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, 2024
For the fiscal year ended December 31, 2025
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: 001-09025

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.)

8310 S Valley Hwy, Suite 300
Englewood, Colorado		80112
(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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ◻

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: $57122,~~476~~628,000

The number of shares of the Registrant’s Common Stock outstanding as of ~~February~~March 249, ~~2025~~2026 was ~~123~~144,~~752~~947,~~011~~520.

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 2025 Annual General and Special Meeting of Shareholders are incorporated herein. See Part III.

Table of Contents

TABLE OF CONTENTS


	Page
PART I
ITEM 1. BUSINESS	2
METRIC CONVERSION TABLE	7
GLOSSARY	7
CAUTIONARY NOTE TO INVESTORS REGARDING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES AND PROVEN AND PROBABLE MINERAL RESERVES	9
NOTE REGARDING FORWARD-LOOKING STATEMENTS	10
ITEM 1A. RISK FACTORS	1514
ITEM 1B. UNRESOLVED STAFF COMMENTS	23
ITEM 1C. CYBERSECURITY	2423
ITEM 2. PROPERTIES	25
ITEM 3. LEGAL PROCEEDINGS	5049
ITEM 4. MINE SAFETY DISCLOSURES	5049
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	5049
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5352
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	6462
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	8179
ITEM 9A. CONTROLS AND PROCEDURES	8179
ITEM 9B. OTHER INFORMATION	8179
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.	8179
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	8280
ITEM 11. EXECUTIVE COMPENSATION	8280
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	8280
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	8280
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	8280
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	8280
ITEM 16. FORM 10-K SUMMARY	8582

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PART I

ITEM 1. BUSINESS.

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. References to AUD or A$ refer to Australian currency and USD or $ refer to United States currency, all in thousands, unless specified otherwise, except per share-related, per tonne, and per ounce amounts.

Overview

Vista Gold Corp. and its subsidiaries operate as a development-stage company in the gold mining industry. Vista does not currently generate cash flows from mining operations.

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

WeOn ~~are~~July ~~positioning~~29, 2025, the Company announced the results of a new Mt Todd asfeasibility study focused on developing a ~~leading~~15,000 ~~development~~tonnes ~~opportunity~~per ~~within~~day ~~the~~(“tpd”), ~~gold~~or ~~sector~~5.3 ~~Our~~million ~~strategy~~tonnes isper toannum ~~advance~~(“tpa”), operation (the “Mt Todd inFS” ~~ways~~or ~~that~~the ~~efficiently~~“Study”). ~~position~~The Mt Todd FS significantly decreased the ~~Project~~initial ~~for~~capital ~~development~~requirement, ~~while~~prioritized ~~exercising~~grade over tonnes, delivered stable gold production over the ~~discipline~~extended ~~necessary~~life toof ~~best~~the ~~realize~~project, ~~value~~and atprovided a fresh perspective for developing the ~~right~~Project ~~time~~using design and operating practices commonly employed by Australian gold operations.

WeThe ~~expect~~Mt ~~continued~~Todd ~~strength~~FS marks a significant shift in the ~~gold~~strategy ~~price~~for ~~and~~Mt ~~believe~~Todd, ~~that~~demonstrating ~~ready~~the potential for near-toterm development of a smaller, lower capital cost project than previously evaluated. The Study incorporates the use of contract mining, third-~~build~~party ~~projects~~power ~~like~~generation, and other design and operating practices to reduce operational risks. The Mt Todd ~~are~~FS demonstrates the opportunity for Mt Todd to deliver attractive ~~development~~economic ~~opportunities~~returns inwith ~~the~~stable ~~current~~gold ~~environment~~production ofover a ~~strong~~30-year ~~gold~~mine ~~market,~~life. ~~diminishing~~The ~~major~~Study ~~deposit~~does ~~discoveries~~not assume any expansion of the planned mining/processing rate, ~~and~~but ~~depleting~~the ~~gold~~15,000 ~~reserves~~tpd design layout provides ample space for future expansion of the processing plant.

