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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to

          

Commission file number: 001-9025

Vista-Logo-2-300dpi

VISTA GOLD CORP.

 (Exact Name of Registrant as Specified in its Charter)

British Columbia

98-0542444

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

7961 Shaffer Parkway, Suite 5

Littleton, Colorado

80127

(Address of Principal Executive Offices)

(Zip Code)

(720) 981-1185

(Registrant’s Telephone Number, including Area Code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Shares, no par value

VGZ

NYSE American

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

      Large Accelerated Filer       Accelerated Filer       Non-Accelerated Filer Smaller Reporting Company Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $85,760,855

The number of shares of the Registrant’s Common Stock outstanding as of February 12, 2021 was 103,377,704.

 

Documents incorporated by reference:  To the extent herein specifically referenced in Part III, portions of the Registrant’s Definitive Proxy Statement on Schedule 14A for the 2021 Annual General Meeting of Shareholders are incorporated herein. See Part III.

Table of Contents

TABLE OF CONTENTS

Page

CAUTIONARY NOTE TO INVESTORS REGARDING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES AND PROVEN AND PROBABLE MINERAL RESERVES

1

USE OF NAMES

1

CURRENCY

2

METRIC CONVERSION TABLE

2

NOTE REGARDING FORWARD-LOOKING STATEMENTS

2

GLOSSARY

6

PART I

ITEM 1. BUSINESS

11

ITEM 1A. RISK FACTORS

15

ITEM 1B. UNRESOLVED STAFF COMMENTS

23

ITEM 2. PROPERTIES

24

ITEM 3. LEGAL PROCEEDINGS

49

ITEM 4. MINE SAFETY DISCLOSURES

49

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

49

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

53

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

61

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

81

ITEM 9A. CONTROLS AND PROCEDURES

81

ITEM 9B. OTHER INFORMATION

81

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

81

ITEM 11. EXECUTIVE COMPENSATION

82

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

82

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

82

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

82

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

82

ITEM 16. FORM 10-K SUMMARY

84

Table of Contents

CAUTIONARY NOTE TO INVESTORS REGARDING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES AND PROVEN AND PROBABLE MINERAL RESERVES

The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are defined in Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Definition Standards”). These definitions differ from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 (“SEC Industry Guide 7”) under the United States Securities Act of 1933, as amended (the “Securities Act”). Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average metal price is used in any reserve or cash flow analysis to designate reserves, and the primary environmental analysis or report must be filed with the appropriate governmental authority.

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of a mineral deposit in these categories will ever be converted into reserves under SEC Industry Guide 7. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic, technical and legal feasibility. It cannot be assumed that all, or any part, of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or preliminary feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically, technically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC(the “SEC Modernization Rules”). The Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules until its 10-K for the fiscal year beginning January 1, 2021, subject to certain exceptions which may require compliance earlier. Under the SEC Modernization Rules, the definitions of “proven mineral reserves” and “probable mineral reserves” have been amended to be substantially similar to the corresponding CIM Definition Standards and the SEC has added definitions to recognize “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” which are also substantially similar to the corresponding CIM Definition Standard. However there are differences between the definitions and standards under the SEC Modernization Rules and those under the CIM Definition Standards and therefore once the Company begins reporting under the SEC Modernization Rules there is no assurance that the Company’s mineral reserve and mineral resource estimates will be the same as those reported under CIM Definition Standards as contained in the technical report prepared under CIM Definition Standards or that the economics for the Mt Todd project estimated in such technical report will be the same as those estimated in any technical report prepared by the Company under the SEC Modernization Rules in the future.

Accordingly, information contained in this report and the documents incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by other companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

USE OF NAMES

In this annual report on Form 10-K, unless the context otherwise requires, the terms “we”, “us”, “our”, “Vista”, “Vista Gold”, or the “Company” refer to Vista Gold Corp. and its subsidiaries.

1

Table of Contents

CURRENCY

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.

METRIC CONVERSION TABLE

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

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report, including all exhibits hereto and any documents that are incorporated by reference as set forth on the face page under “Documents incorporated by reference”, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information under Canadian securities laws that are intended to be covered by the safe harbor created by such legislation. All 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 gold project (“Mt Todd” or the “Project”) will benefit from the 2019 PFS (as defined below) improvements, other design efficiencies, and utilization of certain existing infrastructure, which we expect to reduce the Project’s estimated development costs;
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;
the feasibility of Mt Todd and the timing, performance and results of feasibility studies; 
our belief that fine grinding will improve gold recoveries and favorably impact project economics;
estimates of future operating and financial performance;
our expectation of Mt Todd’s impact, including environmental and economic impacts;
our expectation that the Mt Todd Mining Management Plan will be approved by the Northern Territory Department of Industry, Tourism and Trade, formerly known as the Northern Territory Department of Primary Industries and Resources;
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; 
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;

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the potential that development projects may lead to gold production or value-adding strategic transactions; and
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 estimates with respect to historical mine production at Mt Todd;
our expectation that plus 5/8” 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 expectation that ore sorting as reported in the 2019 PFS will improve mill feed grade at Mt Todd by approximately 8%, resulting in run-of-mine average mill feed grade of 0.91 g Au/t compared to the Batman pit reserve grade of 0.84 g Au/t, and that total costs for grinding, leaching and tailings handling will be lower than previously estimated;
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;
our interpretation that findings to date indicate district-scale resource potential and continuity of gold mineralization along a 5.4 Km strike length and our target of a plus 20-year 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;

Business and Industry

our belief that our existing working capital will be sufficient to fully fund our currently planned corporate, project holding, and discretionary programs for more than 12 months;
our belief that we are in a position to actively pursue strategic alternatives that provide the best opportunity to maximize value for the Company;  
our belief that the At-the-Market program will provide additional financing flexibility at a low cost;
the potential monetization of our non-core assets, including our mill equipment which is for sale;
potential 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 potential entry into agreements to find, lease, purchase, option or sell mineral interests;
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 will be incurred after we notify the NT Government that we intend to proceed with development and assume rehabilitation liability for Mt Todd;

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pursuant to the Los Reyes Option Agreement (defined in Item 2: Properties – Guadalupe de los Reyes Gold/Silver Project, Sinaloa, Mexico), our belief that:
oPrime Mining will make an additional payment to us in lieu of granting us certain royalty and back-in rights; and
oif Prime Mining fails to make the remaining payment, that we will be able to reinstate our royalty and back-in rights.
the efficacy of the measures we have implemented to mitigate the risks of COVID and the detrimental effects it may have on our operations; and
the potential that future expenditures may be required for compliance with various laws and regulations governing the protection of the environment.

Forward-looking statements and forward-looking information have been based upon our current business and operating plans, as approved by the Company’s Board of Directors (the “Board”); our cash and other funding requirements and timing and sources thereof; results of preliminary feasibility and feasibility studies, the accuracy of mineral resource and reserve estimates and assumptions on which they are based; the results of economic assessments and exploration activities; current market conditions and project development plans. 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 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 words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe”, “will”, “may” and similar expressions are intended to identify forward-looking statements and forward-looking information. These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements and forward-looking information. These factors include risks such as:

Operating Risks

preliminary feasibility and feasibility study results and preliminary assessment results and the accuracy of estimates and assumptions on which they are based; 
resource and reserve estimate results, 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 authorizations and permits for Mt Todd, including its development plans and operating activities; 
the timing and results of a feasibility study on Mt Todd;
delays in commencement of construction at Mt Todd;
increased costs that affect our operations or our financial condition;
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;

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the success of future joint ventures, partnerships and other arrangements relating to our properties;
perception of 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;
our ability to secure and maintain natural gas supply contracts to sustain the operation of our planned electrical power generation facility;
litigation or other legal claims; and
environmental lawsuits.

Financial and Business Risks

fluctuations in the price of gold;
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 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;
industry consolidation which could result in the acquisition of a control position in the Company for less than fair value;
evolving corporate governance and public disclosure regulations;
intense competition in the mining industry;
tax initiatives on domestic and international levels;
fluctuation in foreign currency values;
potential adverse findings by the Australian Government upon review of our Australian research and development grants;
our likely status as a PFIC for U.S. federal tax purposes;
delays, potential losses and inability to maintain sufficient working capital due to business interruptions or global economic slowdowns caused by the COVID-19 pandemic;
Vista may experience cybersecurity threats;
Vista is subject to anti-bribery and anti-corruption laws;
direct and indirect consequences of the COVID-19 pandemic; 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.

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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, mineral resources and mineralized material and fluctuations therein based on metal prices, 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; and
changes in climate change regulations could result in increased operating costs.

For a more detailed discussion of such risks and other important factors that could cause actual results to differ materially from those in such forward-looking statements and forward-looking information, please see “Item 1A. Risk Factors” below in this annual report on Form 10-K. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements and forward-looking information, there may be other factors that cause results to be materially different than anticipated, estimated or intended. There can be no assurance that these forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements. Except as required by law, we assume no obligation to publicly update any forward-looking statements and forward-looking information, whether as a result of new information, future events or otherwise.

GLOSSARY

acid rock drainage” results from the interaction of meteoric water with oxidizing sulfide minerals.

arsenopyrite means an iron arsenic sulfide. It is the most common arsenic mineral and the primary ore of arsenic metal.

assay” means to test ores or minerals by chemical or other methods for the purpose of determining the amount of valuable metals contained.

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.

bismuthinite” means a mineral consisting of bismuth sulfide; it is an ore for bismuth.

chalcopyrite” means a brass-yellow colored sulfide of copper and iron. It is a copper mineral.

claim” means a mining title giving its holder the right to prospect, explore for and exploit minerals within a defined area.

clastic” refers to sedimentary rock (such as shale or siltstone) or sediment. An accumulation of transported weathered debris.

comminution” means the process in which solid materials are 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 below which mineralized material will be considered waste.

deposit” is an informal term for an accumulation of mineralized material.

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exploration stage enterprise” refers to an issuer engaged in the search for mineral deposits (reserves) which are not in either the development or production stage, per SEC Industry Guide 7. A development stage enterprise is engaged in the preparation of an established, commercially minable deposit (reserve) which is not in the production stage. A production stage enterprise is engaged in the exploitation of commercially viable mineral deposits (reserves).

facies” means the characteristics of a rock mass that reflects its depositional environment.

fault” means a fracture in rock along which there has been displacement of the two sides parallel to the fracture.

