,808, respectively. These costs included expenditures necessary to preserve our property rights and meet our safety, regulatory and environmental responsibilities.
These costs comprised fixed costs and project program costs at Mt Todd. ​ For the years ended December 31, 2025 and 2024, our fixed exploration, property evaluation and holding costs totaled $3,319 and $2,921, respectively. These costs included expenditures necessary to preserve our property rights and meet our safety, regulatory, and environmental responsibilities.
Vista does not currently generate cash flows from mining operations. ​ Our flagship asset is the Mt Todd Gold Project (“Mt Todd” or the “Project”), a ready-to-build development-stage gold deposit located in the Tier-1 jurisdiction of Northern Territory, Australia (the “NT”).
Vista does not currently generate cash flows from mining operations. ​ 52 Table of Contents Our flagship asset is the Mt Todd Gold Project (“Mt Todd” or the “Project”), a development-stage gold deposit located in the Tier-1 jurisdiction of Northern Territory, Australia (the “NT”).
The gain comprises the previously deferred gain on instalment payments totaling $10,000 and the $10,000 received for the final instalment, net of the associated mineral property carrying value of $3,091 as of the date the final instalment was received. ​ 57 Table of Contents Exploration, Property Evaluation and Holding Costs ​ Exploration, property evaluation and holding costs, including fixed costs, project programs, and non-cash stock-based compensation, were $3,458 and $3,220 during the years ended December 31, 2024 and 2023, respectively.
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, including fixed costs, project programs, and non-cash stock-based compensation, were $5,593 and $3,458 during the years ended December 31, 2025 and 2024, respectively.
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 required to be disclosed in this annual report on Form 10-K. ​ Summary of Quarterly Results ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4th quarter ​ 3rd quarter ​ 2nd quarter ​ 1st quarter ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ — ​ $ — ​ $ — ​ $ — ​ Net income/(loss) ​ $ (1,673) ​ $ (1,638) ​ $ 15,633 ​ $ (1,073) ​ Basic income/(loss) per share ​ $ (0.02) ​ $ (0.01) ​ $ 0.13 ​ $ (0.01) ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ — ​ $ — ​ $ — ​ $ — ​ Net income/(loss) ​ $ (1,657) ​ $ (1,454) ​ $ (1,503) ​ $ (1,971) ​ Basic income/(loss) per share ​ $ (0.01) ​ $ (0.01) ​ $ (0.01) ​ $ (0.02) ​ ​ 60 Table of Contents Critical Accounting Estimates and Recent Accounting Pronouncements ​ Critical Accounting Estimates ​ Critical accounting estimates are accounting estimates that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company.
The underlying value and recoverability of the amounts shown as mineral properties and plant and equipment as presented in our Consolidated Balance Sheet at December 31, 2025 depends on market and industry conditions, our ability to attract sufficient capital resources to execute our strategy, and the ultimate success of our programs to enhance and realize value at Mt Todd. ​ Off-Balance Sheet Arrangements ​ We have no off-balance sheet arrangements required to be disclosed in this annual report on Form 10-K. ​ 58 Table of Contents Summary of Quarterly Results ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4th quarter ​ 3rd quarter ​ 2nd quarter ​ 1st quarter ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ — ​ $ — ​ $ — ​ $ — ​ Net income/(loss) ​ $ (1,712) ​ $ (723) ​ $ (2,356) ​ $ (2,708) ​ Basic income/(loss) per share ​ $ (0.01) ​ $ (0.01) ​ $ (0.02) ​ $ (0.02) ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ — ​ $ — ​ $ — ​ $ — ​ Net income/(loss) ​ $ (1,673) ​ $ (1,638) ​ $ 15,633 ​ $ (1,073) ​ Basic income/(loss) per share ​ $ (0.02) ​ $ (0.01) ​ $ 0.13 ​ $ (0.01) ​ ​ Critical Accounting Estimates and Recent Accounting Pronouncements ​ Critical Accounting Estimates ​ Critical accounting estimates are accounting estimates that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company.
The scientific and technical disclosures about Mt Todd in this discussion and analysis have been reviewed and approved by Maria Vallejo Garcia, Vista’s Director of Projects and Technical Services, and a designated qualified person (or “QP”) as defined by Item 1300 of Regulation S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). ​ Overview ​ Vista Gold Corp. and its subsidiaries operate as a development-stage company in the gold mining industry.