~~The~~Feasibility ~~Project~~Study offers strategic optionality through development as a large or mid-scale project and has all major operating and environmental permits necessary to initiate development. A feasibility study for Mt Todd was completed in 2022, with material project costs and economic returns updated in 2024 (the “Mt Todd FS”). The Mt Todd FS demonstrates strong economics for development of a 50,000 tpd, nominally 17.5 million tpa, operation.Highlights

In●Average ~~view~~annual ofgold ~~the~~production ~~substantial~~of ~~investment required to develop Mt Todd as a large-scale project~~153, ~~we completed an internal scoping study in 2023 for an alternative 15,~~000 ~~tpd~~ounces ~~operation,~~during ~~nominally~~years ~~5.2 million tpa. In 2024, we undertook additional internal assessments and trade~~1-~~off~~15 ~~studies to evaluate the economic potential for a range of processing~~ and ~~mining rates. These assessments identified the 15~~146,000 ~~tpd~~over ~~operation as~~ the ~~optimal~~30-year ~~alternative~~life ~~scale project. A project~~ of ~~this scale could reduce financing, development, and operating risks.~~mine

●	Average ore grade of 1.04 grams gold per tonne (“g Au/t”) over the first 15 years of operations and 0.97 g Au/t over the life of mine

●	Life of mine average gold recovery of 88.5% from 3-stage crush, single-stage sort, 2-stage grind, and carbon-in-leach (“CIL”) recovery circuit

●	After-tax NPV_5% of $1.1 billion, internal rate of return of 27.8%, and 2.7-year payback at a $2,500 per ounce gold price

●	After-tax free cash flow at a $2,500 per ounce gold price of $1.6 billion for first 15 years of commercial operations

●	Initial capital requirements of $425 million, a 59% reduction from the 2024 FS (as defined below)

-Capital Efficiency: $93 per ounce (initial capital : total ounces of gold produced)⁽³⁾

Benefit to Cost Ratio of 2.5 (NPV_5% : initial capital)⁽³⁾

●	All-in Sustaining Cost (“AISC”) of $1,449 per ounce during years 1-15 and $1,499 per ounce during years 1-30⁽³⁾

InNotes ~~December 2024, Vista commenced a new Mt Todd feasibility study (the “2025 FS”) that aims~~ to increase the reserve grade to 1 g Au/t using a higher cut-off grade and reduce the initial capex by 60% to about $400 million while achieving average annual gold production ranging from 150,000 – 200,000 ounces from 15,000 tpd or 5.2 million tpa throughput. By using contract mining, third-party power generation, and construction practices commonly used in Australia, we believe there is opportunity to maintain high capital efficiency at this project scale. The 2025 FS will leverage prior technical studies and the work completed for the Mt Todd FS, preserve the potential for future expansion, and demonstrate the opportunity for Mt Todd to deliver attractive economic returns.investors:

(1)	Proven and Probable Mineral Reserves are estimated in accordance with S-K 1300 (as defined below).

(2)	See “Item 1. Business – Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves” for additional information.

(3)	Capital efficiency, benefit to cost ratio, and AISC per ounce are non-U.S. GAAP financial measures; see “Non-U.S. GAAP Financial Measures” for additional disclosure.

The Company undertook a drilling program during 2024 with a total of 34 holes for 6,776 meters drilled. The program was completed in December 2024 at a cost of $1,891. Results of the program indicate the potential to increase gold mineral reserves in the Batman deposit and successfully delineated the South Cross Lode (“SXL”) over a 400-meter strike length. These drill results, and those from the 2020-2022 drilling program, will be included in the block model for the updated Mt Todd mineral resources estimate and 2025 FS.

During Phase 1, a total of 11 holes were drilled in the northern end of the Batman deposit including several holes drilled outside the limits of blocks defined in the current mineral resource model. This drilling, in conjunction with the 2020-2022

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~~drilling~~A ~~program,~~technical ~~provided~~report ~~information~~summary ~~that~~titled ~~extended~~“S-K ~~the~~1300 ~~boundaries~~Technical ofReport ~~the~~Summary ~~mineralization~~– inMt ~~the~~Todd ~~northern~~Gold ~~section~~Project of– ~~the~~15 ~~Batman~~ktpd ~~deposit.~~Feasibility ~~Phase~~Study 1– ~~drilling~~Northern ~~intercepted~~Territory, ~~gold~~Australia” ~~grades~~with ~~higher~~an ~~than~~effective ~~estimated~~date inof ~~the~~July ~~current~~29, ~~block~~2025 ~~model~~ and ~~mineralization~~a ~~outside~~filing ~~the~~date ~~limits~~ of ~~the~~September ~~current~~11, ~~mineral~~2025 ~~resource~~(the ~~envelope.~~“S-K We1300 ~~expect~~Report”) ~~Phase~~for 1the ~~drilling~~Mt toTodd ~~result~~FS inwas anprepared ~~increase~~ in ~~mineral~~accordance ~~resources~~with inItem ~~the~~1300 ~~north end~~ of ~~the~~Regulation ~~Batman~~S-K ~~deposit.~~(“S-K ~~Additionally,~~1300”) weunder ~~expect this drilling to result in~~ the ~~conversion~~U.S. ofSecurities aExchange ~~portion~~Act of ~~inferred~~1934, ~~mineral~~as ~~resources~~amended ~~within~~ (the Mt“Exchange ~~Todd~~Act”) FSand ~~pit~~filed ~~design~~on toEDGAR ~~measured~~at ~~and~~www.sec.gov ~~indicated~~on ~~mineral~~September ~~resources.~~11, 2025.

