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What changed in VISTA GOLD CORP's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of VISTA GOLD CORP's 2022 and 2023 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 2023 report.

+262 added−236 removedSource: 10-K (2024-03-14) vs 10-K (2023-02-23)

Top changes in VISTA GOLD CORP's 2023 10-K

262 paragraphs added · 236 removed · 191 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

39 edited+22 added−14 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 ​ ● our belief that the Mt Todd FS has added substantial value to the Project and positions the Project for near-term development; ● our belief that our investments to systematically explore, evaluate, engineer, permit and de-risk the Project have added to the underlying value of the Project and demonstrate strong development potential; ● our plans and available funding to continue to identify and study potential Mt Todd optimizations, project improvements and efficiencies; ● our expectation that completion of a smaller scale project study is expected in the first quarter of 2023; 9 Table of Contents ● 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 there are indications that market conditions are improving; ● our expectation to be able to demonstrate an attractive alternate development strategy early in 2023; ● our belief that the results from our exploration drilling program and historical sources demonstrate excellent resource growth potential; ● our belief that an alternate development strategy will attract the interest of new potential partners and those who have previously expressed interest in different development strategies; ● 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; ● our belief that fine grinding will improve gold recoveries and favorably impact project economics; ● 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; ● our expectation that dewatering of the pit will not present any major issues when resuming operations in the Batman pit; ● 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 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 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; ● 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 10 Table of Contents ● 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 ​ ● 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.
We have invested significant resources in water treatment and management, environmental, and social programs.
We have invested significant resources in water treatment and management, and environmental and social programs.
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 and professional development objectives.
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.
We believe we comply in all material respects with applicable mining, health, safety and environmental statutes and regulations in all of the jurisdictions in which we operate. ​ Australian Laws ​ Mineral projects in the NT are subject to Australian federal and NT laws and regulations regarding environmental matters and the use and disposal of hazardous wastes and materials.
We believe we comply in all material respects with applicable mining, health, safety and environmental statutes and regulations in all the jurisdictions in which we operate. ​ Australian Laws ​ Mineral projects in the NT are subject to Australian federal and NT laws and regulations regarding environmental matters and the use and disposal of hazardous wastes and materials.
The material assumptions used to develop the forward-looking statements and forward-looking information included in this annual report on Form 10-K include: our expectations of metal prices; our forecasts and expected cash flows; our projected capital and operating costs; accuracy of mineral resource estimates and resource modeling and preliminary feasibility and feasibility study results; expectations regarding mining and metallurgical recoveries; timing and reliability of sampling and assay data; anticipated political, economic, and social conditions; expected Australian national, provincial and local government policies, including legal reforms, successful advancement of the Company’s required permitting processes; ability to successfully raise additional capital.
The material assumptions used to develop the forward-looking statements and forward-looking information included in this annual report on Form 10-K include: our expectations of metal prices; our forecasts and expected cash flows; our projected capital and operating costs; accuracy of mineral resource estimates and resource modeling and preliminary feasibility and feasibility study results; expectations regarding mining and metallurgical recoveries; timing and reliability of sampling and assay data; anticipated political, economic, and social conditions; expected Australian national, provincial and local government policies, including legal reforms, successful advancement of the Company’s required permitting processes; and ability to successfully raise additional capital.
These factors include risks such as: ​ Operating Risks ​ ● feasibility study results and the accuracy of estimates and assumptions on which they are based; 11 Table of Contents ● mineral resource and reserve estimates, the accuracy of such estimates and the accuracy of sampling and subsequent assays and geologic interpretations on which they are based; ● technical and operational feasibility and the economic viability of deposits; ● our ability to raise sufficient capital on favorable terms or at all to meet the substantial capital investment at Mt Todd; ● our ability to obtain, renew or maintain the necessary licenses, authorizations and permits for Mt Todd, including its development plans and operating activities; ● market conditions supporting a decision to develop Mt Todd; ● delays in commencement of construction at Mt Todd; ● our reliance on third-party power generation for the construction and operation of Mt Todd; ● increased costs that affect our operations or our financial condition; ● delays or disruptions in supply chains; ● our reliance on third parties to fulfill their obligations under agreements with us; ● whether projects not managed by us will comply with our standards or meet our objectives; ● whether our acquisition, exploration and development activities, as well as the realization of the market value of our assets, will be commercially successful and whether any transactions we enter into will maximize the realization of the market value of our assets; ● the success of any future joint ventures, partnerships and other arrangements relating to our properties; ● perception of the potential environmental impact of Mt Todd; ● known and unknown environmental and reclamation liabilities, including reclamation requirements at Mt Todd; ● potential challenges to the title to our mineral properties; ● opposition to construction or operation of Mt Todd; ● future water supply issues at Mt Todd; ● litigation or other legal claims; 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 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.
For an organization to be a recognized professional organization, it must: (i) be either: (A) an organization recognized within the mining industry as a reputable professional association; or (B) a board authorized by U.S. federal, state or foreign statute to regulate professionals in the mining, geoscience or related field; (ii) admit eligible members primarily on the basis of their academic qualifications and experience; (iii) establish and require compliance with professional standards of competence and ethics; (iv) require or encourage continuing professional development; (v) have and apply disciplinary powers, including the power to suspend or expel a member regardless of where the member practices or resides; and (vi) provide a public list of members in good standing. ​ “ qualified person ” or “ QP ” as defined under NI 43-101 means an individual who (1) is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or mining; (2) has at least five years of experience in mineral exploration, mine development or operation, or mineral project assessment or any combination of these that is relevant to his or her professional degree or area of practice; (3) has experience relevant to the subject matter of the mineral project and the technical report; (4) is in good standing with a professional association; and (5) in the case of a professional association in a foreign jurisdiction, has a membership designation that (i) requires attainment of a position of responsibility in their profession that requires the exercise of independent judgment; and (ii) requires (A) a favorable, confidential peer evaluation of the individual’s character, professional judgment, expertise and ethical fitness; or (B) a recommendation for membership by at least two peers, and demonstrated prominence or expertise in the field of mineral exploration or mining.
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.
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 ​ 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. ​ 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.
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. ​ 6 Table of Contents “ 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.
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.
Our compensation programs also include consideration of health and safety performance in determining incentive awards. ​ Vista’s priority to maintain a culture of ethical performance as a core value is reflected in the Company’s Code of Business Conduct and Ethics and other related policies.
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.
The MMP was approved by the Northern Territory Department of Industry, Tourism and Trade (“DITT”) in June 2021 and is currently being amended to align with the larger-scale design in the Mt Todd FS.
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.
Financial and Business Risks ​ ● fluctuations in the price of gold; ● inflation and cost escalation; ● lack of adequate insurance to cover potential liabilities; ● the lack of cash dividend payments by us; ● our history of losses from operations; ● our ability to attract, retain and hire key personnel; ● volatility in our stock price and gold equities generally; ● our ability to obtain a development partner or other means of financing for Mt Todd on favorable terms, if at all; ● our ability to raise additional capital or raise funds from the sale of non-core assets on favorable terms, if at all; ● general economic conditions adverse to Mt Todd development or operation; 12 Table of Contents ● the potential acquisition of a control position in the Company for less than fair value as a result of industry consolidation or otherwise; ● lack of success in our efforts to find an acceptable partner, external financing or other acceptable alternatives to move forward with development of Mt Todd; ● evolving corporate governance and public disclosure regulations; ● intense competition in the mining industry; ● tax initiatives on domestic and international levels; ● potential changes in regulations of taxation initiatives; ● fluctuation in foreign currency values; ● our likely status as a PFIC (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; and ● 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.
Financial and Business Risks ​ ● fluctuations in the price of gold; ● inflation and cost escalation; ● lack of adequate insurance to cover potential liabilities; ● the lack of cash dividend payments by us; ● our history of losses from operations; ● our ability to attract, retain and hire key personnel; ● volatility in our stock price and gold equities generally; ● our ability to obtain a development partner or other means of financing for Mt Todd on favorable terms, if at all; ● our ability to raise additional capital or raise funds from the sale of non-core assets on favorable terms, if at all; ● general economic conditions adverse to Mt Todd development or operation; ● the potential acquisition of a control position in the Company for less than fair value as a result of industry consolidation or otherwise; ● lack of success in our efforts to find an acceptable partner, external financing or other acceptable alternatives to move forward with development of Mt Todd; ● evolving corporate governance and public disclosure regulations; ● intense competition in the mining industry; ● tax initiatives on domestic and international levels; ● potential changes in regulations of taxation initiatives; ● fluctuation in foreign currency values; ● our 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; and ● 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.
Note: a professional association is a self-regulatory organization of engineers, geoscientists or both that, among other criteria, requires compliance with the professional standards of competence and ethics established by the organization and has disciplinary powers over its members. ​ “ recovery ” means that portion of the metal contained in the ore that is successfully extracted by processing and is expressed as a percentage. ​ “ sampling ” means selecting a fractional, but representative, part of a mineral deposit for analysis. ​ “ strike ” when used as a noun, means the direction, course or bearing of a vein or rock formation measured on a level surface and, when used as a verb, means to take such direction, course or bearing. ​ 8 Table of Contents “ sulfide ” means a compound of sulfur and some other element.
Note: a professional association is a self-regulatory organization of engineers, geoscientists or both that, among other criteria, requires compliance with the professional standards of competence and ethics established by the organization and has disciplinary powers over its members. ​ “ recovery ” means that portion of the metal contained in the ore that is successfully extracted by processing and is expressed as a percentage. ​ “ sampling ” means selecting a fractional, but representative, part of a mineral deposit for analysis. ​ “ strike ” when used as a noun, means the direction, course or bearing of a vein or rock formation measured on a level surface and, when used as a verb, means to take such direction, course or bearing. ​ “ sulfide ” means a compound of sulfur and some other element.
As a result, we will 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 mine life, by stabilizing, contouring, re-sloping and re-vegetating various portions of the Project after mining and mineral processing operations are completed.
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. 4 Table of Contents ​ 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 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.
We are unable to predict what additional legislation, if any, might be proposed or enacted, or what additional regulatory requirements could impact the economics of Mt Todd. ​ During 2022, Mt Todd did not have any material non-compliance occurrences with any applicable environmental laws and regulations. See “Item 1.
We are unable to predict what additional legislation, if any, might be proposed or enacted, or what additional regulatory requirements could impact the economics of Mt Todd. ​ During 2023, Mt Todd did not have any material non-compliance occurrences with any applicable environmental laws and regulations. See “Item 1.
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.
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; 13 Table of Contents ● 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.
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.
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.
Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may be converted only to a probable mineral reserve. ​ “ inferred mineral resource ” and “ inferred resource ” mean “inferred mineral resource” defined by S-K 1300 as that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling.
Because an indicated mineral resource has a lower level of confidence than the level of 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.
In addition, we use consultants with specific skills to assist with various aspects of our corporate affairs, project evaluation, due diligence, corporate governance and property management. ​ Our compensation programs are designed to align compensation of our employees with Vista’s corporate objectives and performance, and are designed to provide proper incentives to attract, retain and motivate employees to achieve superior 3 Table of Contents results.
In addition, we use consultants with specific skills to assist with various aspects of our corporate affairs, project evaluation, due diligence, corporate governance and property management. ​ Our compensation programs are designed to align compensation of our employees with Vista’s corporate objectives and performance, and are designed to provide proper incentives to attract, retain and motivate employees to achieve superior results.
A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, 7 Table of Contents location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable.
A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable.
