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What changed in VISTA GOLD CORP's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of VISTA GOLD CORP's 2023 and 2024 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 2024 report.

+296 added−294 removedSource: 10-K (2025-02-28) vs 10-K (2024-03-14)

Top changes in VISTA GOLD CORP's 2024 10-K

296 paragraphs added · 294 removed · 226 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

38 edited+25 added−23 removed39 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 ​ ● the results of the Mt Todd FS and its related estimates and projections, including projected free cash flow, future exchange rates and commodity prices; ● our belief that interested parties continue to maintain a cautious approach to new, large-scale development projects; ● our belief that certain exploration targets represent the closest and most immediate opportunity for growth with the appropriate investment in additional drilling; ● 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; ● our intention to improve the value of our gold projects; ● the potential that development projects may lead to gold production or value-adding strategic transactions; ● 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 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 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 expectation to follow the 6,000-7,000 meter drilling program with studies of an initially smaller-scale project at Mt Todd, targeting a significantly lower initial capital cost and operating costs close to those estimated in the 10 Table of Contents Mt Todd FS and the plan that the studies will focus on a strategy of scalable development, allowing for throughput expansion or mine-life extension; ● our belief that the drill program will add substantial value to Mt Todd by improving cash flow as a result of a more constant production profile, reduced stripping, and increased mine life for all development scenarios; ● our expectation that proposed drilling could have an all-in cost of approximately $2 million and to be completed by year end; ● 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 estimates with respect to historical mine production at Mt Todd; ● 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; ● our belief that the Mineral Development Taskforce estimates that changes in the NT royalty scheme, if enacted in legislation, will have significant positive economic impacts for Mt Todd and other mineral projects in the Northern Territory ● 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 mine life; and ● our expectation that existing infrastructure at Mt Todd will reduce initial capital expenditure and significantly reduce capital risk related to infrastructure construction.
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.
As a result, we would be required to mitigate long-term environmental impacts, including any of those existing prior to 2006, that are not otherwise mitigated during the mine life, by stabilizing, contouring, re-sloping and re-vegetating various portions of the Project after mining and mineral processing operations are completed.
As a result, we would be required to mitigate long-term environmental impacts, including any of those existing prior to 2006, that are not otherwise mitigated during the life of mine, by stabilizing, contouring, re-sloping and re-vegetating various portions of the Project after mining and mineral processing operations are completed.
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 8 Table of Contents 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.
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.
Our compensation programs also include consideration of health and safety performance in determining incentive awards. ​ It is Vista’s priority to maintain a culture of ethical performance as a core value, as reflected in the Company’s Code of Business Conduct and Ethics and other related policies.
Our compensation programs include consideration of health and safety performance in determining incentive awards. ​ It is Vista’s priority to maintain a culture of ethical performance as a core value, as reflected in the Company’s Code of Business Conduct and Ethics and other related policies.
Our compensation programs also include consideration of ethical performance in determining incentive awards. ​ Vista values the diversity and talents of its team, collectively working together in an inclusive environment to achieve corporate goals and personal professional development objectives.
Our compensation programs include consideration of ethical performance in determining incentive awards. ​ Vista values the diversity and talents of its team, collectively working together in an inclusive environment to achieve corporate goals and personal professional development objectives.
Reclamation programs will be conducted in accordance with detailed plans, which will 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 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.
Oversight is provided by the Company’s board of directors (the “Board of Directors”) and the Board’s Health, Safety, Environment and Social Responsibility Committee. Management utilizes the principles set out in our Health & Safety Policy to administer health and safety programs.
Oversight is provided by the Company’s board of directors (the “Board of Directors”) and the Board of Directors’ Health, Safety, Environment and Social Responsibility Committee. Management utilizes the principles set out in our Health & Safety Policy to administer health and safety programs.
Investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically. ​ Note Regarding Forward-Looking Statement s ​ This annual report, including all exhibits hereto and any documents that are incorporated by reference as set forth on the face page under “Documents incorporated by reference”, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information under Canadian securities laws that are intended to be covered by the safe harbor created by such legislation.
Investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically. ​ Note Regarding Forward-Looking Statement s ​ This annual report on Form 10-K, including all exhibits hereto and any documents that are incorporated by reference as set forth on the face page under “Documents incorporated by reference”, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information under Canadian securities laws that are intended to be covered by the safe harbor created by such legislation.
Our funding strategy is to maintain adequate liquidity while minimizing dilution as we seek to preserve, enhance, and realize value from Mt Todd.
Our funding strategy is to maintain adequate liquidity while minimizing share dilution as we seek to preserve, enhance, and realize value from Mt Todd.
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. 4 Table of Contents ​ Segment Information ​ We have one reportable segment, consisting of acquisition, exploration and evaluation activities which are focused on Australia.
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.
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. ​ 7 Table of Contents “ 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 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.
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, 2023, we had 12 full-time and no part-time employees globally.
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.
Estimations of inferred resources involve far greater uncertainty as to their existence and economic viability than the estimations of other categories of resources; therefore, it cannot be assumed that all or any part of inferred resources will 9 Table of Contents ever be upgraded to a higher category.
Estimations of inferred resources involve far greater uncertainty as to their existence and economic viability than the estimations of other categories of resources; therefore, it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category.
The confidence level of a feasibility study is higher than that of a preliminary feasibility 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.
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.
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 2024 through March 8, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year High Low Average ​ 2019 ​ $ 1,546 ​ $ 1,270 ​ $ 1,393 ​ 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 (to March 8, 2024) ​ $ 2,171 ​ $ 1,985 ​ $ 2,023 ​ ​ Data Source: www.lbma.org.uk/prices-and-data/precious-metal-prices#/ ​ 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 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.
We believe this has benefited our relationships with the traditional landowners, local communities, and Northern Territory, Australia, creating a strong social license. ​ 3 Table of Contents 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.
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.
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 ​ Hectares ​ Acres ​ 2.4710 ​ Meters ​ Feet ​ 3.2808 ​ Kilometers ​ Miles ​ 0.6214 ​ Tonnes ​ Tons (short) ​ 1.1023 ​ Liters ​ Gallons ​ 0.2642 ​ Grams ​ Ounces (troy) ​ 0.0322 ​ Grams per tonne ​ Ounces (troy) per ton (short) ​ 0.0292 ​ ​ ​ 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. ​ 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.
These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements and forward-looking information.
These 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.
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. ​ “ 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 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. ​ 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.
Both ore and waste may contain sulfide minerals. ​ “ tpd ” means tonnes per day. ​ “ vein ” means a fissure, fault or crack in a rock filled by minerals that have traveled upwards from some deep source. ​ “ waste ” means rock lacking sufficient grade and/or other characteristics of ore. ​ Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves ​ We are subject to the reporting requirements of the Exchange Act and applicable Canadian securities laws, and as a result we report our mineral reserves and mineral resources according to two different standards.
Both ore and waste may contain sulfide minerals. ​ “ tpa ” means tonnes per annum. ​ “ tpd ” means tonnes per day. ​ “ vein ” means a fissure, fault or crack in a rock filled by minerals that have traveled upwards from some deep source. ​ “ waste ” means rock lacking sufficient grade and/or other characteristics of ore. ​ Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves ​ We are subject to the reporting requirements of the Exchange Act and applicable Canadian securities laws.
References to AUD or A$ refer to Australian currency and USD or $ refer to United States currency, all in thousands, unless specified otherwise, except per share-related, per tonne, and per ounce amounts. ​ 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.
References to AUD or A$ refer to Australian currency and USD or $ refer to United States currency, all in thousands, unless specified otherwise, except per share-related, per tonne, and per ounce amounts. ​ Overview ​ Vista Gold Corp. and its subsidiaries operate as a development-stage company in the gold mining industry.
We cultivate a culture that is sensitive to the importance of diversity and inclusion in the workplace and are committed to continuous improvement in these areas. ​ Environmental, Social, and Governance Responsibility ​ Vista is committed to implementing and continuing to improve business practices that are designed to mitigate 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.
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.
Oversight is provided by the Board of Directors and, for specific areas of performance, by committees of the Board of Directors. Employees are required to review the Code of Business Conduct and Ethics and acknowledge their understanding of the content and intent to comply on a periodic basis.
Oversight is provided by the Board of Directors and, for specific areas of performance, by committees of the Board of Directors. Periodically, our employees are required to review the Code of Business Conduct and Ethics and acknowledge their understanding of the content and intent to comply.
Highlights include: ● estimated proven and probable mineral reserves of 6.98 million ounces of gold (280 Mt at 0.77 g Au/t) using a gold price of $1,500 for the reserve estimate and a cut-off grade of 0.35 g Au/t (1)(2) ; ● average annual production of 395,000 ounces of gold over a 16-year mine life at an average cash cost of $913 per ounce (3) ; ● high capital efficiency, with initial capital requirements of $1.03 billion, or $163 per payable ounce of gold (3) ; ● after-tax 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 ● after-tax NPV 5% of $1.78 billion and IRR of 27.9% at a price of $2,100 per ounce of gold. ​ (1) Note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 (as defined below) and CIM Definition Standards (as defined below).
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.
The space between the pebbles is generally filled with smaller particles and/or a chemical cement that binds the rock together. ​ “ cut-off grade ” means the grade (i.e., the concentration of metal or mineral in rock) that determines whether mined mineralized material will be processed or considered waste. ​ “ deposit ” is an informal term for an accumulation of mineralized material. ​ “ development stage issue r” is an issuer that is engaged in the preparation of mineral reserves for extraction on at least one material property. ​ “ development stage property ” is a property that has mineral reserves disclosed, pursuant to S-K 1300, but no material extraction. ​ “ feasibility study ” is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of realistically assumed mining, processing, metallurgical, economic, marketing, legal, environmental, social and governmental considerations together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate at the time of reporting that extraction is reasonably justified or economically viable.
For purposes of establishing prospects of economic extraction, the cut-off grade is the grade that distinguishes material deemed to have no economic value from material deemed to have economic value. ​ “ deposit ” is an informal term for an accumulation of mineralized material. ​ “ development stage issuer ” is an issuer that is engaged in the preparation of mineral reserves for extraction on at least one material property. ​ “ development stage property ” is a property that has mineral reserves disclosed, pursuant to S-K 1300, but no material extraction. ​ “ feasibility study ” is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of realistically assumed mining, processing, metallurgical, economic, marketing, legal, environmental, social and governmental considerations together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate at the time of reporting that extraction is reasonably justified or economically viable.
In addition to recurring health and safety considerations, we comply with relevant policies and regulations enacted by government and health agencies in the jurisdictions where we operate.
In addition, we comply with relevant policies and regulations enacted by regulatory agencies in the jurisdictions where we operate.
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 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 9 Table of Contents accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).
Forward-looking statements and forward-looking information have been based upon our current business and operating plans, as approved by the Board of Directors; our cash and other funding requirements and timing and sources thereof; results of preliminary feasibility and feasibility studies, the accuracy of mineral resource and reserve estimates and assumptions on which they are based; the results of economic assessments and exploration activities; current market conditions and project development plans.
Forward-looking statements and forward-looking information have been based upon a number of estimates and assumptions including material estimates and assumptions related to our current business and operating plans, as approved by the Board of Directors; our cash and other funding requirements and timing and sources thereof; results of pre-feasibility and feasibility studies, mineral resource and reserve estimates; initial assessments and exploration activities; advancements of the Company’s required permitting processes; our experience working with regulators; current market conditions and project development plans.
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.
Our policy is to conduct business in a way that safeguards public health and the environment.
By using contract mining and power generation, and construction practices commonly used in Australia, we believe there is opportunity to maintain high capital efficiency at this smaller initial project scale. Using a higher ore cutoff grade at the start is also expected to help maintain competitive cash costs.
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.
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. ​
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.
Vista does not currently generate cash flows from mining operations. The Company’s flagship asset is the Mt Todd gold project (“Mt Todd” or the “Project”) in Northern Territory, Australia (the “NT”). Mt Todd is among the largest development stage opportunities in Australia. All major operating and environmental permits necessary to initiate development of the Project are in place.
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”).
GAAP Financial Measures for additional disclosure. ​ The Mt Todd FS included reserve estimates pursuant to S-K 1300 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 the current market conditions at the time of the study. ​ In addition to the technical advancements of the Project in 2022 and 2023, Vista has all major operating and environmental permits necessary to initiate development of Mt Todd.
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.
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 and sacred sites. We are also subject to statutory requirements under the Mining Management Act, which includes the requirement to receive authorization of an MMP before the start of mining operations.
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.
These factors include risks such as: ​ Operating Risks ​ ● feasibility study results and the accuracy of estimates and assumptions on which they are based; ● mineral resource and reserve estimates, the accuracy of such estimates and the accuracy of sampling and subsequent assays and geologic interpretations on which they are based; ● technical and operational feasibility and the economic viability of deposits; ● our ability to raise sufficient capital on favorable terms or at all to meet the substantial capital investment at Mt Todd; ● our ability to obtain, renew or maintain the necessary licenses, authorizations and permits for Mt Todd, including its development plans and operating activities; ● market conditions supporting a decision to develop Mt Todd; ● delays in commencement of construction at Mt Todd; ● our reliance on third-party power generation for the construction and operation of Mt Todd; ● increased costs that affect our operations or our financial condition; ● delays or disruptions in supply chains; ● our reliance on third parties to fulfill their obligations under agreements with us; ● whether projects not managed by us will comply with our standards or meet our objectives; ● whether our acquisition, exploration and development activities, as well as the realization of the market value of our assets, will be commercially successful and whether any transactions we enter into will maximize the realization of the market value of our assets; ● the success of any future joint ventures, partnerships and other arrangements relating to our properties; ● perception of the potential environmental impact of Mt Todd; ● known and unknown environmental and reclamation liabilities, including reclamation requirements at Mt Todd; 12 Table of Contents ● potential challenges to the title to our mineral properties; ● opposition to construction or operation of Mt Todd; ● future water supply issues at Mt Todd; ● litigation or other legal claims; and ● environmental lawsuits.
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.
(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. (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.
(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.
The MMP was approved by the Northern Territory Department of Industry, Tourism and Trade (“DITT”) in June 2021 and is currently in the process of being amended to align with the larger-scale design in the Mt Todd FS.
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 Company periodically raises funds in the capital markets and considers alternative strategies to enhance its liquidity and deliver shareholder value. ​ In December 2023, Vista entered into a royalty agreement (the “Royalty Agreement”) with Wheaton Precious Metals (Cayman) Co., an affiliate of Wheaton Precious Metals Corp. (“Wheaton”), in relation to Mt Todd.
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.
Removed
In March 2024, we completed an updated feasibility study for Mt Todd in conjunction with our annual reporting of mineral resources and mineral reserves in this Annual Report on Form 10-K, as required under Item 1300 of Regulation S-K (“S-K 1300”) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). ​ Mt Todd benefits from its location in a leading mining jurisdiction and offers opportunities to add value through growth of mineral reserves, alternative development strategies, and other de-risking activities.
Added
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.
Removed
The Project offers strategic optionality through development as a large-scale project or as a smaller scale start-up with subsequent staged expansion. ​ In view of the scale of investment required to develop Mt Todd, we are evaluating alternatives that offer the potential to provide shareholders with greater financial returns and lower exposure to risk.