~~During~~A ~~Phase~~companion 2,technical areport ~~total~~titled of“NI 2343-101 ~~holes~~Technical ~~were~~Report, ~~drilled~~Mt inTodd ~~the~~Gold ~~SXL~~Project, a15 ~~narrower~~ktpd ~~mineralized~~Feasibility ~~structure~~Study, ~~adjacent~~Northen toTerritory ~~the~~Australia” ~~Batman deposit that extends to the northeast~~ with aan ~~current~~effective ~~strike~~date ~~length~~ of ~~approximately~~July ~~400~~29, ~~meters.~~2025 ~~Results from this drilling defined~~ (the ~~mineralized~~“NI ~~boundaries of the SXL over the strike length drilled and intersected high~~43-~~grade~~101 ~~sub-structures~~Report”) ~~in the lower portion of 13 holes. The drill hole spacings are acceptable~~ for ~~the~~Canadian ~~definition~~purposes ofwas ~~measured~~prepared ~~and indicated mineral resources and are expected to support the expansion~~ in ~~the~~accordance ~~northeastern~~with ~~section~~Canadian ofNational ~~the~~Instrument ~~mineral~~43-101 ~~resource~~– ~~shell~~Standards ~~in the new mineral resource model being completed as part~~ of ~~the~~Disclosure ~~2025~~for ~~FS.~~Mineral ~~For~~Projects ~~more~~(“NI ~~information~~43-101”) ~~on the Company’s 2024 drilling results, please refer to the Company’s 2024~~ and ~~2025~~filed ~~drilling~~on ~~news~~SEDAR+ ~~releases, available~~ at www.~~sec.gov and under our profile at www.~~sedarplus.ca. ~~The~~on ~~Company’s~~September ~~2024~~11, ~~and~~ 2025. ~~drilling~~The ~~news~~NI ~~release~~43-101 ~~are~~Report is referenced herein for informational purposes only. ~~and~~The ~~are~~Mineral ~~not~~Resources ~~incorporated~~and byMineral ~~reference~~Reserves ~~into~~for ~~this~~the ~~annual~~NI ~~report on Form 10~~43-K101 ~~and~~Report ~~should~~are ~~not~~the besame ~~considered~~as ~~part~~the ofMineral ~~this~~Resources orand ~~any~~Mineral ~~other~~Reserves ~~report~~for ~~filed with~~ the ~~SEC~~S-K1300 Report.

The Company ~~continues~~previously tocompleted ~~prioritize~~a ~~the~~feasibility ~~efficient~~study ~~use~~for ~~of resources to advance~~ Mt Todd. ~~Our~~in ~~funding~~2022, ~~strategy~~with ismaterial toproject ~~maintain~~costs ~~adequate~~and ~~liquidity~~economic ~~while~~returns ~~minimizing~~updated ~~share~~in ~~dilution~~2024 as(the we“2024 ~~seek to preserve, enhance, and realize value from Mt Todd~~FS”). The ~~Company~~2024 ~~periodically~~FS ~~raises~~evaluated ~~funds in~~ the ~~capital~~development ~~markets~~of ~~and~~a ~~considers~~50,000 ~~alternative~~tpd, ~~strategies~~nominally ~~and~~17.75 ~~possible~~million ~~strategic~~tpa, ~~opportunities as ways to enhance its liquidity and deliver shareholder value~~operation.

~~The~~In January 2026, the Company announced continued progress at its Mt Todd FSgold ~~contemplates~~project aand ~~plant~~outlined ~~processing~~the ~~50,000~~pathway ~~tpd~~to initiate detailed engineering and ~~demonstrates~~design ~~the~~in ~~underlying~~2027. ~~value~~The ~~potential~~Company ofwould expect this milestone to initiate a ~~large~~period of approximately 27-~~scale~~months ~~gold~~for ~~project.~~design, ~~Highlights~~construction, ~~include:~~and commissioning.