Geographic location of mineral properties and plant and equipment is provided in Note 4 – Mineral Properties and Note 5 – Plant and Equipment to our Consolidated Financial Statements under the section heading “Item 8.
Geographic location of mineral properties and plant and equipment is provided in Note 3 – Mineral Properties and Note 4 – Plant and Equipment to our Consolidated Financial Statements under the section heading “Item 8.
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.
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.
As a result, we may have difficulty acquiring attractive gold projects at reasonable prices, engaging 5 Table of Contents 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 2023 through February 14, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year High Low Average ​ 2018 ​ $ 1,355 ​ $ 1,178 ​ $ 1,269 ​ 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 (to February 14, 2023) ​ $ 1,932 ​ $ 1,834 ​ $ 1,893 ​ ​ 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 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.
We believe this has benefited our relationships with the traditional landowners, local communities, and Northern Territory, Australia (the “NT Government”), 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.
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 acquire, explore, evaluate and advance gold exploration and potential development projects, which may lead to gold production or value adding strategic transactions such as earn-in right agreements, option agreements, leases to third parties, joint venture arrangements, or outright sales of assets. We reported no mining operating revenues during the years ended December 31, 2022 and 2021.
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.
Highlights include: ● estimated proven and probable mineral reserves increased by 19% to 6.98 million ounces of gold (280 Mt at 0.77 g Au/t) using a gold price of $1,125 for the reserve estimate and a cut-off grade of 0.35 g Au/t (1)(2) ; ● average annual production of 395,000 ounces of gold over a 16-year mine life at an average cash cost of $817 per ounce; ● high capital efficiency, with initial capital requirements of $892 million, or $141 per payable ounce of gold; ● after-tax NPV 5% of $999.5 million and internal rate of return (“IRR”) of 20.6% at a gold price of $1,600 per ounce; and ● after-tax NPV 5% of $1.7 billion and IRR of 29.4% at a price of $1,900 per ounce of gold. ​ (1) Note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 (as defined below) and CIM Definition Standards (as defined below).
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 $2,100 per ounce of gold. ​ (1) Note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 (as defined below) and CIM Definition Standards (as defined below).
References to AUD or A$ 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 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 (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) operate as a development stage company in the gold mining industry.
We have obtained all major authorizations for Mt Todd and have pending applications for other minor licenses, permits or other authorizations currently required to conduct our exploration, development, and other programs.
We have obtained all major authorizations to initiate development of Mt Todd and have other minor licenses, permits or other authorizations currently required to conduct our exploration, site management, and other programs.
Business and Industry ​ ● Our expectation that existing working capital as of December 31, 2022, together with other potential future sources of non-dilutive financing, will be sufficient to fully fund our currently planned corporate expenses, Project holding costs and discretionary programs for at least one year from the date of issuance of this annual report on Form 10-K; ● 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; ● 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 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 expectation that we will continue to be 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.
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.
The structure of our compensation programs balances competitive wages, benefits and incentive earnings for both short-term and long-term performance. ​ The health and safety of our employees and others is a high priority in the way we manage our business.
The structure of our compensation programs balances competitive wages, benefits and incentive earnings for both short-term and long-term performance. ​ The health and safety of our employees, contractors, and the communities in which we operate are high priorities in the way we manage our business.
As with all mining projects, development and operation of Mt Todd is expected to have a variety of environmental impacts. In Australia, environmental legislation plays a significant role in the mining industry. We are required under Australian laws and regulations (federal and territorial) to acquire permits and other authorizations before Mt Todd can be developed and mined.
As with all mining projects, development and operation of Mt Todd is expected to have a variety of environmental impacts. We are required under Australian laws and regulations (federal and territorial) to acquire permits and other authorizations before Mt Todd can be developed and mined. In September 2014, the environmental impact statement (“EIS”) for Mt Todd was approved.
The current addresses, telephone and facsimile numbers of our offices are: ​ ​ ​ ​ Executive Office Registered and Records Office 7961 Shaffer Parkway, Suite 5 1200 Waterfront Centre – 200 Burrard Street Littleton, Colorado, USA 80127 Vancouver, British Columbia, Canada V7X 1T2 Telephone: (720) 981-1185 Telephone: (604) 687-5744 Facsimile: (720) 981-1186 Facsimile: (604) 687-1415 ​ Human Capital Management ​ As of December 31, 2022, we had 14 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, 2023, we had 12 full-time and no part-time employees globally.
Oversight is provided by the Company’s board of directors (the “Board of Directors”) through the Health, Safety, Environment and Social Responsibility Committee. Management utilizes the principles set out in our Health & Safety Policy to administer health and safety programs. Employees and others entering our workplaces are provided with and required to use personal protective equipment appropriate for their duties.
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.
The changes to the waste rock dump design have been referred to the NT EPA as required under the Environmental Protection Act 2019 for its consideration. ​ Environmental Regulation ​ Mt Todd is subject to various federal, territorial, and local laws and regulations governing protection of the environment.
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.
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 Mt Todd FS included reserve estimates pursuant to subpart 1300 of Regulations 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 the current market conditions at the time of the study.
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.
Each employee and visitor to our workplaces receives relevant orientation and is required to adhere to our established site health and safety protocols. In addition to recurring health and safety considerations, we comply with relevant policy and regulation recommended by government and health agencies in the jurisdictions where we operate.
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.
We look for opportunities to improve the value of our gold projects through exploration drilling and/or technical studies focused on optimizing previous engineering work. We do not currently generate cash flows from mining operations. ​ The Company’s flagship asset is its 100% owned Mt Todd gold project (“Mt Todd” or the “Project”) in Northern Territory, Australia (“NT”).
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.
This work has added substantial value to the Project and positions Mt Todd for near-term development. ​ The strategic process with CIBC Capital Markets, which is ongoing and remains a top priority, continues to generate interest and positive feedback on the technical merits of Mt Todd.
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.
Removed
We are focused on evaluation, acquisition, exploration and advancement of gold exploration and potential development projects which may lead to gold production or value adding strategic transactions such as earn-in right agreements, option agreements, leases to third parties, joint venture arrangements with other mining companies, or outright sales of assets for cash and/or other consideration.
Added
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.
Removed
With the approval of the Mining Management Plan (“MMP”) in June 2021, all major operating and environmental permits for Mt Todd have been received.
Added
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.
Removed
Mt Todd is one of the largest and most advanced undeveloped gold projects in Australia. ​ In 2022, Vista completed a feasibility study for Mt Todd (“Mt Todd FS”), retained CIBC Capital Markets as a strategic advisor to support the Company’s strategic outreach process for Mt Todd, concluded a drilling program to demonstrate district-scale resource growth potential, and significantly reduced costs.
Added
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.
Removed
These accomplishments advanced Mt Todd’s reserve size, resource growth potential, economic returns, and overall attractiveness as a large, development ready gold project. ​ The Mt Todd FS demonstrates the potential of a large-scale gold project at Mt Todd.
Added
Our funding strategy is to maintain adequate liquidity while minimizing dilution as we seek to preserve, enhance, and realize value from Mt Todd.
Removed
The Mt Todd FS addressed recommendations from the 2019 pre-feasibility study, included minor updates of the Project design to be consistent with the MMP, and reflected the completion of engineering and detailed costing in all areas of the Project. ​ 2 Table of Contents We have invested over $110 million to systematically explore, evaluate, engineer, permit and de-risk Mt Todd since we acquired it in 2006.
Added
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.
Removed
In recent years, we completed a number of optimization studies, which were incorporated into the Mt Todd FS.
Added
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.
Removed
The Company believes that there are indications that market conditions are improving, but interested parties continue to maintain a cautious approach to new, large-scale development projects.
Added
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.
Removed
To address this, the Company is evaluating a smaller scale project with significantly lower initial capital costs while maintaining operating costs similar to those in the Mt Todd FS, with potential for subsequent throughput expansion or mine-life extension.
Added
Vista received Royalty proceeds of $3 million in December 2023 and $7 million in February 2024.
Removed
We expect to be able to demonstrate this alternate development strategy early in 2023 and believe this should attract the interest of new potential partners and those who have previously expressed interest in different development strategies. ​ In 2022, the Company completed an exploration drilling program within a 5.4 km trend extending immediately north from the Batman pit.
Added
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.
Removed
The Company believes that the results from this program and historical sources demonstrate excellent resource growth potential, including delineation of four highly prospective exploration targets.
Added
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.
Removed
The Company views these targets as positive indicators of future resource growth potential to interested parties, and believes these targets represent the closest and most immediate opportunity for growth with the appropriate investment in additional drilling.
Added
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.
Removed
Vista has no immediate plans to complete additional drilling but continues to advance exploration on the exploration licenses, which cover 1,650 km 2 . ​ We significantly reduced our 2022 recurring costs, which were approximately 15% below plan. Reducing costs and maximizing cost effectiveness are also high priorities for 2023.
Added
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.
Removed
We have already taken steps to further reduce recurring costs by approximately 7% during 2023 and continue to evaluate and implement opportunities for additional cost reductions. ​ In addition to the technical advancements of the Project in 2022, Vista has all major operating and environmental permits for the development of Mt Todd.
Added
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.
Removed
In September 2014, the environmental impact statement (“EIS”) for Mt Todd was approved.
Added
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
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.
Added
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
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 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 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
(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.
Added
Employees and others entering our workplaces are provided with and required to use personal protective equipment appropriate for their duties. Each employee and visitor to our workplaces receives relevant orientation and is required to adhere to our established site health and safety protocols.
Added
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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

33 edited+6 added−0 removed61 unchanged
Biggest changeThese rules and regulations continue to evolve in scope and complexity and many new requirements have been created in response to laws enacted by the United States Congress, making compliance increasingly more difficult and uncertain, which could have an adverse effect on our reputation and our stock price. ​
Biggest changeThese rules and regulations continue to evolve in scope and complexity and many new requirements have been created in response to laws enacted by the United States Congress, making compliance increasingly more difficult and uncertain, which could have an adverse effect on our reputation and our stock price. ​ We are or may become subject to data privacy laws, regulations, litigation and directives relating to our processing of personal information. ​ The jurisdictions in which we operate (including the United States) have laws governing how we must respond to a cyber incident that results in the unauthorized access, disclosure, or loss of personal information.
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 operating performance.
This initiative and possible future initiatives could result in increased tax expenses and related compliance costs for Mt Todd or other future mining operations. ​ Securities Risks ​ Our share price may be volatile and your investment in our Common Shares could suffer a decline in value . ​ Broad market and industry factors may adversely affect the price of our Common Shares, regardless of our actual performance.
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.
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.
Operations in which we have direct or indirect interests will be subject to all the hazards and risks normally incidental to exploration, development, and production of gold and other metals, any of which could result in work stoppages, damage to property, physical harm and possible environmental damage.
Projects and operations in which we have direct or indirect interests will be subject to all the hazards and risks normally incidental to exploration, development, and production of gold and other metals, any of which could result in work stoppages, damage to property, physical harm and possible environmental damage.
There can be no assurance that the mining, comminution, and gold recovery processes (including ore sorting), gold production rates, revenue, and capital and operating costs including taxes and royalties will not vary unfavorably from the estimates and assumptions included in the Mt Todd FS, or any future studies. ​ Mt Todd requires substantial capital investment, and we may be unable to raise sufficient capital on favorable terms or at all. ​ Ongoing site costs, construction, operation and reclamation of Mt Todd will require significant capital.