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 results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of a project. The confidence level of the study will be higher than that of a preliminary feasibility study.

felsic” is a term used to describe an igneous rock that has a large percentage of light-colored minerals such as quartz, feldspar and muscovite. Felsic rocks are generally rich in silicon and aluminum and contain only small amounts of magnesium and iron.

ferruginous” means containing iron oxides or rust.

foliation” means planar arrangement of structural or textural features in any rock type.

fold” is a bend or flexure in a rock unit or series of rock units caused by crust movements.

g Au/t” means grams of gold per tonne.

galena” means a lead sulfide mineral commonly found in hydrothermal veins; it is the primary ore of lead.

geosyncline” means a major trough or downwarp of the Earth’s crust, in which great thicknesses of sedimentary and/or volcanic rocks have accumulated.

greywackes” means fine-grained sandstone generally characterized by its hardness, dark color and poorly sorted angular grains of quartz, feldspar and small rock fragments set in a compact, clay-fine matrix.

heap leach” means a gold extraction method that percolates a cyanide solution through ore heaped on an impermeable pad or base.

hornfels” refers to nonfoliated metamorphic rock that is typically formed by contact metamorphism around igneous intrusions.

indicated mineral resource” and “indicated resource” means “indicated mineral resource” as defined by the CIM in the CIM Definition Standards and is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the appropriate application of technical and economic parameters in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An indicated mineral resource has a lower level of confidence than that applying to a measured mineral resource and may only be converted to a probable mineral reserve.

inferred mineral resource” and “inferred resource” means “inferred mineral resource” as defined by the CIM in the CIM Definition Standards and is that part of a mineral resource for which quantity and grade or quality are estimated on the

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basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An inferred mineral resource has a lower level of confidence than that applying to an indicated mineral resource and must not be converted to a mineral reserve. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration.

intrusion” refers to an igneous rock body that formed from magma that forced its way into, through or between subsurface rock units.

intrusives” refers to igneous rocks that crystallize below the earth’s surface.

ironstone” is a sedimentary rock, either deposited directly as a ferruginous sediment or created by chemical replacement, that contains a substantial proportion of an iron compound from which iron either can be or once was smelted commercially.

joint” means a fracture in a rock along which there has been no displacement.

measured mineral resource” and “measured resource” means “measured mineral resource” as defined by the CIM in the CIM Definition Standards and is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with confidence sufficient to allow the application of technical and economic parameters to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A measured mineral resource has a higher level of confidence than that applying to either an indicated mineral resource or an inferred mineral resource. It may be converted to a proven mineral reserve or to a probable mineral reserve.

mica” any of a group of phyllosilicate minerals having similar chemical compositions and highly perfect basal cleavage.

mineral reserve” means the economically mineable part of a measured mineral resource and/or indicated mineral resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at preliminary feasibility or feasibility level as appropriate that include application of mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, governmental or other relevant factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified.

mineral resource” means a concentration or occurrence of solid material of economic interest in or on the earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.

mineralization” means the concentration of valuable minerals within a body of rock.

mineralized material” under SEC Industry Guide 7 is a mineralized body that has been delineated by appropriately spaced drilling and/or underground sampling to support a sufficient tonnage and average grade of metal(s). Such a deposit does not qualify as a reserve until a comprehensive evaluation based upon unit cost, grade, recoveries, and other material factors conclude legal and economic feasibility. Mineralized material is generally equivalent to measured plus indicated mineral resources but does not include inferred mineral resources.

mudstone” is a fine-grained sedimentary rock whose original constituents were clays or muds.

ore” means material containing minerals in such quantity, grade and chemical composition that they can be economically extracted.

ore sorting” means technology that separates “ore” and “waste” based on physical and/or chemical properties of the material being sorted.

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oxide” means mineralized rock in which some of the original minerals have been oxidized (i.e., combined with oxygen). Oxidation tends to make the ore more porous and permits a more complete permeation of cyanide solutions so that minute particles of gold in the interior of the minerals will be more readily dissolved.

preliminary economic assessment” as defined by NI 43-101 is a study, other than a preliminary feasibility study or feasibility study, that includes an economic analysis of the potential viability of mineral resources.

preliminary feasibility study” and “PFS” as defined by the CIM in the CIM Definition Standards is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on mining, processing, metallurgical, economic, marketing, legal, environmental, social and government considerations and the evaluation of any other relevant factors which are sufficient for a qualified person, acting reasonably, to determine if all or part of the mineral resource may be converted to a mineral reserve at the time of reporting. A preliminary feasibility study is at a lower confidence level than a feasibility study.

probable reserves” under SEC Industry Guide 7 means reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.

probable mineral reserves” as defined by the CIM in the CIM Definition Standards is the economically mineable part of an indicated and, in some circumstances, a measured mineral resource. The confidence in the mining, processing, metallurgical, economic, and other relevant factors applying to a probable mineral reserve is lower than that applying to a proven mineral reserve.

proven reserves” under SEC Industry Guide 7 means reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well established.

proven mineral reserves”, as defined by the CIM in the CIM Definition Standards, is the economically mineable part of a measured mineral resource A proven mineral reserve implies a high degree of confidence in the mining, processing, metallurgical, economic and other relevant factors.

pyrrhotite” means a bronze-colored magnetic ferrous sulfide mineral consisting of iron and sulfur.

“pyrite” means a pale brass-yellow colored iron sulfide mineral consisting of iron and sulfur.

qualified person” as defined under NI 43-101 means an individual who (a) 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; (b) 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; (c) has experience relevant to the subject matter of the mineral project and the technical report; (d) is in good standing with a professional association; and (e) 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. 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.

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sampling” means selecting a fractional, but representative, part of a mineral deposit for analysis.

scats” means material in a ball mill or sag mill that has become rounded and no longer susceptible to additional size reduction. This material is commonly rejected from the grinding circuit for additional crushing because it contributes to higher energy consumption within the mill.

schist” is a metamorphic rock containing abundant particles of mica, characterized by strong foliation and originating from a metamorphism in which directed pressure played a significant role.

sediment” means solid material settled from suspension in a liquid.

sedimentary rock” means rock formed from the accumulation and consolidation of sediment, usually in layered deposits.

shale” is a fine grained, clastic sedimentary rock composed of mud that is a mix of flakes of clay minerals and tiny fragments (silt-sized particles) or other minerals, especially quartz and calcite.

silicified” means to become converted into or impregnated with silica.

siltstone” is a sedimentary rock that has a grain size in the silt range, finer than sandstone and coarser than claystones.

sphalerite” means a zinc sulfide mineral commonly found in hydrothermal veins; it is the primary ore of zinc.

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. From a metallurgical perspective, sulfide rock is primary ore that has not been oxidized. Both ore and waste may contain sulfide minerals.

tailings” means material rejected from a mill after most of the valuable minerals have been extracted.

tonne” means a metric tonne and has the weight of 1,000 kg or 2,204.6 pounds.

tpd” means tonnes per day.

tuffs” are a type of rock consisting of consolidated volcanic ash ejected from vents during a volcanic eruption.

vein” means a fissure, fault or crack in a rock filled by minerals that have traveled upwards from some deep source.

waste” means rock lacking sufficient grade and/or other characteristics of ore.

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PART I

ITEM 1. BUSINESS.

Overview

Vista Gold Corp. and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) operates in the gold mining industry. 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. 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. Mt Todd is the largest undeveloped gold project in Australia and, if developed as presently designed, is projected to produce an estimated 5.3 million ounces of gold from proven and probable reserves over a 13-year mine life.

We have invested nearly $100 million to systematically explore, evaluate, engineer, permit and de-risk Mt Todd since we acquired it in 2006. These efforts have:

more than quadrupled reported measured and indicated gold resources (inclusive of gold reserves) (1);
established proven and probable gold reserves of 5.85 million contained gold ounces(1);
led to adopting industry-proven processing technologies that demonstrate gold recoveries in excess of 90%;
validated major mining and processing methods and costs of the Project; and
established Vista as a leader in environmental and community stewardship in Northern Territory, Australia.

(1) - See “Cautionary Note to Investors Regarding Estimates of Mineral Reserves and Resources” and the information under the heading “Project Updates – 2019 PFS” of this discussion and analysis for further information.

We believe this work has added substantially to the value of the Project, which reflects a $1.6 billion net present value (NPV5%) at the recent gold price of $1,800 per ounce and a 0.775 AUD:USD exchange rate and demonstrates near-term development potential. See the “Gold Price and Foreign Exchange Sensitivity Table” below.

In September 2019, Vista announced the positive results of an updated preliminary feasibility study for Mt Todd and subsequently amended this study in September 2020 to correct and/or clarify certain items (the “2019 PFS”). Key improvements reflected in the 2019 PFS included increased estimated gold recovery and production, and selection of vertical milling equipment that is expected to be best suited for anticipated grinding requirements and to reduce energy consumption. Mt Todd will benefit from these improvements, other design efficiencies, and utilization of certain existing infrastructure, which reduced the Project’s estimated development costs.

Vista continues to advance and de-risk Mt Todd. An ongoing geologic evaluation, while still preliminary, is focusing on the Batman deposit and the area northeast to the Quigleys deposit. Findings to date indicate district-scale resource potential as supported by our better understanding of the continuity of gold mineralization along a 5.4 Km strike length. As we evaluate this potential, Vista commenced an eight-hole, 2400-meter proof of concept drilling program in the fourth quarter of 2020 to test targets known as the Batman Hanging Wall Lode and the Batman North Extension, with the goal of the program to test the expected existence of mineralization with vertical and lateral continuity within and immediately adjacent to the planned Batman pit. Results from hole 1 (VB20-001) in the Batman Hanging Wall Lode were reported in December 2020 and confirmed our interpretation.

In January 2021, drill results from holes 2, 3 and 4 (VB20-002, 003 and 004) confirmed the extension of the Batman Core Zone to the north, as expected. Drilling continues on the remaining holes, with completion and results expected this quarter. Results so far suggest that additional drilling could lead to an increase in the mineral resource estimates both within and outside the current design of the Batman pit. We are presently evaluating targets for a follow-up drill program with the

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objective to confirm continuity and connectivity of the mineralized structures extending northeast to the Quigleys deposit. Based on this potential, Vista is now targeting a mine life extending longer than the current 13 years. Other ongoing programs are in process and planned to further improve Mt Todd’s near-term development potential and evaluate additional optimization opportunities.

In addition to the technical advancements of the Project, Vista has all major environmental permits in hand. The Environmental Impact Statement ("EIS") for Mt Todd was approved by the Northern Territory Environmental Protection Authority (“NT EPA”) in September 2014. In its formal notification to the Company, the NT EPA advised that it has assessed the environmental impacts of the Mt Todd project and concluded that it can proceed, subject to a number of recommendations outlined in the Assessment Report. Subsequently, the Company undertook to complete these recommendations. In January 2018, we announced that the “authorization of a controlled activity” at Mt Todd, as required under the Environment Protection and Biodiversity Conservation Act, as it relates to the Gouldian Finch, had been approved by the Australian Commonwealth Department of Environment and Energy.