The scientific and technical disclosures about Mt Todd in this discussion and analysis have been reviewed and approved by Maria Vallejo Garcia of P&G Consulting Services LLC, independent technical consultant, previously Vista’s Director of Projects and Technical Services, and a designated qualified person (or “QP”) as defined by Item 1300 of Regulation S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). ​ 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.
These activities include receipt of net proceeds of $1,013 under the ATM Program (as defined below) offset by payments of $142 for employee withholding tax obligations in lieu of issuing Common Shares earned from the vesting of restricted share unit awards. ​ Liquidity and Capital Resources ​ The Company considers available cash, cash equivalents, and any short-term investments to be its primary measure of liquidity.
These activities include receipt of net proceeds of $1,108 under the ATM Program offset by payments of $85 for employee withholding taxes in lieu of issuing Common Shares earned from the vesting of restricted share unit awards. ​ Liquidity and Capital Resources ​ The Company considers available cash, cash equivalents, and short-term investments to be its primary measure of liquidity.
Risk Factors.” ​ Results from Operations ​ Summary ​ Consolidated net income for the year ended December 31, 2024 was $11,249 or $0.09 per common share in the capital of Vista (each, a “Common Share”) on both a basic and diluted basis.
Risk Factors.” ​ Results from Operations ​ Summary ​ Consolidated net loss for the year ended December 31, 2025 was $7,499 or $0.06 per common share in the capital of Vista (each, a “Common Share”) on both a basic and diluted basis.
The Common Shares were and will be distributed at market prices prevailing at the time of sale. ​ Other potential sources of cash inflows may include other equity issuances not covered by the ATM Program, monetization of Vista’s remaining non-core assets, which include a royalty interest on a property in the U.S., another royalty interest on a property in Canada, and used mill equipment that is being marketed by a third-party mining equipment dealer. ​ We believe our Working Capital as of December 31, 2024, together with interest income, other potential future sources of financing and sales of non-core assets, will be sufficient to fund our currently planned corporate expenses, Mt Todd holding costs, and other anticipated Mt Todd programs for at least one year from the date of issuance of this annual report on Form 10-K. ​ Vista’s long-term viability depends upon our ability to realize value from our principal asset, Mt Todd.
During the year ended December 31, 2025, the Company issued 2,813,888 Common Shares under the ATM Program for net proceeds of $4,296. ​ Other potential sources of cash inflows may include issuances of Common Shares, monetization of Vista’s remaining non-core assets, which include royalty interests on properties in the U.S., a royalty interest on a property in Canada, and used mill equipment that is being marketed by a third-party mining equipment dealer. ​ We believe our Working Capital as of December 31, 2025, together with the net proceeds from the Offering, interest income, other potential future sources of financing, and sales of non-core assets, will be sufficient to fund our currently planned corporate expenses, Mt Todd holding costs, and other anticipated Mt Todd programs for at least one year from the date of issuance of this annual report on Form 10-K. ​ Vista’s long-term viability depends upon our ability to realize value from our principal asset, Mt Todd.
These activities include receipt of net proceeds of $1,108 under the ATM Program (as defined below) offset by payments of $85 for employee withholding tax obligations in lieu of issuing Common Shares earned from the vesting of restricted share unit awards. ​ Net cash of $871 for the year ended December 31, 2023 was provided by financing activities.
These activities include receipt of net proceeds of $4,296 under the ATM Program (as defined below) offset by payments of $268 for employee withholding taxes in lieu of issuing Common Shares earned from the vesting of restricted share unit awards. ​ Net cash of $1,023 for the year ended December 31, 2024 was provided by financing activities.
The principal components of our 2024 net income and the year-over-year changes are discussed below. ​ The Company had cash of $16,950, working capital of $16,457, and no debt as of December 31, 2024. ​ 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 principal components of our 2025 net loss and the year-over-year changes are discussed below. ​ The Company had cash of $13,622, working capital of $13,057, and no debt as of December 31, 2025. ​ 55 Table of Contents 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.
This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those 53 Table of Contents set forth under the section heading “Item 1A.
This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under the section heading “Item 1A. Risk Factors” above and elsewhere in this annual report on Form 10-K.