There can be no assurance that the mining, comminution, gold recovery processes, gold production rates, revenue, and capital and operating costs including taxes and royalties will not vary unfavorably from the estimates and assumptions included in the Mt Todd FS, or any future studies. ​ Mt Todd requires substantial capital investment, and we may be unable to raise sufficient capital on favorable terms or at all. ​ Ongoing site costs, construction, operation and reclamation of Mt Todd will require significant capital.
Factors tending to influence gold prices include: ​ ● gold sales or leasing by governments and central banks or changes in their monetary policy, including gold inventory management and reallocation of reserves; ● speculative short or long positions on futures markets; ● the relative strength of the U.S. dollar; ● current, or expectations of future, rates of inflation or interest rates; ● changes to economic conditions in the United States, China, India and other industrialized or developing countries; ● geopolitical conflicts; ● changes in jewelry, investment or industrial demand; 16 Table of Contents ● changes in supply from production, disinvestment, and scrap; and ● forward sales by producers in hedging or similar transactions. ​ A substantial or extended decline in the gold price could: ​ ● negatively impact our ability to raise capital on favorable terms, or at all; ● negatively affect our ability to find a partner, investor or lender for the development of Mt Todd; ● jeopardize the development of Mt Todd; ● reduce our existing estimated mineral resources and reserves by removing material from these estimates that could not be economically processed at lower gold prices; ● reduce the potential for future revenues from gold projects in which we have an interest; ● reduce funds available to operate our business; and ● reduce the market value of the common shares in the capital of the Company (the “Common Shares”) and our assets. ​ Industry consolidation could result in the acquisition of a control position in the Company for less than fair value. ​ Consolidation within the industry is a growing trend.
Factors tending to influence gold prices include: ​ ● gold sales or leasing by governments and central banks or changes in their monetary policy, including gold inventory management and reallocation of reserves; ● speculative short or long positions on futures markets; ● the relative strength of the U.S. dollar; ● current, or expectations of future, rates of inflation or interest rates; ● changes to economic conditions in the United States, China, India and other industrialized or developing countries; ● geopolitical conflicts; ● changes in jewelry, investment or industrial demand; ● changes in supply from production, disinvestment, and scrap; and ● forward sales by producers in hedging or similar transactions. ​ A substantial or extended decline in the gold price could: ​ ● negatively impact our ability to raise capital on favorable terms, or at all; ● negatively affect our ability to find a partner, investor or lender for the development of Mt Todd; ● jeopardize the development of Mt Todd; ● reduce our existing estimated mineral resources and reserves by removing material from these estimates that could not be economically processed at lower gold prices; ● reduce the potential for future revenues from gold projects in which we have an interest; ● reduce funds available to operate our business; and ● reduce the market value of the Common Shares and our assets. ​ Industry consolidation could result in the acquisition of a control position in the Company for less than fair value. ​ Consolidation within the industry is a growing trend.
It is also possible that the liabilities and hazards might not be insurable, or, we could elect not to be insured against such liabilities due to high premium costs or other reasons, or our insurance for a particular event or circumstance might be insufficient, in which event we could 19 Table of Contents incur significant costs that could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation. ​ Pending or future legislation and regulations or other standards intended to address climate change could result in increased operating costs. ​ Gold production is energy intensive, resulting in a significant carbon footprint.
It is also possible that the liabilities and hazards might not be insurable, or, we could elect not to be insured against such liabilities due to high premium costs or other reasons, or our insurance for a particular event or circumstance might be insufficient, in which event we could incur significant costs that could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation. ​ Pending or future legislation and regulations or other standards intended to address climate change could result in increased operating costs. ​ Gold production is energy intensive, resulting in a significant carbon footprint.
Should any director or officer breach the duties imposed upon them by applicable laws, such actions or inactions could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation. ​ 18 Table of Contents Industry Risks ​ Calculations of mineral resources and mineral reserves are estimates only and subject to uncertainty. ​ Estimation of mineral resources and mineral reserves is an imprecise process and the accuracy of such estimates is a function of the quantity and quality of available data, assumptions used, and judgments made in interpreting geological information and estimating future capital and operating costs.
Should any director or officer breach the duties imposed upon them by applicable laws, such actions or inactions could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation. ​ Industry Risks ​ Calculations of mineral resources and mineral reserves are estimates only and subject to uncertainty. ​ Estimation of mineral resources and mineral reserves is an imprecise process and the accuracy of such estimates is a function of the quantity and quality of available data, assumptions used, and judgments made in interpreting geological information and estimating future capital and operating costs.
Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third-party agents.
Furthermore, a company may be found liable for violations committed by not only its employees, but also by its contractors and third-party agents.
If we find ourselves subject to an enforcement action or are found to be in violation of such laws, this could lead to civil and criminal fines and penalties, investigation and litigation, and loss of operating licenses or permits, resulting in a material adverse effect on our reputation and results of operations. ​ 21 Table of Contents Our business is subject to evolving corporate governance and public disclosure regulations that have increased both our compliance costs and the risk of noncompliance.
If we find ourselves subject to an enforcement action or are found to be in violation of such laws, this could lead to civil and criminal fines and penalties, investigation and litigation, and loss of operating licenses or permits, resulting in a material adverse effect on our reputation and results of operations. ​ Our business is subject to evolving corporate governance and public disclosure regulations that have increased both our compliance costs and the risk of noncompliance.
Currently, our property and royalty interests are subject to environmental laws and regulations in Australia and the U.S. ​ We could be subject to environmental lawsuits. ​ Neighboring landowners and other third parties could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by environmental nuisance, the release of hazardous substances or other waste material into the environment on or around our properties.
Currently, our property and royalty interests are subject to environmental laws and regulations in Australia and the U.S. ​ 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.
This could have a material adverse effect on our business prospects, results of operations, cash flows and financial condition. ​ 17 Table of Contents The occurrence of events for which we are not insured may affect our cash flow and overall profitability. ​ We maintain insurance policies that mitigate certain risks related to our assets and business activities.
This could have a material adverse effect on our business prospects, results of operations, cash flows and financial condition. ​ The occurrence of events for which we are not insured may affect our cash flow and overall profitability. ​ We maintain insurance policies that mitigate certain risks related to our assets and business activities.
A number of governments, governmental bodies, the World Bank and/or other entities maintain, have introduced, or are contemplating laws, regulations and standards in response to the potential impact of climate change.
A number of governments, governmental bodies, the World Bank and/or other entities maintain, have introduced, or are contemplating laws, regulations and standards in response to potential impacts of climate change.
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.
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.
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.
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.
Vista is required to comply with anti-corruption and anti-bribery laws in the countries in which we conduct our business. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti-bribery laws.
We are required to comply with anti-corruption and anti-bribery laws in the countries in which we conduct our business. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment of companies convicted of violating anti-corruption and anti-bribery laws.
There is growing attention from the media and the public on perceived international tax avoidance techniques which could result in escalating rates of poverty, inequality and unemployment in host countries.
There is growing attention from the media and the public to perceived international tax avoidance techniques which could result in escalating rates of poverty, inequality and unemployment in host countries.
If any of the following risks actually occur, our business, financial condition and operating results could be materially adversely affected. 13 Table of Contents ​ Operating Risks ​ We cannot be assured that the Mt Todd FS has, or future studies will, accurately forecast economic results. ​ Mt Todd is our principal asset.
If any of the following risks actually occur, our business, financial condition and operating results could be materially adversely affected. ​ Operating Risks ​ We cannot be assured that the Mt Todd FS has, or future studies will, accurately forecast economic results. ​ Mt Todd is our principal asset.
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, damaged reputation, remediation costs, potential litigation, regulatory enforcement proceedings and heightened regulatory scrutiny. ​ The Company is subject to anti-bribery and anti-corruption laws. ​ Vista’s operations are governed by, and involve interactions with, many levels of government in several countries.
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.
In addition, costs are affected by the cost of capital, tax and royalty regimes, 14 Table of Contents 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 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.
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.
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.
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. ​ 15 Table of Contents 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 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.
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 likely a “passive foreign investment company,” which will 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 was classified as a passive foreign investment company (“PFIC”) up to and including the taxable year ended December 31, 2022, and based on current business plans and financial projections, management believes there is a significant likelihood that the Company will be classified as a PFIC during the current taxable year.
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.
Potential dilution. 20 Table of Contents Our constating documents allow us to issue an unlimited number of Common Shares for such consideration and on such terms and conditions as shall be established by the Board of Directors, in many cases, without the approval of shareholders.
Our constating documents allow us to issue an unlimited number of Common Shares for such consideration and on such terms and conditions as shall be established by the Board of Directors, in many cases, without the approval of shareholders.
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; ● 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.
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.
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.
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 insurance is maintained in amounts that we believe to be reasonable based on the circumstances surrounding each identified risk. However, we may elect to limit or not have insurance for certain risks because of the high premiums associated with insuring those risks or for various other reasons. In other cases, insurance may not be available for certain risks.
This insurance is maintained in amounts that we believe to be reasonable based on the circumstances surrounding each identified risk. However, we may elect to limit or not maintain insurance for certain risks because of the high premiums associated with insuring those risks in relation to potential perils or for various other reasons.
We do not insure against political risk. 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.
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.
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. In addition, the regulatory authorities may increase reclamation and bonding requirements from time to time.
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.
We are subject to changing rules and regulations promulgated by a number of governmental and self-regulated organizations, including but not limited to the British Columbia Securities Commission, the SEC, the Toronto Stock Exchange (the “TSX”), the NYSE American, and the Financial Accounting Standards Board.
We are subject to changing rules and regulations promulgated by numerous governmental and self-regulated organizations, including but not limited to the British Columbia Securities Commission, the SEC, the TSX, the NYSE American, and the Financial Accounting Standards Board.
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 ​ The Company may experience cybersecurity breaches. ​ 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 Vista’s operations.
Most costs in Australia are incurred in the local currency. Appreciation of the Australian dollar, if any, against the U.S. dollar effectively increases our cost of doing business.
Appreciation of the Australian dollar, if any, against the U.S. dollar effectively increases our cost of doing business.
The satisfaction of these bonding requirements and continuing or future reclamation obligations will require a significant amount of capital.
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.
Added
We expect to continue to 16 Table of Contents incur losses.
Added
In other cases, insurance may not be available for certain risks. We do not insure against political risk.
Added
Additionally, new laws and regulations governing data privacy and unauthorized disclosure of personal information and imposing certain cybersecurity-related requirements may provide for a private right of action and imposition of significant fines, pose increasingly complex compliance challenges. Some or all of such legislation will elevate our compliance costs over time.
Added
Our business involves collection, use, and other processing of personal information and personally identifiable information of our employees, investors, contractors, suppliers, and customer contacts.
Added
As legislation continues to develop and cyber incidents continue to evolve, we will likely be required to expend significant resources to continue to modify or enhance our protective measures to comply with such legislation and to detect, investigate and remediate vulnerabilities to cyber incidents that relate to data privacy.