● estimated proven and probable mineral reserves of 6.98 million ounces of gold (280 million tonnes at 0.77 g Au/t) using a gold price of $1,500 for the mineral reserve estimate and a cut-off grade of 0.35 g Au/t(1)(2);

● average annual production of 395,000 ounces of gold over a 16-year life of mine at an average cash cost of $913 per ounce(3);

● high capital efficiency, with initial capital requirements of $1.03 billion, or $163 per payable ounce of gold(3); and

● after-tax NPV5% of $1.13 billion and internal rate of return (“IRR”) of 20.4% at a gold price of $1,800 per ounce and an AUD:USD exchange rate of 0.69.

(1) Note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 (as defined below) and CIM Definition Standards (as defined below).

(2) See “Item 2. Properties – Mt Todd Gold Project, Northern Territory, Australia – Mineral Resources and Mineral Reserve Estimates” in this annual report on Form 10-K for additional information.

(3) Cash costs, cash cost per ounce, and initial capital requirements per payable ounce of gold are non-U.S. GAAP financial measures; see Non-U.S. GAAP Financial Measures for additional disclosure.

~~After~~Our ~~Vista~~focus ~~completed~~for ~~the~~2026 Mtis ~~Todd~~on ~~FS,~~establishing the NTfoundation ~~enacted~~for the ~~Mineral~~successful ~~Royalties~~execution ~~Act~~of ~~2024~~the ~~(“Royalties~~Mt ~~Act”)~~Todd ~~effective July 1, 2024~~project. ~~The~~Priorities ~~Royalties~~include ~~Act~~obtaining ~~replaces~~permit ~~the~~modifications ~~prior~~to ~~net~~align ~~profits~~existing ~~royalty~~approved ~~regime~~permits with ~~an ad valorem royalty regime for new mines. Under~~ the ~~Royalties~~Mt ~~Act,~~Todd aFS; ~~3.5%~~expanding adcorporate ~~valorem~~capability ~~royalty~~by ~~rate~~building ~~will~~an beAustralia-based ~~applied~~team to ~~gold~~lead ~~production~~project ~~from~~development; Mtand ~~Todd.~~addressing ~~This~~recommendations ~~represents~~presented ~~a nearly 50% reduction~~ in ~~payable NT royalties compared to~~ the Mt Todd FS ~~and~~that ~~should~~will ~~result~~provide inkey ~~improved~~inputs ~~project~~for ~~economics.~~detailed ~~Under~~engineering ~~the~~and ~~previous~~design. ~~net~~On ~~profits~~March ~~royalty~~9, ~~regime~~2026, ~~our~~Vista ~~base~~closed ~~case~~a ~~economic~~public ~~analysis~~offering atfor anaggregate ~~$1,800~~gross ~~gold~~proceeds ~~price~~totaling ~~estimated the payment of~~ $~~765~~44,850 ~~million~~to infund NTthese ~~royalties~~priorities ~~over~~and ~~the~~other ~~life~~general ofcorporate ~~the mine~~purposes.

~~The~~We Mthave ~~Todd~~commenced FSefforts ~~includes mineral resource and mineral reserve estimates pursuant~~ to ~~Item~~obtain ~~1300~~permit ofmodifications ~~Regulation~~and ~~S-K~~are ~~(“S-K~~actively ~~1300”)~~engaged ~~under~~with ~~the~~consultants, ~~Securities~~regulators, ~~Exchange~~and ~~Act~~stakeholders. ofSome ~~1934,~~modifications ashave ~~amended~~already ~~(the~~been ~~“Exchange Act”)~~submitted, and ~~Canadian~~programs ~~Institute~~to ofsupport ~~Mining~~other ~~Metallurgy~~submissions ~~and~~have ~~Petroleum~~been ~~Definition~~planned ~~Standards~~and ~~for~~are ~~Mineral~~expected ~~Resources~~to ~~and~~begin ~~Mineral~~within ~~Reserves~~the ~~(“CIM~~coming ~~Definition~~weeks. ~~Standards”)~~We ~~based~~anticipate onthe ~~mine~~approval ~~plans~~of ~~developed~~these ~~using~~modifications awill ~~gold~~be ~~price~~achieved in ~~line with current market conditions at the time of the study~~2027.

3We are addressing recommendations presented in the Mt Todd FS. Recent drilling has provided core for selective metallurgical testing to confirm grind size, gold recoveries, and optimal selection and sizing of equipment in the process plant. A geotechnical review is also underway, with planned drilling around the Batman pit to assess the opportunity to steepen the west pit wall, reduce stripping, and potentially convert additional mineral resources to mineral reserves.

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In addition to the technical advancements of the Project in 2023 and 2024, Vista has all major operating and environmental permits necessary to initiate development of Mt Todd. We have invested significant resources in water treatment and management, and environmental and social programs. We believe this has benefited our relationships with the traditional landowners, local communities, and Northern Territory, creating a strong social license.