The Company reports Cash Costs and AISC on a per ounce and per tonne processed basis because we believe these metrics more appropriately reflect mining costs over specified periods and the life of mine. The Company reports initial capital cost requirements per payable ounce of gold because this metric provides a standard measurement of initial capital efficiency.
The Company reports Cash Costs and AISC on a per ounce basis and Cash Costs on a per tonne processed basis because we believe these metrics appropriately reflect mining costs over specified periods and the life of mine. The Company reports on Capital Efficiency and Benefit to Cost Ratio because these metrics provide a standard measurement of initial capital efficiency.
Our cash liquidity position as of December 31, 2024, comprising cash and cash equivalents of $16,950, reflected a net increase of $10,881 during the year ended December 31, 2024. ​ Current assets, net of current liabilities (“Working Capital”), is a secondary measure of liquidity for the Company.
Our cash liquidity position as of December 31, 2025, comprising cash and cash equivalents of $13,622, reflected a net decrease of $3,328 during the year ended December 31, 2025. ​ Current assets, net of current liabilities (“Working Capital”), is a secondary measure of liquidity for the Company.
The Company had Working Capital of $16,457 and $5,576 at December 31, 2024 and December 31, 2023, respectively.
The Company had Working Capital of $13,057 and $16,457 at December 31, 2025 and December 31, 2024, respectively.
Consolidated net loss for the year ended December 31, 2023 was $6,585, or $0.05 per Common Share on both a basic and diluted basis.
Consolidated net income for the year ended December 31, 2024 was $11,249 or $0.09 per Common Share on both a basic and diluted basis.
Expenses incurred for 2023 Mt Todd project programs totaled $412, including $110 for amendments to the Deemed Mining License and $110 for costs related to securing a development partner. ​ Included in the 2024 and 2023 exploration, property evaluation and holding costs were non-cash stock-based compensation of $182 and $180, respectively. ​ Corporate Administration ​ Corporate administration costs were $3,663 and $3,504 during the years ended December 31, 2024 and 2023, respectively.
Expenses incurred for 2024 Mt Todd project programs totaled $537, including $408 for various technical studies. ​ Included in the 2025 and 2024 exploration, property evaluation and holding costs were non-cash stock-based compensation of $218 and $182, respectively. ​ Corporate Administration ​ Corporate administration costs were $3,611 and $3,663 during the years ended December 31, 2025 and 2024, respectively.
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 Whittle TM pit shell.
The Point of Reference for the Heap Leach Pad Mineral Resources estimates is the physical Heap Leach Pad at the property. ● Batman and Quigleys Mineral Resources are constrained within a $1,950/oz gold pit shell.
Gross proceeds totaled $900, partially offset by selling expense of $98. ​ Non-Operating Income and Expenses ​ Interest Income ​ Interest income was $701 and $263 during the years ended December 31, 2024 and 2023, respectively.
In March 2024, the Company recorded a gain of $802 upon sale of certain components of our used mill equipment. Gross proceeds totaled $900, partially offset by selling expense of $98. ​ Non-Operating Income and Expenses ​ Interest Income ​ Interest income was $573 and $701 during the years ended December 31, 2025 and 2024, respectively.
Recurring costs for corporate administration and Mt Todd maintenance were most of the Company’s net operating cash outflows during the year ended December 31, 2024. Of the other expenditures, $1,865 related to Vista’s development drilling program at Mt Todd.
These sources of cash were offset by operating cash outflows of $8,444 and other expenditures of $1,010. Recurring costs for corporate administration and Mt Todd maintenance, and spending on the Mt Todd FS and other project programs comprised most of the Company’s operating cash outflows during the year ended December 31, 2025.
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 12-month period following December 31, 2024, the Company estimates net recurring costs will be approximately $6,400, plus $3,200 related to work plans at Mt Todd for: the 2025 FS; purchase of equipment for expansion of Mt Todd’s enhanced water evaporation system; and various planned maintenance projects.
Additional details regarding 2025 financial results are presented in the “Results from Operations” section above and the preceding discussions in this section regarding operating activities, investing activities, and financing activities. ​ For the 12-month period following December 31, 2025, the Company estimates, before consideration of the use of proceeds discussed below, net recurring expenditures will be approximately $8,700, plus $1,800 for non-recurring project program costs.