Added
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. ​

Item 2. Properties

Properties — owned and leased real estate

61 edited+7 added−3 removed128 unchanged
Biggest changeGAAP Financial Measures for additional disclosure. ​ 25 Table of Contents The following chart presents the 50,000 tpd Project annual cash flow using $1,600/oz gold and an A$1.00:$0.71 exchange rate: ​ ​ The following table provides additional details of the 50,000 tpd Project economics at variable gold price and foreign exchange assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gold Price and Foreign Exchange Rate Sensitivity Table ($ Millions) Foreign Gold Price Exchange Rate $1,300 $1,400 $1,500 $1,600 $1,700 $1,800 $1,900 ($/A$) NPV 5% IRR NPV 5% IRR NPV 5% IRR NPV 5% IRR NPV 5% IRR NPV 5% IRR NPV 5% IRR 0.74 $214 8.6% $453 12.4% $674 15.5% $911 19.0% $1,144 22.1% $1,372 25.0% $1,589 27.7% 0.71 $304 10.2% $541 14.0% $762 17.3% $999.5† 20.6%† $1,229 23.7% $1,458 26.7% $1,674 29.4% 0.68 $393 11.9% $626 15.6% $851 18.9% $1,085 22.3% $1,313 25.7% $1,543 28.5% $1,758 31.3% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ † Reflects the assumptions used for the economic analysis in the Mt Todd FS. ​ 26 Table of Contents Key capital expenditures for the 50,000 tpd Project initial and sustaining capital requirements are: ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital Expenditures ($ Millions, except per ounce amount) Initial Sustaining ​ ​ Capital ​ Capital Mining ​ $ 81 ​ $ 531 ​ Process Plant ​ ​ 474 ​ ​ 28 ​ Project Services ​ ​ 56 ​ ​ 89 ​ Project Infrastructure ​ ​ 45 ​ ​ 8 ​ Site Establishment & Early Works ​ ​ 24 ​ ​ — ​ Management, Engineering, EPCM Services ​ ​ 100 ​ ​ — ​ Preproduction Costs ​ ​ 27 ​ ​ — ​ Contingency ​ ​ 86 ​ ​ 44 ​ Sub-Total ​ $ 892 ​ $ 700 ​ Asset Sale and Salvage ​ ​ — ​ ​ (37) ​ Total Capital ​ $ 892 ​ $ 663 (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Capital per Payable Ounce of Gold ​ $ 141 ​ $ 105 (1) ​ ​ Note: Amounts may not add to total due to rounding.
Biggest changeGAAP 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.
For a description of the key assumptions, parameters and methods used to estimate mineral reserves and mineral resources included in this Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the technical report summary of the Mt Todd FS (as described below) which is included as an exhibit to this Form 10-K. ​ Mt Todd Gold Project, Northern Territory, Australia ​ Summary Disclosure ​ The Company has one material mining property, the Mt Todd gold project located in the Northern Territory of Australia.
For a description of the key assumptions, parameters and methods used to estimate mineral resources and mineral reserves included in this Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the technical report summary of the Mt Todd FS (as described below) which is included as an exhibit to this Form 10-K. ​ Mt Todd Gold Project, Northern Territory, Australia ​ Summary Disclosure ​ The Company has one material mining property, the Mt Todd gold project located in the Northern Territory of Australia.
The shaded portion of the table highlights the impact of 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. ​ 28 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 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.
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. ​ 44 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. ​ 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’s drilling discovered a larger Batman Deposit resource by probing deeper with diamond drilling averaging 550 meters in depth. 37 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.
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.
Most of the equipment was sold in June 2001 and removed from the mine. ​ In March 2006, Vista acquired the concession rights from the Deed Administrators and surface rights from the Jawoyn Association and entered into a contract with the NT Government. ​ Exploration Licenses ​ Since acquiring the Mt Todd ELs, Vista has conducted an ongoing exploration program that includes prospecting, geologic mapping, rock and soil sampling, geophysical surveys and exploration drilling.
Most of the equipment was sold in June 2001 and removed from the mine. ​ In March 2006, Vista acquired the concession rights from the Deed Administrators and surface access rights from the Jawoyn Association and entered into a contract with the NT Government. ​ Exploration Licenses ​ Since acquiring the Mt Todd ELs, Vista has conducted an ongoing exploration program that includes prospecting, geologic mapping, rock and soil sampling, geophysical surveys and exploration drilling.
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 36 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: 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.
Final capital costs to complete the project were AUD232 million (USD181 million). ​ Design capacity 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 Mtpy was achieved by mid-1997; however, problems with the flotation circuit which resulted in reduced recoveries necessitated closure of this circuit.
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); ● heap leach 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 facility. ​ Geological Setting, Mineralization, and Deposit Type ​ Mt Todd is situated within the southeastern portion of the Early Proterozoic Pine Creek Geosyncline.
The table below presents the estimated mineral resources for the Project. ​ Mt Todd Gold Project – Summary of Gold Mineral Resources 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 resources exclude proven and probable reserves. ● The Point of Reference for the Batman and Quigleys deposits is in situ at the property.
The table below presents the estimated mineral resources for the Project. ​ Mt Todd Gold Project – Summary of Gold Mineral Resource (Exclusive of Gold Mineral Reserves) Based on US$1,300/oz Gold ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Batman Deposit ​ Heap Leach Pad ​ Quigleys Deposit ​ Total ​ ​ ​ ​ ​ ​ Contained ​ ​ ​ ​ ​ Contained ​ ​ ​ ​ ​ Contained ​ ​ ​ ​ ​ Contained ​ ​ Tonnes ​ Grade ​ Ounces ​ Tonnes ​ Grade ​ Ounces ​ Tonnes ​ Grade ​ Ounces ​ Tonnes ​ Grade ​ Ounces ​ ​ ​ (000s) ​ (g Au/t) ​ (000s) ​ (000s) ​ (g Au/t) ​ (000s) ​ (000s) ​ (g Au/t) ​ (000s) ​ (000s) ​ (g Au/t) ​ (000s) Measured ​ — ​ — ​ — ​ — ​ — ​ — ​ 594 ​ 1.15 ​ 22 ​ 594 ​ 1.15 ​ 22 ​ Indicated ​ 10,816 ​ 1.76 ​ 613 ​ — ​ — ​ — ​ 7,301 ​ 1.11 ​ 260 ​ 18,117 1.49 873 ​ Measured & Indicated ​ 10,816 1.76 613 ​ — — — ​ 7,895 1.11 282 ​ 18,711 1.49 895 ​ Inferred ​ 61,323 0.72 1,421 ​ — — — ​ 3,981 1.46 187 ​ 65,304 0.77 1,608 ​ ​ Notes: ● Measured & indicated mineral resources exclude proven and probable mineral reserves. ● The Point of Reference for the Batman and Quigleys deposits is in situ at the property.
Pit parameters: Mining Cost US$1.50/tonne, Milling Cost US$7.80/tonne processed, G&A Cost US$0.46/tonne processed, G&A/Year 8,201 K US$, Au Recovery, Sulfide 85%, Transition 80%, Oxide 80%, 0.2g-Au/t minimum for resource shell. ● Quigleys: Resources constrained within a US$1,300/oz gold Whittle TM pit shell.
Pit parameters: Mining Cost US$1.50/tonne, Milling Cost US$7.80/tonne processed, G&A Cost US$0.46/tonne processed, G&A/Year 8,201 K US$, Au Recovery, Sulfide 85%, Transition 80%, Oxide 80%, 0.2g-Au/t minimum for resource shell. ● Quigleys: Mineral resources constrained within a US$1,300/oz gold Whittle TM pit shell.
The Point of Reference for the Heap Leach is the physical Heap Leach pad at the property. ● Batman and Quigleys resources are quoted at a 0.40g-Au/t cut-off grade. Heap Leach resources are the average grade of the heap, no cut-off applied. ● Batman: Resources constrained within a US$1,300/oz gold Whittle TM pit shell.
The Point of Reference for the Heap Leach is the physical Heap Leach pad at the property. ● Batman and Quigleys resources are quoted at a 0.40g-Au/t cut-off grade. Heap Leach mineral resources are the average grade of the heap, no cut-off applied. ● Batman: Mineral resources constrained within a US$1,300/oz gold Whittle TM pit shell.
Following completion of assay results, all pulps and reject material were shipped back to the Project site and stored. 41 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.
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.
There have been no changes in the mineral reserve estimates since December 31, 2021 because the Company and the relevant qualified persons determined that the same material assumptions and criteria continued to apply as of December 31, 2022, including that the Company used a cutoff grade higher than the economic cutoff grade such that any intervening changes in the underlying economic assumptions were not material and did not require use of a cutoff grade greater than 0.35 g Au/t for mineral reserve estimation purposes. ● The effective date of the mineral reserve estimates under the requirements of NI 43-101 is December 31, 2021.
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.
We 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 the end of December 2022, the pit contained approximately 0.7 gigaliters of water due to previous dewatering operations.
There have been no changes in the mineral resource estimates since December 31, 2021 because upon review the Company and the relevant qualified persons determined that the same material assumptions and estimates, including all economic parameters for resource estimation purposes, continued to apply as of December 31, 2022. ● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resource estimates under the requirements of NI 43-101 is December 31, 2021. ● Mineral resources that are not mineral reserves have no demonstrated economic viability and do not meet all relevant modifying factors.
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.
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 42 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.
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.
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, 2022.
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.
The study assumes the equipment will be sold when retired from operations, at an estimated salvage value of $21 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 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.
Any future mining will require sufficient surety bonding to fund mine closure. ​ 32 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. 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.
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. ​ 39 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. ​ 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.
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 43 Table of Contents 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, 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.
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. 45 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. 46 Table of Contents Gold Recoveries ​ We evaluated gold recoveries using two-stage grinding and a finer product size.
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. 29 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 $1,125 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.
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.
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. 34 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 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.
(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. 27 Table of Contents In November 2020, we modified our agreement with the Jawoyn Association.
(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.
The feasibility study was conducted by a joint venture between Bateman Kinhill and Kilborne (“BKK”) and was completed in June 1995. ​ 35 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. ​ 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 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 38 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 39 Table of Contents core. This orientation more accurately transects the true thickness of the mineralization.
The 33 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 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 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. ​ 23 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.
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.
Risk Factors.” ​ There was no change in reserve estimates as of December 31, 2022 compared to December 31, 2021 as the same material assumptions and criteria were determined to continue to apply to the reserve estimates and there was no depletion of reserves in the fiscal year ending December 31, 2022 as the Mt.
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.
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 in November of that year.
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.
There was no change in resource estimates as of December 31, 2022 compared to December 31, 2021 as the same material assumptions and criteria were determined to continue to apply to the resource estimates and there was no conversion of resources into reserves in the fiscal year ending December 31, 2022.
There was no change in mineral resource 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 resource estimates and there was no conversion of mineral resources into mineral reserves in the fiscal year ending December 31, 2023.
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 be sufficient to provide process water 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 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 has already been cleared and graded. ​ Other benefits of Mt Todd’s NT location 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) less than 40 kilometers from site and the NT capital of Darwin less than 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 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.
The companion report is referenced herein for informational purposes only. ​ The technical data and economic conclusions of these reports are materially identical, with differences in the formatting of the reports and details of certain assumptions resulting only from the respective disclosure requirements of S-K 1300 and NI 43-101.
The companion report is referenced herein for informational purposes only and is not incorporated herein by reference. ​ The technical data and economic conclusions of these reports are materially identical, with differences in the formatting of the reports and details of certain assumptions resulting only from the respective disclosure requirements of S-K 1300 and NI 43-101.
Final approval was given in September 2014. ​ The Jawoyn people have been consulted with and involved in the planning of the Project.
Final approval was given in September 2014. ​ The Jawoyn Association have been consulted with and involved in the planning of the Project.
Vista expects to incur expenditures of approximately $2,100 for its Mt Todd site maintenance and environmental stewardship activities. ​
Vista expects to incur expenditures of approximately $2,200 for its Mt Todd site maintenance and environmental stewardship activities. ​
Subsequently, high reagent consumption, as a result of cyanide soluble copper minerals, further hindered efforts to reach design production. Operating costs were above those predicted in the feasibility study. The spot price of gold deteriorated from above USD400 in early 1996 to below USD300 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 USD$400 in early 1996 to below USD$300 per ounce at the end of 1997.