In November 2018, we applied for approval of the Mining Management Plan (“MMP”), which is the operating permit that sets out how the mine operating strategy will be implemented throughout the mine life. The MMP is currently in the process of final review by the Northern Territory Department of Industry, Tourism and Trade (“DITT”).

We have invested significant resources in water treatment and management, environmental, and social programs. We believe this has benefited our relationships with the traditional aboriginal land owners, local communities, and Northern Territory Government, creating a strong social license.

Vista is well positioned to engage with potential partners and identify strategic opportunities to advance the development of Mt Todd in a way that preserves maximum Project ownership for our shareholders, while minimizing future dilution.

Vista holds a number of non-core assets, some of which have been monetized to generate working capital to support ongoing operations in a non-dilutive manner. Among these assets were common shares of Midas Gold Corp. (“Midas Gold Shares”). In April 2011, we contributed our Yellow Pine assets in Idaho to Midas Gold Corp. and participated in a concurrent private placement that resulted in Vista owning 31.8 million Midas Gold Shares. Total consideration paid by Vista was $4,300. Since acquisition through December 31, 2020, Vista monetized all 31.8 million Midas Gold Shares for net proceeds of $19,533, including $5,788 received during 2020.

In addition, Vista received net proceeds totaling $3,408 during 2020 from the sale of its interests in the Guadalupe de los Reyes gold and silver project (“Los Reyes”) and Awak Mas gold projects, and has agreements in place to realize up to an additional $4,600 relating to the buyout of royalty rights under these agreements over the next nine months. Management continues to seek opportunities to monetize other non-core assets, which include mill equipment not in use and listed for sale, a royalty interest, and holdings of listed equity securities. Management’s objective is to continue to monetize non-core assets as a means to generate working capital in a non-dilutive manner.

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. In June 1989, Granges Exploration Ltd. changed its name to Granges Inc. Granges Inc. amalgamated with Hycroft Resources & Development Corporation during May 1995 and continued as Granges Inc. Effective November 1996, Da Capo Resources Ltd. and Granges, Inc. amalgamated under the name “Vista Gold Corp.” and, effective December 1997, Vista continued from the Province of British Columbia to the Yukon Territory, Canada under the Business Corporations Act (Yukon Territory). On June 11, 2013, Vista continued from the Yukon Territory, Canada to the Province of British Columbia, Canada under the Business Corporations Act (British Columbia). 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

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Human Capital Management

As of December 31, 2020, we had 14 full-time and no part-time employees globally. 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 performance and to provide the proper incentives to attract, retain and motivate employees to achieve superior results. The structure of our compensation programs balances competitive wages and benefits and incentive earnings for both short-term and long-term performance.

The health and safety of our employees and others is a key priority in the way we manage our business. Oversight is provided by the Company’s 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 relevant orientation and required to adhere to established site protocols. In addition to recurring health and safety considerations, the Company has responded to workplace challenges presented by the COVID-19 pandemic. Measures implemented include, among others: work-from-home flexibility, on-site staffing limits, social distancing, additional surface cleaning procedures, installation of air sanitization equipment, and accommodation of specific needs for high-risk employees or family members.

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. Oversight is provided by the Company’s Board of Directors and, for specific areas of performance, by committees of the Board of Directors. Employees are required to review the Code of Business Conduct and Ethics on a periodic basis. Our compensation programs also include consideration of ethical performance in determining incentive awards.

Segment Information

We have one reportable segment, consisting of evaluation, acquisition and exploration activities which are focused principally in Australia. We evaluate, acquire, explore 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 operating revenues during the years ended December 31, 2020 and 2019. Geographic location of mineral properties and plant and equipment is provided in Notes 4 – Mineral Properties and 5 – Plant and Equipment to our Consolidated Financial Statements under the section heading “Item 8. Financial Statements and Supplementary Data” below.

Reclamation

We generally will be required to mitigate long-term environmental impacts by stabilizing, contouring, re-sloping and re-vegetating various portions of a site after mining and mineral processing operations are completed. These reclamation efforts would be conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies.

The Mt Todd site was not reclaimed when the mine closed in the late 1990s. Liability for the reclamation of the environmental conditions existing prior to the 2006 commencement of Vista’s involvement with the Project remains the responsibility of the NT Government until after we have provided notice to the NT Government that we intend to proceed with development and assume rehabilitation liability for Mt Todd. Vista does not expect to give such notice until a project development decision has been made, the Project is fully permitted to construct the mine, and necessary financing for Project construction has been arranged.

Vista maintains a $240 provision for potential reclamation costs attributable to certain mining claims previously held by the Company should no other potentially responsible parties be identified.

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Government Regulation

Our exploration and development activities and other property interests are subject to various national, state, 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 have obtained or have pending applications for those licenses, permits or other authorizations currently required to conduct our exploration and other programs. We believe 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. With the exception of previously held claims noted above, management of the Company is not aware of any current orders or directions relating to the Company with respect to the aforementioned laws and regulations.

Australia 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. As with all mining projects, Mt Todd is expected to have a variety of environmental impacts should development proceed. In Australia, environmental legislation plays a significant role in the mining industry. We are required under Australian laws and regulations (federal, state 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 Environmental Protection Agency of the Northern Territory Government (“NTEPA”) advised that it had assessed the environmental impacts of the proposed gold mine at Mt Todd and authorized the Company to proceed with development, subject to a number of recommendations as outlined in the assessment report (the “Assessment Report”). The Assessment Report included a request for Vista to secure an authorization under the federal Environmental Protection and Biodiversity Conservation Act 1999 (“EPBC”) as it relates to the Gouldian Finch. In January 2018, the authorization under the EPBC was approved by the Australia Department of the Environment and Energy. We must comply with the terms of our Authority Certificate under the Northern Territory Aboriginal Sacred Sites Act 1989 which deals with the handling of archeological material within sacred sites. We are also subject to statutory requirements under the Mining Management Act, which includes the requirement to receive authorization of a Mining Management Plan (“MMP”) before the start of mining operations. The Mt Todd MMP was formally submitted in November 2018 and is under review by the DITT.

Environmental Regulation

Our projects are subject to various federal, state and local laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. Our policy is to conduct business in a way that safeguards public health and the environment. We believe that our operations are conducted in material compliance with applicable laws and regulations.

Changes to current local, territorial, state or federal laws and regulations in the jurisdictions where we operate could require additional capital expenditures and increased operating and/or reclamation costs. 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 our projects.

During 2020, none of our project sites had any material non-compliance occurrences with any applicable environmental regulations. See “Item 1. Business – Reclamation” above.

Competition

We compete with other mining companies in connection with the acquisition, exploration, financing and development of gold properties. There is competition among mining companies for a limited number of gold acquisition and exploration opportunities. Some of these competing mining companies have substantially greater financial and technical resources than Vista. As a result, we may have difficulty acquiring attractive gold projects at reasonable prices. We compete with other mining companies to retain expert consultants required to complete our geological and project development studies.

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We also compete with other mining companies to hire mining engineers, geologists and other skilled personnel in the mining industry, and for exploration and development services.

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 and foreign currencies, changes in global gold supply and demand, and political and economic conditions.

The following table presents the high, low and average afternoon fixed prices in U.S. dollars for an ounce of gold on the London Bullion Market over the past five years:

Year

    

High

    

Low

    

Average

2016

1,366

1,077

1,251

2017

1,346

1,151

1,257

2018

1,355

1,178

1,269

2019

1,546

1,270

1,393

2020

2,067

1,474

1,770

2021 (to February 5, 2021)

1,943

1,786

1,858

Data Source: www.lbma.org.uk/

Available Information

We make available, without charge, on or through our website at www.vistagold.com, our annual report on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934. 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.

ITEM 1A. RISK FACTORS.

An investment in our securities involves a high degree of risk. The risks described below are not the only ones facing the Company or otherwise associated with an investment in our securities. Additional risks not presently known to us or which we currently consider not material may also adversely affect our business. 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 Mt Todd is feasible or that a feasibility study will accurately forecast economic results.

Mt Todd is our principal asset. Our future profitability depends largely on the economic feasibility of the Project. Before arranging financing for Mt Todd, we will have to complete a feasibility study. The results of our feasibility study may not be as favorable as the results of our prefeasibility studies. 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 such feasibility study.

Mt Todd requires substantial capital investment and we may be unable to raise sufficient capital on favorable terms or at all.

The construction and operation of Mt Todd will require significant capital. Our ability to raise sufficient capital and/or secure a development partner on satisfactory terms, if at all, will depend on several factors, including a favorable feasibility study, acquisition of the requisite permits, macroeconomic conditions, and future gold prices. Uncontrollable factors or other factors such as lower gold prices, unanticipated operating or permitting challenges, perception of environmental impact, or illiquidity in the debt or equity markets, including the cost of capital and other conditions of financing

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arrangements that impose restrictive covenants and security interests that may affect the Company’s ability to operate as intended and ultimately its ability to continue as a going concern, could impede our ability to finance Mt Todd on acceptable terms, or at all.

If we decide to construct the mine at Mt Todd, we will be assuming certain substantial reclamation obligations resulting in a material financial obligation.

The Mt Todd site was not reclaimed when the original mine closed. Although we are not currently responsible for the reclamation of these historical disturbances, we will accept full responsibility for them if and when we make a decision to finance and construct the mine and provide notice to the NT Government of our intention to take over and assume the management, operation and rehabilitation of Mt Todd. At such time, we will be required to provide a bond or other surety in a form and amount satisfactory to the NT Government (in whose jurisdiction Mt Todd is located) that would cover the prospective expense to reclaim the property. In addition, the regulatory authorities may increase reclamation and bonding requirements from time to time. The satisfaction of these bonding requirements and continuing or future reclamation obligations will require a significant amount of capital.

We may not be able to get the required permits to begin construction at Mt Todd in a timely manner or at all.

Any delay in acquiring the requisite permits, or failure to receive required governmental approvals could delay or prevent the start of construction of Mt Todd. If we are unable to acquire permits to mine the property, then the Project cannot be developed and operated. In addition, the property would have no reserves under SEC Industry Guide 7, SEC Regulation S-K 1300, and NI 43-101, which could result in an impairment of the carrying value of the Project.

There may be other delays in the construction of Mt Todd.

Delays in commencing construction could result from factors such as availability and performance of engineering and construction contractors, suppliers, consultants, and employees; availability of required equipment; and availability of capital. Any delay in performance by any one or more of the contractors, suppliers, consultants, employees or other persons on which we depend, or lack of availability of required equipment, or delay or failure to receive required governmental approvals, or financing could delay or prevent commencement of construction at Mt Todd. There can be no assurance of whether or when construction at Mt Todd will start or that the necessary personnel, equipment or supplies will be available to the Company if and when construction is started.

Increased costs could impede our ability to become profitable.