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.
GAAP measures presented in this report are not, and are not intended to be, presentations in accordance with U.S. GAAP. These metrics represent financial measures related to the Project. ​ We believe that these metrics help investors understand the economics of the Project as presented in the Mt Todd FS. We present the non-U.S.
A feasibility study for Mt Todd was completed in 2022, with material project costs and economic returns updated in 2024 (the “Mt Todd FS”).
The Mineral Resources and Mineral Reserves for the NI 43-101 Report are the same as the Mineral Resources and Mineral Reserves for the S-K1300 Report. ​ 53 Table of Contents The Company previously completed a feasibility study for Mt Todd in 2022, with material project costs and economic returns updated in 2024 (the “2024 FS”).
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, 2024.
Notes: ● The Mineral Reserves point of reference is the point where material is fed into the processing plant. ● Batman deposit Mineral Reserves are reported using a 0.50 g Au/t cutoff grade and $1,800 per ounce gold price. ● Colin McVie and Peter Lock of Mining Plus are the QP's responsible for the Statement of Mineral Reserves for Batman deposit Proven and Probable Mineral Reserves. ● Because all the Heap Leach Pad Mineral Reserves are to be fed through the processing plant, these Mineral Reserves are reported without a cutoff grade applied. ● Deepak Malhotra is the QP responsible for reporting the Heap-Leach Pad Mineral Reserves. ● The effective date of the Batman and Heap Leach Pad Mineral Reserves estimates is July 25, 2025. ● Differences in the table due to rounding are not considered material. ● The Mineral Reserves were estimated in accordance with S-K 1300 and NI 43-101. ● The effective date of the mineral reserve estimates under the requirements of S-K 1300 is December 31, 2025.
The principal components of the increase in 2024 included expenses related to the 2024 drilling program that did not qualify as development drilling and greater focus by corporate personnel on site-related projects. ​ Expenses incurred for 2024 Mt Todd project programs totaled $537, including $408 for various technical studies.
The increase in 2025 included expenses related to greater focus by corporate personnel on site-related projects. ​ Expenses incurred for 2025 project programs at Mt Todd totaled $2,274, including $1,963 for the Mt Todd FS.
The Company periodically raises funds in the capital markets and considers alternative strategies and possible strategic opportunities as ways to enhance its liquidity and deliver shareholder value. ​ The Mt Todd FS contemplates a plant processing 50,000 tpd and demonstrates the underlying value potential of a large-scale gold project.
The Company periodically raises funds in the capital markets and considers alternative strategies and possible corporate opportunities as ways to enhance its liquidity and deliver shareholder value. ​ Mineral Resources and Mineral Reserves Estimates ​ The following table presents the estimated mineral resources for the Project.
The increase in 2024 was due to a higher average cash balance, which resulted primarily from the proceeds received under the Royalty Agreement (as defined below). ​ Other Income ​ Other Income/(Expense) was $13 and ($84) for the years ended December 31, 2024 and 2023, respectively.
The decrease in 2025 was due to a decrease in the average interest rate applicable to invested cash balances. ​ Other Income ​ Other Income was $1,220 and $13 for the years ended December 31, 2025 and 2024, respectively.
Mt Todd offers a large gold mineral reserve, development optionality, expansion opportunities, exploration upside, advanced local infrastructure, community support, and demonstrated economic feasibility. ​ We are positioning Mt Todd as a leading development opportunity within the gold sector.
Mt Todd offers a large gold mineral reserve, development optionality, expansion opportunities, exploration upside, advanced local infrastructure, community support, and demonstrated economic feasibility. ​ On July 29, 2025, the Company announced the results of a new Mt Todd feasibility study focused on developing a 15,000 tonnes per day (“tpd”), or 5.3 million tonnes per annum (“tpa”), operation (the “Mt Todd FS” or the “Study”).
Other expense in 2023 was due to legal costs for the Company’s efforts to recover additional value-added tax from the previous sale of a non-core asset. ​ 58 Table of Contents Financial Position, Liquidity and Capital Resources ​ Operating Activities ​ Net cash used in operating activities was $5,735 and $5,861 for the years ended December 31, 2024 and 2023, respectively.