The reports were prepared by Sabry Abdel Hafez, Ph.D., P.Eng.; Rex Clair Bryan, Ph.D., SME RM; Thomas L. Dyer, P.E., SME RM; Amy Hudson, Ph.D., CPG, REM; April Hussey, P.E.; Chris Johns, M.Sc., P.Eng.; Max Johnson, P.E.; Deepak Malhotra, Ph.D., SME RM; Zvonimir Ponos, BE, MIEAust, CPeng, NER; Vicki J.
The reports were prepared by Maurie Marks, P.Eng.; Rex Clair Bryan, Ph.D., SME RM; Thomas L. Dyer, P.E., SME RM; Amy L. Hudson, Ph.D., CPG, SME RM; April Hussey, P.E.; Chris Johns, M.Sc., P.Eng.; Max Johnson, P.E.; Deepak Malhotra, Ph.D., SME RM; Zvonimir Ponos, BE, MIEAust, CPeng, NER; Vicki J.
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 tonne per year (“Mtpy”) heap leach plant, which came on stream in late 1993.
Surface elevations are approximately 130 to 160 meters above sea level in the area of the previous and planned mine plant site and waste rock dumps. ​ ​ Project Stage ​ The Mt Todd gold project is a development stage property with proven and probable mineral reserves. ​ 24 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) at 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 $817 per ounce, including average cash costs of $752 per ounce during the first seven years of operations following commissioning and ramp-up; ● a 16-year operating life; ● initial capital requirements of $892 million 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 $999.5 million and internal rate of return (“IRR”) of 20.6% at a gold price of $1,600 per ounce and an AUD:USD exchange rate of 0.71; and ● after-tax NPV 5% of $1.7 billion and IRR of 29.4% at a price of $1,900 per ounce of gold and an AUD:USD exchange rate of 0.71 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.
Surface elevations are approximately 130 to 160 meters above sea level in the area of the previous and planned mine plant site and waste rock dumps. ​ ​ 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 $2,100 per ounce of gold and an AUD:USD exchange rate of 0.69 based on the Gold Price and Foreign Exchange Sensitivity Table below. ​ (1) Note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 and CIM Definition Standards.
(“Pegasus”), the NT Government, and the Jawoyn Association, we acquired the concession rights and access to Mt Todd. Also in 2006, through an agreement with the NT Government, we established the rights and obligations of Vista and the NT Government with respect to Mt Todd site care and maintenance and potential future development.
Also in 2006, through an agreement with the NT Government, we established the rights and obligations of Vista and the NT Government with respect to Mt Todd site care and maintenance and potential future development.
Should a deposit be discovered on the ELs, the portion of the related EL would have to be converted to an ML before mining operations could start. 31 Table of Contents ​ Mt Todd Land Holdings of Vista Gold Australia ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Holding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Requirements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent & ​ Annual Work ​ Annual ​ ​ ​ Surface ​ Location ​ ​ ​ ​ ​ Admin Fees ​ Requirement ​ Expenditure/ ​ ​ ​ Area ​ Description ​ Location Date/ ​ ​ ​ (thousands ​ (thousands ​ Technical ​ Mineral Licenses (Km 2 ) (UTM) Grant Date Renewal Date of A$) of A$) Reports Due ​ MLN 1070 ​ 39.8 ​ Mining License Block ​ March 5, 1993 ​ March 4, 2043 ​ 88 (due March 4) ​ N/A ​ May 4 ​ MLN 1071 ​ 13.3 ​ centered at ​ March 5, 1993 ​ March 4, 2043 ​ 29 (due March 4) ​ N/A ​ May 4 ​ MLN 1127 ​ 0.8 ​ approximately ​ March 5, 1993 ​ March 4, 2043 ​ 2 (due March 4) ​ N/A ​ May 4 ​ MLN 31525 ​ 1.6 ​ 188555E, 435665N ​ September 4, 2017 ​ September 3, 2042 ​ 4 (due September 3) ​ N/A ​ May 4 ​ Subtotal ​ 55.4 ​ ​ ​ ​ ​ ​ ​ 123 ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Holding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Requirements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent & ​ Annual Work ​ Annual ​ ​ ​ Surface ​ Location ​ ​ ​ ​ ​ Admin Fees ​ Requirement ​ Expenditure/ ​ ​ ​ Area ​ Description ​ Location Date/ ​ ​ ​ (thousands ​ (thousands ​ Technical ​ Exploration Licenses (Km 2 ) (UTM) Grant Date Renewal Date of A$) of A$) Reports Due ​ EL29882 ​ 556 ​ Centered at approximately 189100E, 84520000N ​ September 16, 2013 ​ September 15, 2023 ​ 39 (due September 15) ​ 125 ​ May 14 ​ EL29886 ​ 595 ​ Centered at approximately 200300E, 8452000N ​ September 16, 2013 ​ September 15, 2023 ​ 45 (due September 15) ​ 77 ​ May 14 ​ EL30898 ​ 187 ​ Centered at approximately 176100E, 8428700N ​ May 3, 2016 ​ May 2, 2024 ​ 13 (due May 2) ​ 12 ​ May 14 ​ EL32004 ​ 163 ​ Centered at approximately 164000E, 8430550N ​ November 21, 2019 ​ November 20, 2025 ​ 4 (due November 20) ​ 30 ​ May 14 ​ ELA32005 ​ 149 ​ Centered at approximately 160180E, 8445150N ​ Under application ​ Under application ​ Under application ​ Under application ​ Under application ​ Subtotal ​ 1,650 ​ ​ ​ ​ ​ ​ ​ 101 ​ 244 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Totals A$ ​ ​ ​ ​ ​ ​ ​ ​ ​ 224 ​ 244 ​ ​ ​ Totals US$ (exchange rate of A$1.00 = $0.682 on December 31, 2022) ​ ​ ​ 153 ​ 166 ​ ​ ​ ​ The surface land in the area of the contiguous MLs and ELs (excluding EL 32004) is freehold land owned by the Jawoyn Association.
Should a deposit be discovered on the ELs, the portion of the related EL would have to be converted to an ML before mining operations could start. 32 Table of Contents ​ Mt Todd Land Holdings of Vista Gold Australia ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Holding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Requirements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent & ​ Annual Work ​ Annual ​ ​ ​ Surface ​ Location ​ ​ ​ ​ ​ Admin Fees ​ Requirement ​ Expenditure/ ​ ​ ​ Area ​ Description ​ Location Date/ ​ ​ ​ (thousands ​ (thousands ​ Technical ​ Mineral Licenses (Km 2 ) (UTM) Grant Date Renewal Date of A$) 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.
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.
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.
The only exception to this was when a portion of the remaining core had been flagged for use in the ongoing metallurgical test work. ​ The bagged samples had sample tags placed both inside and on the outside of the sample bags.
The only exception to this was when a portion of the remaining core had been flagged for use in the ongoing metallurgical test work. ​ The bagged samples had sample tags placed both inside and on the outside of the sample bags. The individual samples were grouped into “lots” for submission to Northern Australian Laboratories Pty. Ltd.
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.
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.
Todd Gold Project is in the development stage ​ The tables below show the resource classification criteria and variogram parameters for the Batman resource model. 30 Table of Contents ​ Property Holdings In 2006, through an agreement with Pegasus Gold Australia Pty. Ltd.
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.
Dyer, P.E., is the QP responsible for reporting the Batman Deposit Proven and Probable reserves. ● Batman deposit reserves are reported using a 0.35 g Au/t cutoff grade. ● Deepak Malhotra is the QP responsible for reporting the heap-leach pad reserves. ● Because all the heap-leach pad reserves are to be fed through the mill, these reserves are reported without a cutoff grade applied. ● The reserves point of reference is the point where material is fed into the mill. ● The effective date of the mineral reserve estimates under the requirements of S-K 1300 is December 31, 2022.
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.
In 2017, the latter agreement was extended through the end of 2023 and the Company has requested an additional extension. ​ Total land holdings controlled by Vista Gold Australia are approximately 1,705 Km 2 .
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 .
Business – Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves” in this annual report on Form 10-K for additional information. ​ 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) ​ $ 752 ​ ​ $ 817 ​ ​ AISC ($/oz) (5) ​ $ 860 ​ ​ $ 928 ​ ​ Strip Ratio (waste:ore) ​ 2.77 ​ ​ 2.51 ​ ​ Initial Capital ($ millions) ​ ​ ​ ​ ​ $ 892 ​ ​ After-tax NPV 5% ($ millions) ​ ​ ​ ​ ​ $ 999.5 ​ ​ After-tax IRR ​ ​ ​ ​ ​ ​ 20.6 % ​ After-tax Payback (Months) ​ ​ ​ ​ ​ ​ 47 ​ ​ ​ Note: Table economics presented using $1,600/oz gold and a A$1.00 :$0.71 exchange.
GAAP Financial Measures for additional disclosure. ​ Key statistics of the 50,000 tpd Project are presented in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years 1-7 (1) ​ Life of Mine (16 years) (2) Average Plant Feed Grade (g Au/t) (3) ​ ​ 1.01 ​ ​ ​ 0.84 ​ ​ Average Annual Gold Production (koz) ​ 479 ​ ​ 395 ​ ​ Payable Gold Total (koz) ​ 3,353 ​ ​ 6,313 ​ ​ Average Recovery (%) ​ ​ 92.2 % ​ ​ 91.6 % ​ Cash Costs ($/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.
Rozelle, Senior Vice President of Vista. Mr. Rozelle is a qualified person as defined by S-K 1300 and NI 43-101.
Rozelle (PG, member AIPG), a technical consultant. Mr. Rozelle is a qualified person as defined by S-K 1300 and NI 43-101.
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 ​ $ 8.52 ​ $ 316 ​ $ 6.79 ​ $ 302 ​ Processing ​ ​ 9.39 ​ ​ 348 ​ ​ 9.44 ​ ​ 419 ​ Site General and Administrative ​ ​ 1.06 ​ ​ 39 ​ ​ 0.99 ​ ​ 44 ​ Jawoyn Royalty (1) ​ ​ 0.86 ​ ​ 32 ​ ​ 0.72 ​ ​ 32 ​ Water Treatment ​ ​ 0.26 ​ ​ 10 ​ ​ 0.29 ​ ​ 13 ​ Tailings Management ​ ​ 0.08 ​ ​ 3 ​ ​ 0.08 ​ ​ 4 ​ Refining Costs (1) ​ ​ 0.09 ​ ​ 3 ​ ​ 0.08 ​ ​ 3 ​ Total Cash Costs (2) ​ $ 20.28 ​ $ 752 ​ $ 18.40 ​ $ 817 ​ ​ Note: Table may not add to total due to rounding (1) Jawoyn Royalty (as defined below) and refining costs calculated at $1,600 per ounce gold and an A$1.00 : $0.71 exchange rate.
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 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 Ltd (“NAL”) MLN 792 Eleanor Rd Pine Creek, NT 0847 Alternative assay analyses NAL ISO 17025 Certified NT Environmental Laboratories (Intertek Group) 3407 Export Dr Berrimah, NT 0828 Check Analyses NTEL ISO 17025 40 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.
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 completion of this study is expected in the first quarter of 2023. ​ The strategic process with CIBC Capital Markets is ongoing and remains a top priority. ​ Vista reduced its recurring costs in 2022, and reducing costs and maximizing effectiveness continue to be high priorities in 2023.