Capital and operating costs at mining operations are subject to variation due to a number of factors, such as changing ore grade, changing metallurgy, and revisions to mine plans in response to changing commodity prices, additional drilling results and updated geologic interpretations. 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 costs are at times subject to volatile price movements, including increases that could make future development and production at Mt Todd less profitable or uneconomic. This could have a material adverse effect on our business prospects, results of operations, cash flows and financial condition.

We cannot be assured that we will have an adequate water supply for mining operations at Mt Todd.

Water at Mt Todd is expected to be provided from a fresh water reservoir that is fed by seasonal rains. Insufficient rainfall, or drought-like conditions in the area feeding the reservoir could limit or extinguish this water supply. Sufficient water resources may not be available, resulting in curtailment or stoppage of operations until the water supply is replenished. This could have a material adverse effect on our business prospects, results of operations, cash flows and financial condition.

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We rely on third parties to fulfill their obligations under agreements.

Our business strategy includes entering into agreements with third-parties (“Third-Parties”), including the Northern Territory Government, the Jawoyn Association Aboriginal Corporation (the “Jawoyn Association”), Prime Mining, and Nusantara Resources Limited. These Third-Parties may: (i) have economic or business interests or goals that are inconsistent with or opposed to ours; (ii) have rights in conflict with what we believe to be in our best interests; (iii) take action contrary to our policies or objectives; or (iv) as a result of financial or other reasons, be unable or unwilling to fulfill their obligations under the agreement(s). 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. Environmental legislation is becoming more restrictive in some jurisdictions, with stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect our interests. Currently, our property and royalty interests are subject to government environmental regulations in Australia, Indonesia, Mexico 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. There can be no assurance that our defense of such claims would be successful. This could have a material adverse effect on our business prospects, financial condition, results of operation, and corporate reputation.

We may have material undisclosed environmental liabilities of which we are not aware.

Vista has been engaged in gold exploration since 1983. Since inception the Company has been involved in numerous exploration projects in many jurisdictions. There may be environmental liabilities associated with disturbances at any of these projects for which the Company may be identified as a responsible or potentially responsible party, regardless of its level of involvement in creating the related disturbance. We may not be aware of such claims against the Company until regulators provide notice thereof. Consequently, we may have material undisclosed environmental responsibilities which could negatively affect our business prospects, financial condition and cash flows, results of operations, and corporate reputation.

There may be challenges to our title to mineral properties.

There may be challenges to our title to our mineral properties. If there are title defects with respect to any of our properties, we may be required to compensate other persons or reduce or lose our interest in the affected property. Also, in any such case, the investigation and resolution of title issues could divert Company resources from our core strategies.

Opposition to Mt Todd could have a material adverse effect.

There is generally an increasing level of public concern relating to extractive industries. Opposition to extractive industries, or our development and operating plans at Mt Todd specifically, could have adverse effects on our reputation and support from other stakeholders. As a result, we may be unable to secure adequate financing or complete other activities necessary to continue our planned activities. Any resulting delays or an inability to develop and operate Mt Todd as planned could have a material adverse effect on our business prospects, results of operations, cash flows, financial condition and corporate reputation.

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Our exploration and development activities, strategic transactions, or any acquisition activities may not be commercially successful and could fail to lead to gold production or fail to add value.

Substantial expenditures are required to acquire gold properties, establish mineral reserves through drilling and analysis, develop metallurgical processes to extract metal from the ore and develop the mining and processing facilities and infrastructure at any site chosen for mining. We cannot be assured that any such activities will be commercially successful, lead to gold production, or add value.

Financial and Business Risks

We have a history of losses, and we do not expect to generate earnings from operations or pay dividends in the near term, if at all.

We are an exploration stage enterprise. As such, we devote our efforts to exploration, analysis and, if warranted, development of our projects. We do not currently produce gold and do not currently generate operating earnings from gold production. We finance our business activities principally by issuing equity and selling non-core assets.

We have incurred losses in all periods since 1998, except for the years ended December 31, 2011, during which we recorded non-cash net gains, December 31, 2015 during which we recorded gains related to research and development refunds, and December 31, 2020 in which we monetized certain mineral property interests. We expect to continue to incur losses. We have no history of paying cash dividends and we do not expect to be able to pay cash dividends or to make any similar distribution in the foreseeable future, if at all.

A substantial or extended decline in gold prices would have a material adverse effect on the value of our assets and on our ability to raise capital and could result in lower than estimated economic returns.

The value of our assets, our ability to raise capital and our future economic returns are substantially dependent on the price of gold. The gold price fluctuates continually and is affected by numerous factors beyond our control. 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;
expectations of the future rate 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;
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 our assets.

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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. As a result of the broad range of market and industry factors including the price of gold, we believe 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. These conditions could result in the acquisition of a control position, or attempted acquisition of a control position in the Company at what we believe to be less than fair value. This could result in substantial costs to us and divert our management’s attention and resources. A completed acquisition could result in realized losses of shareholder value.

We may be unable to raise additional capital on favorable terms, or at all.

Our exploration and, if warranted, development activities and the construction and start-up of any mining operation require substantial amounts of capital. In order to develop Mt Todd, acquire attractive gold projects, and/or continue our business, we will have to secure a development partner or otherwise source sufficient equity, debt or other forms of capital, raise additional funds from the sale of non-core assets and / or seek additional sources of capital from other external sources. There can be no assurance that we will be successful in raising additional capital on acceptable terms, including the cost of such capital and other conditions of financing arrangements that impose restrictive covenants and security interests that may affect the Company’s ability to operate as intended and ultimately its ability to continue as a going concern. 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 of its phases. Some of our competitors are much larger, established companies with greater financial and technical resources than ours. We compete with other companies for attractive mining properties, for capital, for equipment and supplies, for outside services and for qualified managerial and technical employees. Access to financing, equipment, supplies, skilled labor and other resources may also be affected by competition from non-mining related commercial sectors. If we are unable to raise sufficient capital, we will be unable to execute exploration and development programs or such programs may be reduced in scope. Competition for equipment and supplies could result in shortage of necessary supplies and/or increased costs. Competition for outside services could result in increased costs, reduced quality of service and/or delays in completing services. If we cannot successfully retain or attract qualified employees, our ability to advance the development of Mt Todd, to attract necessary financing, to meet all of our environmental and regulatory responsibilities, or to take opportunities to improve our business, could be negatively affected. 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 operations. 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. We do not insure against political risk. Occurrence of events for which we are not insured adequately, or at all, could result in significant losses that could materially adversely affect our financial condition and our ability to fund our business.

Currency fluctuations may adversely affect our costs.

We have material property interests in Australia. Most costs in Australia are incurred in the local currency. The appreciation of the Australian dollar, if any, against the U.S. dollar effectively increases our cost of doing business in Australia. This could have the effect of increasing the amount of capital required to continue to explore and develop Mt Todd, and/or reducing the pace at which it is developed.

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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, 2020, and based on current business plans and financial projections, management believes there is a significant likelihood that the Company will be a PFIC during the current taxable year. If the Company is a PFIC for any year during a U.S. shareholder’s holding period, then such U.S. shareholder generally will be required to treat any gain realized upon a disposition of Common Shares, or any so-called “excess distribution” received on their Common Shares, as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the shareholder makes a timely and effective “qualified electing fund” (“QEF Election”) or a “mark-to-market” election with respect to the Common Shares. A U.S. shareholder who makes a QEF Election generally must report on a current basis its share of the net capital gain and ordinary earnings for any year in which the Company is PFIC, whether or not the Company distributes any amounts to its shareholders. U.S. shareholders should be aware that there can be no assurance that the Company will satisfy record keeping requirements that apply to a QEF Election, or that the Company will supply U.S. shareholders with information that such U.S. shareholders require to report under the QEF Election rules, in event that the Company is a PFIC and a U.S. shareholder wishes to make a QEF Election. Thus, U.S. shareholders may not be able to make a QEF Election with respect to their Common Shares. A U.S. shareholder who makes the mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the Common Shares over the taxpayer’s basis therein. 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. Residents.” Each U.S. shareholder should consult his or her own tax advisor regarding the U.S. federal, U.S. state and local, and foreign tax consequences of the PFIC rules and the acquisition, ownership, and disposition of Common Shares.

Certain directors and officers may serve as directors and officers of other companies in the natural resources sector.

While there are no known existing or potential conflicts of interest between Vista and any of its directors or officers, certain of the directors and officers do or may serve as directors and officers of other natural resource companies and therefore it is possible that a conflict may arise between their duties as a director or officer of Vista and their duties as a director or officer of such other companies. The directors and officers of Vista are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and disclosure of conflicts of interest. 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 condition and corporate reputation.

Direct and indirect consequences of the COVID-19 pandemic may have material adverse consequences.

The COVID-19 pandemic is having a material adverse effect on the global economy, which has impacted the natural resource sector and Vista. Vista is incurring ongoing costs while certain corporate objectives, including efforts to seek a strategic development partner, are delayed. If a significant portion of our workforce becomes unable to work or travel to our operations due to illness or state or federal government restrictions (including travel restrictions, “shelter-in-place” and similar orders), we may be forced to reduce or suspend activities at Mt Todd or our offices, which could limit currently ongoing activities. Illnesses or government restrictions, including the closure of national borders, related to COVID-19 also may disrupt the supply of raw goods, equipment, supplies and services upon which our operations rely. These conditions could require working capital not previously anticipated, which could adversely affect our liquidity and ability to source additional working capital on reasonable terms. Extended delays would continue to affect our liquidity and capital resources and might ultimately have a material adverse effect on both short-term and long-term financial position and results of operations. To the extent the COVID-19 pandemic adversely affects our business and financial results, it could also have the effect of heightening many of the other risks described in this “Risk Factors” section, including those relating to our operations and financial condition. Because of the highly uncertain and dynamic nature of events relating to the COVID-19 pandemic, it is not currently possible to estimate the impact of the pandemic on our business. However, these effects could have a material impact on our operations, and we will continue to monitor the COVID-19 situation closely.

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Industry 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. 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;
additions or departures of key personnel; 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. This type of litigation could result in substantial costs to us and divert our management’s attention and resources.

Calculations of mineral reserves and mineral resources are estimates only and subject to uncertainty.

The estimating of mineral reserves and mineral resources is an imprecise process and the accuracy of such estimates is a function of the quantity and quality of available data, the assumptions used and judgments made in interpreting engineering and geological information and estimating future capital and operating costs. There is significant uncertainty in any reserve or resource estimate, and the economic results of mining a mineral deposit may differ materially from the estimates as additional data are developed or interpretations change.

Estimated mineral reserves and mineral resources may be materially affected by other factors.