The increase in the comparable twelve-month periods was due to the receipt of $1,257 related to our recovery of certain tax amounts paid in connection with the 2020 sale of the Los Reyes gold project in Mexico. ​ 56 Table of Contents Financial Position, Liquidity and Capital Resources ​ Operating Activities ​ Net cash used in operating activities was $6,614 and $5,735 for the years ended December 31, 2025 and 2024, respectively.
There have been no changes in the mineral resource estimates since December 31, 2023 because upon review the Company and the relevant qualified persons determined that the same material assumptions and estimates, including all economic parameters for resource estimation purposes, continued to apply as of December 31, 2024. ● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resource estimates under the requirements of NI 43-101 is December 31, 2024. ● Mineral resources that are not mineral reserves have no demonstrated economic viability and do not meet all relevant modifying factors.
Pit parameters: Mining Cost $3.00/tonne mined, Processing Cost $17.50/tonne processed, General and Administrative Cost $1.50/tonne processed, Au Recovery 89.7%. ● Kira Johnson MMSA of Tetra Tech is the QP responsible for the Statement of Mineral Resources for the Batman deposit, Quigleys deposit and Heap Leach Pad. 54 Table of Contents ● The effective date of the Batman, Quigleys and Heap Leach Pad Mineral Resources estimates is July 25, 2025. ● Mineral Resources that are not Mineral Reserves have no demonstrated economic viability and do not meet all relevant modifying factors. ● Differences in the table due to rounding are not considered material. ● The Mineral Resources were estimated in accordance with S-K 1300 and NI 43-101. ● “–“ indicates no reported value. ● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resource estimates under the requirements of S-K 1300 is December 31, 2025.
Wainwright & Co., LLC (“Wainwright”) to provide balance sheet flexibility at a potentially lower cost than other means of equity issuances. Under the ATM Agreement, the Company can, but is not obligated to, issue and sell Common Shares through Wainwright for aggregate gross proceeds of up to $8,000 (the “ATM Program”). The ATM Agreement was refreshed in November 2024.
C. Wainwright & Co., LLC (“Wainwright”). Under the ATM Agreement, the Company can, but is not obligated to, issue and sell Common Shares through Wainwright (the “ATM Program”). In connection with the Offering, we suspended the ATM Agreement and terminated the continuous offering by us under the associated prospectus supplement.
The decrease in operating cash outflows largely resulted from higher interest income and capitalization of direct labor costs associated with the development drilling program that were recognized as investing activities, offset by slightly higher spending on operating costs. ​ Investing Activities ​ Net cash provided by investing activities of $15,593 for the year ended December 31, 2024 resulted primarily from receiving the final two instalment payments totaling $17,000 under the Royalty Agreement and $802 for the sale of certain used mill equipment, net of selling costs.
The increase in operating cash outflows largely resulted from 2025 expenditures for the Mt Todd FS being expensed while costs of the 2024 drilling program were recorded as capitalized development costs and included in investing activities, partially offset by other income and sources of cash resulting from changes in working capital. ​ Investing Activities ​ Net cash provided by (used in) investing activities was ($742) and $15,593 for the years ended December 31, 2025 and 2024, respectively.
There was no change in mineral resource estimates as of December 31, 2024 compared to December 31, 2023 as the same material assumptions and criteria were determined to continue to apply to the mineral resource estimates and there was no conversion of mineral resources into mineral reserves in the fiscal year ending December 31, 2024. 56 Table of Contents 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 ​ Heap Leach Pad ​ Total ​ ​ ​ Contained ​ ​ ​ Contained ​ ​ ​ Contained ​ Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces ​ ​ (000s) ​ (g Au/t) ​ (000s) ​ (000s) ​ (g Au/t) ​ (000s) ​ (000s) ​ (g Au/t) ​ (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.