Added
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.
Removed
We continue to work with CIBC Capital Markets (“CIBC”) to identify and advance interest in Mt Todd and are focused on achieving a transaction that maximizes shareholder value. Potential strategic investors continue to show interest in Mt Todd and have provided positive feedback on the technical merits of the Project.
Added
A feasibility study for Mt Todd was completed in 2022, with material project costs and economic returns updated in 2024 (the “Mt Todd FS”).
Removed
However, interested parties continue to maintain a cautious approach to new, large-scale development projects and some have expressed interest in alternative development strategies at Mt Todd. Vista also considers possible corporate opportunities as a means to enhance our liquidity.
Added
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.
Removed
Pursuant to the terms of the Royalty Agreement, Vista granted Wheaton a royalty in the amount of 1% of gross revenue from the sale or disposition of minerals from the Project (the “Royalty”), subject to adjustments in certain circumstances.
Added
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.
Removed
As consideration for the Royalty, Wheaton agreed to provide Vista with $20 million to advance Mt Todd and for general corporate purposes, subject to certain conditions set forth in the Royalty Agreement. Wheaton has also been granted a right of first refusal on any royalties, streams or pre-pays pertaining to Mt Todd.
Added
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.
Removed
Vista received Royalty proceeds of $3 million in December 2023 and $7 million in February 2024.
Added
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.
Removed
The remaining Royalty proceeds totaling $10 million are expected to be received by the end of the second quarter 2024. ​ The Batman deposit at Mt Todd hosts proven and probable mineral reserves of 6.98 million ounces as reported in the March 2024 feasibility study (the “Mt Todd FS”). There are opportunities to add gold mineral resources through further drilling.
Added
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.
Removed
Exploration at Mt Todd has demonstrated additional growth targets immediately outside the Batman deposit along a 5.4 kilometer trend within the Company’s mining licenses and other precious and base metals prospects within the broader footprint of the Company’s exploration licenses. ​ In January 2024, the Company commenced a 6,000-7,000 meter drill program, with the focus to add shallow gold resources at the north end of the Batman deposit.
Added
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.
Removed
This drilling program is a condition of the Royalty Agreement. The objective of this program is to convert gold resources to gold reserves that can be included in the mine production schedule and project 2 Table of Contents cash flows.
Added
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.
Removed
If successful, management believes this will add substantial value to Mt Todd by improving cash flow as a result of a more constant production profile, reduced stripping, and increased mine life for all development scenarios.
Added
We expect Phase 1 drilling to result in an increase in mineral resources in the north end of the Batman deposit.
Removed
The proposed drilling is expected to have an all-in cost of approximately $2 million and to be completed by year end. ​ The Company plans to leverage the results of the drilling program and prior technical studies by advancing evaluations of staged development scenarios for Mt Todd.
Added
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.
Removed
Vista continues to evaluate the technical and economic merits of staged development scenarios with a focus on lower initial capital, strong gold production and cash flow profiles, while preserving the opportunity for subsequent staged development. In 2023, we completed an internal 5.2 million tonnes per annum (“tpa”), nominally 15,000 tpd, scoping study.
Added
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.
Removed
The scoping study demonstrated the economic merits of a smaller scale initial project but restricted the mine life to the 80 million tonne capacity of the existing tailings facility.
Added
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.
Removed
Additional evaluation is needed to incorporate staged development scenarios that improve resource utilization, mine life, and economic returns. ​ The Company published its inaugural Environmental, Social, and Governance report during the first quarter 2024. ​ The Company holds the exclusive right to develop Mt Todd through an agreement (the “NT Agreement”) with the Government of the Northern Territory, Australia (the “NT Government”).
Added
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.
Removed
The NT Agreement was extended during 2023 through December 31, 2029 with the option for an additional three-year extension. ​ A recent report of the NT Government’s Mineral Development Taskforce recommends simplifying and improving the competitiveness of the NT royalty scheme.
Added
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.
Removed
The Mineral Development Taskforce estimates that such changes, if enacted in legislation, will have significant positive economic impacts for Mt Todd and other mineral projects in the Northern Territory, and provide incentive for greater mining investment in the territory. ​ The Mt Todd FS contemplates a plant processing 50,000 tpd and demonstrates the underlying value potential of a large-scale gold project.
Added
(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
We acquire, explore, evaluate and advance gold exploration and potential development projects, which may lead to gold production or value-adding strategic transactions such as option agreements, leases to third parties, joint venture arrangements with other mining companies, or outright sales of assets. We reported no mining operating revenues during the years ended December 31, 2023 and 2022.
Added
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
The changes to the pit, tailing storage facilities, and waste rock dump designs have been referred to the NT EPA for its consideration as required under the Environmental Protection Act 2019.
Added
This represents a nearly 50% reduction in payable NT royalties compared to the Mt Todd FS and should result in improved project economics.
Removed
The NT EPA referral review has been suspended at our request while we respond to questions raised by the Aboriginal Areas Protection Authority regarding the increased area of the footprint of the new facilities. 5 Table of Contents ​ Environmental Regulation ​ Mt Todd is subject to various federal, territorial, and local laws and regulations governing protection of the environment.
Added
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.
Removed
Business and Industry ​ ● Our belief that our Working Capital as of December 31, 2023, the $7,000 received in February 2024 under the Royalty Agreement, and remaining proceeds expected from the Royalty, together with other potential future sources of financing and sales of non-core assets, will be sufficient to fund our currently planned corporate expenses; ● our belief that the ATM Program (as defined below) will provide additional financing flexibility at a low cost; ● the potential monetization of our non-core assets, including a royalty interest in the U.S. 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 to fund our 2024 activities from existing cash and cash equivalents and anticipated additional proceeds from its grant of the Royalty on Mt Todd, which is expected to provide total proceeds of $20,000; ● 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; 11 Table of Contents ● 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.
Added
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

34 edited+6 added−3 removed63 unchanged
Biggest changeWe have no history of paying cash dividends and we do not expect to be able to pay cash dividends or to make any similar distribution of cash or other assets in the foreseeable future, if at all. ​ A substantial or extended decline in gold prices would have a material adverse effect on the value of our assets and on our ability to raise capital and could result in lower than estimated economic returns. ​ The value of our assets, our ability to raise capital and our future economic returns are substantially dependent on the price of gold.
Biggest changeWe have no history of paying cash dividends and we do not expect to be able to pay cash dividends or to make any similar distribution of cash or other assets in the foreseeable future, if at all. ​ We depend on key personnel, the loss of which could have a material adverse effect on our business. ​ We are dependent on the services of key management personnel.
Results of any subsequent Mt Todd feasibility study may be less favorable than the current Mt Todd FS. ​ Mining companies are increasingly required to consider and provide benefits to the communities, regions, and countries in which they operate, and are subject to extensive environmental, health and safety laws and regulations. ​ As a result of public concern about the real or perceived detrimental effects of economic globalization, global climate impacts, and other adverse environmental effects resulting from the operation of extractive industries, businesses in general and the mining industry in particular face increasing public scrutiny of their activities.
Results of any subsequent Mt Todd feasibility study may be less favorable than the Mt Todd FS. ​ Mining companies are increasingly required to consider and provide benefits to the communities, regions, and countries in which they operate, and are subject to extensive environmental, health and safety laws and regulations. ​ As a result of public concern about the real or perceived detrimental effects of economic globalization, global climate impacts, and other adverse environmental effects resulting from the operation of extractive industries, businesses in general and the mining industry in particular face increasing public scrutiny of their activities.
Our ability to pay dividends will be subject to our future earnings, capital requirements and financial condition, as well as our compliance with covenants related to any future indebtedness and would only be declared in the discretion of our Board of Directors. ​ General Risks ​ We may experience cybersecurity breaches which may result in information theft, data corruption, operational disruption, disclosure of confidential business information, misdirected wire transfers, reputational harm, or financial loss. ​ Regular access to and security of information technology systems are critical to Vista’s operations.
Our ability to pay dividends will be subject to our future earnings, capital requirements and financial condition, as well as our compliance with covenants related to any future indebtedness and would only be declared in the discretion of our Board of Directors. ​ General Risks ​ We may experience cybersecurity breaches which may result in information theft, data corruption, operational disruption, disclosure of confidential business information, misdirected wire transfers, reputational harm, or financial loss. ​ Regular access to and security of information technology systems are critical to our operations.
Any one or a combination of these could result in liabilities for us and/or could adversely affect the value of the related project(s) and, by association, damage our reputation and consequently our ability to acquire or advance other projects and/or attract future Third Parties. ​ Our exploration and development interests are subject to evolving environmental regulations. ​ Our property and royalty interest are subject to environmental regulations.
Any one or a combination of these could result in liabilities for us and/or could adversely affect the value of the related project(s) and, by association, damage our reputation and consequently our ability to acquire or advance other projects and/or attract future Third Parties. ​ Our exploration and development interests are subject to evolving environmental regulations. ​ Our property and royalty interests are subject to environmental regulations.
The occurrence of events for which we are not insured adequately, or at all, could result in significant losses that could materially adversely affect our financial condition and our ability to fund our business. ​ Currency fluctuations may adversely affect our costs. ​ We have material property interests in Australia. Most costs in Australia are incurred in the local currency.
The occurrence of events for which we are not insured adequately, or at all, could result in significant losses that could materially adversely affect our financial condition and our ability to fund our business. ​ Currency fluctuations may adversely affect our costs. ​ Our material property interests are in Australia. Most costs in Australia are incurred in the local currency.
Any failure by us, or a company we acquire, to comply with such laws and regulations could result in reputational harm, loss of goodwill, penalties, liabilities, remediation costs, or mandated changes in our business practices. Each has the potential to materially impact our financial condition. ​
Any failure by us, or a company we acquire, to comply with such laws and regulations could result in reputational harm, loss of goodwill, penalties, liabilities, remediation costs, or mandated changes in our business practices, each of which has the potential to materially impact our financial condition. ​
Factors that could cause fluctuation in the price of our Common Shares may include, among other things: ​ ● changes in financial estimates by us or by any securities analysts who might cover our stock market performance; ● stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in the mining industry; ● speculation about our business in the press or the investment community; ● conditions or trends in our industry or the economy generally; ● decreases in the prices of gold; ● announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures; ● inability to find a development partner, investor or lender on acceptable terms for the development of Mt Todd; ● additions or departures of key personnel; ● loss of Common Share listing on the Toronto Stock Exchange (the “TSX”) or the NYSE American due to noncompliance with exchange listing standards; ● issuance of Common Shares by the Company; and 20 Table of Contents ● sales of our Common Shares , including sales by our directors, officers, or significant stockholders. ​ In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price.
Factors that could cause fluctuation in the price of our Common Shares may include, among other things: ​ ● changes in financial estimates by us or by any securities analysts who might cover our stock market performance; ● stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in the mining industry; ● speculation about our business in the press or the investment community; ● conditions or trends in our industry or the economy generally; ● decreases in the prices of gold; ● announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures; ● inability to find a development partner, investor or lender on acceptable terms for the development of Mt Todd; ● additions or departures of key personnel; ● loss of Common Share listing on the Toronto Stock Exchange (the “TSX”) or the NYSE American due to noncompliance with exchange listing standards; ● issuance of Common Shares by the Company; and ● sales of our Common Shares , including sales by our directors, officers, or significant stockholders. ​ In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price.
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 of Vista 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. ​ 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.
These conditions could result in the acquisition of a control position, or attempted acquisition of a control position in the Company at what we believe to be less than fair value. This could result in substantial costs to us and divert our management’s attention and resources.
These conditions could result in the acquisition of a control position, or attempted acquisition of a control position in the Company at what we believe to be less than fair value. This could result in substantial costs to us and divert management’s attention and resources.
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 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.
There can be no assurance that our defense of such claims would be successful. This could have a material adverse effect on our business prospects, results of operation, cash flows, financial condition, and corporate reputation. ​ We may have material undisclosed environmental liabilities of which we are not aware. ​ Vista has been engaged in gold exploration since 1983.
There can be no assurance that our defense of such claims would be successful. This could have a material adverse effect on our business prospects, results of operation, cash flows, financial condition, and corporate reputation. ​ We may have material undisclosed environmental liabilities of which we are not aware. ​ We have been engaged in gold exploration since 1983.
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.
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.
This could have a material adverse effect on our business prospects, results of operations, cash flows and financial condition. ​ We cannot be assured that we will have an adequate water supply for mining operations at Mt Todd. ​ Water at Mt Todd is expected to be provided from a freshwater reservoir that is fed by seasonal rains.
This could have a material adverse effect on our business prospects, results of operations, cash flows and financial condition. ​ We cannot be assured that we will have an adequate water supply for mining operations at Mt Todd. ​ Water at Mt Todd is expected to be provided from a freshwater reservoir that is fed by seasonal rainfall.
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.
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.
Currently, our property and royalty interests are subject to environmental laws and regulations in Australia and the U.S. ​ 15 Table of Contents 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, the release of hazardous substances or other waste material into the environment on or around our properties.
This could have the effect of increasing the amount of capital 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 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 the Company may be classified as a passive foreign investment company (“PFIC”) up to and including the taxable year ended December 31, 2023, 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, 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 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.
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.
Cyber risks cannot be fully mitigated, and these threats are continuing to evolve. Therefore, Vista cannot assure that its information technology systems are fully protected from cybercrime or that the systems will not be inadvertently compromised, or without failures or defects.
Cyber risks cannot be fully mitigated, and these threats are continuing to evolve. Therefore, we cannot assure that its information technology systems are fully protected from cybercrime or that the systems will not be inadvertently compromised, or without failures or defects.
Potential disruptions to Vista’s 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 the operations of Vista 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, 21 Table of Contents 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. ​ 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.
These thresholds reflect the levels of confidence that exist 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.
These 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.
If we cannot raise sufficient additional capital, we may be required to substantially reduce or cease operations, any of which may affect our ability to continue as a going concern. 17 Table of Contents ​ We face intense competition in the mining industry. ​ The mining industry is intensely competitive in all its phases.
If we cannot raise sufficient additional capital, we may be required to substantially reduce or cease operations, any of which may affect our ability to continue as a going concern. ​ We face intense competition in the mining industry. ​ The mining industry is intensely competitive in all its phases.
This paragraph is qualified in its entirety by the discussion below in “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Certain U.S. Federal Income Tax 18 Table of Contents Considerations for U.S.
This paragraph is qualified in its entirety by the discussion below in “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Certain U.S. Federal Income Tax Considerations for U.S.
These businesses are under pressure to demonstrate that as they seek to generate satisfactory returns on investment to shareholders, other stakeholders including employees, governments, Aboriginal peoples, communities surrounding operations, adjacent regions, and the countries in 19 Table of Contents which they operate, such constituencies benefit and will continue to benefit from their commercial activities.
These businesses are under pressure to demonstrate that as they seek to generate satisfactory returns on investment to shareholders, other stakeholders including employees, governments, Aboriginal peoples, communities surrounding operations, adjacent regions, and the countries in which they operate, such constituencies benefit and will continue to benefit from their commercial activities.
Insufficient rainfall, or drought-like conditions in the area feeding 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 is replenished.
In addition, costs are affected by the cost of capital, tax and royalty regimes, trade tariffs, the global cost of mining and processing equipment, commodity prices, and foreign exchange rates, as well as the costs of fuel, electricity, operating supplies, and appropriately skilled labor.