The studies will focus on a strategy of scalable development, allowing for throughput expansion or mine-life extension. ​ The strategic process with CIBC Capital Markets is ongoing and remains a top priority. ​ Vista reduced its recurring costs in 2023, and reducing costs and maximizing effectiveness continue to be high priorities in 2024.
The combined GPR range is now from 1.125% to 3.0% and is reflected in the table above. ​ 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. ​ 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.
(“Vista Gold Australia”). ​ Technical Report Summary ​ The 2022 feasibility study for Mt Todd is the technical report summary, prepared pursuant to S-K 1300, that was filed on EDGAR on February 24, 2022 and is entitled “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of December 31, 2022 and an issue date of February 9, 2022, as amended February 7, 2023 (the “Mt Todd FS”).
(“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.
The MMP was approved in June 2021 and is in the process of being amended to align with the larger-scale design in the Mt Todd FS.
The MMP was approved in June 2021 and is in the process of being amended to align with the larger-scale design in the Mt Todd FS. The changes to the pit, tailings storage facilities, and waste rock dump designs have been referred to the NT EPA as required under the Environmental Protection Act 2019 for its consideration.
Rozelle, Senior Vice President of Vista and a qualified person as defined by S-K 1300 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. ​ Sample Security ​ NAL is the primary laboratory we use for analysis of drill core assays.
Rozelle (PG, member AIPG), a technical consultant, and a qualified person as defined by S-K 1300 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. Mr. Rozelle does not have an ownership, royalty, or other interest in the property.
The changes to the waste rock dump design have been referred to the NT EPA as required under the Environmental Protection Act 2019 for its consideration. ​ 46 Table of Contents Environmental, Social and Community Factors ​ A number of environmental studies have been conducted at Mt Todd in support of the EIS and as required for environmental and operational permits.
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. 47 Table of Contents Environmental, Social and Community Factors ​ A number of environmental studies have been conducted at Mt Todd in support of the EIS and as required for environmental and operational permits.
Asset sale and salvage value assumptions include end of life re-sale values for mining and processing equipment; and recycle value for steel and pipe from the process plant and other facilities. ​ (1) Net of asset sales. ​ The Mt Todd FS contemplates an owner-operated mining fleet at initial capital of $86 million and sustaining capital of $565 million, inclusive of contingency.
Asset sale and salvage value assumptions include end of life re-sale values for mining and processing equipment; and recycle value for steel and pipe from the process plant and other facilities. ​ (1) Net of asset sales. (2) Total capital per payable ounce of gold is a non-U.S. GAAP financial measure; see Item 7.
The present volume of water in the pit will not present any major issues when resuming operations in the Batman pit. ​ 2023 Project Development Plans ​ The Company is evaluating a smaller scale project at Mt Todd, targeting a significantly lower initial capital cost while maintaining operating costs very close to those estimated in the Mt Todd FS.
The Company expects to follow the drilling 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 Mt Todd FS.
Removed
The technical report summary remains current in all material respects. ​ A companion feasibility study for Canadian purposes, pursuant to NI 43-101, was filed on SEDAR on February 24, 2022 and is entitled “NI 43-101 Technical Report - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of December 31, 2021 and an issue date of February 9, 2022.
Added
(2) See “Item 1. Business – Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves” in this annual report on Form 10-K for additional information. (3) Cash costs per ounce is a non-U.S. GAAP financial measure; see Non-U.S.
Removed
The individual samples were grouped into “lots” for submission to Northern Analytical Laboratories for sample preparation and analytical testing.
Added
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.
Removed
A smaller project would be scalable, allowing for throughput expansion or mine-life extension.
Added
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.
Added
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.
Added
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.
Added
Due to prior employment with the Company that ended on December 31, 2023, Mr. Rozelle owned 430,865 shares of Vista Gold Corp. and 122,418 restricted share units at March 8, 2024. ​ Sample Security ​ NAL is the primary laboratory we use for analysis of drill core assays.
Added
The present volume of water in the pit (approximately 1.8 gigaliters at the end of 2023) will not present any major issues when resuming operations in the Batman pit. ​ Project Development Plans ​ The Company is undertaking a 6,000-7,000 meter drilling program targeting the addition of low-stripping-ratio ounces at the north end of the Batman deposit.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed1 unchanged
Biggest changeDuring the fiscal year ended December 31, 2022, 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. 47 Table of Contents ​ PART I I ​
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 ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

11 edited+1 added−0 removed15 unchanged
Biggest changeIt is assumed that all such amendments will be enacted as currently proposed, and that there will be no other material change to any applicable law or administrative or assessing practice, although no assurance can be given in these respects. 49 Table of Contents Except as otherwise expressly provided, this summary does not take into account any provincial, territorial or foreign tax considerations, which may differ materially from those set out herein. ​ This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be and should not be construed as legal or tax advice to any particular U.S.
Biggest changeExcept as otherwise expressly provided, this summary does not take into account any provincial, territorial or foreign tax considerations, which may differ materially from those set out herein. ​ This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be and should not be construed as legal or tax advice to any particular U.S.
Such members or holders should consult their own tax advisors in this regard. ​ Generally, a holder’s Common Shares will be considered to be capital property of the holder provided that the holder is not a trader or dealer in securities, did not acquire, hold or dispose of the Common Shares in one or more transactions considered to be an adventure or concern in the nature of trade and does not hold the Common Shares as inventory in the course of carrying on a business. ​ Generally, a holder’s Common Shares will not be “taxable Canadian property” of the holder at a particular time at which the Common Shares are listed on a “designated stock exchange” (which currently includes the TSX) unless both of the following conditions are met at any time during the 60-month period ending at the particular time: ​ (i) the holder, persons with whom the holder does not deal at arm’s length, or any partnership in which the holder or persons with whom the holder did not deal at arm’s length holds a membership interest directly or indirectly through one or more partnerships, alone or in any combination, owned 25% or more of the issued shares of any class of the capital stock of Vista; and (ii) more than 50% of the fair market value of the Common Shares was derived directly or indirectly from, or from any combination of, real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Canadian Tax Act), “timber resource properties” (as defined in the Canadian Tax Act), or options in respect of or interests in such properties. ​ In certain other circumstances, a Common Share may be deemed to be “taxable Canadian property” for purposes of the Canadian Tax Act. ​ This summary is based on the current provisions of the Canadian Tax Act and the Convention in effect on the date hereof, all specific proposals to amend the Canadian Tax Act and Convention publicly announced by or on behalf of the Minister of Finance (Canada) on or before the date hereof, and the current published administrative and assessing policies of the CRA.
Such members or holders should consult their own tax advisors in this regard. ​ 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.
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, 2022.
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.
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 48 Table of Contents the securities of Vista, other than Canadian withholding tax.
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.
Residents should consult their own legal, accounting and tax advisors regarding such tax consequences under United States, state, local or foreign tax law regarding the acquisition or disposition of our Common Shares or other securities, in particular, the tax consequences of the Company likely being a PFIC within the meaning of Section 1297 of the United States Internal Revenue Code.
Residents should consult their own legal, accounting and tax advisors regarding such tax consequences under United States, state, local or foreign tax law regarding the acquisition or disposition of our Common Shares or other securities, in particular, the tax consequences of the Company possibly being a PFIC within the meaning of Section 1297 of the United States Internal Revenue Code.
Under the Company’s Articles, the quorum for the transaction of business at the meeting is two or more shareholders entitled to vote at the meeting represented in person or by proxy. 50 Table of Contents The foregoing is consistent with the laws, customs and practices in Canada.
Under the Company’s Articles, the quorum for the transaction of business at the meeting is two or more shareholders entitled to vote at the meeting represented in person or by proxy. The foregoing is consistent with the laws, customs and practices in 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.
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.
The Company’s equity compensation plans as of December 31, 2022 were the 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, 2023 were the stock option plan (“Stock Option Plan”), the long-term incentive plan (“LTIP”), and the deferred share unit plan (“DSU Plan”).
See the section “Item 1A. – Risk Factors – The Company is likely classified as a PFIC, which will likely have adverse U.S. federal income tax consequences for U.S. shareholders” above. ​ Unregistered Sales of Equity Securities ​ None. ​ Repurchase of Securities ​ During 2022, 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 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.
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 ​ 4,093,008 ​ 0.24 ​ 7,755,080 Equity compensation plans not approved by securityholders ​ N/A ​ N/A ​ N/A Total ​ 4,093,008 ​ 0.24 ​ 7,755,080 ​ As of December 31, 2022, 1,472,008 restricted share units (“RSUs”) were outstanding under the LTIP, 1,254,000 deferred share units (“DSUs”) were outstanding under the DSU Plan, and 1,367,000 options were outstanding under the Stock Option Plan to acquire an aggregate of 4,093,008 Common Shares. ​ See Note 6 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 ​ 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.
On February 21, 2023, the last reported sale price of the Common Shares of Vista on the NYSE American was $0.53, there were 118,989,927 Common Shares issued and outstanding, and we had approximately 223 registered shareholders of record.
On 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.
Added
It is assumed that all such amendments will be enacted as currently proposed, and that there will be no other material change to any applicable law or administrative or assessing practice, although no assurance can be given in these respects.

Item 7. Management's Discussion & Analysis

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

46 edited+35 added−28 removed11 unchanged
Biggest changeThe 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. ​ The following tables demonstrate the calculation of Cash Costs, AISC, and the respective unit-cost metrics for amounts presented in this report. ​ ​ Units Years 1-7 (1) Life of Mine (16 years) Payable Gold koz 3,353 6,313 Operating Costs US$000s 2,401,667 4,935,717 Refining Cost US$000s 11,564 21,943 Royalties US$000s 107,292 202,032 Cash Costs US$000s 2,520,523 5,159,692 Cash Cost per ounce US$/oz $752 $817 ​ ​ ​ ​ ​ ​ ​ 59 Table of Contents Sustaining Capital US$000s 363,456 700,205 All-In-Sustaining Costs US$000s 2,883,980 5,859,897 AISC per ounce US$/oz $860 $928 ​ Units Years 1-7 (1) Life of Mine (16 years) Payable Gold koz 3,353 6,313 Tonnes processed kt 124,298 280,375 Mining Costs US$000s $ 1,059,410 $ 1,903,807 Processing Costs US$000s 1,166,536 2,647,563 Site General and Administrative Costs US$000s 131,411 278,015 Water Treatment US$000s 32,887 82,692 Tailings Management US$000s 11,423 23,640 Refining Cost US$000s 11,564 21,943 Jawoyn Royalty US$000s 107,292 202,032 Cash Costs US$000s $ 2,520,523 $ 5,159,692 ​ Per Payable Ounce: Mining Cost per ounce $/oz $315.97 $301.55 Processing Cost per ounce $/oz 348.23 419.35 Site General and Administrative Costs per ounce $/oz 39.19 44.04 Water Treatment per ounce $/oz 9.81 13.10 Tailings Management per ounce $/oz 3.10 3.74 Refining Cost per ounce $/oz 3.45 3.48 Jawoyn Royalty per ounce $/oz 32.00 32.00 Cash Cost per ounce $/oz $751.75 $817.25 ​ ​ ​ ​ ​ Per Tonne Processed: ​ ​ ​ Mining Cost per tonne processed $/tonne $8.52 $6.79 Processing Cost per tonne processed $/tonne 9.39 9.44 Site General and Administrative Costs per tonne processed $/tonne 1.06 0.99 Water Treatment per tonne processed $/tonne 0.26 0.29 Tailings Management per tonne processed $/tonne 0.08 0.08 Refining Cost per tonne processed $/tonne 0.09 0.08 Jawoyn Royalty per tonne processed $/tonne 0.86 0.72 Cash Cost per tonne processed $/tonne $20.28 $18.40 (1)Years 1-7 start after the 6-month commissioning and ramp up period. ​ ​ 60 Table of Contents
Biggest changeThe sum of these costs is divided by the corresponding payable gold ounces or tonnes processed to determine AISC per ounce or per tonne processed metrics, respectively. ​ Other costs excluded from Cash Costs, and AISC include depreciation and amortization, income taxes, government royalties, financing charges, costs related to business combinations, asset acquisitions other than sustaining capital, and asset dispositions. ​ Initial capital requirements per payable ounce of gold consists of total initial capital requirements divided by the corresponding payable gold ounces. ​ The following tables demonstrate the calculation of Cash Costs, AISC, and the respective unit-cost metrics for amounts presented in this report in respect of Mt Todd. ​ ​ Units Years 1-7 (1) Life of Mine (16 years) Payable Gold koz 3,353 6,313 ​ ​ ​ ​ Operating Costs US$ 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
We have invested significant resources in water treatment and management, 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, Australia, creating a strong social license. ​ Mineral Resources and Mineral Reserves Estimates ​ The following table presents the estimated mineral resources for the Project.