Mt Todd Gold Project – Summary of Gold Mineral Reserves Based on 15 ktpd, 0.50 g Au/t cut-off and $1,800/oz Gold Price Pit Design ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Batman Deposit ​ Heap Leach Pad ​ Total ​ ​ ​ ​ ​ ​ Contained ​ ​ ​ ​ ​ Contained ​ ​ ​ ​ ​ Contained ​ ​ ​ ​ Tonnes Grade Ounces ​ ​ ​ Tonnes Grade Ounces ​ ​ ​ Tonnes Grade Ounces ​ ​ (000s) (g Au/t) (000s) ​ (000s) (g Au/t) (000s) ​ (000s) (g Au/t) (000s) Proven 77,359 0.95 2,371 — — — 77,359 0.95 2,371 Probable 81,263 0.99 2,588 13,352 0.54 232 94,615 0.93 2,820 Proven & Probable 158,623 0.97 4,959 13,352 0.54 232 171,975 0.94 5,190 Economic analysis conducted only on proven and probable mineral reserves.
This represents a net increase of $10,881 during the year ended December 31, 2024. ​ During the year ended December 31, 2024, the Company’s primary sources of cash inflows were: $17,000 from its grant of the Royalty on Mt Todd; $1,108 from equity financings; $802 upon sale of a portion of its used mill equipment; and $701 from interest income.
This represents a net decrease of $3,400 during the year ended December 31, 2025. ​ During the year ended December 31, 2025, the Company’s primary sources of cash inflows were $4,296 from equity financing activity, receipt of $1,257 related to our recovery of certain tax amounts paid previously, and interest income of $573.
GAAP measures associated with Cash Costs, All-in Sustaining Costs (“AISC”), initial capital requirements and resulting per ounce and per tonne processed metrics are not, and are not intended to be, presentations in accordance with U.S. GAAP.
GAAP basis: ● Cash Costs per ounce produced and per tonne processed; ● AISC per ounce; ● Capital Efficiency; and ● Benefit to Cost Ratio. ​ Cash Costs per ounce produced and AISC per ounce produced are non-U.S.
Removed
Our strategy is to advance Mt Todd in ways that efficiently position the Project for development while exercising the discipline necessary to best realize value at the right time. ​ We expect continued strength in the gold price and believe that ready-to-build projects like Mt Todd are attractive development opportunities in the current environment of a strong gold market, diminishing major deposit discoveries, and depleting gold reserves. ​ The Project offers strategic optionality through development as a large or mid-scale project and has all major operating and environmental permits necessary to initiate development.
Added
The Mt Todd FS significantly decreased the initial capital requirement, prioritized grade over tonnes, delivered stable gold production over the extended life of the project, and provided a fresh perspective for developing the Project using design and operating practices commonly employed by Australian gold operations. ​ The Mt Todd FS marks a significant shift in the strategy for Mt Todd, demonstrating the potential for near-term development of a smaller, lower capital cost project than previously evaluated.
Removed
The Mt Todd FS demonstrates strong economics for development of a 50,000 tpd, nominally 17.5 million tpa, operation. ​ In view of the substantial investment required to develop Mt Todd as a large-scale project, we completed an internal scoping study in 2023 for an alternative 15,000 tpd operation, nominally 5.2 million tpa.
Added
The Study incorporates the use of contract mining, third-party power generation, and other design and operating practices to reduce operational risks. The Mt Todd FS demonstrates the opportunity for Mt Todd to deliver attractive economic returns with stable gold production over a 30-year mine life.
Removed
In 2024, we undertook additional internal assessments and trade-off studies to evaluate the economic potential for a range of processing and mining rates. These assessments identified the 15,000 tpd operation as the optimal alternative scale project.
Added
The Study does not assume any expansion of the planned mining/processing rate, but the 15,000 tpd design layout provides ample space for future expansion of the processing plant. ​ Feasibility Study Highlights ​ ● Average annual gold production of 153,000 ounces during years 1-15 and 146,000 over the 30-year life of mine ● Average ore grade of 1.04 grams gold per tonne (“g Au/t”) over the first 15 years of operations and 0.97 g Au/t over the life of mine ● Life of mine average gold recovery of 88.5% from 3-stage crush, single-stage sort, 2-stage grind, and carbon-in-leach (“CIL”) recovery circuit ● After-tax NPV 5% of $1.1 billion, internal rate of return of 27.8%, and 2.7-year payback at a $2,500 per ounce gold price ● After-tax free cash flow at a $2,500 per ounce gold price of $1.6 billion for first 15 years of commercial operations ● Initial capital requirements of $425 million, a 59% reduction from the 2024 FS (as defined below) - Capital Efficiency: $93 per ounce (initial capital : total ounces of gold produced) (3) - Benefit to Cost Ratio of 2.5 (NPV 5% : initial capital) (3) ● All-in Sustaining Cost (“AISC”) of $1,449 per ounce during years 1-15 and $1,499 per ounce during years 1-30 (3) ​ Notes to investors: (1) Proven and Probable Mineral Reserves are estimated in accordance with S-K 1300 (as defined below).