In addition, costs are and may be affected by the cost of capital, tax and royalty regimes, other royalties, trade tariffs, the global cost of mining and processing equipment, commodity prices, and foreign exchange rates, as well as the costs of fuel, electricity, operating supplies, and appropriately skilled labor.
The directors and officers of Vista are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and disclosure of conflicts of interest.
Our directors and officers are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and disclosure of conflicts of interest.
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. ​ There may be challenges to our title to our mineral properties.
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.
If there are title defects with respect to any of our properties, we may be required to compensate other persons or reduce or lose our interest in the affected property.
If there are title defects or challenges to our rights to use such titles as intended with respect to any of our properties, we may be required to compensate other persons or reduce or lose our interest in the affected property.
We finance our business activities principally by issuing equity. ​ We have incurred losses in all annual periods since 1998, except for the years ended December 31, 2011, during which we recorded non-cash net gains, December 31, 2015 during which we recorded gains related to research and development refunds, and December 31, 2020 during which we monetized certain mineral property interests.
We finance our business activities principally by issuing equity. ​ We have incurred losses in all annual periods since 1998, except for the years ended December 31, 2011, during which we recorded non-cash net gains, December 31, 2015 during which we recorded gains related to research and development refunds, December 31, 2020 during which we monetized certain mineral property interests, and December 31, 2024 when we recognized a gain associated with the grant of a royalty interest in mineral titles.
To Vista’s knowledge, it has not experienced any material losses relating to disruptions to its information technology systems. Vista has implemented policies, controls, and practices to manage and safeguard Vista and its stakeholders from internal and 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 22 Table of Contents external cybersecurity threats and to comply with changing legal requirements and industry practice.
At such time, we will be required to provide a bond or other surety in a form and amount satisfactory to the NT Government that would cover the prospective expense to reclaim the Mt Todd property.
At such time, we will be required to provide a bond or other surety in a form and amount satisfactory to the NT Government that would cover the estimated cost to reclaim the Mt Todd property. In addition, the regulatory authorities may increase reclamation and bonding requirements from time to time.
In addition, the regulatory authorities may increase reclamation and bonding requirements from time to time. 14 Table of Contents The satisfaction of these bonding requirements and continuing or future reclamation obligations will require a significant amount of capital.
The satisfaction of these bonding requirements and continuing or future reclamation obligations will require a significant amount of capital.
This type of litigation or other securities claims could result in substantial costs to us and divert our management’s attention and resources. ​ There may be limited liquidity for our Common Share warrants. There is no market through which our outstanding Common Share warrants may be sold.
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.
A completed acquisition could result in realized losses for shareholders of the Company. ​ 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). 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.
Removed
We expect to continue to 16 Table of Contents incur losses.
Added
The loss of any of these key personnel, if not replaced, could have a material adverse effect on our business and operations. Our future success will depend in part on our ability to identify, attract, engage, train and retain highly qualified personnel. Competition for these individuals is intense, and we may not succeed in identifying, attracting, or retaining qualified personnel.
Removed
It is not possible to predict the price at which the warrants will trade in any secondary market or whether such market will be liquid or illiquid. To the extent warrants are exercised, the number of warrants outstanding will decrease, resulting in diminished liquidity for such remaining outstanding warrants.
Added
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.
Removed
A decrease in the liquidity of the warrants may cause, in turn, an increase in the volatility associated with the price of the warrants. To the extent that the warrants become illiquid, an investor may have to exercise such warrants to realize value. Potential dilution.
Added
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.
Added
Further, such a loss could be negatively perceived in the capital markets. ​ A substantial or extended decline in gold prices would have a material adverse effect on the value of our assets and on our ability to raise capital and could result in lower than estimated economic returns. ​ The value of our assets, our ability to raise capital and our future economic returns are substantially dependent on the price of gold.
Added
A completed acquisition could result in realized losses for shareholders of the Company. ​ We expect to need additional financing in connection with the implementation of our business and strategic plans from time to time. ​ The exploration, construction, development and acquisition of mineral properties and the ongoing operation of our facilities requires a substantial amount of capital and may depend on our ability to obtain financing.
Added
We may accordingly need additional capital in order to take advantage of further opportunities. Our financial condition, general market conditions, volatile gold markets, volatile interest rates, a significant disruption to our business or operations, or other factors may make it difficult to secure financing.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

10 edited+0 added−1 removed3 unchanged
Biggest changeThe Company uses technology and control procedures designed to mitigate cybersecurity risks, with our management team working to monitor, identify, assess, and 22 Table of Contents respond to potential cybersecurity incidents that may threaten the Company. The system of controls also focuses on security awareness and training for employees and contractors with access to Company facilities or systems.
Biggest changeITEM 1C. CYBERSECURITY. ​ Description of Processes for Assessing, Identifying and Managing Cybersecurity Risks ​ Vista’s system of internal controls includes consideration of cybersecurity risks. The Company uses technology and control procedures designed to mitigate cybersecurity risks, with our management team working to monitor, identify, assess , and respond to potential cybersecurity incidents that may threaten the Company.
The full Board of Directors receives periodic briefings on selected risk matters, and is invited to participate in each Audit Committee meeting and, as such, provided with the same information presented to the Audit Committee. ​ No Previous Material Cybersecurity Threats ​ We are not aware of any previous cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company.
The Board of Directors receives periodic briefings on selected risk matters, and is invited to participate in each Audit Committee meeting and, as such, is provided with the same information presented to the Audit Committee . ​ No Previous Material Cybersecurity Threats ​ We are not aware of any previous cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company.
We periodically engage with third parties to assess our vulnerabilities and help us mitigate cybersecurity-related risks. ​ Management’s Role in Assessing and Managing Cybersecurity Risks ​ The Company’s chief executive officer (“CEO”) and chief financial officer (“CFO”) have primary responsible for cybersecurity risk management and the implementation of processes for identifying, assessing, and managing material risks from cybersecurity threats.
We periodically engage with third parties to assess our vulnerabilities and help us mitigate cybersecurity-related risks. ​ Management’s Role in Assessing and Managing Cybersecurity Risks ​ The Company’s chief executive officer (“CEO”) and chief financial officer (“CFO”) have primary responsibility for cybersecurity risk management and the implementation of processes for identifying, assessing, and managing material risks from cybersecurity threats.
This may include modification of internal control procedures, adoption of technology solutions, and testing of specific elements of the system of controls. ​ Board of Director’s Oversight of Risks from Cybersecurity ​ Management, under supervision of the Company’s CEO and CFO, has developed a system of internal controls that identifies risks to the Company, designed controls intended to reduce risks to an appropriately low level, implemented control procedures, and subsequently tested such control procedures.
This may include modification of internal control procedures, adoption of technology solutions, and testing of specific elements of the system of controls. ​ Board of Directors’ Oversight of Risks from Cybersecurity ​ Management, under supervision of the CEO and CFO, has developed a system of internal controls that identifies risks to the Company, designed controls intended to reduce risks to an appropriately low level, implemented control procedures, and subsequently tested such control procedures.
Officers of the Company and its Australian subsidiary review, at least quarterly, developments relevant to the Company’s cybersecurity control environment. This group of officers has experience managing public companies and overseeing internal controls associated with cybersecurity. Additional support for IT general controls and specific cybersecurity matters is provided to the Company through third-party IT specialists.
Officers of the Company and its Australian subsidiary review, at least quarterly, developments relevant to the Company’s cybersecurity control environment. This group of officers has experience managing public companies and overseeing internal controls associated with cybersecurity. Additional support for information technology (“IT”) general controls and specific cybersecurity matters is provided to the Company through third-party IT specialists.
Per the Company’s policies, including its Disclosure Policy and Code of Business Conduct and Ethics, cybersecurity incidents are to be immediately reported to the Vista management team for resolution. Information technology general controls, including controls to mitigate cybersecurity risks, are considered by management during their assessment of the Company’s design and effectiveness of internal controls over financial reporting.
In accordance with the Company’s policies, including its Disclosure Policy and Code of Business Conduct and Ethics, cybersecurity incidents are to be immediately reported to the Vista management team for resolution. Information technology general controls, including controls to mitigate cybersecurity risks, are considered by management during their assessment of the Company’s design and effectiveness of internal controls over financial reporting.
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.
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.
Vista maintains technology and non-technology-based system controls, a data backup program, and disaster recovery testing to mitigate these risks. ​ Our cybersecurity controls also follow defense in depth principles, which aim to implement various layered access control, detection, prevention, and response measures.
Cybersecurity risks for Vista include the potential for financial loss, loss of data, and business interruption. Vista maintains technology and non-technology-based system controls, a data backup program, and disaster recovery testing to mitigate these risks. ​ Our cybersecurity controls also follow defense in depth principles, which aim to implement various layered access control, detection, prevention, and response measures.
Risk Factors” for additional information about the risks to our business associated with a breach or compromise to our information technology systems. ​ 23 Table of Contents
Risk Factors” for additional information about the risks to our business associated with a breach or compromise to our IT 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. Cybersecurity risks for Vista include the potential for financial loss, loss of data, and business interruption.
The 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 .
Removed
ITEM 1C. CYBERSECURITY. ​ Description of Processes for Assessing, Identifying and Managing Cybersecurity Risks ​ Vista’s system of internal controls includes consideration of cybersecurity risks.

Item 2. Properties

Properties — owned and leased real estate

88 edited+10 added−11 removed97 unchanged
Biggest changeSurface 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. ​ ​ Project Stage ​ The Mt Todd gold project is a development stage property with proven and probable mineral reserves. ​ 25 Table of Contents Feasibility Study Results ​ The Mt Todd FS evaluates a 50,000 tpd project (“50,000 tpd Project”) that optimizes payable gold, capital efficiency, operating costs and net present value (“NPV”). ​ The 50,000 tpd Project highlights include: ● estimated proven and probable mineral reserves of 6.98 million ounces of gold (280 Mt at 0.77 g Au/t) using a gold price of $1,500 for the 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 the 16-year mine life, 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) ; ● a 16-year operating life; ● 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; ● 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; and ● after-tax NPV 5% of $1.78 billion and IRR of 27.9% at a price of $2,100 per ounce of gold and an AUD:USD exchange rate of 0.69 based on the Gold Price and Foreign Exchange Sensitivity Table below. ​ (1) Note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 and CIM Definition Standards.
Biggest changeSurface 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.
Scharnhorst, P.E., LEED AP; and Keith Thompson, CPG, member AIPG, each of whom is a qualified person under S-K 1300 and NI 43-101. ​ The following description of Mt Todd has been derived, in part, from the Mt Todd FS and readers should consult the Mt Todd FS to obtain further particulars regarding Mt Todd.
Scharnhorst, P.E., LEED AP; and Keith Thompson, CPG, member AIPG, each of whom is a qualified person under S-K 1300 and NI 43-101. ​ The following description of Mt Todd has been derived, in part, from the Mt Todd FS. Readers should consult the Mt Todd FS to obtain further particulars regarding Mt Todd.
The study assumes the equipment will be sold when retired from operations, at an estimated salvage value of $24 million. Fleet operators, along with other employees, are expected to be community based, providing benefits by lower camp-related capital and operating costs. Mining equipment would be maintained through a full maintenance and repair contract with the manufacturer’s authorized dealer.
The study assumes the mining equipment will be sold when retired from operations, at an estimated salvage value of $24 million. Fleet operators, along with other employees, are expected to be community based, providing benefits by lower camp-related capital and operating costs. Mining equipment would be maintained through a full maintenance and repair contract with the manufacturer’s authorized dealer.
In addition, Katherine offers the necessary support functions that are typically found in a medium-sized city with regard to supplies, accommodations, communications, etc. ​ Planned infrastructure for the site includes the following: ● ammonium nitrate and fuel oil facility; ● mine support facilities (heavy vehicle workshop, lube farm, washdown and tire change, warehouse, fuel farm, mining offices, core storage facility); ● small accommodation camp for occasional contractor use; ● water treatment plant; ● power supply; ● pit dewatering; ● mine services; ● communications; ● gatehouse; and ● expanded existing and additional tailings storage facility. ​ Geological Setting, Mineralization, and Deposit Type ​ Mt Todd is situated within the southeastern portion of the Early Proterozoic Pine Creek Geosyncline.
In addition, Katherine offers the necessary support functions that are typically found in a medium-sized city with regard to supplies, accommodations, communications, etc. ​ Planned infrastructure for the site includes the following: ● ammonium nitrate and fuel oil facility; ● mine support facilities (heavy vehicle workshop, lube farm, washdown and tire change, warehouse, fuel farm, mining offices, core storage facility); ● small accommodation camp for occasional contractor use; ● water treatment plant; ● power supply; ● pit dewatering; ● mine services; ● communications; ● gatehouse; and ● expanded existing and additional tailings storage facilities. ​ Geological Setting, Mineralization, and Deposit Type ​ Mt Todd is situated within the southeastern portion of the Early Proterozoic Pine Creek Geosyncline.
These results ranged between 71 and 91% with the average being 82.2% for this material when processed through the proposed CIP flowsheet. ​ The Mt Todd FS assumes that the existing heap leach pad will be left in place and processed through the mill at the end of mine life.
These results ranged between 71 and 91% with the average being 82.2% for this material when processed through the proposed CIP flowsheet. ​ The Mt Todd FS assumes that the existing heap leach pad will be left in place and processed through the mill at the end of life of mine.
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 mine life in compliance with the EIS and EPBC requirements.
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.
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. ​ 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 mine life. ​ 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. ​ 45 Table of Contents 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.
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.
Existing mining infrastructure items include: ​ ● a tailings storage facility with capacity for approximately 80 million tonnes of additional material; ● a fresh water storage reservoir that 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; ● a natural gas pipeline at site that can supply sufficient natural gas to meet the Project’s energy requirements which, coupled with the planned third-party-operated power generating plant, would save considerably on Project operating costs compared to grid-supplied power; ● a paved road to site; and ● current electrical connection to the NT electric grid. ​ In addition, we expect reduced earthworks costs due to the process plant location being the same as the previous process plant, which was cleared and graded at the time of original construction. ​ Other benefits of Mt Todd’s location in the NT include: ​ ● the Stuart highway – the main North / South highway in the NT is less than 10 kilometers from the Project site; ● rail line parallel to the Stuart highway; and ● the regional center of Katherine (population approximately 12,000) 56 kilometers from site and the NT capital of Darwin approximately 290 kilometers from the Project site, which has port access. ​ The area has both historical and current mining activity and therefore a portion of the skilled workforce should be able to be sourced locally.
Existing mining infrastructure items include: ​ ● a tailings storage facility with capacity for approximately 80 million tonnes of additional material; ● a fresh water storage reservoir that 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; ● a natural gas pipeline at site that can supply sufficient natural gas to meet the Project’s energy requirements which, coupled with the planned third-party-operated power generating plant, would save considerably on Project operating costs compared to grid-supplied power; ● a paved road to site; and ● current electrical connection to the NT electric grid. ​ In addition, we expect reduced earthworks costs due to the process plant location being in the same general area as the previous process plant, which was cleared and graded at the time of original construction. ​ Other benefits of Mt Todd’s location in the NT include: ​ ● the Stuart highway – the main North / South highway in the NT is less than 10 kilometers from the Project site; ● rail line parallel to the Stuart highway; and ● the regional center of Katherine, with a population of approximately 12,000, is located 56 kilometers from the Project site and the NT capital of Darwin approximately 290 kilometers from the Project site, which has port access. ​ The area has both historical and current mining activity and therefore a portion of the skilled workforce should be able to be sourced locally.