In addition to uncertainties inherent in estimating mineral reserves and mineral resources, other factors may adversely affect estimated mineral reserves and mineral resources. Such factors may include but are not limited to metallurgical, environmental, permitting, legal, title, taxation, socio-economic, marketing, political, gold prices, and capital and operating costs. Any of these or other adverse factors may reduce or eliminate estimated mineral reserves and mineral resources and could have a material adverse effect on our business, prospects, results of operations, cash flows, financial condition and corporate reputation.

Feasibility studies are estimates only and subject to uncertainty.

Feasibility studies are used to determine the economic viability of an ore deposit, as are preliminary feasibility studies and preliminary economic assessments. Feasibility studies are the most detailed studies and reflect a higher level of confidence in the estimated production rates, and capital and operating costs. Generally accepted levels of confidence are plus or minus 15% for feasibility studies, plus or minus 25-30% for preliminary feasibility studies and plus or minus 35-40% for preliminary economic assessments. These thresholds reflect the levels of confidence that exist at the time the study is completed. Subsequent changes to metal prices, foreign exchange rates (if applicable), reclamation requirements, operating and capital costs may cause actual results of economic viability to differ materially from these estimates. Results of subsequent Mt Todd prefeasibility or final feasibility studies may be less favorable than the current prefeasibility study.

Mining companies are increasingly required to consider and provide benefits to the communities and countries in which they operate, and are subject to extensive environmental, health and safety laws and regulations.

As a result of public concern about the real or perceived detrimental effects of economic globalization and global climate impacts, businesses in general and the mining industry in particular face increasing public scrutiny of their activities. These

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businesses are under pressure to demonstrate that as they seek to generate satisfactory returns on investment to shareholders, other stakeholders, including employees, governments, indigenous peoples, communities surrounding operations and the countries in which they operate, benefit and will continue to benefit from their commercial activities. The potential consequences of these pressures include reputational damage, legal suits, increased costs, increased social investment obligations, difficulty in acquiring permits, and increased taxes and royalties payable to governments and communities.

Mining exploration, development and operating activities are inherently hazardous.

Mineral exploration involves many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. 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. The nature of these risks is such that liabilities might exceed any liability insurance policy limits. 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 condition and corporate reputation.

Regulations and pending legislation involving climate change could result in increased operating costs.

Gold production is energy intensive, resulting in a significant carbon footprint. A number of governments and/or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impact of climate change. This type of legislation and possible future legislation and increased regulation regarding climate change could impose significant costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations.

Pending initiatives involving taxation could result in increased tax and operating costs.

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. Initiatives like the Base Erosion and Profit Shifting project being led by the Organization for Economic Cooperation and Development aim to reform the system of international taxation to minimize international tax avoidance techniques. This initiative and possible future initiatives could result in increased tax expense and related compliance costs for Mt Todd or other future mining operations.

Newly adopted rules regarding mining property disclosure by companies reporting with the SEC may result in increased operating and legal costs.

On October 31, 2018, the SEC adopted new rules to modernize mining property disclosure in reports filed with the SEC in order to harmonize SEC disclosure requirements with international standards. The Company is not required to provide disclosure on its mineral properties under the new rules until its 10-K for the fiscal year beginning January 1, 2021, subject to certain exceptions which may require compliance earlier. The Company currently reports mineral resources and reserves in compliance with NI 43-101. Because the Company files its reports with the SEC on U.S. domestic forms, under the new rules, the Company will be required to comply with the new SEC mining property disclosure requirements and not make disclosure in accordance with NI 43-101 in the reports it files with the SEC. It is not clear at this time if the Company will be required to prepare separate technical reports under the two reporting regimes or may rely on one technical report prepared in accordance with both reporting standards. Further, while the Company currently utilizes its reports as filed with the SEC in meeting its reporting obligations in Canada, if its future reports have mining property disclosure that is not NI 43-101 compliant, the Company may have to prepare separate reports or a supplemental NI 43-101 mining property report to meet its reporting obligations in Canada. Such changes to the Company’s reporting requirements could result in increased compliance costs.

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General Risks

The Company may experience cybersecurity threats.

Vista relies on secure and adequate operations of information technology systems in the conduct of its operations. Access to and security of the information technology systems are critical to Vista’s operations. To Vista’s knowledge, it has not experienced any material losses relating to disruptions to its information technology systems. Vista has implemented policies, controls and practices to manage and safeguard Vista and its stakeholders from internal and external cybersecurity threats and to comply with changing legal requirements and industry practice. Given that cyber risks cannot be fully mitigated and the evolving nature of these threats, Vista cannot assure that its information technology systems are fully protected from cybercrime or that the systems will not be inadvertently compromised, or without failures or defects. 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. 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. Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third-party agents. Although we have adopted internal control policies to mitigate such risks, there can be no assurance that our internal control policies and procedures will always protect us from recklessness, fraudulent behavior, dishonesty or other inappropriate acts committed by our affiliates, employees or agents and such measures may not always be effective in ensuring that we, our employees, contractors or third-party agents will comply strictly with such laws. 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.

 

We are subject to changing rules and regulations promulgated by a number of governmental and self-regulated organizations, including the British Columbia Securities Commission, the SEC, the Toronto Stock Exchange (the “TSX”), the NYSE American, and the Financial Accounting Standards Board. These 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.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

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ITEM 2. PROPERTIES.

The scientific and technical disclosures about Mt Todd in this annual report on Form 10-K have been reviewed and approved by John W. Rozelle, Senior Vice President of Vista. Mr. Rozelle is a qualified person as defined by NI 43-101.

All dollar amounts in ITEM 2. are in U.S. dollars and thousands, unless otherwise indicated.

Cautionary Note to Investors:  This section and other sections of this annual report on Form 10-K contain the terms “measured mineral resources,” “indicated mineral resources,” “inferred mineral resources,” “proven mineral reserves,” and “probable mineral reserves” as defined in accordance with NI 43-101. Please note the following regarding these terms:

“Measured mineral resources” and “indicated mineral resources” – We advise investors that although these terms are recognized and required by Canadian regulations, these terms are not defined in SEC Industry Guide 7 and the SEC does not normally permit such terms to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves.

“Inferred mineral resources” – We advise investors that although this term is recognized by Canadian regulations, the SEC does not recognize it. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic, technical and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of a feasibility study or preliminary feasibility study, except in rare cases. The SEC normally only permits an issuer to report mineralization that does not constitute “reserves” as in-place tonnage and grade without reference to unit measures. Investors are cautioned not to assume that any part or all of an inferred mineral resource exists or is economically or legally minable.

“Proven mineral reserves” and “probable mineral reserves” – The definitions of proven and probable mineral reserves used in NI 43-101 differ from the definitions for “proven reserves” and “probable reserves” as found in SEC Industry Guide 7. Accordingly, our disclosures of mineral reserves herein may not be comparable to information from U.S. companies subject to reporting and disclosure requirements of the SEC.

Cautionary Note To All Investors Concerning Economic Assessments That Include Mineral Resources: Mineral resources that are not mineral reserves have no demonstrated economic viability.

Mt Todd Gold Project, Northern Territory, Australia

Current Technical Report

The 2019 PFS for Mt Todd pursuant to NI 43-101 was filed on SEDAR on October 7, 2019 and amended September 22, 2020 and furnished on EDGAR on October 28, 2020 and is entitled “NI 43-101 Technical Report - Mt Todd Gold Project - 50,000 tpd Preliminary Feasibility Study – Northern Territory, Australia” with an effective date of September 10, 2019 and an issue date of October 7, 2019, and was prepared by Rex Clair Bryan, Ph.D., Anthony Clark, P.E., Thomas L. Dyer, P.E., April Hussey, P.E., Chris Johns, M.Sc., P.Eng., Deepak Malhotra, Ph.D., Zvonimir Ponos, BE, MIEAust, CPeng, NER, David M. Richers, Ph.D., SME RM, CPG, Vicki J. Scharnhorst, P.E., LEED AP, Jessica I. (Spriet) Monasterio, and P.E., Keith Thompson, CPG, PG, each of whom is a qualified person under NI 43-101.

The September 22, 2020 amendment to the 2019 PFS corrects and/or clarifies certain items, including:

Changes to the title page to include each Qualified Person’s (QP) professional designation to comply with form requirements;
Clarification of QP disclaimers and additions to Section 3 – Reliance on Other Experts to comply with form requirements;
Additions to Section 9 - Exploration and Section 10 - Drilling to comply with form requirements;
Clarification of credentials in certificates for specific QPs;

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Adjustment of measured, indicated, and inferred mineral resources for Quigleys deposit; and
Certain other minor changes to comply with form requirements.

There were no changes to the following key items in the 2019 PFS:

Reported measured, indicated, and inferred mineral resources for Batman deposit;
Reported design parameters for the open pit mine plans;
Reported proven and probable mineral reserves;
Reported design parameters for the process plant or process flow sheet;
Reported metallurgical recoveries and associated supporting test work;
Reported capital and operating costs;
Reported design parameters for the tailings dams and waste rock dump;
Reported design parameters and associated costs for the reclamation plan; and
Reported financial results from the cash flow analysis, rates of return, and schedules.

The following description of Mt Todd has been sourced, in part, from the 2019 PFS and readers should consult the 2019 PFS to obtain further particulars regarding Mt Todd. The 2019 PFS is available for review under our profile at www.sedar.com and www.sec.gov. The 2019 PFS 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 2019 PFS.

Preliminary Feasibility Study Results

The 2019 PFS successfully confirmed the efficiency of ore sorting across a broad range of head grades, the natural concentration of gold in the screen undersize material prior to sorting, the efficiency of fine grinding and the resulting improved gold recoveries at a final grind size of P80 40 µm, and the selection of FLSmidth’s VXP mill as the preferred fine grinding mill. The 2019 PFS incorporates these changes and evaluates a 50,000 tpd project (“50KTPD Project”) that optimizes payable gold, capital efficiency, operating costs and net present value (“NPV”).

The 50KTPD Project highlights includes:

Estimated proven and probable mineral reserves of 5.85 Moz of gold (221 Mt at 0.82 g Au/t) at a cut-off grade of 0.40 g Au/t(1)(2);
Average annual production of 413,400 ounces of gold over the mine life, including average annual production of 495,100 ounces of gold per year during the first five years of operations following ramp-up and commissioning;
Life of Mine average cash costs of $645 per ounce, including average cash costs of $575 per ounce during the first five years of operations following ramp-up and commissioning;
A 13-year operating life;
Initial capital requirements of $826 million which assume an owner-operated mining fleet, a company-operated power plant, and a drive in/drive out employee workforce;
After-tax NPV5% of $823 million and internal rate of return (“IRR”) of 23.4% at a price of $1,350 per ounce of gold and an AUD:USD exchange rate of 0.70; and
After-tax NPV5% of $1,607 million and IRR of 36.8% at a price of $1,800 per ounce of gold and an AUD:USD exchange rate of 0.775 based on the Gold Price and Foreign Exchange Sensitivity Table below.