Removed
A project of this scale could reduce financing, development, and operating risks. ​ In December 2024, Vista commenced a new Mt Todd feasibility study (the “2025 FS”) that aims to increase the reserve grade to 1 g Au/t using a higher cut-off grade and reduce the initial capex by 60% to about $400 million while achieving average annual gold production ranging from 150,000 – 200,000 ounces from 15,000 tpd or 5.2 million tpa throughput.
Added
(2) See “Item 1. Business – Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves” for additional information. (3) Capital efficiency, benefit to cost ratio, and AISC per ounce are non-U.S. GAAP financial measures; see “Non-U.S.
Removed
By using contract mining, third-party power generation, and construction practices commonly used in Australia, we believe there is opportunity to maintain high capital efficiency at this project scale.
Added
GAAP Financial Measures” for additional disclosure. ​ A technical report summary titled “S-K 1300 Technical Report Summary – Mt Todd Gold Project – 15 ktpd Feasibility Study – Northern Territory, Australia” with an effective date of July 29, 2025 and a filing date of September 11, 2025 (the “S-K 1300 Report”) for the Mt Todd FS was prepared in accordance with Item 1300 of Regulation S-K (“S-K 1300”) under the U.S.
Removed
The 2025 FS will leverage prior technical studies and the work completed for the Mt Todd FS, preserve the potential for future expansion, and demonstrate the opportunity for Mt Todd to deliver attractive economic returns. ​ The Company undertook a drilling program during 2024 with a total of 34 holes for 6,776 meters drilled.
Added
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and filed on EDGAR at www.sec.gov on September 11, 2025. ​ A companion technical report titled “ NI 43-101 Technical Report, Mt Todd Gold Project, 15 ktpd Feasibility Study, Northen Territory Australia ” with an effective date of July 29, 2025 (the “NI 43-101 Report”) for Canadian purposes was prepared in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and filed on SEDAR+ at www.sedarplus.ca on September 11, 2025.
Removed
The program was completed in December 2024 at a cost of $1,891. Results of the program indicate the potential to increase gold mineral reserves in the Batman deposit and successfully delineated the South Cross Lode (“SXL”) over a 400-meter strike length.
Added
The NI 43-101 Report is referenced herein for informational purposes only.
Removed
These drill results, and those from the 2020-2022 drilling program, will be included in the block model for the updated Mt Todd mineral resources estimate and 2025 FS. ​ 54 Table of Contents During Phase 1, a total of 11 holes were drilled in the northern end of the Batman deposit including several holes drilled outside the limits of blocks defined in the current mineral resource model.
Added
The 2024 FS evaluated the development of a 50,000 tpd, nominally 17.75 million tpa, operation. ​ In January 2026, the Company announced continued progress at its Mt Todd gold project and outlined the pathway to initiate detailed engineering and design in 2027.
Removed
This drilling, in conjunction with the 2020-2022 drilling program, provided information that extended the boundaries of the mineralization in the northern section of the Batman deposit. Phase 1 drilling intercepted gold grades higher than estimated in the current block model and mineralization outside the limits of the current mineral resource envelope.
Added
The Company would expect this milestone to initiate a period of approximately 27-months for design, construction, and commissioning. ​ Our focus for 2026 is on establishing the foundation for the successful execution of the Mt Todd project.
Removed
We expect Phase 1 drilling to result in an increase in mineral resources in the north end of the Batman deposit.
Added
Priorities include obtaining permit modifications to align existing approved permits with the Mt Todd FS; expanding corporate capability by building an Australia-based team to lead project development; and addressing recommendations presented in the Mt Todd FS that will provide key inputs for detailed engineering and design.
Removed
Additionally, we expect this drilling to result in the conversion of a portion of inferred mineral resources within the Mt Todd FS pit design to measured and indicated mineral resources. ​ During Phase 2, a total of 23 holes were drilled in the SXL, a narrower mineralized structure adjacent to the Batman deposit that extends to the northeast with a current strike length of over 400 meters.