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 Phase I, 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. ​ 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.
Subsequently, high reagent consumption, as a result of cyanide soluble copper minerals, further hindered efforts to reach design gold production. Operating costs were above those predicted in the feasibility study. The spot price of gold deteriorated from above USD$400 in early 1996 to below USD$300 per ounce at the end of 1997.
Subsequently, high reagent consumption, as a result of cyanide soluble copper minerals, further hindered efforts to reach design gold production. Operating costs were above those predicted in the feasibility study. The spot price of gold deteriorated from above $400 in early 1996 to below $300 per ounce at the end of 1997.
There have been no changes in the mineral reserve estimates since December 31, 2022 because the Company and the relevant qualified persons determined that the same material assumptions and criteria continued to apply as of December 31, 2023, including that the Company used a cutoff grade higher than the economic cutoff grade such that any intervening changes in the underlying economic assumptions were not material and did not require use of a cutoff grade greater than 0.35 g Au/t for mineral reserve estimation purposes. ● The effective date of the mineral reserve estimates under the requirements of NI 43-101 is December 31, 2023.
There have been no changes in the mineral reserve estimates since December 31, 2023 because the Company and the relevant qualified persons determined that the same material assumptions and criteria continued to apply as of December 31, 2024, including that the Company used a cutoff grade higher than the economic cutoff grade such that any intervening changes in the underlying economic assumptions were not material and did not require use of a cutoff grade greater than 0.35 g Au/t for mineral reserve estimation purposes. ● The effective date of the mineral reserve estimates under the requirements of NI 43-101 is December 31, 2024.
There have been no changes in the mineral resource estimates since December 31, 2022 because upon review the Company and the relevant qualified persons determined that the same material assumptions and estimates, including all economic parameters for resource estimation purposes, continued to apply as of December 31, 2023. ● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resource estimates under the requirements of NI 43-101 is December 31, 2023. ● Mineral resources that are not mineral reserves have no demonstrated economic viability and do not meet all relevant modifying factors.
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.
Differences between Batman and Quigleys mining and metallurgical parameters are due to their individual geologic and engineering characteristics. ● Rex Bryan of Tetra Tech, Inc. is the QP responsible for the Statement of Mineral Resources for the Batman, Heap Leach Pad and Quigleys deposits. ● Thomas Dyer of RESPEC is the QP responsible for developing the resource Whittle TM pit shell for the Batman Deposit. ● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resources estimates under the requirements of SK-1300 is December 31, 2023.
Differences between Batman and Quigleys mining and metallurgical parameters are due to their individual geologic and engineering characteristics. ● Rex Bryan of Tetra Tech, Inc. is the QP responsible for the Statement of Mineral Resources for the Batman, Heap Leach Pad and Quigleys deposits. ● Thomas Dyer of RESPEC is the QP responsible for developing the resource Whittle TM pit shell for the Batman Deposit. ● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resources estimates under the requirements of SK-1300 is December 31, 2024.
The modified agreement provides the Jawoyn Association with a gross proceeds royalty (“GPR”) ranging between 0.125% and 2.0%, depending on prevailing gold prices and foreign exchange rates, instead of its previous right to become a 10% participating joint venture partner in Mt Todd (“Jawoyn Royalty”). The modified agreement did not affect the previously agreed 1.0% GPR.
The modified agreement provides the Jawoyn Association with a gross proceeds royalty (“GPR”) ranging between 0.125% and 2.0%, depending on prevailing gold prices and foreign exchange rates, instead of its previous right to become a 10% participating joint venture partner in Mt Todd. The modified agreement did not affect the previously agreed 1.0% GPR.
All of these 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) and sealed.
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.
Any future mining will require sufficient surety bonding to fund mine closure. 33 Table of Contents ​ Infrastructure ​ Because Mt Todd was an operating mine, infrastructure exists that reduces initial capital expenditure and significantly reduces capital risk related to infrastructure construction, which has been a major source of capital cost overruns in the mining industry over the last decade.
Any future mining will require sufficient surety bonding to fund mine closure. 34 Table of Contents ​ Infrastructure ​ Because Mt Todd was an operating mine, infrastructure exists that reduces initial capital expenditure and significantly reduces capital risk related to infrastructure construction, which has been a major source of capital cost overruns in the mining industry over the last decade.
The treatment rate was subsequently expanded to a rate of 6 Mtpy in late 1994. ​ Based on our review of the historical project files, we believe that approximately 21.4 million tonnes grading 1.05 grams gold per tonne and containing 723,795 ounces of gold were extracted between 1993 and the termination of mining in 2000.
The treatment rate was subsequently expanded to a rate of 6 million tpa in late 1994. ​ Based on our review of the historical project files, we believe that approximately 21.4 million tonnes grading 1.05 grams gold per tonne and containing 723,795 ounces of gold were extracted between 1993 and the termination of mining in 2000.
Todd is in the development stage. ​ The tables below show the resource classification criteria and variogram parameters for the Batman resource model. 31 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.
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.
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 Mtpy was achieved by mid-1997; however, problems with the flotation circuit which resulted in reduced recoveries necessitated closure of this circuit.
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.
Two 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. 35 Table of Contents ​ The Arafura Mining Corporation, CRA Exploration, and Marriaz Pty Ltd all explored the Mt Todd area at different times between 1975 and 1983.
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.
The latter agreement was extended during 2017 through the end of 2023 and further extended during 2023 through December 31, 2029 with the option for an additional three-year extension. ​ Total land holdings controlled by Vista Gold Australia are approximately 1,637 Km 2 .
The latter agreement was extended in 2017 through the end of 2023 and further extended in 2023 through December 31, 2029 with the option for an additional three-year extension. ​ Total land holdings controlled by Vista Gold Australia are approximately 1,637 Km 2 .
This test work has also confirmed a cyanide consumption rate of 0.88 kg per tonne. ​ Our recovery plant design utilizing a conventional, industry-proven, CIP circuit remains unchanged. ​ Existing Heap Leach Pad ​ In addition to analysis of freshly-mined material from the Batman deposit, Vista has analyzed the potential to process nearly 13.4 million tonnes of material from the existing heap leach pad at Mt Todd.
This test work has also confirmed a cyanide consumption rate of 0.88 kg per tonne. ​ 48 Table of Contents Our recovery plant design utilizing a conventional, industry-proven, CIP circuit remains unchanged. ​ Existing Heap Leach Pad ​ In addition to analysis of freshly-mined material from the Batman deposit, Vista has analyzed the potential to process nearly 13.4 million tonnes of material from the existing heap leach pad at Mt Todd.
Most Vista drilling has been oriented so as to transect the higher-grade mineralized zone. ​ While there are random high-grade intercepts outside of the core, the majority of higher-grade mineralization resides in the core zone of the deposit. ​ Quigleys ​ The table below shows the Quigleys Deposit drilling history.
Most Vista drilling has been oriented so as to transect the higher-grade mineralized zone. ​ While there are random high-grade intercepts outside of the core zone, the majority of higher-grade mineralization resides in the core zone of the deposit. 40 Table of Contents ​ Quigleys ​ The table below shows the Quigleys Deposit drilling history.
Standard reference material was sourced from Ore Research & Exploration Pty Ltd and provided in 60 g sealed packets. When a sequence of five samples was completed, they were placed in a shipping bag and closed with a zip tie.
Standard reference material was sourced from Ore Research & Exploration Pty Ltd and provided in 60 g sealed packets. When a sequence of four samples was completed, they were placed in a shipping bag and closed with a zip tie.
Overall, this approach is expected to produce lower operating costs compared to contract mining. ​ The Mt Todd FS utilizes the efficiency of ore sorting across a broad range of head grades, the natural concentration of gold in the screen undersize material prior to sorting, the efficiency of fine grinding and the resulting improved gold recoveries at a final grind size of P 80 40 µm, and the selection of FLSmidth’s VXP mill (“VXP Mills”) as the preferred fine grinding mill. ​ The 50,000 tpd Project incorporates purchasing electrical power from a third-party.
Overall, this approach is expected to produce lower operating costs compared to contract mining. ​ The Mt Todd FS utilizes the efficiency of ore sorting across a broad range of head grades, the natural concentration of gold in the screen undersize material prior to sorting, the efficiency of fine grinding and the resulting improved gold recoveries at a final grind size of P 80 40 µm, and the selection of FLSmidth’s VXP mill (“VXP Mills”) as the preferred fine grinding mill. ​ The Mt Todd FS incorporates purchasing electrical power from a third-party.
Total recovered gold is expected to be 6.31 million ounces. Average annual gold production over the life of the Project is expected to be 395,000 ounces, which includes averaging 479,000 ounces during the first seven years of commercial operations.
Total recovered gold is expected to be 6.31 million ounces. Average annual gold production over the life of mine is expected to be 395,000 ounces, which includes averaging 479,000 ounces during the first seven years of commercial operations.
Ore is planned to be processed in a comminution circuit consisting of large-scale equipment, 44 Table of Contents including: a gyratory crusher, cone crushers, high pressure grinding roll (“HPGR”) crushers followed by X-ray transmission (“XRT”) and laser sorting, and primary ball mills, followed by VXP Mills, as discussed in greater detail below.
Ore is planned to be processed in a comminution circuit consisting of large-scale equipment, including: a gyratory crusher, cone crushers, high pressure grinding roll (“HPGR”) crushers followed by X-ray transmission (“XRT”) and laser sorting, and primary ball mills, followed by VXP Mills, as discussed in greater detail below.
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 interbedded greywackes, siltstones, and shales of turbidite affinity, which are interspersed with minor volcanics.
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.
The improvement in mill feed grade is expected to be approximately 8%, resulting in run-of-mine average mill feed grade of 0.84 g Au/t compared to the life-of-mine Batman Pit mineral reserve grade of 0.79 g Au/t. 46 Table of Contents Gold Recoveries ​ We evaluated gold recoveries using two-stage grinding and a finer product size.
The improvement in mill feed grade is expected to be approximately 8%, resulting in run-of-mine average mill feed grade of 0.84 g Au/t compared to the life-of-mine Batman Pit mineral reserve grade of 0.79 g Au/t. Gold Recoveries ​ We evaluated gold recoveries using two-stage grinding and a finer product size.
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 ​ 41 Table of Contents 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.
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.
The XRT rejects were then subjected to laser sorting to produce a final reject. All material (minus 5/8” HPGR crushed, XRT product, laser product and sorting reject) was sent to the metallurgical laboratory of Resource Development Inc. in Wheat Ridge, Colorado for subsequent sample preparation, assaying and additional metallurgical testing.
The XRT rejects were then subjected to laser sorting to produce a final reject. All material (minus 5/8” HPGR crushed, XRT product, laser product and sorting reject) was sent to the metallurgical laboratory of Resource Development Inc. (now Forte Dynamics Laboratory) in Wheat Ridge, Colorado for subsequent sample preparation, assaying and additional metallurgical testing.
The combined GPR 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.
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.
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 39 Table of Contents core. This orientation more accurately transects the true thickness of the mineralization.
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.
The shaded portion of the table highlights the impact of ore sorting which reduces the tonnage processed by 10%, increases the processed grade by a similar percentage, and results in cost savings in the grinding, leaching and tailings handling. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Pit Ore Mined (kt) Waste Mined (kt) Ore Crushed (kt) Crushed Grade (g/t) Contained Ounces (kozs) Ore to CIP (Post Sorting) (kt) CIP Grade (g/t) Contained Ounces (kozs) Gold Produced (kozs) Recovery (%) ​ (1) 7,188 14,066 0 0 0 0 0.00 0 0 0 ​ 1 † 18,216 25,904 12,334 1.10 436 11,100 1.21 431 399 92.6% ​ 2 30,578 38,623 17,750 0.88 503 15,975 0.97 497 458 92.1% ​ 3 19,696 63,199 17,750 1.04 594 15,975 1.14 587 542 92.5% ​ 4 15,218 69,774 17,799 0.66 378 16,019 0.73 373 341 91.3% ​ 5 27,591 66,264 17,750 0.79 451 15,975 0.87 445 408 91.7% ​ 6 25,499 74,510 17,823 1.03 591 16,041 1.13 583 539 92.4% ​ 7 13,229 77,291 17,750 0.97 554 15,975 1.06 546 504 92.3% ​ 8 7,779 71,277 17,774 0.69 392 15,997 0.75 386 352 91.2% ​ 9 13,866 59,499 17,774 0.52 295 15,997 0.57 291 261 89.8% ​ 10 14,523 50,082 17,750 0.55 312 15,975 0.60 308 277 90.1% ​ 11 20,830 40,490 17,750 0.61 347 15,975 0.67 343 311 90.7% ​ 12 18,523 13,685 17,774 0.72 410 15,997 0.79 404 370 91.4% ​ 13 11,307 4,388 17,774 0.76 433 15,997 0.83 428 391 91.6% ​ 14 13,829 1,866 17,750 0.79 448 15,975 0.86 442 406 91.7% ​ 15 9,149 412 17,750 0.78 446 16,120 0.85 440 403 91.6% ​ 16 ‡ 0 0 16,710 0.64 344 15,968 0.66 341 310 90.7% ​ 17 ‡ 0 0 2,612 0.54 45 2,612 0.54 45 41 89.8% ​ Total 267,021 671,331 280,375 0.77 6,979 253,673 0.84 6,891 6,313 91.6% ​ Note: Amounts may not add due to rounding. † Six-month startup and commissioning period ahead of full production ‡ Total milled ore includes material from the existing heap leach pad that is processed in years 16 and 17. ​ 29 Table of Contents Mineral Resources and Mineral Reserves Estimates ​ The mineral resources and mineral reserves reported in this section were prepared in accordance with both S-K 1300 standards and CIM Definition Standards.