Pit parameters: Mining Cost US$1.50/tonne, Milling Cost US$7.80/tonne processed, G&A Cost US$0.46/tonne processed, G&A/Year 8,201 K US$, Au Recovery, Sulfide 85%, Transition 80%, Oxide 80%, 0.2g-Au/t minimum for resource shell. ● Quigleys: Resources constrained within a US$1,300/oz gold Whittle TM pit shell.
Pit parameters: Mining Cost US$1.50/tonne, Milling Cost US$7.80/tonne processed, G&A Cost US$0.46/tonne processed, G&A/Year 8,201 K US$, Au Recovery, Sulfide 85%, Transition 80%, Oxide 80%, 0.2g-Au/t minimum for resource shell. ● Quigleys: Mineral resources constrained within a US$1,300/oz gold Whittle TM pit shell.
The Point of Reference for the Heap Leach is the physical Heap Leach pad at the property. ● Batman and Quigleys resources are quoted at a 0.40g-Au/t cut-off grade. Heap Leach resources are the average grade of the heap, no cut-off applied. ● Batman: Resources constrained within a US$1,300/oz gold Whittle TM pit shell.
The Point of Reference for the Heap Leach is the physical Heap Leach pad at the property. ● Batman and Quigleys resources are quoted at a 0.40g-Au/t cut-off grade. Heap Leach mineral resources are the average grade of the heap, no cut-off applied. ● Batman: Mineral resources constrained within a US$1,300/oz gold Whittle TM pit shell.
There have been no changes in the mineral reserve estimates since December 31, 2021 because the Company and the relevant qualified persons determined that the same material assumptions and criteria continued to apply as of December 31, 2022, including that the Company used a cutoff grade higher than the economic cutoff grade such that any intervening changes in the underlying economic assumptions were not material and did not require use of a cutoff grade greater than 0.35 g Au/t for mineral reserve estimation purposes. ● The effective date of the mineral reserve estimates under the requirements of NI 43-101 is December 31, 2021.
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.
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, 2022.
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.
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, 2022 and 2021, 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, 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”).
The following mineral resources and mineral reserves were prepared in accordance with both S-K 1300 standards and CIM Definition Standards. 52 Table of Contents Mt Todd Gold Project – Summary of Gold Mineral Resources 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 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 reserves. ● The Point of Reference for the Batman and Quigleys deposits is in situ at the property.
There have been no changes in the mineral resource estimates since December 31, 2021 because upon review the Company and the relevant qualified persons determined that the same material assumptions and estimates, including all economic parameters for resource estimation purposes, continued to apply as of December 31, 2022. ● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resource estimates under the requirements of NI 43-101 is December 31, 2021. ● Mineral resources that are not mineral reserves have no demonstrated economic viability and do not meet all relevant modifying factors.
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.
Rozelle is a qualified person as defined by subpart 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 in the gold mining industry.
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.
These costs were predominantly associated with Mt Todd and were comprised of fixed costs and discretionary costs. ​ For the years ended December 31, 2022 and 2021, our fixed exploration, property evaluation and holding costs totaled $3,095 and $3,855, respectively. These costs included expenditures necessary to preserve our property rights and meet our safety, regulatory and environmental responsibilities.
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.
GAAP performance measures do not have standardized meanings prescribed by U.S. GAAP, they may not be comparable to similar measures presented by other companies. These measures should not be considered in isolation or as substitutes for measures of performance prepared in accordance with U.S. GAAP. There are limitations associated with the use of such non-U.S. GAAP measures.
GAAP, they may not be comparable to similar measures presented by other companies. These measures should not be considered in isolation or as substitutes for measures of performance prepared in accordance with U.S. GAAP. There are limitations associated with the use of such non-U.S. GAAP measures.
As of December 31, 2022, $9,748 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, 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.
The Company also received cash of $196 in May 2022 as a value-added tax recovery from the previous sale of a non-core asset. ​ 55 Table of Contents Financial Position, Liquidity and Capital Resources ​ Operating Activities ​ Net cash used in operating activities was $7,413 and $10,620 for the years ended December 31, 2022 and 2021, respectively.
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.
Risk Factors.” ​ Results from Operations ​ Summary ​ Consolidated net loss for the year ended December 31, 2022 was $4,931, or $0.04 per common share in the capital of Vista (each, a “Common Share”) on both a basic and diluted basis.
Risk Factors.” ​ Results from Operations ​ Summary ​ Consolidated net loss for the year ended December 31, 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.
There was no change in reserve estimates as of December 31, 2022 compared to December 31, 2021 as the same material assumptions and criteria were determined to continue to apply to the reserve estimates and there was no depletion of reserves in the fiscal year ending December 31, 2022 as the Mt.
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.
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. ​ 57 Table of Contents Summary of Quarterly Results ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4th quarter ​ 3rd quarter ​ 2nd quarter ​ 1st quarter ​ 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) ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ — ​ $ — ​ $ — ​ $ — ​ Net income/(loss) ​ $ (8,316) ​ $ (3,069) ​ $ (753) ​ $ (3,099) ​ Basic income/(loss) per share ​ $ (0.08) ​ $ (0.02) ​ $ (0.01) ​ $ (0.03) ​ ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 principal components of our 2022 net loss and the year-over-year changes are discussed below. ​ The Company had cash of $8,110, working capital of $7,714, and no debt as of December 31, 2022. ​ 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 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.
Financial Statements and Supplementary Data” for recent accounting pronouncements applicable to the Company. ​ 58 Table of Contents Non-U.S. GAAP Financial Measures ​ In this report, we have provided information prepared or calculated according to U.S. GAAP, as well as provided certain non-U.S. GAAP prospective financial performance measures. Because the non-U.S.
Financial Statements and Supplementary Data” for recent accounting pronouncements applicable to the Company. ​ Non-U.S. GAAP Financial Measures ​ In this report, we have provided information prepared or calculated according to U.S. GAAP, as well as provided certain non-U.S. GAAP prospective financial performance measures. Because the non-U.S. GAAP performance measures do not have standardized meanings prescribed by U.S.
The decrease in operating cash outflows in 2022 largely resulted from lower spending for drilling, partially offset by higher payments for the feasibility study. ​ Investing Activities ​ 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.
The 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.
The discretionary programs include $2,232 for preparing the Mt Todd FS and $1,702 for exploration drilling, plus additional staffing expenses to support drilling and other activities. ​ Included in the 2022 and 2021 exploration, property evaluation and holding costs were non-cash stock-based compensation of $262 and $354, respectively. ​ Corporate Administration ​ Corporate administration costs were $3,767 and $3,945 during the years ended December 31, 2022 and 2021, respectively.
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.
Consolidated net loss for the year ended December 31, 2021 was $15,237, or $0.14 per Common Share on both a basic and diluted basis.
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.
Highlights include: ● estimated proven and probable mineral reserves increased by 19% to 6.98 million ounces of gold (280 Mt at 0.77 g Au/t) using a gold price of $1,125 for the reserve estimate and a cut-off grade of 0.35 g Au/t (1)(2) ; ● average annual production of 395,000 ounces of gold over a 16-year mine life at an average cash cost of $817 per ounce; ● high capital efficiency, with initial capital requirements of $892 million, or $141 per payable ounce of gold; ● after-tax NPV 5% of $999.5 million and internal rate of return (“IRR”) of 20.6% at a gold price of $1,600 per ounce; and ● after-tax NPV 5% of $1.7 billion and IRR of 29.4% at a price of $1,900 per ounce of gold. 51 Table of Contents ​ (1) Note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 and CIM Definition Standards (as defined below).
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.
The Company reports Cash Costs and AISC on a per ounce and per tonne processed basis because we believe these metrics more appropriately reflect mining costs over specified periods and the life of mine.
The Company reports Cash Costs and AISC on a per ounce and per tonne processed basis because we believe these metrics more appropriately reflect mining costs over specified periods and the life of mine. The Company reports initial capital cost requirements per payable ounce of gold because this metric provides a standard measurement of initial capital efficiency.
The scientific and technical disclosures about Mt Todd in this discussion and analysis have been reviewed and approved by John W. Rozelle, Senior Vice President of Vista. Mr.
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.
There was no change in resource estimates as of December 31, 2022 compared to December 31, 2021 as the same material assumptions and criteria were determined to continue to apply to the resource estimates and there was no conversion of resources into reserves in the fiscal year ending December 31, 2022. ​ 53 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 $1,125 per Ounce Pit Design ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Batman Deposit ​ Heap Leach Pad ​ Total ​ ​ ​ Contained ​ ​ ​ Contained ​ ​ ​ Contained ​ Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces ​ ​ (000s) ​ (g Au/t) ​ (000s) ​ (000s) ​ (g Au/t) ​ (000s) ​ (000s) ​ (g Au/t) ​ (000s) Proven 81,277 0.84 2,192 — — — 81,277 0.84 2,192 ​ Probable 185,744 0.76 4,555 13,354 0.54 232 199,098 0.75 4,787 ​ Proven & Probable 267,021 0.79 6,747 13,354 0.54 232 280,375 0.77 6,979 ​ Economic analysis conducted only on proven and probable mineral reserves.
Mt Todd Gold Project – Summary of Gold Mineral Reserves based on 50,000 tpd, 0.35 g Au/t cut-off and $1,500 per Ounce Pit Design ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Batman Deposit ​ Heap Leach Pad ​ Total ​ ​ ​ Contained ​ ​ ​ Contained ​ ​ ​ Contained ​ Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces ​ ​ (000s) ​ (g Au/t) ​ (000s) ​ (000s) ​ (g Au/t) ​ (000s) ​ (000s) ​ (g Au/t) ​ (000s) Proven 81,277 0.84 2,192 — — — 81,277 0.84 2,192 ​ Probable 185,744 0.76 4,555 13,354 0.54 232 199,098 0.75 4,787 ​ Proven & Probable 267,021 0.79 6,747 13,354 0.54 232 280,375 0.77 6,979 ​ Economic analysis conducted only on proven and probable mineral reserves.