Added
On March 9, 2026, Vista closed a public offering for aggregate gross proceeds totaling $44,850 to fund these priorities and other general corporate purposes. ​ We have commenced efforts to obtain permit modifications and are actively engaged with consultants, regulators, and stakeholders.
Removed
Results from this drilling defined the mineralized boundaries of the SXL over the strike length drilled and intersected high-grade sub-structures in the lower portion of 13 holes.
Added
Some modifications have already been submitted, and programs to support other submissions have been planned and are expected to begin within the coming weeks. We anticipate the approval of these modifications will be achieved in 2027. ​ We are addressing recommendations presented in the Mt Todd FS.
Removed
The drill hole spacings are acceptable for the definition of measured and indicated mineral resources and are expected to support the expansion in the northeastern section of the mineral resource shell in the new mineral resource model being completed as part of the 2025 FS.
Added
Recent drilling has provided core for selective metallurgical testing to confirm grind size, gold recoveries, and optimal selection and sizing of equipment in the process plant.
Removed
For more information on the Company’s 2024 drilling results, please refer to the Company’s 2024 and 2025 drilling news releases, available at www.sec.gov and under our profile at www.sedarplus.ca.
Added
A geotechnical review is also underway, with planned drilling around the Batman pit to assess the opportunity to steepen the west pit wall, reduce stripping, and potentially convert additional mineral resources to mineral reserves. ​ The Company continues to prioritize the efficient use of financial resources to advance Mt Todd.
Removed
The Company’s 2024 and 2025 drilling news release are referenced for informational purposes only and are not incorporated by reference into this annual report on Form 10-K and should not be considered part of this or any other report filed with the SEC. ​ The Company continues to prioritize the efficient use of resources to advance Mt Todd.
Added
Heap Leach Pad Mineral Resources were fully converted to Mineral Reserves. ● The Point of Reference for the Batman and Quigleys Mineral Resources estimates is in-situ at the property.
Removed
Highlights include: ● estimated proven and probable mineral reserves of 6.98 million ounces of gold (280 million tonnes at 0.77 g Au/t) using a gold price of $1,500 for the mineral reserve estimate and a cut-off grade of 0.35 g Au/t (1)(2) ; ● average annual production of 395,000 ounces of gold over a 16-year life of mine at an average cash cost of $913 per ounce (3) ; ● high capital efficiency, with initial capital requirements of $1.03 billion, or $163 per payable ounce of gold (3) ; and ● after-tax NPV 5% of $1.13 billion and internal rate of return (“IRR”) of 20.4% at a gold price of $1,800 per ounce and an AUD:USD exchange rate of 0.69.
Added
The 2025 and 2024 corporate administration costs included non-cash stock-based compensation of $453 and $502, respectively. The total expenses in the comparable periods were substantially unchanged. ​ Gain on sale of plant and equipment ​ There were no sales of plant and equipment during 2025.
Removed
(4) Note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 (as defined below) and CIM Definition Standards (as defined below). (5) See “Item 2. Properties – Mt Todd Gold Project, Northern Territory, Australia – Mineral Resources and Mineral Reserve Estimates” in this annual report on Form 10-K for additional information.
Added
Cash provided by investing activities was higher in 2024 because the Company received Royalty Agreement proceeds totaling $17,000 and net proceeds from the sale of certain used mill equipment of $802.
Removed
(6) 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. ​ After Vista completed the Mt Todd FS, the NT enacted the Mineral Royalties Act 2024 (“Royalties Act”) effective July 1, 2024.
Added
Cash used in investing activities was lower by $1,715 in 2025 because substantially all 2024 drilling costs were capitalized as development costs while the Mt Todd FS costs were expensed and included as cash used in operating activities.
Removed
The Royalties Act replaces the prior net profits royalty regime with an ad valorem royalty regime for new mines. Under the Royalties Act, a 3.5% ad valorem royalty rate will be applied to gold production from Mt Todd.
Added
Cash used in investing activities for purchases of plant and equipment was higher by $248 in 2025 primarily due to installation of an enhanced evaporation system. ​ Financing Activities ​ Net cash of $4,028 for the year ended December 31, 2025 was provided by financing activities.

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