The effects of reducing post-sorting tonnes and increasing grade results in capital and operating cost savings in the grinding, leaching and tailings handling areas. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Pit Ore Mined (kt) Waste Mined (kt) Ore Crushed (kt) Crushed Grade (g/t) Contained Ounces (kozs) Ore to CIP (Post Sorting) (kt) CIP Grade (g/t) Contained Ounces (kozs) Gold Produced (kozs) Recovery (%) ​ (1) 7,188 14,066 0 0 0 0 0.00 0 0 0 ​ 1 † 18,216 25,904 12,334 1.10 436 11,100 1.21 431 399 92.6% ​ 2 30,578 38,623 17,750 0.88 503 15,975 0.97 497 458 92.1% ​ 3 19,696 63,199 17,750 1.04 594 15,975 1.14 587 542 92.5% ​ 4 15,218 69,774 17,799 0.66 378 16,019 0.73 373 341 91.3% ​ 5 27,591 66,264 17,750 0.79 451 15,975 0.87 445 408 91.7% ​ 6 25,499 74,510 17,823 1.03 591 16,041 1.13 583 539 92.4% ​ 7 13,229 77,291 17,750 0.97 554 15,975 1.06 546 504 92.3% ​ 8 7,779 71,277 17,774 0.69 392 15,997 0.75 386 352 91.2% ​ 9 13,866 59,499 17,774 0.52 295 15,997 0.57 291 261 89.8% ​ 10 14,523 50,082 17,750 0.55 312 15,975 0.60 308 277 90.1% ​ 11 20,830 40,490 17,750 0.61 347 15,975 0.67 343 311 90.7% ​ 12 18,523 13,685 17,774 0.72 410 15,997 0.79 404 370 91.4% ​ 13 11,307 4,388 17,774 0.76 433 15,997 0.83 428 391 91.6% ​ 14 13,829 1,866 17,750 0.79 448 15,975 0.86 442 406 91.7% ​ 15 9,149 412 17,750 0.78 446 16,120 0.85 440 403 91.6% ​ 16 ‡ 0 0 16,710 0.64 344 15,968 0.66 341 310 90.7% ​ 17 ‡ 0 0 2,612 0.54 45 2,612 0.54 45 41 89.8% ​ Total 267,021 671,331 280,375 0.77 6,979 253,673 0.84 6,891 6,313 91.6% ​ Note: Amounts may not add due to rounding. † Six-month startup and commissioning period ahead of full production 30 Table of Contents ‡ Total milled ore includes material from the existing heap leach pad that is processed in years 16 and 17. ​ Mineral Resources and Mineral Reserves Estimates ​ The mineral resources and mineral reserves reported in this section were prepared in accordance with both S-K 1300 standards and CIM Definition Standards.
The 34 Table of Contents 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 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 core handling crew was recruited locally. ​ Facilities for the core processing included an enclosed core logging shed and a covered cutting and storage area that was fenced in.
When possible, the core handling crew was recruited locally. ​ Facilities for the core processing included an enclosed core logging shed and a covered cutting and storage area that was fenced in.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-U.S. GAAP Financial Measures for additional disclosure. ​ The Mt Todd FS contemplates an owner-operated mining fleet at initial capital of $100 million and sustaining capital of $620 million, inclusive of contingency.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-U.S. GAAP Financial Measures for additional disclosure. ​ The Mt Todd FS contemplates an owner-operated mining fleet with an initial capital cost of $100 million and sustaining capital of $620 million, inclusive of contingency.
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 have the meanings ascribed to them in the Mt Todd FS. ​ 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.
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.
This ultimately is expected to reduce the scope of reclamation of the heap leach pad to the pad liner and regrading only. ​ Permitting ​ During September 2014, the EIS was approved.
This ultimately is expected to reduce the scope of reclamation of the heap leach pad to the pad liner and regrading only. ​ Permitting ​ In September 2014, the EIS was approved.
GAAP Financial Measures for additional disclosure. ​ 26 Table of Contents The following chart presents the 50,000 tpd Project annual cash flow using $1,800/oz gold and an A$1.00:$0.69 exchange rate: ​ ​ The following table provides additional details of the 50,000 tpd Project economics at variable gold price and foreign exchange assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gold Price and Foreign Exchange Rate Sensitivity Table ($ Billions) Foreign Gold Price Exchange Rate $1,400 $1,500 $1,600 $1,700 $1,800 $1,900 $2,000 $2,100 $2,200 ($/A$) NPV 5% IRR (%) NPV 5% IRR (%) NPV 5% IRR (%) NPV 5% IRR (%) NPV 5% IRR (%) NPV 5% IRR (%) NPV 5% IRR (%) NPV 5% IRR (%) NPV 5% IRR (%) 0.66 $0.3 9.8 $0.5 13.0 $0.8 16.1 $1.0 19.1 $1.2 22.0 $1.4 24.6 $1.7 27.2 $1.9 29.6 $2.1 32.1 0.69 $0.2 8.1 $0.4 11.4 $0.7 14.6 $0.9 17.5 $1.1† 20.4† $1.3 22.9 $1.6 25.5 $1.8 27.9 $2.0 30.3 0.72 $0.1 6.6 $0.3 9.9 $0.6 13.1 $0.8 15.9 $1.0 18.8 $1.3 21.3 $1.5 23.9 $1.7 26.2 $1.9 28.6 † Reflects the assumptions used for the economic analysis in the Mt Todd FS. ​ 27 Table of Contents Key capital expenditures for the 50,000 tpd Project initial and sustaining capital requirements are: ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital Expenditures ($ Millions, except per ounce amount) Initial Sustaining ​ ​ Capital ​ Capital Mining ​ $ 94 ​ $ 584 ​ Process Plant ​ ​ 561 ​ ​ 33 ​ Project Services ​ ​ 57 ​ ​ 86 ​ Project Infrastructure ​ ​ 49 ​ ​ 8 ​ Site Establishment & Early Works ​ ​ 27 ​ ​ — ​ Management, Engineering, EPCM Services ​ ​ 111 ​ ​ — ​ Preproduction Costs ​ ​ 31 ​ ​ — ​ Contingency ​ ​ 99 ​ ​ 48 ​ Sub-Total ​ $ 1,030 ​ $ 759 ​ Asset Sale and Salvage ​ ​ — ​ ​ (43) ​ Total Capital ​ $ 1,030 ​ $ 716 (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Capital per Payable Ounce of Gold (2) ​ $ 163 ​ $ 113 (1) ​ ​ Note: Amounts may not add to total due to rounding.
GAAP Financial Measures for additional disclosure. ​ 27 Table of Contents The following chart presents the Mt Todd FS annual after-tax cash flows using $1,800/oz gold and an AUD:USD exchange rate of 0.69: ​ ​ The following table provides additional details of the Mt Todd FS economics at variable gold price per ounce and foreign exchange assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gold Price and Foreign Exchange Rate Sensitivity Table ($ Billions) Foreign Gold Price Exchange Rate $1,400 $1,500 $1,600 $1,700 $1,800 $1,900 $2,000 $2,100 $2,200 ($/A$) NPV 5% IRR (%) NPV 5% IRR (%) NPV 5% IRR (%) NPV 5% IRR (%) NPV 5% IRR (%) NPV 5% IRR (%) NPV 5% IRR (%) NPV 5% IRR (%) NPV 5% IRR (%) 0.63 $0.4 11.4 $0.6 14.7 $0.9 17.8 $1.1 20.9 $1.3 23.7 $1.5 26.4 $1.8 29.0 $2.0 31.5 $2.2 34.0 0.66 $0.3 9.8 $0.5 13.0 $0.8 16.1 $1.0 19.1 $1.2 22.0 $1.4 24.6 $1.7 27.2 $1.9 29.6 $2.1 32.1 0.69 $0.2 8.1 $0.4 11.4 $0.7 14.6 $0.9 17.5 $1.1† 20.4† $1.3 22.9 $1.6 25.5 $1.8 27.9 $2.0 30.3 0.72 $0.1 6.6 $0.3 9.9 $0.6 13.1 $0.8 15.9 $1.0 18.8 $1.3 21.3 $1.5 23.9 $1.7 26.2 $1.9 28.6 0.75 $0.0 5.0 $0.2 8.4 $0.5 11.6 $0.7 14.5 $0.9 17.2 $1.2 19.8 $1.4 22.3 $1.6 24.6 $1.8 27.0 † Reflects the assumptions used for the economic analysis in the Mt Todd FS. ​ 28 Table of Contents Key capital expenditures for the Mt Todd FS initial and sustaining capital requirements are: ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital Expenditures ($ Millions, except per ounce amounts) Initial Sustaining ​ ​ Capital ​ Capital Mining ​ $ 94 ​ $ 584 ​ Process Plant ​ ​ 561 ​ ​ 33 ​ Project Services ​ ​ 57 ​ ​ 86 ​ Project Infrastructure ​ ​ 49 ​ ​ 8 ​ Site Establishment & Early Works ​ ​ 27 ​ ​ — ​ Management, Engineering, EPCM Services ​ ​ 111 ​ ​ — ​ Preproduction Costs ​ ​ 31 ​ ​ — ​ Contingency ​ ​ 99 ​ ​ 48 ​ Sub-Total ​ $ 1,030 ​ $ 759 ​ Asset Sale and Salvage ​ ​ — ​ ​ (43) ​ Total Capital ​ $ 1,030 ​ $ 716 (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Capital per Payable Ounce of Gold (2) ​ $ 163 ​ $ 113 (1) ​ ​ Note: Amounts may not add to total due to rounding.
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. ● 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 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.
The feasibility study was conducted by a joint venture between Bateman Kinhill and Kilborne (“BKK”) and was completed in June 1995. ​ 36 Table of Contents 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 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 Mt Todd FS is available for review at www.sec.gov and under our profile at www.sedar.com.
The Mt Todd FS is available for review at www.sec.gov and under our profile at www.sedarplus.com.
The NT EPA Assessment Report includes 28 recommendations which are addressed as part of the MMP. ​ 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 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.
Vista’s drilling discovered a larger Batman Deposit resource by probing deeper with diamond drilling averaging 550 meters in depth. 38 Table of Contents 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) 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.
No data from the ELs were used in the development of the Mt Todd FS results. ​ Exploration sampling summary: Year Soils Rock Chips 2008 0 164 2009 1,333 45 2010 3,135 224 2011 1,925 79 2012 2,312 295 37 Table of Contents 2013 572 51 2014 2,601 143 2015 841 53 2016 241 27 2017 1,098 78 2018 341 132 2019 313 170 2020 278 9 2021 0 11 2022 60 556 Total Samples 15,050 2,037 ​ Exploration Potential for MLs ​ Based on airborne geophysical survey data, we have identified several magnetic targets within our controlled land holdings surrounding the Batman pit.
No data from the ELs were used in the development of the Mt Todd FS results. ​ Exploration sampling summary: ​ 38 Table of Contents Year Soils Rock Chips 2008 0 164 2009 1,333 45 2010 3,135 224 2011 1,925 79 2012 2,312 295 2013 572 51 2014 2,601 143 2015 841 53 2016 241 27 2017 1,098 78 2018 341 132 2019 313 170 2020 278 9 2021 0 11 2022 60 556 2023 1,500 44 2024 0 0 Total Samples 16,550 2,081 ​ Exploration Potential for MLs ​ Based on airborne geophysical survey data, we have identified several magnetic targets within our controlled land holdings surrounding the Batman pit.
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. ​ 40 Table of Contents The diamond drilling program was conducted under the supervision of the geologic staff composed of a chief geologist, several experienced geologists, and a core handling/cutting crew.
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.
A sample transmittal form was prepared and included with each shipment and a copy was filed in the geology office on site. ​ When the shipment left site, sample transmittals were prepared and e-mailed to NAL.
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.
Final approval was given in September 2014. ​ The Jawoyn Association have been consulted with and involved in the planning of the Project.
Final approval was given in September 2014. ​ 49 Table of Contents The Jawoyn Association have been consulted with and involved in the planning of the Project.
Ltd. in November of that year. The Phase I project was predicated upon a 4 million tonne per year (“Mtpy”) heap leach plant, which came on stream in late 1993.
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.
Risk Factors.” ​ There was no change in mineral reserve estimates as of December 31, 2023 compared to December 31, 2022 as the same material assumptions and criteria were determined to continue to apply to the mineral reserve estimates and there was no depletion of mineral reserves in the fiscal year ending December 31, 2023 as Mt.
There was no change in mineral reserve 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 reserve estimates and there was no depletion of mineral reserves in the fiscal year ending December 31, 2024 as Mt.
As an example, prior to the 2011 drilling campaign, the majority of samples were transported first to ALS in Alice Springs, NT for sample preparation. After preparation, samples were then forwarded on to ALS in Malaga, WA for assay analyses.
As described by the previous Vista QP, an example, prior to the 2011 drilling campaign, the majority of samples were transported first to ALS in Alice Springs, NT for sample preparation. After preparation, samples were then forwarded on to ALS in Malaga, WA for assay analyses.
GAAP Financial Measures for additional disclosure. ​ Key statistics of the 50,000 tpd Project 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 (koz) ​ 479 ​ ​ 395 ​ ​ Payable Gold Total (koz) ​ 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 a A$1.00 :$0.69 exchange.
GAAP Financial Measures for additional disclosure. ​ Key statistics of the Mt Todd FS are presented in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years 1-7 (1) ​ Life of Mine (16 years) (2) Average Plant Feed Grade (g Au/t) (3) ​ ​ 1.01 ​ ​ ​ 0.84 ​ ​ Average Annual Gold Production (kozs) ​ 479 ​ ​ 395 ​ ​ Payable Gold Total (kozs) ​ 3,353 ​ ​ 6,313 ​ ​ Average Recovery (%) ​ ​ 92.2 % ​ ​ 91.6 % ​ Cash Costs ($/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.
Processing of the core included photographing, geotechnical and geologic logging, and marking the core for sampling. The nominal sample interval was one meter. When this process was completed, the core was moved into the core cutting/storage area where it was laid out for cutting and sampling.
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.
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. ​ Together, the Jawoyn Royalty and the royalty with Wheaton Precious Metals Corp. comprise the Royalties in the Mt Todd FS. ​ 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 operating life of the Project.
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.
The power plant will be owned, operated, and provide power to the Project on a dedicated contract. ​ The following table presents a breakdown of 50,000 tpd Project operating costs. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Cost ​ First 7 Years ​ Life of Mine Cost ​ Per ore tonne ​ ​ Per ore tonne ​ ​ ​ ​ processed ​ Per ounce ​ processed ​ Per ounce Mining ​ $ 9.61 ​ $ 356 ​ $ 7.68 ​ $ 341 ​ Processing ​ ​ 10.17 ​ ​ 377 ​ ​ 10.21 ​ ​ 453 ​ Site General and Administrative ​ ​ 1.11 ​ ​ 41 ​ ​ 1.05 ​ ​ 46 ​ Royalties (1) ​ ​ 1.46 ​ ​ 54 ​ ​ 1.16 ​ ​ 52 ​ Water Treatment ​ ​ 0.27 ​ ​ 10 ​ ​ 0.30 ​ ​ 13 ​ Tailings Management ​ ​ 0.09 ​ ​ 3 ​ ​ 0.09 ​ ​ 4 ​ Refining Costs (1) ​ ​ 0.10 ​ ​ 4 ​ ​ 0.08 ​ ​ 4 ​ Total Cash Costs (2) ​ $ 22.80 ​ $ 845 ​ $ 20.57 ​ $ 913 ​ ​ Note: Table may not add to total due to rounding (1) Royalties (as defined below) and refining costs calculated at $1,800 per ounce gold and an A$1.00 : $0.69 exchange rate.