(1)Cautionary note to investors:  Proven and probable mineral reserves are estimated in accordance with NI 43-101 and do not constitute SEC Industry Guide 7 compliant reserves. See the section heading “Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves” above.
(2)See “Mineral Resources and Mineral Reserve Estimates” in this annual report on Form 10-K for additional information.

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Highlights of the 50KTPD Project are presented in the table below:

Years 1-5

Life of Mine (13 years)

 

Average Milled Grade (g Au/t)

0.96

0.82

Payable Gold Annual Average (000's ozs)

 

495

 

413

Payable Gold Total (000's ozs)

 

2,476

 

5,305

Gold Recovery

92.3

%  

91.9

%  

Cash Costs ($/oz)(1)

$

575

$

645

AISC ($/oz)(2)

$

688

$

746

Strip Ratio (waste:ore)

 

2.65

 

2.52

Initial Capital ($ millions)

$

826

After-tax NPV 5% ($ millions)

$

823

After-tax IRR

23.4

%  

After-tax Payback (Production Years)

2.9

Note: Table economics presented using $1,350/oz gold and a flat $0.70 : A$1.00 exchange rate and assumes deferral of certain Northern Territory tax obligations as well as realization of equipment salvage values at the end of the mine life.

(1) Cash Costs per ounce is a non-U.S. GAAP financial measure; see the Non-U.S. GAAP Financial Measures section below for additional disclosure.

(2) All-in Sustaining Costs (“AISC”) per ounce is a non-U.S. GAAP financial measure; see the Non-U.S. GAAP Financial Measures section below for additional disclosure.

The following chart presents the 50KTPD Project annual cash flow using $1,350/oz gold and a $0.70 : A$1.00 exchange rate:

Graphic

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The following table provides additional details of the 50KTPD Project economics at variable gold price and foreign exchange assumptions:

Gold Price and Foreign Exchange Rate Sensitivity Table

Foreign

Gold Price

Exchange Rate

$800

$1,000

$1,200

$1,300

$1,350

($/A$)

IRR

NPV5%

IRR

NPV5%

IRR

NPV5%

IRR

NPV5%

IRR

NPV5%

0.60

(1.3%)

($265)

12.1%

$290

21.6%

$687

26.3%

$895

28.4%

$994

0.65

(4.7%)

($410)

9.8%

$206

19.2%

$604

23.7%

$807

25.8%

$911

0.70

(7.9%)

($552)

6.4%

$61

16.9%

$525

21.2%

$718

23.4%†

$823†

0.75

(11%)

($693)

4.1%

($42)

14.7%

$440

18.9%

$636

20.9%

$734

0.80

(13.9%)

($835)

1.9%

($150)

12.6%

$355

16.8%

$557

18.8%

$652

Gold Price and Foreign Exchange Rate Sensitivity Table (continued)

Foreign

Gold Price

Exchange Rate

$1,400

$1,500

$1,700

$1,900

($/A$)

IRR

NPV5%

IRR

NPV5%

IRR

NPV5%

IRR

NPV5%

0.60

30.5%

$1,094

34.7%

$1,296

43.4%

$1,700

50.6%

$2,099

0.65

27.9%

$1,011

32.0%

$1,209

40.3%

$1,617

47.4%

$2,015

0.70

25.4%

$928

29.4%

$1,126

37.4%

$1,533

44.4%

$1,932

0.75

23.1%

$839

27.0%

$1,043

34.7%

$1,445

41.6%

$1,848

0.80

20.7%

$750

24.7%

$954

32.2%

$1,362

39.0%

$1,765

† Assumptions used in the 2019 PFS.

Key capital expenditures for the 50KTPD Project initial and sustaining capital requirements are:

Capital Expenditures ($ Millions, except per ounce amount)

    

Initial

    

Sustaining

 

Capital

Capital

 

Mining

$

121

$

406

Process Plant

367

17

Project Services

109

72

Project Infrastructure

26

Site Establishment & Early Works

18

Management, Engineering, EPCM Services

82

Preproduction Costs

16

Contingency

87

40

Sub-Total

$

826

$

536

Asset Sale and Salvage

(140)

Total Capital

$

826

$

397

(1)

Total Capital per payable ounce of gold

$

156

$

75

(1)

Note: Amounts may not add due to rounding. 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. We assume the power plant will be sold as a going concern.

(1) Net of asset sales.

The 2019 PFS contemplates an owner-operated mining fleet. This includes initial capital of $94 million and sustaining capital of $202 million for the 50KTPD Project. Equipment will be sold when retired from operations, which is estimated to have a salvage value of $53 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 will be maintained through a full

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maintenance and repair contract with the manufacturer’s authorized dealer. Overall, this approach is expected to produce lower operating costs compared to contract mining.

The 50KTPD Project also includes $91 million for a 70MW gas-fired power plant in the initial capital. The Project consumes all power generated during the operating life. Self-generated power creates significant savings in operating costs compared to grid-sourced power. During the four years of reclamation and closure, the 2019 PFS assumes we will continue to generate approximately 20MW of power and sell that power into the NT electrical grid, for which there is a known market and indicative purchase rates have been provided by the government-owned utility.

The following table presents a breakdown of 50KTPD Project operating costs.

Operating Cost 

First 5 Years

Life of Mine Cost 

 

    

Per ore tonne

    

    

Per ore tonne

    

 

processed

Per ounce

processed

Per ounce

 

Mining

$

6.51

$

234

$

6.02

$

251

Processing

7.82

281

7.88

328

Site General and Administrative

1.07

39

1.11

46

Jawoyn Royalty(1)

0.38

14

0.32

14

Water Treatment

0.07

2

0.08

4

Tailings Management

0.08

3

0.07

3

Refining Costs(1)

0.09

3

0.08

3

Power Credit

 

 

 

(0.10)

 

(4)

Total Cash Costs(2)

$

16.01

$

575

$

15.48

$

645

Note: Table may not add due to rounding

(1)Jawoyn Royalty and refining costs calculated at $1,350 per ounce gold.
(2)Total Cash Costs is a non-U.S. GAAP financial measure; see the Non-U.S. GAAP Financial Measures section below for additional disclosure.

In November 2020, we modified our agreement with the Jawoyn Association with respect to the Mt Todd Project. The modified agreement provides the Jawoyn Association with a gross proceeds royalty (“GPR”) ranging between 0.125% and 2.0%, depending on prevailing gold prices and foreign exchange rates, instead of its previous right to become a 10% participating joint venture partner in Mt Todd. The modified agreement did not affect the previously agreed 1.0% GPR, which was reflected in the table above. The combined GPR range is now from 1.125% to 3.0%.

The life of mine production schedule contemplates 221.0 million tonnes of ore containing an estimated 5.85 million ounces of gold at an average grade of 0.82 g Au/t to be processed over a 13-year operating life of the Project. Total recovered gold is expected to be 5.30 million ounces. Average annual gold production over the life of the Project is expected to be 413,400 ounces, averaging 495,100 ounces during the first five years of commercial operations. Commercial production is anticipated to begin after two years of construction and six months of commissioning and ramp-up.

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The following table highlights the 50KTPD Project production schedule:

    

    

    

    

    

    

    

    

    

    

    

    

    

    

 

    

    

    

    

    

Feed

    

Contained

    

Mill

 

Ore Mined

Waste

Strip Ratio

Milled Ore

Grade (g

Ounces

Production

 

Years

(kt)

mined (kt)

(W:O)

(kt)

Au/t

(kozs)

(kozs)

(1)

2,859

8,802

3.08

1

16,138

10,498

0.65

12,461

1.17

469

430

2

15,613

47,536

3.04

17,750

0.85

482

438

3

24,495

32,880

1.34

17,799

1.04

593

541

4

15,586

76,531

4.91

17,750

0.70

399

360

5

29,852

58,085

1.95

17,750

1.10

629

574

6

8,984

87,011

9.69

17,750

0.78

446

404

7

7,178

68,218

9.50

17,799

0.52

298

264

8

13,482

56,598

4.20

15,129

0.61

297

266

9

18,750

42,935

2.29

17,750

0.70

397

358

10

28,653

29,747

1.04

17,750

0.93

528

481

11

25,970

4,148

0.16

17,799

1.18

674

618

12

127

17,750

0.65

371

334

13

15,805

0.52

265

237

Total

207,687

522,990

2.52

221,041

0.82

5,848

5,305

Note: Amounts may not add due to rounding. Total milled ore includes material from the existing heap leach pad that is processed at the end of the mine life.

Property Description, Location and Access

Mt Todd was an operating mine in the mid-1990s, but the project was closed due to bankruptcy and was held by the Deed Administrators for Pegasus Gold Australia Pty. Ltd. (“Pegasus”). The failure of the project was primarily a result of inefficiencies in the comminution circuit, poor gold recoveries and low gold prices.

In 2006, through an agreement with Pegasus, the NT Government, and the Jawoyn Association Aboriginal Corporation (“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 both parties with respect to Mt Todd site care and maintenance and potential future development. In 2017, the latter agreement was extended through the end of 2023.

We hold Mt Todd through our wholly-owned subsidiary Vista Gold Australia Pty. Ltd. (“Vista Gold Australia”). Mt Todd is located 56 kilometers by road northwest of Katherine, NT, Australia, and approximately 290 kilometers by road southeast of Darwin. Access is by existing paved public roads and approximately four kilometers of paved private road. We control and maintain the private paved road.

Total land holdings controlled by Vista Gold Australia are approximately 1,754 Km2. A map showing the location of the mineral licenses (“MLs”) and exploration licenses (“ELs”) and a table with a list of MLs and ELs and the holding requirements are set out below. All of the estimated mineral resources are located within the boundaries of the MLs and substantially all of the estimated mineral resources at Mt Todd are located in the Batman deposit.

Gold mineralization in the Batman deposit occurs in sheeted veins within silicified greywackes/shales/siltstones. The Batman deposit strikes north-northeast and dips steeply to the east. Higher grade zones of the deposit plunge to the south. The core zone is approximately 200-250 meters wide and 1.5 kilometers long, with several hanging wall structures providing additional width to the orebody. Mineralization is open at depth as well as along strike, although the intensity of mineralization weakens to the north and south along strike.

The Mt Todd Project is designed to be a large open-pit mining operation that will utilize large-scale mining equipment in a drill/blast/load/haul operation. 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-

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ray transmission (“XRT”) and laser sorting, and primary ball mills, followed by VXP Mills, as discussed in greater detail below. Vista plans to recover gold in a conventional carbon-in-pulp (“CIP”) recovery circuit.

The Mt Todd site was not reclaimed when the mine closed in the late 1990s. Liability for the reclamation of the environmental conditions existing prior to Vista’s involvement remains the responsibility of the NT Government until we have provided notice to the NT Government that a production decision has been made, the Project is fully permitted to construct the mine, and the necessary construction financing has been arranged.