Dyer, P.E., is the QP responsible for reporting the Batman Deposit Proven and Probable reserves. ● Batman deposit reserves are reported using a 0.35 g Au/t cutoff grade. ● Deepak Malhotra is the QP responsible for reporting the heap-leach pad reserves. ● Because all the heap-leach pad reserves are to be fed through the mill, these reserves are reported without a cutoff grade applied. ● The reserves point of reference is the point where material is fed into the mill. ● The effective date of the mineral reserve estimates under the requirements of S-K 1300 is December 31, 2022.
A US$ 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.
These capital resources totaled $8,110 at December 31, 2022 compared to $13,141 at December 31, 2021, representing a net decrease of $5,031 during 2022. ​ Current assets net of current liabilities (“Working Capital”) is a secondary measure of liquidity for the Company. As of December 31, 2022 and 2021, working capital was $7,714 and $12,164, respectively.
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.
We present the non-U.S. GAAP financial measures for our Project in the tables below. Actual U.S. GAAP results may vary from the amounts disclosed in this report. Other companies may calculate these measures differently. ​ Cash Costs, AISC and Respective Unit Cost Measures ​ Cash Costs and AISC, and respective unit cost measures, are non-U.S.
These metrics represent costs and unit-cost measures related to the Project. ​ We believe that these metrics help investors understand the economics of the Project. We present the non-U.S. GAAP financial measures for our Project in the tables below. Actual U.S. GAAP results may vary from the amounts disclosed in this report.
A number of risk factors may adversely affect estimated mineral reserves and mineral resources, any of which may result in a reduction or elimination of reported mineral reserves and mineral resources. See “Item 1A.
Cautionary note to investors: Proven and probable mineral reserves are estimated in accordance with each of S-K 1300 and CIM Definition Standards. A number of risk factors may adversely affect estimated mineral reserves and mineral resources, any of which may result in a reduction or elimination of reported mineral reserves and mineral resources. See “Item 1A.
The January 2021 payment of $1,100 was initially recorded as deferred option gain, with the full $2,100 being recognized as a gain upon receipt of the second payment of $1,000 in June 2021. ​ Exploration, Property Evaluation and Holding Costs ​ Exploration, property evaluation and holding costs, including fixed costs, discretionary programs, and non-cash stock-based compensation, were $4,522 and $7,942 during the years ended December 31, 2022 and 2021, respectively.
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.
Additional details regarding 2022 financial results are presented in the “Results from Operations” section above and the preceding discussions in this section of operating activities, investing activities and financing activities. For 2023, the Company plans to implement additional measures to reduce annual recurring costs to approximately $5,500. Discretionary programs are also expected to be reduced to approximately $600.
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.
GAAP measures associated with Cash Costs, All-in Sustaining Costs (“AISC”) and resulting per ounce and per tonne processed metrics are not, and are not intended to be, presentations in accordance with U.S. GAAP. These metrics represent costs and unit-cost measures related to the Project. ​ We believe that these metrics help investors understand the economics of the Project.
GAAP measures associated with Cash Costs, All-in Sustaining Costs (“AISC”), initial capital requirements and resulting per ounce and per tonne processed metrics are not, and are not intended to be, presentations in accordance with U.S. GAAP.
Expenses incurred for 2021 Mt Todd discretionary programs totaled $4,087.
Expenses incurred for 2022 Mt Todd discretionary programs totaled $1,427.
Cash may also be available to Vista through several forms of financial instruments, such as a royalty or stream interest in Mt Todd, convertible instruments, and debt facilities. ​ Considering current economic conditions and the Company’s ongoing initiatives, we believe our cash, cash equivalents and short-term investments and Working Capital as of December 31, 2022, 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 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.
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 Mt Todd FS included reserve estimates pursuant to subpart 1300 of Regulations 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 the current market conditions at the time of the study.
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.
In 2022, the Company reviewed and reversed a previously accrued amount of $240 for contingent reclamation costs because the associated costs were neither probable nor could be reasonably estimated.
In 2022, the Company reversed a previously accrued amount of $240 for contingent reclamation costs.
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”). During 2022, the Company sold 401,884 Common Shares under the ATM Program for net proceeds of $244.
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”).
Securities Act of 1933, as amended, and no offers or sales of Common Shares under the ATM Agreement will be made in Canada. The Common Shares will be distributed at market prices prevailing at the time of sale. ​ The Company could also undertake a private placement or public offering to raise additional cash.
Securities Act of 1933, as amended, and no offers or sales of Common Shares under the ATM Agreement will be made in Canada.
Our primary objective is to maintain adequate liquidity as we seek to preserve, enhance and realize value from Mt Todd in order to achieve positive returns for our shareholders. Our funding strategy is to maintain a low expenditure profile, realize value from our remaining non-core assets and, when necessary, issue additional equity or find other means of financing.
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.
Net cash provided by investing activities of $2,631 for the year ended December 31, 2021 resulted primarily from receipt of $2,100 under the Los Reyes agreement, $339 from the sale of Nusantara Resources shares, and $315 for payments related to Awak Mas, offset by fixed asset purchases of $139. ​ Financing Activities ​ 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 (as defined below). ​ Net cash of $12,984 for the year ended December 31, 2021 was provided by net proceeds of $12,323 from the Company’s July 2021 public offering (“2021 Offering”) (as described below) and $1,062 under the ATM Program (which included $191 relating to sales in 2020 that settled for cash in January 2021), partially offset by payments of $401 for employee withholding tax obligations in lieu of issuing Common Shares. ​ Liquidity and Capital Resources ​ The Company considers available cash, cash equivalents and short-term investments 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. ​ 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.
We look for opportunities to improve the value of our gold projects through exploration drilling and/or technical studies focused on optimizing previous engineering work. We do not currently generate cash flows from mining operations. ​ The Company’s flagship asset is its 100% owned Mt Todd gold project (“Mt Todd” or the “Project”) in Northern Territory, Australia (“NT”).
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.
The principal components of the decrease in 2022 included lower personnel costs and reduced power consumption due to minimal water pumping. ​ Expenses incurred for 2022 Mt Todd discretionary programs totaled $1,427. 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.
The principal components of the decrease in 2023 included lower personnel costs, partially offset by higher power consumption due to site water pumping. ​ Expenses incurred for 2023 Mt Todd discretionary programs totaled $412. The discretionary programs included $110 for amendments to the MMP and $110 for costs related to securing a development partner.
The quarterly estimated vesting percentage reflects management’s assessment of progress in accomplishing defined corporate objectives. Upon vesting, current period expense is adjusted based on the actual achievement of performance criteria. ​ Income Taxes ​ We have assets, hold interests, and conduct activities in several countries and are subject to their tax regimes. Tax laws are complex and continue to evolve.
A feasibility study reduces the uncertainty around some assumptions to an acceptable level and is a primary source of evidence. ​ Income Taxes ​ We have assets, hold interests, and conduct activities in several countries and are subject to their tax regimes. Tax laws are complex and continue to evolve.
The 2022 and 2021 corporate administration costs included non-cash stock-based compensation of $517 and $533, respectively.
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.
This work has added substantial value to the Project and positions Mt Todd for near-term development. ​ The strategic process with CIBC Capital Markets, which is ongoing and remains a top priority, continues to generate interest and positive feedback on the technical merits of Mt Todd.
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.
Removed
We are focused on evaluation, acquisition, exploration and advancement of gold exploration and potential development projects, which may lead to gold production or value adding strategic transactions such as earn-in right agreements, option agreements, leases to third parties, joint venture arrangements with other mining companies, or outright sales of assets for cash and/or other consideration.
Added
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.
Removed
With the approval of the Mining Management Plan (“MMP”) in June 2021, all major operating and environmental permits for Mt Todd have been received.
Added
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.
Removed
Mt Todd is one of the largest and most advanced undeveloped gold projects in Australia. ​ In 2022, Vista completed a feasibility study for Mt Todd (“Mt Todd FS”), retained CIBC Capital Markets as a strategic advisor to support the Company’s strategic outreach process for Mt Todd, concluded a drilling program to demonstrate district-scale resource growth potential, and significantly reduced costs.
Added
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.
Removed
These accomplishments advanced Mt Todd’s reserve size, resource growth potential, economic returns, and overall attractiveness as a large, development ready gold project. ​ The Mt Todd FS demonstrates the potential of a large-scale gold project at Mt Todd.
Added
Our funding strategy is to maintain adequate liquidity while minimizing dilution as we seek to preserve, enhance, and realize value from Mt Todd.
Removed
The Mt Todd FS addressed recommendations from the 2019 pre-feasibility study, included minor updates of the Project design to be consistent with the MMP, and reflected the completion of engineering and detailed costing in all areas of the Project. ​ We have invested over $110 million to systematically explore, evaluate, engineer, permit and de-risk Mt Todd since we acquired it in 2006.
Added
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.
Removed
In recent years, we completed a number of optimization studies, which were incorporated into the Mt Todd FS.
Added
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.
Removed
The Company believes that there are indications that market conditions are improving, but interested parties continue to maintain a cautious approach to new, large-scale development projects.
Added
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.
Removed
To address this, the Company is evaluating a smaller scale project with significantly lower initial capital costs while maintaining operating costs similar to those in the Mt Todd FS, with potential for subsequent throughput expansion or mine-life extension.
Added
Vista received Royalty proceeds of $3 million in December 2023 and $7 million in February 2024.
Removed
We expect to be able to demonstrate this alternate development strategy early in 2023 and believe this should attract the interest of new potential partners and those who have previously expressed interest in different development strategies. ​ In 2022, the Company completed an exploration drilling program within a 5.4 km trend extending immediately north from the Batman pit.
Added
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.
Removed
The Company believes that the results from this program and historical sources demonstrate excellent resource growth potential, including delineation of four highly prospective exploration targets.
Added
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.
Removed
The Company views these targets as positive indicators of future resource growth potential to interested parties, and believes these targets represent the closest and most immediate opportunity for growth with the appropriate investment in additional drilling.
Added
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.
Removed
Vista has no immediate plans to complete additional drilling but continues to advance exploration on the exploration licenses, which cover 1,650 km 2 . ​ We significantly reduced our 2022 recurring costs, which were approximately 15% below plan. Reducing costs and maximizing cost effectiveness are also high priorities for 2023.
Added
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.
Removed
We have already taken steps to further reduce recurring costs by approximately 7% during 2023 and continue to evaluate and implement opportunities for additional cost reductions. ​ In addition to the technical advancements of the Project in 2022, Vista has all major operating and environmental permits for the development of Mt Todd.
Added
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.
Removed
Todd Gold Project is in the development stage Cautionary note to investors: Proven and probable mineral reserves are estimated in accordance with each of S-K 1300 and CIM Definition Standards.
Added
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.
Removed
Including recognition of the associated deferred option gain, the Company recognized a gain of $2,883 upon receipt of the payment. ​ 54 Table of Contents In January and June 2021, the Company received a total of $2,100 for cancellation of its royalty interests and back-in right in the Guadalupe de los Reyes gold and silver project in Sinaloa, Mexico (“Los Reyes”).
Added
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.
Removed
Costs were generally lower during 2022 due to lower personnel and investor relations expenses, partially offset by higher legal and travel costs. ​ 2021 Write-down of Plant and Equipment ​ During the year ended December 31, 2021, the Company reduced the carrying value of the used mill equipment to $nil based on management’s estimate of recoverability.
Added
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.
Removed
This estimate reflects management’s consideration of the duration this equipment has been actively marketed by an independent broker and the current competitive market conditions for used equipment yielding no sales.
Added
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”).

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