The power plant will be third-party owned and operated by a power generating company, and will provide power to the Project on a dedicated contract. ​ The following table presents a breakdown of Mt Todd FS operating costs. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Cost ​ First 7 Years ​ Life of Mine Cost ​ Per ore tonne ​ ​ Per ore tonne ​ ​ ​ ​ processed ​ Per ounce ​ processed ​ Per ounce Mining ​ $ 9.61 ​ $ 356 ​ $ 7.68 ​ $ 341 ​ Processing ​ ​ 10.17 ​ ​ 377 ​ ​ 10.21 ​ ​ 453 ​ Site General and Administrative ​ ​ 1.11 ​ ​ 41 ​ ​ 1.05 ​ ​ 46 ​ Royalties (1) ​ ​ 1.46 ​ ​ 54 ​ ​ 1.16 ​ ​ 52 ​ Water Treatment ​ ​ 0.27 ​ ​ 10 ​ ​ 0.30 ​ ​ 13 ​ Tailings Management ​ ​ 0.09 ​ ​ 3 ​ ​ 0.09 ​ ​ 4 ​ Refining Costs (1) ​ ​ 0.10 ​ ​ 4 ​ ​ 0.08 ​ ​ 4 ​ Total Cash Costs (2) ​ $ 22.80 ​ $ 845 ​ $ 20.57 ​ $ 913 ​ ​ Note: Table may not add to total due to rounding (1) Royalties (as defined below) and refining costs calculated at $1,800 per ounce gold and an AUD:USD exchange rate of 0.69. 29 Table of Contents (2) Total Cash Costs is a non-U.S.
These were divided into three subsets, to be checked by three individual checkers. An additional 1,812 records were spot-checked in greater detail by a fourth individual. After the checking was done, from the original 12,365 records, 95% were selected that had gold value in the database and a gold assay in a source document such as an assay certificate.
An additional 1,812 records were spot-checked in greater detail by a fourth individual. After the checking was done, from the original 12,365 records, 95% were selected that had gold value in the database and a gold assay in a source document such as an assay certificate.
All of the Vista diamond drill core samples were sawn into half splits for assaying purposes. ​ The pre-2007 exploration database (pre-Vista) consists of 743 drill holes, of which 226 are diamond drill holes and 517 are percussion drill holes. These drill holes total approximately 98,000 meters.
All of the Vista diamond drill core samples were sawn into half splits for assaying purposes. ​ 39 Table of Contents The pre-2007 exploration database (pre-Vista) consists of 730 drill holes, of which 226 are diamond drill holes and 504 are percussion drill holes. These drill holes total approximately 98,000 meters.
Summary of Comparisons of Historical Assays Historical Assays Au in PPM Differences, Source - Database in PPM Database Source Average 0.79 0.70 0 Std Dev 1.48 1.48 0.01 Count 1171 1171 565 Max 33.44 33.45 0.255 Min 0.005 0.005 -0.29 Median 0.3 0.3 0 Differences > 0.01 ppm Au 20 Differences 4 43 Table of Contents Summary of Comparisons of Vista Assays Vista Assays Au in PPM Differences, Source - Database in PPM Database Source Average 0.79 0.78 0 Std Dev 1.89 1.89 0.02 Count 3262 3262 12 Max 55.37 55.37 0.79 Min 0.005 0.005 -1.07 Median 0.26 0.26 0 Differences > 0.01 ppm Au 3 Differences 6 ​ The Company requires periodic rechecking of assays both within and between laboratories.
This audit shows that discrepancies within the database on the global resource estimate are not material. ​ 44 Table of Contents Summary of Comparisons of Historical Assays Historical Assays Au in PPM Differences, Source - Database in PPM Database Source Average 0.79 0.70 0 Std Dev 1.48 1.48 0.01 Count 1171 1171 565 Max 33.44 33.45 0.255 Min 0.005 0.005 -0.29 Median 0.3 0.3 0 Differences > 0.01 ppm Au 20 Differences 4 Summary of Comparisons of Vista Assays Vista Assays Au in PPM Differences, Source - Database in PPM Database Source Average 0.79 0.78 0 Std Dev 1.89 1.89 0.02 Count 3262 3262 12 Max 55.37 55.37 0.79 Min 0.005 0.005 -1.07 Median 0.26 0.26 0 Differences > 0.01 ppm Au 3 Differences 6 ​ The Company requires periodic rechecking of assays both within and between laboratories.
The sealed crates were stacked outside the core logging shed until picked up for transport. ​ 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 Unable to verify North Australian Laboratories Pty.
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.
Should a deposit be discovered on the ELs, the portion of the related EL would have to be converted to an ML before mining operations could start. 32 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$) Reports Due ​ MLN 1070 ​ 39.8 ​ Mining License Block ​ March 5, 1993 ​ March 4, 2043 ​ 96 (due March 4) ​ N/A ​ May 4 ​ MLN 1071 ​ 13.3 ​ centered at ​ March 5, 1993 ​ March 4, 2043 ​ 32 (due March 4) ​ N/A ​ May 4 ​ MLN 1127 ​ 0.8 ​ approximately ​ March 5, 1993 ​ March 4, 2043 ​ 2 (due March 4) ​ N/A ​ May 4 ​ MLN 31525 ​ 1.6 ​ 188555E, 435665N ​ September 4, 2017 ​ September 3, 2042 ​ 4 (due September 3) ​ N/A ​ May 4 ​ Subtotal ​ 55.4 ​ ​ ​ ​ ​ ​ ​ 134 ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Holding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Requirements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent & ​ Annual Work ​ Annual ​ ​ ​ Surface ​ Location ​ ​ ​ ​ ​ Admin Fees ​ Requirement ​ Expenditure/ ​ ​ ​ Area ​ Description ​ Location Date/ ​ ​ ​ (thousands ​ (thousands ​ Technical ​ Exploration Licenses (Km 2 ) (UTM) Grant Date Renewal Date of A$) of A$) Reports Due ​ EL29882 ​ 555.5 ​ Centered at approximately 189100E, 84520000N ​ September 16, 2013 ​ September 15, 2025 ​ 43 (due September 15) ​ 328 ​ May 14 ​ EL29886 ​ 594.6 ​ Centered at approximately 200300E, 8452000N ​ September 16, 2013 ​ September 15, 2025 ​ 48 (due September 15) ​ 130 ​ May 14 ​ EL30898 ​ 186.7 ​ Centered at approximately 176100E, 8428700N ​ May 3, 2016 ​ May 2, 2024 ​ 14 (due May 2) ​ 13 ​ May 14 ​ EL32004 ​ 95.3 ​ Centered at approximately 164000E, 8430550N ​ November 21, 2019 ​ November 20, 2025 ​ 6 (due November 20) ​ 4 ​ May 14 ​ ELA32005 ​ 149.2 ​ Centered at approximately 160180E, 8445150N ​ Under application ​ Under application ​ Under application ​ Under application ​ Under application ​ Subtotal ​ 1,581.3 ​ ​ ​ ​ ​ ​ ​ 111 ​ 475 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Totals A$ ​ ​ ​ ​ ​ ​ ​ ​ ​ 245 ​ 475 ​ ​ ​ Totals US$ (exchange rate of A$1.00 = $0.681 on December 31, 2023) ​ ​ ​ 167 ​ 323 ​ ​ ​ ​ The surface land in the area of the contiguous MLs and ELs (excluding EL 32004) is freehold land owned by the Jawoyn Association.
Should a deposit be discovered on the ELs, that portion of the related EL would have to be converted to an ML before mining operations could start. 33 Table of Contents ​ Mt Todd Land Holdings of Vista Gold Australia ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Holding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Requirements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent & ​ Annual Work ​ Annual ​ ​ ​ Surface ​ Location ​ ​ ​ ​ ​ Admin Fees ​ Requirement ​ Expenditure/ ​ ​ ​ Area ​ Description ​ Location Date/ ​ ​ ​ (thousands ​ (thousands ​ Technical ​ Mineral Licenses (Km 2 ) (UTM) Grant Date Renewal Date of A$) 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 = $0.62 on December 31, 2024) ​ ​ ​ 160 ​ 164 ​ ​ ​ ​ The surface land in the area of the contiguous MLs and ELs (excluding EL 32004) is freehold land owned by the Jawoyn Association.
Commercial operations are anticipated to begin after two years of construction and a six-month commissioning and ramp-up period. ​ The following table summarizes the production schedule.
Commercial operations are anticipated to begin after two years of construction and a six-month commissioning and ramp-up period. ​ The following table summarizes the production schedule. The shaded portion of the table presents the impact of ore sorting.
A US$ 1,500/oz-Au pit shell was used. ● Deepak Malhotra is the QP responsible for reporting the heap-leach pad mineral reserves. ● Because all the heap-leach pad reserves are to be fed through the mill, these reserves are reported without a cutoff grade applied. ● The mineral reserves point of reference is the point where material is fed into the mill. ● The effective date of the mineral reserve estimates under the requirements of S-K 1300 is December 31, 2023.
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.
(2) Total 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. 28 Table of Contents ​ In November 2020, we modified our agreement with the Jawoyn Association.
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.
The QPs and issuer consider historical estimates to be relevant but not current. ​ Phase II involved expanding to 8 Mtpy and treatment through a flotation and carbon-in-leach circuit.
The QPs and issuer consider historical estimates to be relevant but not current. ​ 37 Table of Contents The Phase II project involved expanding to 8 million tpa and treatment through a flotation and carbon-in-leach circuit.
Access is by existing paved public roads and approximately four kilometers of paved private road. We control and maintain the private paved road. ​ 24 Table of Contents The area has a sub-tropical climate with a distinct wet season and dry season. The area receives most of its rainfall between the months of January and March.
Access is by existing paved public roads and approximately four kilometers of paved private road. We control and maintain the private paved road. ​ The area has a sub-tropical climate with a distinct wet season and dry season. The area receives most of its rainfall between the months of January and March. Temperatures are moderate, allowing for year-round mining operations.
(“Vista Gold Australia”). ​ Technical Report Summary ​ The 2024 feasibility study for Mt Todd is the technical report summary, prepared pursuant to S-K 1300, 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 (the “Mt Todd FS”). ​ A companion feasibility study for Canadian purposes, pursuant to NI 43-101, will also be filed in accordance with NI 43-101 disclosure standards on SEDAR+ on or before April 27, 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 - 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.
All of the Vista resource drill holes are HQ-size core holes. Vista has drilled a total of 92 HQ diamond drill holes totaling 58,863 meters.
All of the Vista resource drill holes are HQ-size core holes. Vista has drilled a total of 96 HQ diamond drill holes totaling 52,424 meters.
Following completion of assay results, all pulps and reject material were shipped back to the Project site and stored. 42 Table of Contents Comparison of Assay Values between the Database and Source Documents Center of Cell Range in ppm Au Frequency Percent Cumulative (+/- 0.1 ppm Au) Percent -1.2 0 0.00 0.00 -1 0 0.00 0.00 -0.8 1 0.01 0.01 -0.6 0 0.00 0.01 -0.4 0 0.00 0.01 -0.2 3 0.04 0.05 0 8,539 99.88 99.93 0.2 5 0.06 0.99 0.4 0 0.00 99.99 0.6 0 0.00 99.99 0.8 0 0.00 99.99 1 0 0.00 99.99 1.2 1 0.01 100.00 Differences with no rounding or truncation of data The tables show the comparison of the gold grade assays within the database and source documents.
Comparison of Assay Values between the Database and Source Documents Center of Cell Range in ppm Au Frequency Percent Cumulative (+/- 0.1 ppm Au) Percent -1.2 0 0.00 0.00 -1 0 0.00 0.00 -0.8 1 0.01 0.01 -0.6 0 0.00 0.01 -0.4 0 0.00 0.01 -0.2 3 0.04 0.05 0 8,539 99.88 99.93 0.2 5 0.06 0.99 0.4 0 0.00 99.99 0.6 0 0.00 99.99 0.8 0 0.00 99.99 1 0 0.00 99.99 1.2 1 0.01 100.00 Differences with no rounding or truncation of data The tables show the comparison of the gold grade assays within the database and source documents.
There was only one significant difference that was detected from a total of 2,948 comparisons. The Company’s assaying protocols are observed and required for every assay program, regardless of whether the exploration work is for resource estimation or metallurgical testing. ​ John W.
There was only one significant difference that was detected from a total of 2,948 comparisons. The Company’s assaying protocols are observed and required for every assay program, regardless of whether the exploration work is for resource estimation or metallurgical testing. ​ Sample Security ​ NAL is the primary laboratory we use for analysis of drill core assays.
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.
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.
A large percentage of the historical drilling was by reverse circulation (“RC”) of less than 100 meters in depth. The RC drilling was used for ore grade control during the mining operations of Pegasus and General Gold Resources.
A large percentage of the historical drilling was by reverse circulation (“RC”) of less than 100 meters in depth. The RC drilling was used for ore grade control during the mining operations of Pegasus and General Gold Resources. Vista’s drilling discovered a larger Batman Deposit resource by probing deeper with diamond drilling averaging 550 meters in depth.
The mine plan in the Mt Todd FS includes both proven and probable mineral reserves and results in estimated total recovered gold of 6.31 million ounces. 30 Table of Contents The table below presents the estimated mineral reserves for the Project. ​ 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.
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. 31 Table of Contents The table below presents the estimated mineral reserves for the Project. ​ 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.
Those eight were double-checked and were found to be real cases of the database containing data that differ from the source documents. The below table shows that most of the differences between the gold values in the database and those gleaned from the source documents are very small, although around economic cutoff grades the differences may well represent large percentages.
The below table shows that most of the differences between the gold values in the database and those gleaned from the 43 Table of Contents source documents are very small, although around economic cutoff grades the differences may well represent large percentages.
Sample intervals were then indicated in the core tray at the appropriate locations; and ● each core tray was photographed and restacked on pallets pending sample cutting and stored on site indefinitely. ​ The core was then cut using diamond saws with each interval placed in sample bags.
The standard sample interval was one meter, with a minimum of 0.2 meters and a maximum of 1.2 meters; ● Sample intervals were then indicated in the core tray at the appropriate locations; and ● each core tray was photographed and restacked on pallets pending sample cutting and stored on site indefinitely. ​ The core was then cut using diamond saws with each interval placed in a pre-labeled sample bag.
Vista has a private agreement with the Jawoyn Association for access to the land. ​ Annually, we are required to submit a care and maintenance MMP to the DITT that details work to be done on the property. We have received approval for all work done on the Project to date and obtained approval for the EIS.
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.
ITEM 2. 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 John W.
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.
When the shipment arrived at the preparation facility the samples were lined out and a confirmation of sample receipt was e-mailed back to Vista. ​ Statistical analyses of the various drilling populations and quality assurance/quality control samples have neither identified nor highlighted any reasons to not accept the data as representative of the tenor and grade of the mineralization estimated at the Batman deposit. ​ Mining Operations ​ The Project is designed to be a large open-pit mining operation that will utilize large-scale mining equipment in a drill/blast/load/haul operation.
When the shipment arrived at the preparation facility the samples were lined out and a confirmation of sample receipt was e-mailed back to Vista. ​ Statistical analyses of the various drilling populations and quality assurance/quality control samples have neither identified nor highlighted any reasons to not accept the data as representative of the tenor and grade of the mineralization estimated at the Batman deposit. ​ Maria Vallejo Garcia, Vista’s Director of Projects and Technical Services, and a designated qualified person as defined by S-K 1300 under the Exchange Act and NI 43-101, has verified the data disclosed in this document, including sampling, analytical and test data underlying the information contained in the disclosure. ​ Mining Operations ​ As defined in the Mt Todd FS, the Project is designed to be a large open-pit mining operation that will utilize large-scale mining equipment in a drill/blast/load/haul operation.
Notes: ● Thomas L. Dyer, P.E., is the QP responsible for reporting the Batman Deposit Proven and Probable mineral reserves. ● Batman deposit mineral reserves are reported using a 0.35 g Au/t cutoff grade and $1,800 per ounce gold price.