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. Topography is relatively flat. The tenements encompass a variety of habitats forming part of the northern Savannah woodland region, which is characterized by eucalypt woodland with tropical grass understories. Surface elevations are approximately 130 to 160 meters above sea level in the area of the previous and planned mine plant site and waste rock dump.

The Batman and Quigleys deposits are located within the MLs. 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.

Graphic

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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

    

(Km2)

    

 (UTM)

    

Grant Date

    

Renewal Date

    

of A$)

    

of A$)

    

Reports Due

MLN 1070

39.8

Mining License Block

March 5, 1993

March 4, 2043

84 (due March 4)

N/A

May 4/
May 4

MLN 1071

13.3

centered at

March 5, 1993

March 4, 2043

28 (due March 4)

N/A

May 4/
May 4

MLN 1127

0.8

approximately

March 5, 1993

March 4, 2043

2 (due March 4)

N/A

May 4/
May 4

MLN 31525

1.6

188555E, 435665N

September 4, 2017

September 3, 2042

4 (due September 4)

N/A

May 4/
May 4

Subtotals

55.4

118

-

Estimated Holding

Requirements

 Annual Rent &

Annual Work

Annual

Surface

Location

Admin Fees

 Requirement

Expenditure/

Area

Description

Location Date/

(thousands

(thousands

Technical

Exploration Licenses

    

(Km2)

    

 (UTM)

    

Grant Date

    

Renewal Date

    

of A$)

    

of A$)

    

Reports Due

EL 28321

198

Centered at approximately 806729E, 8429210N

May 3, 2011

May 2, 2021

14 (due May 2)

25

May 14/
May 14

EL29882

556

Centered at approximately 189100E, 84520000N

September 16, 2013

September 15, 2021

38 (due September 16)

130

May 14/
May 14

EL29886

595

Centered at approximately 200300E, 8452000N

September 16, 2013

September 15, 2021

43 (due September 16)

77

May 14/
May 14

EL30898

187

Centered at approximately 176100E, 8428700N

May 3, 2016

May 2, 2022

9 (due May 2)

25

May 14/
May 14

EL32004

163

Centered at approximately 164000E, 8430550N

November 21, 2019

November 20, 2025

4 (due November 21)

25

Dec 19/
Jan 19

Subtotals

1,699

108

282

Totals A$

226

282

Totals US$ (exchange rate of A$1.00 = $0.77 on December 31, 2020

174

217

The surface land in the area of the contiguous MLs and ELs (excluding EL 28321 and EL 32004) is freehold land owned by the Jawoyn Association. Because the Jawoyn Association have title to the land, such land is not part of the lands classified by the government as indigenous lands, and as a result such lands are not subject to an Indigenous Land Use Agreement. Vista has a private agreement with the Jawoyn Association for access to the land.

Annually, we are required to submit a care and maintenance MMP to the DITT that details work to be done on the property. We have received approval for all work done on the Project to date and obtained approval for the EIS. Additionally, we applied for an operational MMP, which is the operating permit that sets out how mine operating strategy will be implemented throughout the mine life in compliance with the EIS and EPBC requirements. This MMP is currently under review by the DITT. Further permitting will be required before mine development can start. The related permitting processes are relatively straight-forward and are not expected to impede, to a material extent, our exploration and future development plans. Any future mining will require an approved closure plan and sufficient surety bonding to fund that closure.

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Following the bankruptcy of the previous operator, most of the processing equipment and facilities were removed from the site; but some basic infrastructure which may be of use in a future operation is still in place, including a fully functioning tailings impoundment facility that has capacity to store additional mill tailings and a fresh water storage reservoir. In addition, a medium voltage power line supplies the site with electrical power, and a natural gas pipeline, used for power generation by the former operators, is still in place. Mt Todd is located sufficiently close to the city of Katherine and the town of Pine Creek to allow for an easy commute for workers.

Because the Mt Todd site was not reclaimed when the mine closed, the dumps and heap leach pad require ongoing care and maintenance, which we provide. Precipitation on the waste dumps, low-grade ore stockpiles and scats result in acid rock drainage which is managed through collection in retention ponds, storage, and pH adjustment followed by the controlled release of treated water into the Edith River, in accordance with the Waste Discharge License (“WDL”).

History

The Batman gold prospect is located in the Pine Creek Geosyncline that was worked from early in the 20th century. Gold and tin were discovered in the Mt Todd area in 1889. Most deposits were worked in the period from 1902 to 1914. A total of 7.80 tonnes of tin concentrate was obtained from cassiterite-bearing quartz-kaolin lodes at the Morris and Shamrock mines. The Jones Brothers reef was the most extensively mined gold-bearing quartz vein, with a recorded production of 28.45 kg Au. This reef consists of a steeply dipping ferruginous quartz lode within tightly folded greywackes.

The Yinberrie Wolfram field, discovered in 1913, is located 5 kilometers west of Mt Todd. Tungsten, molybdenum and bismuth mineralization was discovered in greisenized aplite dykes and quartz veins in a small stock of the Cullen Batholith. Recorded production from numerous shallow shafts is 163 tonnes of tungsten, 130 kg of molybdenite and a small quantity of bismuth.

Exploration for uranium began in the 1950s. Small uranium prospects were discovered in sheared or greisenized portions of the Cullen Batholith in the vicinity of the Edith River.

Australian Ores and Minerals Limited (“AOM”) in a joint venture with Wandaroo Mining Corporation and Esso Standard Oil took out a number of mining leases in the Mt Todd area during 1975. Initial exploration consisted of stream sediment sampling, rock chip sampling, and geological reconnaissance for a variety of commodities. A number of geochemical anomalies were found primarily in the vicinity of old workings. Follow-up work concentrated on alluvial tin and, later, auriferous reefs. Backhoe trenching, costeaning, and ground follow-up were the favored mode of exploration. 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.

The Arafura Mining Corporation, CRA Exploration, and Marriaz Pty Ltd all explored the Mt Todd area at different times between 1975 and 1983. In late 1981, CRA Exploration conducted grid surveys, geological mapping and a 14 diamond drillhole program, with an aggregate meterage of 676.5 m, to test the gold content of Quigleys Reef over a strike length of 800 meters. Following this program CRA Exploration did not proceed with further exploration.

During late 1986, Pacific Gold Mines NL (“Pacific”) undertook exploration in the area which resulted in small-scale open cut mining on the Quigleys and Golf reefs, and limited test mining at the Alpha, Bravo, Charlie and Delta pits. Ore was transported to a CIP plant owned by Pacific at Moline. This continued until December 1987. Pacific ceased operations in the area in February 1988 having produced approximately 86,000 tonnes grading 4 g Au/t (historic reported production, not NI 43-101 compliant). Subsequent negotiations between the joint venture partners Shell Company of Australia (“Billiton”), Zapopan NL (“Zapopan”) and Pacific resulted in the acquisition of this ground and incorporation into the joint venture.

Billiton, who was the managing partner in an exploration program in the joint venture with Zapopan, discovered the Mt Todd mineralization, or more specifically the Batman deposit, in May 1988. In 1992, Pegasus Gold Australia Pty. Ltd. (“Pegasus”) acquired a shareholding in Zapopan, following which Zapopan acquired Billiton’s interest. Pegasus progressively increased their shareholding until they acquired full ownership of Zapopan in July 1995.

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Feasibility studies (not 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. The Phase I project was predicated upon a 4 million tonne per year (“Mtpy”) heap leach plant, which came on stream in late 1993. The treatment rate was subsequently expanded to a rate of 6 Mtpy in late 1994.

Historic production is shown in the table below:

Category

Historic Production

Actual

Tonnes Leached (million)

13.2

Head Grade (g Au/t)

0.96

Recovery (%)

53.8

Gold Recovered (oz)

220,755

Cost/t (AUD)

8.33

Cost/oz (AUD)

500

NOTE: All tonnages and grades are historic production numbers that pre-date Vista’s ownership. The QPs and issuer consider historic estimates to be relevant but not current.

Phase II involved expanding to 8 Mtpy and treatment through a flotation and carbon-in-leach circuit. The feasibility study was conducted by a joint venture between Bateman Kinhill and Kilborne (“BKK”) and was completed in June 1995.

The Pegasus board approved the project on August 17, 1995, and awarded an EPCM contract to BKK in October 1995. Commissioning commenced in November 1996. Final capital costs to complete the project were AUD232 million (USD181 million).

Design capacity was never achieved due to inadequacies in the 3rd and 4th 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. 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. This, combined with underperformance of the project and higher operating costs led to the mine being closed and placed on care and maintenance on November 14, 1997.

In February 1999, General Gold Resources Pty. Ltd. (“General Gold”) agreed to form a joint venture with Multiplex Resources Pty Ltd (“Multiplex”) and Pegasus to own, operate, and explore the mine. Initial equity participation in the joint venture was General Gold 2%, Multiplex 93%, and Pegasus 5%. The joint venture appointed General Gold as mine operator, which contributed the operating plan in exchange for a 50% share of the net cash flow generated by the project, after allowing for acquisition costs and environmental sinking fund contributions. General Gold operated the mine from March 1999 to July 2000. Operations ceased in July 2000, and Pegasus, through the Deed Administrators, regained possession of various parts of the mine assets in order to recoup the balance of purchase price owed to it. 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.

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Geological Setting, Mineralization, and Deposit Type

Mt Todd is situated within the southeastern portion of the Early Proterozoic Pine Creek Geosyncline. Meta-sediments, granitites, basic intrusives, acidic and intermediate volcanic rocks occur within this geological province. Within the Mt Todd region, the oldest outcropping rocks are assigned to the Burrell Creek Formation. These rocks consist primarily of interbedded greywackes, siltstones, and shales of turbidite affinity, which are interspersed with the minor volcanics. The Burrell Creek Formation is overlain by interbedded greywackes, mudstones, tuffs, minor conglomerates, mafic to intermediate volcanics and banded ironstone of the Tollis Formation. The Burrell Creek Formation and Tollis Formation comprise the Finniss River Group. The Finniss River Group strata have been folded about northerly trending F1 fold axes. The folds are closed to open style and have moderate westerly dipping axial planes with some sections being overturned. A later north-south compression event resulted in east-west trending open style upright D2 folds. The Finniss River Group has been regionally metamorphosed to lower green schist facies. Late and Post Orogenic granite intrusions of the Cullen Batholith occurred from 1,789 Ma to 1,730 Ma, and brought about local contact metamorphism to hornblende hornfels facies.