Dyer, P.E., is the QP responsible for reporting the Batman Deposit Proven and Probable mineral reserves. ● Batman pit optimization and design are based on a gold price of US$1500 per ounce of gold with an elevated cutoff grade of 0.35 g Au/t. ● Batman deposit Proven and Probable mineral reserves are reported with a net smelter return royalty based on a gold price of $1,800 per ounce of gold.
We have discharged treated water in compliance with the standards. The existing Batman pit has the capacity to contain approximately 11.5 gigaliters of water. At the end of December 2022, the pit contained approximately 0.7 gigaliters of water due to previous dewatering operations.
We have discharged treated water in compliance with the standards. The existing Batman pit has the capacity to contain approximately 11.5 gigaliters of water. At December 31, 2024, the volume of water in the pit was approximately 2.63 gigaliters.

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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, 2023, we had no properties in the 48 Table of Contents 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, 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 ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOn March 11, 2024, the last reported sale price of the Common Shares of Vista on the NYSE American was $0.47, there were 121,534,045 Common Shares issued and outstanding, and we had approximately 214 registered shareholders of record.
Biggest changeOn 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.
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. ​ 50 Table of Contents 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. ​ 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.
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 2023, 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. ​ 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.
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.
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.
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, 2023.
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.
Financial Statements and Supplementary Data” for additional information relating to our equity compensation plan. 49 Table of Contents ​ Exchange Controls ​ There are no governmental laws, decrees or regulations in Canada that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest, or other payments to non-resident holders of the securities of Vista, other than Canadian withholding tax.
Financial Statements and Supplementary Data” for additional information relating to our equity compensation plan. ​ Exchange Controls ​ There are no governmental laws, decrees or regulations in Canada that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest, or other payments to non-resident holders of the securities of Vista, other than Canadian withholding tax.
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.
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.
The Company’s equity compensation plans as of December 31, 2023 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, 2024 were the stock option plan (“Stock Option Plan”), the long-term incentive plan (“LTIP”), and the deferred share unit plan (“DSU Plan”).
In addition, a company listed on the 51 Table of Contents NYSE American is required to state its quorum requirement in its bylaws. The Company’s quorum requirement is set forth in its Articles under the laws of the Province of British Columbia, Canada.
In addition, a company listed on the NYSE American is required to state its quorum requirement in its bylaws. The Company’s quorum requirement is set forth in its Articles under the laws of the Province of British Columbia, Canada.
Equity 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 ​ 3,475,674 ​ 0.08 ​ 8,633,175 Equity compensation plans not approved by securityholders ​ N/A ​ N/A ​ N/A Total ​ 3,475,674 ​ 0.08 ​ 8,633,175 ​ As of December 31, 2023, 1,886,674 restricted share units (“RSUs”) were outstanding under the LTIP, 1,189,000 deferred share units (“DSUs”) were outstanding under the DSU Plan, and 400,000 options were outstanding under the Stock Option Plan to acquire an aggregate of 3,475,674 Common Shares. ​ See Note 7 to our consolidated financial statements contained in “Part II.
Equity 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.
Removed
The Company also has 7,408,101 unlisted warrants outstanding that are not actively traded on an exchange. ​ Dividends ​ We have never paid cash dividends.

Item 7. Management's Discussion & Analysis

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

45 edited+29 added−29 removed18 unchanged
Biggest changeThe decrease in operating cash outflows in 2023 largely resulted from lower spending for drilling and completion of the feasibility study in 2022. ​ Investing Activities ​ Net cash provided by investing activities of $2,949 for the year ended December 31, 2023 resulted primarily from the $3,000 initial Royalty payment. ​ Net cash provided by investing activities of $2,879 for the year ended December 31, 2022 resulted primarily from the $2,500 final payment for the Awak Mas royalty cancellation and receipt of $384 upon maturity of short-term investments. ​ Financing Activities ​ Net cash of $871 for the year ended December 31, 2023 was provided by financing activities.
Biggest changeThese inflows were partially offset by expenditures for capitalized development drilling costs of $1,865 and additions to plant and equipment of $344. ​ Net cash provided by investing activities of $2,949 for the year ended December 31, 2023 resulted primarily from the $3,000 initial Royalty payment. ​ Financing Activities ​ Net cash of $1,023 for the year ended December 31, 2024 was provided by financing activities.
The 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 reserves. ● The Point of Reference for the Batman and Quigleys deposits is in situ at the property.
The 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.
We have invested significant resources in water treatment and management, and environmental and social programs. We believe this has benefited our relationships with the traditional landowners, local communities, and Northern Territory, Australia, creating a strong social license. ​ Mineral Resources and Mineral Reserves Estimates ​ The following table presents the estimated mineral resources for the Project.
We have invested significant resources in water treatment and management, and environmental and social programs. We believe this has benefited our relationships with the traditional landowners, local communities, and Northern Territory, creating a strong social license. ​ Mineral Resources and Mineral Reserves Estimates ​ The following table presents the estimated mineral resources for the Project.
The sum of these costs is divided by the corresponding payable gold ounces or tonnes processed to determine AISC per ounce or per tonne processed metrics, respectively. ​ Other costs excluded from Cash Costs, and AISC include depreciation and amortization, income taxes, government royalties, financing charges, costs related to business combinations, asset acquisitions other than sustaining capital, and asset dispositions. ​ Initial capital requirements per payable ounce of gold consists of total initial capital requirements divided by the corresponding payable gold ounces. ​ The following tables demonstrate the calculation of Cash Costs, AISC, and the respective unit-cost metrics for amounts presented in this report in respect of Mt Todd. ​ ​ Units Years 1-7 (1) Life of Mine (16 years) Payable Gold koz 3,353 6,313 ​ ​ ​ ​ Operating Costs US$ millions 2,641 5,420 Refining Cost US$ millions 12 23 Royalties US$ millions 181 324 Cash Costs US$ millions 2,834 5,767 Cash Cost per ounce US$/oz $845 $913 ​ ​ ​ ​ Sustaining Capital US$ millions 388 759 All-In-Sustaining Costs US$ millions 3,222 6,526 AISC per ounce US$/oz $961 $1,034 ​ ​ ​ ​ Initial capital requirements US$ millions ​ $1,030 Initial capital requirements per payable ounce of gold US$/oz ​ $163 ​ ​ ​ ​ ​ ​ ​ ​ 60 Table of Contents Units Years 1-7 (1) Life of Mine (16 years) Payable Gold koz 3,353 6,313 Tonnes processed kt 124,299 280,375 Mining Costs US$ millions $ 1,194 $ 2,153 Processing Costs US$ millions 1,264 2,863 Site General and Administrative Costs US$ millions 138 293 Water Treatment US$ millions 34 84 Tailings Management US$ millions 12 27 Refining Cost US$ millions 12 23 Royalties US$ millions 181 324 Cash Costs US$ millions $ 2,834 $ 5,767 ​ Per Payable Ounce: Mining Cost per ounce $/oz $356.19 $341.05 Processing Cost per ounce $/oz 376.89 453.41 Site General and Administrative Costs per ounce $/oz 41.16 46.44 Water Treatment per ounce $/oz 10.01 13.33 Tailings Management per ounce $/oz 3.48 4.20 Refining Cost per ounce $/oz 3.65 3.68 Royalties per ounce $/oz 54.00 51.32 Cash Cost per ounce $/oz $845.39 $913.43 ​ ​ ​ ​ ​ Per Tonne Processed: ​ ​ ​ Mining Cost per tonne processed $/tonne $9.61 $7.68 Processing Cost per tonne processed $/tonne 10.17 10.21 Site General and Administrative Costs per tonne processed $/tonne 1.11 1.05 Water Treatment per tonne processed $/tonne 0.27 0.30 Tailings Management per tonne processed $/tonne 0.09 0.09 Refining Cost per tonne processed $/tonne 0.10 0.08 Royalties per tonne processed $/tonne 1.46 1.16 Cash Cost per tonne processed $/tonne $22.80 $20.57 (1)Years 1-7 start after the 6-month commissioning and ramp up period. ​ ​ 61 Table of Contents
The sum of these costs is divided by the corresponding payable gold ounces or tonnes processed to determine AISC per ounce or per tonne processed metrics, respectively. ​ Other costs excluded from Cash Costs, and AISC include depreciation and amortization, income taxes, government royalties, financing charges, costs related to business combinations, asset acquisitions other than sustaining capital, and asset dispositions. ​ Initial capital requirements per payable ounce of gold consists of total initial capital requirements divided by the corresponding payable gold ounces. ​ The following tables demonstrate the calculation of Cash Costs, AISC, and the respective unit-cost metrics for amounts presented in this report in respect of Mt Todd. ​ ​ Units Years 1-7 (1) Life of Mine (16 years) Payable Gold kozs 3,353 6,313 ​ ​ ​ ​ Operating Costs US$ millions 2,641 5,420 Refining Cost US$ millions 12 23 Royalties US$ millions 181 324 Cash Costs US$ millions 2,834 5,767 Cash Cost per ounce US$/oz $845 $913 ​ ​ ​ ​ Sustaining Capital US$ millions 388 759 All-In-Sustaining Costs US$ millions 3,222 6,526 AISC per ounce US$/oz $961 $1,034 ​ ​ ​ ​ Initial capital requirements US$ millions ​ $1,030 Initial capital requirements per payable ounce of gold US$/oz ​ $163 ​ ​ 62 Table of Contents ​ Units Years 1-7 (1) Life of Mine (16 years) Payable Gold kozs 3,353 6,313 Tonnes processed kt 124,299 280,375 Mining Costs US$ millions $ 1,194 $ 2,153 Processing Costs US$ millions 1,264 2,863 Site General and Administrative Costs US$ millions 138 293 Water Treatment US$ millions 34 84 Tailings Management US$ millions 12 27 Refining Cost US$ millions 12 23 Royalties US$ millions 181 324 Cash Costs US$ millions $ 2,834 $ 5,767 ​ Per Payable Ounce: Mining Cost per ounce $/oz $356.19 $341.05 Processing Cost per ounce $/oz 376.89 453.41 Site General and Administrative Costs per ounce $/oz 41.16 46.44 Water Treatment per ounce $/oz 10.01 13.33 Tailings Management per ounce $/oz 3.48 4.20 Refining Cost per ounce $/oz 3.65 3.68 Royalties per ounce $/oz 54.00 51.32 Cash Cost per ounce $/oz $845.39 $913.43 ​ ​ ​ ​ ​ Per Tonne Processed: ​ ​ ​ Mining Cost per tonne processed $/tonne $9.61 $7.68 Processing Cost per tonne processed $/tonne 10.17 10.21 Site General and Administrative Costs per tonne processed $/tonne 1.11 1.05 Water Treatment per tonne processed $/tonne 0.27 0.30 Tailings Management per tonne processed $/tonne 0.09 0.09 Refining Cost per tonne processed $/tonne 0.10 0.08 Royalties per tonne processed $/tonne 1.46 1.16 Cash Cost per tonne processed $/tonne $22.80 $20.57 (1)Years 1-7 start after the 6-month commissioning and ramp up period. ​ ​ 63 Table of Contents
There have been no changes in the mineral reserve estimates since December 31, 2022 because the Company and the relevant qualified persons determined that the same material assumptions and criteria continued to apply as of December 31, 2023, including that the Company used a cutoff grade higher than the economic cutoff grade such that any intervening changes in the underlying economic assumptions were not material and did not require use of a cutoff grade greater than 0.35 g Au/t for mineral reserve estimation purposes. ● The effective date of the mineral reserve estimates under the requirements of NI 43-101 is December 31, 2023.
There have been no changes in the mineral reserve estimates since December 31, 2023 because the Company and the relevant qualified persons determined that the same material assumptions and criteria continued to apply as of December 31, 2024, including that the Company used a cutoff grade higher than the economic cutoff grade such that any intervening changes in the underlying economic assumptions were not material and did not require use of a cutoff grade greater than 0.35 g Au/t for mineral reserve estimation purposes. ● The effective date of the mineral reserve estimates under the requirements of NI 43-101 is December 31, 2024.
Differences between Batman and Quigleys mining and metallurgical parameters are due to their individual geologic and engineering characteristics. ● Rex Bryan of Tetra Tech, Inc. is the QP responsible for the Statement of Mineral Resources for the Batman, Heap Leach Pad and Quigleys deposits. ● Thomas Dyer of RESPEC is the QP responsible for developing the resource Whittle TM pit shell for the Batman Deposit. ● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resources estimates under the requirements of SK-1300 is December 31, 2023.
Differences between Batman and Quigleys mining and metallurgical parameters are due to their individual geologic and engineering characteristics. ● Rex Bryan of Tetra Tech, Inc. is the QP responsible for the Statement of Mineral Resources for the Batman, Heap Leach Pad and Quigleys deposits. ● Thomas Dyer of RESPEC is the QP responsible for developing the resource Whittle TM pit shell for the Batman Deposit. ● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resources estimates under the requirements of SK-1300 is December 31, 2024.
We seek to maintain adequate liquidity and minimize dilution as we advance our primary objective to maximize returns to our shareholders by preserving, enhancing and realizing value from Mt Todd.
We seek to maintain adequate liquidity and minimize share dilution as we advance our primary objective to maximize returns to our shareholders by preserving, enhancing, and realizing value from Mt Todd.
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.
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.
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, 2023 and 2022, 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, 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”).
Our funding strategy is to maintain adequate liquidity while minimizing dilution as we seek to preserve, enhance, and realize value from Mt Todd.
Our funding strategy is to maintain adequate liquidity while minimizing share dilution as we seek to preserve, enhance, and realize value from Mt Todd.
There was no change in mineral reserve estimates as of December 31, 2023 compared to December 31, 2022 as the same material assumptions and criteria were determined to continue to apply to the mineral reserve estimates and there was no depletion of mineral reserves in the fiscal year ending December 31, 2023 as Mt. Todd is in the development stage.
There was no change in mineral reserve 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 reserve estimates and there was no depletion of mineral reserves in the fiscal year ending December 31, 2024 as Mt. Todd is in the development stage.
Other companies may calculate these measures differently. ​ 59 Table of Contents Cash Costs, AISC, Initial Capital Requirements per Payable Ounce of Gold and Respective Unit Cost Measures ​ Cash Costs and AISC, initial capital requirements per payable ounce of gold and respective unit cost measures, are non-U.S.
Other companies may calculate these measures differently. ​ 61 Table of Contents Cash Costs, AISC, Initial Capital Requirements per Payable Ounce of Gold and Respective Unit Cost Measures ​ Cash Costs and AISC, initial capital requirements per payable ounce of gold and respective unit cost measures, are non-U.S.
There have been no changes in the mineral resource estimates since December 31, 2022 because upon review the Company and the relevant qualified persons determined that the same material assumptions and estimates, including all economic parameters for resource estimation purposes, continued to apply as of December 31, 2023. ● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resource estimates under the requirements of NI 43-101 is December 31, 2023. 54 Table of Contents ● Mineral resources that are not mineral reserves have no demonstrated economic viability and do not meet all relevant modifying factors.
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.
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.
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.
Our funding strategy is to maintain a low expenditure profile, satisfy the remaining conditions to receive the remaining proceeds from the Royalty Agreement, realize value from our remaining non-core assets and, when considered appropriate, issue additional equity or find other means of financing. Vista also considers possible corporate opportunities as a means to enhance our liquidity.