The Batman pit geology consists of a sequence of hornfelsed interbedded greywackes and shales with minor thin beds of felsic tuff. Bedding consistently strikes at 325 degrees, dipping 40 degrees to 60 degrees to the southwest. Northerly trending sheeted quartz sulfide veins and joints striking at 0 degrees to 20 degrees and dipping 60 degrees to the east are the major controls for mineralization in the Batman pit. The veins are 1 to 100 millimeters in thickness with an average thickness of around 8 to 10 millimeters and occur in sheets with up to 20 veins per horizontal meter. These sheeted veins are the main source of gold mineralization in the Batman pit. In general, the Batman pit extends 1,600 meters in length by 1,100 meters in width and has been drill tested to a depth of 800 meters down-dip. The deposit is open along strike and at depth.

The mineralization within the Batman pit is directly related to the intensity of the north-south trending quartz sulfide veining. The lithological units impact on the orientation and intensity of mineralization. Sulfide minerals associated with the gold mineralization are pyrite, pyrrhotite and lesser amounts of chalcopyrite, bismuthinite and arsenopyrite. Galena and sphalerite are also present, but appear to be post-gold mineralization, and are related to calcite veining in the bedding plains and the east-west trending faults and joints. Two main styles of mineralization have been identified in the Batman pit. These are the north-south trending vein mineralization and bedding parallel mineralization. 

Based on our review of the historic project files, we believe that approximately 21.4 million tonnes grading 1.05 grams gold per tonne and containing 723,795 ounces of gold were extracted between 1993 and the termination of mining in 2000. Processing was by a combination of heap leach production from oxide ore and cyanidation of sulfide ore. The remaining mineralization consists of sulfide mineralization lying below and along strike of the existing open pit, and in hanging wall structures parallel to the main zone in the existing open pit.

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. Equipment and personnel were mobilized from the site or from an exploration base camp established in the central part of the ELs. The work was conducted by geologists and field technicians.

The exploration effort initially focused on follow-up work on targets developed by Pegasus during their tenure on the property. These included the RKD target, Tablelands, and Silver Spray. During a review of Pegasus’ airborne geophysical survey data, five distinct magnetic highs were observed located within sedimentary rocks that should have a low magnetic signature. These features are similar to those at Batman, which, as a result of the included pyrrhotite, exhibits a strong magnetic high. The geophysical targets were prioritized following review of historic work in the area and site visits. To date, two of the geophysical targets, Golden Eye and Snowdrop, have been drilled and a third, Black Hill, has been covered by soil sampling.

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The Wandie target has a different magnetic signature. Field examination identified small scale pits on an iron-rich outcropping.

There are no reportable resources and reserves on the ELs. No data from the ELs are used in the development of the 2019 PFS 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

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

Total Samples

14,990

1,470

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. The targets are distinct magnetic highs located within sedimentary rocks that should have a low magnetic signature. These features are similar to those at Batman, which, as a result of the included pyrrhotite, exhibits a strong magnetic high.

Mineralization at the Quigleys deposit is interpreted to occur within a series of mineralized shears that strike north northwest and dip 30 to 35 degrees to the west. The main shear extends for nearly one kilometer along the strike and has been drilled to a vertical depth of 230 meters. The mineral resource estimate has been defined by 632 drill holes drilled by Pegasus and Billiton Australia Gold Pty. Ltd. in the late 1980s through the mid-1990s. Tetra Tech reviewed the integrity of the drill-hole database and developed a computer model to estimate and classify the estimated mineral resources. The model reflected Tetra Tech’s geological interpretation of the deposit, which constrained the mineralization to the shear zones using geological information and assays from 49,178 samples obtained from the drilling. Lower grade, erratic mineralization in the hanging wall of the shears has not been included in the mineral resource estimate.

Sampling and assaying were done under the supervision of prior operators in conjunction with evaluation of the Batman pit and are discussed in the 2019 PFS, as part of the overall Project sampling and assaying methodology.

Resources for the Quigleys deposit have been estimated using a 0.40 g Au/t cutoff grade. The measured mineral resources are estimated to be 594,000 tonnes grading 1.15 g Au/t, the indicated mineral resources are estimated to be 7.3 million tonnes grading 1.11 g Au/t and the inferred mineral resources are estimated to be 4.0 million tonnes grading 1.46 g Au/t. Cautionary Note to Investors: see the section heading “Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves” above.

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Batman Deposit Drilling

The Batman deposit resource drillhole database consists of both pre-Vista and Vista drill holes. All of the Vista resource drill holes are HQ-size core holes. Vista has drilled a total of 92 HQ diamond drill holes totaling 58,863 meters. All of the Vista diamond drill core samples were sawn into half splits for assaying purposes.

The pre-2007 exploration database (pre-Vista) consists of 743 drill holes, of which 226 are diamond drill holes and 517 are percussion drill holes. These drill holes total approximately 98,000 meters. The diamond core was a combination of NQ and HQ sizes, with the NQ core being sawed into half splits and the HQ core being sawed into quarter splits.

The table below shows a summary of Batman Deposit drilling from 1988 to 2020. Note that a large percentage of the historical drilling was by reverse circulation (“RC”) of less than 100 meters in depth. That RC drilling was used for ore grade control during the mining operations of Pegasus and General Gold Resources. Vista’s drilling discovered a larger Batman Deposit resource by probing deeper with diamond drilling averaging 550 meters in depth. The hole drilled in 2020 represents the initial hole in a proof-of-concept drilling program to test targets known as the Batman Hanging Wall Lode and the Batman North Extension.

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

2020

Vista

1

327

1988-2017

Batman Total

827

8,239

75,386

67,260

Vista Drilling Detail 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 m that targeted both infill definitional drilling and step-out drilling.

The majority of drilling has been angled so as to be approximately perpendicular to the mineralized core. This orientation more accurately transects the true thickness of the mineralization. The Batman Deposit mineralization forms a set of

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stacked plates that strike to the north and plunges steeply to the east. These mineralized zones have been defined by wireframes which are used to constrain the higher grades for resource estimation. Early drilling sampled the deposit near the surface allowing for shorter drillhole depths. Exploring the deeper portions of the deposit has required drill collars to be offset to the east with longer drillhole lengths to reach the mineralized zone. Recent Vista drilling in particular has targeted the deeper portions of the Batman Deposit. The positioning of the Vista drillhole collars has been constrained to be outside of the flooded historic mine pit. Most Vista drilling has been oriented so as to transect the higher-grade mineralized zone

While there are random high-grade intercepts outside of the core, the majority of higher-grade mineralization resides in the core.

Quigleys Drilling 1975 – 2011

The table below shows the Quigleys Deposit drilling history. The Quigleys Deposit was mined from 1982 to 1987 during which the largest amount of drilling was percussion type used for ore grade control.

 

Relevant intervals of mineralization are contained within blanket-like zones which are modeled with 3-D wireframes for resource estimation. The mineralized zones have been defined by wireframes which are used to constrain the higher grades for the resource estimation. The majority of drilling has been angled so as to be approximately perpendicular to the mineralized core. This orientation more accurately transects the true thickness of the mineralization. While there are random high-grade intercepts outside of the core, the majority of higher-grade mineralization resides within the defined zones. In 2011, Vista explored the potential for a deeper deposit with three diamond drillholes, each over 350 meters in depth.

Quigleys Deposit Drilling History

Date

Reference

Holes (#)

Percussion (m)

Diamond (m)

RC (m)

1975

Australian Ores and Minerals/Esso

2

200

1981

Arafura Mining Corp / CRA

14

676.5

1982-1987

Pacific Gold Mines NL (Small Scale Mining)

603

41,429

9710

4,013

1989

Pacific Gold Mines

9

501

202

2011

Vista

3

1,090

1988-2017

Quigleys Total

631

41,930

11,878

4,013

Drilling Results

The results of drilling at Quigleys Deposit and Batman Deposit were used to determine the gold resource estimates for the Batman and Quigleys Deposit. Vista’s drilling discovered a larger Batman resource by probing deeper with diamond drilling averaging 550 meters in depth. While there are random high-grade intercepts outside of the core, the majority of higher-grade mineralization at Batman resides in the core. Relevant intervals of mineralization at Quigleys Deposit are contained within blanket-like zones which are modeled with 3-D wireframes for resource estimation. While there are random high-grade intercepts outside of the core, the majority of higher-grade mineralization at the Quigleys Deposit resides within the defined zones.

Sampling, Analysis and Data Verification

The sampling method and approach for drillholes completed between 2012 and 2018 was the same as has been used by Vista for all of the Vista diamond drilling. The drill core, upon removal from the core barrel, is placed into plastic core boxes. The plastic core boxes are transported to the sample preparation building where the core is marked, geologically logged, geotechnically logged, photographed, and cut into halves. One-half is placed into sample bags as nominal one-

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meter sample lengths, and the other half retained for future reference. The only exception to this is when a portion of the remaining core has been flagged for use in the ongoing metallurgical test work.

The bagged samples have sample tags placed both inside and on the outside of the sample bags. The individual samples are grouped into “lots” for submission to Northern Analytical Laboratories for sample preparation and analytical testing. 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 March 2018 resource update.

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. The core handling crew was recruited locally.

Facilities for the core processing included an enclosed core logging shed and a covered cutting and storage area that was fenced in. Both of these facilities were considered to be limited access areas and kept secured when work was not in progress.

The diamond drill core was boxed and stacked at the rig by the drill crews. Core was then picked up daily by members of the core handling crew and transported directly to the core logging shed. Processing of the core included photographing, geotechnical and geologic logging, and marking the core for sampling. The nominal sample interval was one meter. When this process was completed, the core was moved into the core cutting/storage area where it was laid out for cutting and sampling. The core was logged using the following procedures:

One-meter depth intervals were marked out on the core by a member of the geologic staff;
Core orientation (bottom of core) was marked with a solid line when at least three orientation marks aligned and used for structural measurements. When orientation marks were insufficient an estimated orientation was indicated by a dashed line;
Geologic logging was then done by a member of the geologic staff. Assay intervals were selected at that time and a cut line marked on the core. The standard sample interval was one meter, with a minimum of 0.4 meters and a maximum of 1.4 meters;
Blind sample numbers were then assigned based on pre-labeled sample bags. Sample intervals were then indicated in the core tray at the appropriate locations; and
Each core tray was photographed and restacked on pallets pending sample cutting and stored on site indefinitely.

The core was then cut using diamond saws with each interval placed in sample bags. At this time, the standards and blanks were also placed in plastic bags for inclusion in the shipment. A reference standard or a blank was inserted at a minimum ratio of 1 in 10 and at suspected high-grade intervals additional blanks sample were added. Standard reference material was sourced from Ore Research & Exploration Pty Ltd and provided in 60 g sealed packets. When a sequence of five samples was completed, they were placed in a shipping bag and closed with a zip tie. All of these samples were kept in the secure area until crated for shipping.

Samples were placed in crates for shipping with 100 samples per crate (20 shipping bags) and sealed. 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:

Assay and Preparation Laboratories