Our funding strategy is to maintain a low expenditure profile, realize value from our remaining non-core assets and, when considered appropriate, issue additional equity or find other means of financing. Vista also considers possible corporate opportunities as a means to enhance our liquidity.
The Common Shares will be distributed at market prices prevailing at the time of sale. ​ Other potential sources of cash inflows may include other equity issuances not covered by the ATM Program, monetization of Vista’s remaining non-core assets, which include a royalty interest in the U.S. and used mill equipment that is being marketed by a third-party mining equipment dealer. ​ Considering current economic conditions and the Company’s ongoing initiatives, we believe our Working Capital as of December 31, 2023, the $7,000 received in February 2024 under the Royalty Agreement, and remaining proceeds expected from the Royalty, together with other potential future sources of financing and sales of non-core assets, will be sufficient to fund our currently planned corporate expenses, Mt Todd holding costs, and anticipated discretionary programs for at least one year from the date of issuance of this annual report on Form 10-K. ​ Vista’s long-term viability depends upon our ability to realize value from our principal asset, Mt Todd.
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.
As of December 31, 2023, $8,702 remained available under the ATM Program. ​ Offers or sales of Common Shares under the ATM Program will be made only in the United States in an “at the market offering” as defined in Rule 415 under the United States Securities Act of 1933, as amended, subject to an effective registration statement under the U.S.
As of December 31, 2024, $7,783 remained available under the ATM Program. ​ Offers and sales of Common Shares under the ATM Program were and will be made only in the United States in an “at the market offering” as defined in Rule 415 under the United States Securities Act of 1933, as amended, subject to an effective registration statement under the U.S.
A US$ 1,500/oz-Au pit shell was used. ● Deepak Malhotra is the QP responsible for reporting the heap-leach pad mineral reserves. ● Because all the heap-leach pad reserves are to be fed through the mill, these reserves are reported without a cutoff grade applied. ● The mineral reserves point of reference is the point where material is fed into the mill. ● The effective date of the mineral reserve estimates under the requirements of S-K 1300 is December 31, 2023.
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.
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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4 th quarter ​ 3 rd quarter ​ 2 nd quarter ​ 1 st quarter ​ 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) ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ — ​ $ — ​ $ — ​ $ — ​ Net income/(loss) ​ $ (1,495) ​ $ (1,692) ​ $ (1,424) ​ $ (320) ​ Basic income/(loss) per share ​ $ (0.01) ​ $ (0.02) ​ $ (0.01) ​ $ (0.00) ​ ​ 58 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 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.
Risk Factors.” ​ Results from Operations ​ Summary ​ Consolidated net loss for the year ended December 31, 2023 was $6,585, or $0.05 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 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.
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.
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.
C. Wainwright & Co., LLC (“Wainwright”) to provide balance sheet flexibility at a potentially lower cost than other means of equity issuances. Under the ATM Agreement, the Company has the right, but is not obligated, to issue and sell Common Shares through Wainwright for aggregate sales proceeds of up to $10,000 (the “ATM Program”).
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.
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. ​ Net cash of $113 for the year ended December 31, 2022 was used in financing activities by payments of $357 for employee withholding tax obligations in lieu of issuing Common Shares, partially offset by net proceeds of $244 under the ATM Program. ​ Liquidity and Capital Resources ​ The Company considers available cash and cash equivalents to be its primary measure of liquidity.
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.
Highlights include: ● estimated proven and probable mineral reserves of 6.98 million ounces of gold (280 Mt at 0.77 g Au/t) using a gold price of $1,500 for the reserve estimate and a cut-off grade of 0.35 g Au/t (1)(2) ; ● average annual production of 395,000 ounces of gold over a 16-year mine life at an average cash cost of $913 per ounce (3) ; ● high capital efficiency, with initial capital requirements of $1.03 billion, or $163 per payable ounce of gold (3) ; ● after-tax NPV 5% of $1.31 billion and internal rate of return (“IRR”) of 20.4% at a gold price of $1,800 per ounce and an Fx rate of $0.69 AUD:USD; and ● after-tax NPV 5% of $1.78 billion and IRR of 27.9% at a price of $2,100 per ounce of gold and an Fx rate of $0.69 AUD:USD. 53 Table of Contents ​ (1) Note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 and CIM Definition Standards.
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.
Consolidated net loss for the year ended December 31, 2022 was $4,931, or $0.04 per Common Share on both a basic and diluted basis.
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.
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.
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.
These costs were predominantly associated with Mt Todd and were comprised of fixed costs and discretionary costs. ​ For the years ended December 31, 2023 and 2022, our fixed exploration, property evaluation and holding costs totaled $2,850 and $3,095, 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, 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.
Rozelle is a qualified person (“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.
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.
Notes: ● Thomas L. Dyer, P.E., is the QP responsible for reporting the Batman Deposit Proven and Probable mineral reserves. ● Batman deposit mineral reserves are reported using a 0.35 g Au/t cutoff grade and $1,800 per ounce gold price.
Dyer, P.E., is the QP responsible for reporting the Batman Deposit Proven and Probable mineral reserves. ● Batman pit optimization and design are based on a gold price of US$1500 per ounce of gold with an elevated cutoff grade of 0.35 g Au/t. ● Batman deposit Proven and Probable mineral reserves are reported with a net smelter return royalty based on a gold price of $1,800 per ounce of gold.
By using contract mining and power generation, and construction practices commonly used in Australia, we believe there is opportunity to maintain high capital efficiency at this smaller initial project scale. Using a higher ore cutoff grade at the start is also expected to help maintain competitive cash costs.
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.
The Company also received cash of $196 in May 2022 as a partial value-added tax recovery from the previous sale of a non-core asset. ​ 56 Table of Contents Financial Position, Liquidity and Capital Resources ​ Operating Activities ​ Net cash used in operating activities was $5,861 and $7,413 for the years ended December 31, 2023 and 2022, respectively.
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.
GAAP Financial Measures for additional disclosure. ​ The Mt Todd FS included reserve estimates pursuant to S-K 1300 under 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 the current market conditions at the time of the study. ​ In addition to the technical advancements of the Project in 2022 and 2023, Vista has all major operating and environmental permits necessary to initiate development of Mt Todd.
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 55 Table of Contents Standards”) based on mine plans developed using a gold price in line with current market conditions at the time of the study. ​ 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.
Vista does not currently generate cash flows from mining operations. The Company’s flagship asset is the Mt Todd gold project (“Mt Todd” or the “Project”) in Northern Territory, Australia (the “NT”). Mt Todd is among the largest development stage opportunities in Australia. All major operating and environmental permits necessary to initiate development of the Project are in place.
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”).
The 2023 and 2022 corporate administration costs included non-cash stock-based compensation of $456 and $517, respectively. Costs were generally lower during 2023 due to a decrease in insurance costs of $231 and other recurring administrative expenses being lower by $181.
The 2024 and 2023 corporate administration costs included non-cash stock-based compensation of $502 and $456, respectively. Costs were generally higher during 2024 due to legal costs of $137 related to a tax matter in Mexico and board of director expenses being higher by $119 due to an increase in board size.
During 2023, the Company sold 1,710,068 Common Shares under the ATM Program for net proceeds of $1,013.
During the year ended December 31, 2024, the Company issued 1,722,966 Common Shares under the ATM Program for net proceeds of $1,108.
The discretionary programs include $489 for completing the Mt Todd FS and $413 for exploration drilling, plus additional staffing expenses to support drilling and other activities. ​ Included in the 2023 and 2022 exploration, property evaluation and holding costs were non-cash stock-based compensation of $180 and $262, respectively. ​ Corporate Administration ​ Corporate administration costs were $3,462 and $3,767 during the years ended December 31, 2023 and 2022, respectively.
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.
(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. (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.
(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.
Additional details regarding 2023 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 2024, the Company estimates that recurring costs will be approximately $5,800.
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.
The principal components of our 2023 net loss and the year-over-year changes are discussed below. ​ The Company had cash of $6,069, working capital of $5,576, and no debt as of December 31, 2023. ​ 55 Table of Contents Gain on Disposal of Mineral Property Interests, Net ​ In January 2022, the Company received $2,500 to cancel the remaining 1% net smelter return royalty at the Awak Mas project in Indonesia.
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.
Including recognition of the associated deferred option gain, the Company recognized a gain of $2,883 upon receipt of the payment. ​ Exploration, Property Evaluation and Holding Costs ​ Exploration, property evaluation and holding costs, including fixed costs, discretionary programs, and non-cash stock-based compensation, were $3,262 and $4,522 during the years ended December 31, 2023 and 2022, respectively.
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.
These sources of cash were offset by operating cash outflows of $5,861 and other expenditures of $193. Recurring costs for corporate administration and Mt Todd maintenance were most the Company’s operating cash outflows during 2023. As part of its ongoing priority to reduce spending, recurring costs for 2023 were reduced to $5,400.
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.
Corporate discretionary costs were higher by $107, largely due to costs related to the Royalty Agreement. ​ Non-Operating Income and Expenses ​ Interest Income ​ Interest income was $263 and $111 during the years ended December 31, 2023 and 2022, respectively.
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.
The final installment of 57 Table of Contents $10,000 is to be received six months from the date of the first installment providing Vista Gold Australia has commenced a drilling program at Mt Todd and satisfied other customary conditions, representations, and warranties. ​ In addition to Vista’s existing capital resources and anticipated proceeds from the Royalty, we are a party to an at-the-market offering agreement (the “ATM Agreement”) with H.
Management expects to fund Vista’s activities during the next twelve months from existing Working Capital and interest income. 59 Table of Contents ​ In addition to Vista’s existing capital resources, we are a party to an at-the-market offering agreement (the “ATM Agreement”) with H. C.
The Company periodically raises funds in the capital markets and considers alternative strategies to enhance its liquidity and deliver shareholder value. ​ In December 2023, Vista entered into a royalty agreement (the “Royalty Agreement”) with Wheaton Precious Metals (Cayman) Co., an affiliate of Wheaton Precious Metals Corp. (“Wheaton”), in relation to Mt Todd.
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.
These capital resources totaled $6,069 at December 31, 2023 compared to $8,110 at December 31, 2022, representing a net decrease of $2,041 during 2023. 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, 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.
Removed
The scientific and technical disclosures about Mt Todd in this discussion and analysis have been reviewed and approved by John W. Rozelle (PG, member AIPG), a technical consultant. Mr.
Added
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.
Removed
In March 2024, we completed an updated feasibility study for Mt Todd in conjunction with our annual reporting of mineral resources and mineral reserves in this Annual Report on Form 10-K, as required under S-K 1300. ​ Mt Todd benefits from its location in a leading mining jurisdiction and offers opportunities to add value through growth of mineral reserves, alternative development strategies, and other de-risking activities.
Added
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.
Removed
The Project offers strategic optionality through development as a large-scale project or as a smaller scale start-up with subsequent staged expansion. ​ In view of the scale of investment required to develop Mt Todd, we are evaluating alternatives that offer the potential to provide shareholders with greater financial returns and lower exposure to risk.
Added
A feasibility study for Mt Todd was completed in 2022, with material project costs and economic returns updated in 2024 (the “Mt Todd FS”).
Removed
We continue to work with CIBC Capital Markets (“CIBC”) to identify and advance interest in Mt Todd and are focused on a transaction that maximizes shareholder value. Potential strategic investors continue to show interest in Mt Todd and have provided positive feedback on the technical merits of the Project.
Added
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.
Removed
However, interested parties continue to maintain a cautious approach to new, large-scale development projects and some have expressed interest in alternative development strategies at Mt Todd. Vista also considers possible corporate opportunities as a means to enhance our liquidity.
Added
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.
Removed
Pursuant to the terms of the Royalty Agreement, Vista granted Wheaton a royalty in the amount of 1% of gross revenue from the sale or disposition of minerals from the Project (the “Royalty”), subject to adjustments in certain circumstances.
Added
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.
Removed
As consideration 52 Table of Contents for the Royalty, Wheaton agreed to provide Vista with $20 million to advance Mt Todd and for general corporate purposes, subject to certain conditions set forth in the Royalty Agreement. Wheaton has also been granted a right of first refusal on any royalties, streams or pre-pays pertaining to Mt Todd.
Added
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.
Removed
Vista received Royalty proceeds of $3 million in December 2023 and $7 million in February 2024.
Added
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.
Removed
The remaining Royalty proceeds totaling $10 million are expected to be received by the end of the second quarter 2024. ​ The Batman deposit at Mt Todd hosts proven and probable mineral reserves of 6.98 million ounces as reported in the March 2024 feasibility study (the “Mt Todd FS”). There are opportunities to add gold mineral resources through further drilling.
Added
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.
Removed
Exploration at Mt Todd has demonstrated additional growth targets immediately outside the Batman deposit along a 5.4 kilometer trend within the Company’s mining licenses and other precious and base metals prospects within the broader footprint of the Company’s exploration licenses. ​ In January 2024, the Company commenced a 6,000-7,000 meter drill program, with the focus to add shallow gold resources at the north end of the Batman deposit.
Added
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.
Removed
This drilling program is a condition of the Royalty Agreement. The objective of this program is to convert gold resources to gold reserves that can be included in the mine production schedule and project cash flows.
Added
We expect Phase 1 drilling to result in an increase in mineral resources in the north end of the Batman deposit.
Removed
If successful, management believes this will add substantial value to Mt Todd by improving cash flow as a result of a more constant production profile, reduced stripping, and increased mine life for all development scenarios.
Added
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.
Removed
The proposed drilling is expected to have an all-in cost of approximately $2 million and to be completed by year end. ​ The Company plans to leverage the results of the drilling program and prior technical studies by advancing evaluations of staged development scenarios for Mt Todd.
Added
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.
Removed
Vista continues to evaluate the technical and economic merits of staged development scenarios with a focus on lower initial capital, strong gold production and cash flow profiles, while preserving the opportunity for subsequent staged development. In 2023, we completed an internal 5.2 million tonnes per annum (“tpa”), or 15,000 tpd, scoping study.
Added
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.
Removed
The scoping study demonstrated the economic merits of a smaller scale initial project but restricted the mine life to the 80 million tonne capacity of the existing tailings facility.
Added
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.
Removed
Additional evaluation is needed to incorporate staged development scenarios that improve resource utilization, mine life, and economic returns. ​ The Company published its inaugural Environmental, Social, and Governance report during the first quarter 2024. ​ The Company holds the exclusive right to develop Mt Todd through an agreement (the “NT Agreement”) with the Government of the Northern Territory, Australia (the “NT Government”).
Added
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.
Removed
The NT Agreement was extended during 2023 through December 31, 2029 with the option for an additional three-year extension. ​ A recent report of the NT Government’s Mineral Development Taskforce recommends simplifying and improving the competitiveness of the NT royalty scheme.
Added
(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.
Removed
The Mineral Development Taskforce estimates that such changes, if enacted through legislation, will have significant positive economic impacts for Mt Todd and other mineral projects in the Northern Territory, and provide incentive for greater mining investment in the territory. ​ The Mt Todd FS contemplates a plant processing 50,000 tpd and demonstrates the underlying value potential of a large-scale gold project.

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