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

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 and telephone numbers of our offices are:


Executive Office		Registered and Records Office
8310 S Valley Hwy, Suite 300		1200 Waterfront Centre – 200 Burrard Street
Englewood, Colorado, USA 80112		Vancouver, British Columbia, Canada V7X 1T2
Telephone: (720) 981-1185		Telephone: (604) 687-5744

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Executive Office		Registered and Records Office
8310 S Valley Hwy, Suite 300		1200 Waterfront Centre – 200 Burrard Street
Englewood, Colorado, USA 80112		Vancouver, British Columbia, Canada V7X 1T2
Telephone: (720) 981-1185		Telephone: (604) 687-5744

Human Capital Management

As of December 31, ~~2024~~2025, we had 13 full-time employees and noone part-time ~~employees~~employee 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. Since December 31, 2025, we have added four Australian employees and expect to add additional Australian employees throughout 2026.

Our compensation programs are designed to align compensation of our employees with Vista’s corporate objectives and performance, and are designed to provide proper incentives to attract, retain and motivate employees to achieve superior results. The structure of our compensation programs balances competitive wages, benefits and incentive earnings for both short-term and long-term performance.

The health and safety of our employees, contractors, and the communities in which we operate are high priorities in the way we manage our business. Oversight is provided by the Company’s board of directors (the “Board of Directors”) and the Board of Directors’ Health, Safety, Environment and Social Responsibility Committee. Management utilizes the principles set out in our Health & Safety Policy to administer health and safety programs. Employees and others entering our workplaces are provided with and required to use personal protective equipment appropriate for their duties. Each employee and visitor to our workplaces receives relevant orientation and is required to adhere to our established site health and safety protocols. In addition, we comply with relevant policies and regulations enacted by regulatory agencies in the jurisdictions where we operate. Our compensation programs include consideration of health and safety performance in determining incentive awards.

It is Vista’s priority to maintain a culture of ethical performance as a core value, as reflected in the Company’s Code of Business Conduct and Ethics and other related policies. Oversight is provided by the Board of Directors and, for specific areas of performance, by committees of the Board of Directors. Periodically, our employees are required to review the Code of Business Conduct and Ethics and acknowledge their understanding of the content and intent to comply. Our compensation programs include consideration of ethical performance in determining incentive awards.

Vista values the diversity and talents of its team, collectively working together in an inclusive environment to achieve corporate goals and personal professional development objectives. We cultivate a culture that is sensitive to the importance of diversity and inclusion in the workplace.

4Our compensation programs are designed to align compensation of our employees with Vista’s corporate objectives and performance, and are designed to provide proper incentives to attract, retain and motivate employees to achieve superior results. The structure of our compensation programs balances competitive wages, benefits and incentive earnings for both short-term and long-term performance.

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Environmental, Social, and Governance Responsibility

Vista is committed to implementing and continuing to improve business practices that are designed to minimize environmental impacts of our operating activities, support the people and communities within our areas of influence, and appropriately manage the business affairs of our organization. We believe part of being a good corporate citizen requires a dedicated focus on how we affect the environment and fulfill our responsibilities to stakeholders. InWe ~~particular, through our planning for development of Mt Todd, we~~ have worked closely with governmental entities in the NT and local groups, including the Jawoyn Association Aboriginal Corporation (the “Jawoyn Association”), toas we strive towards an environmentally sound and socially responsible development plan.

Segment Information

We have one reportable segment, consisting of acquisition, exploration and evaluation activities which are focused on Australia. We reported no mining operating revenues during the years ended December 31, ~~2024~~2025 and ~~2023~~2024. Additional segment-level disclosure is provided in Note 11 – Segment Information. Geographic location of mineral properties and plant and equipment is provided in Note 3 – Mineral Properties and Note 4 – Plant and Equipment to our Consolidated Financial Statements under the section heading “Item 8. Financial Statements and Supplementary Data” below.

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Reclamation

The Mt Todd site was not reclaimed by the predecessor owners when the mine closed in 2000. Reclamation obligations associated with this period and prior to Vista’s acquisition in 2006 are presently the responsibility of the NT Government. ~~After~~At such time as we provide notice to the NT Government that we intend to proceed with development, the Company will then assume these historical rehabilitation liabilities, currently stated by the NT Government at A$73 million. As a result, we would be required to mitigate long-term environmental impacts, including any of those existing prior to 2006, that are not otherwise mitigated during the life of mine, by stabilizing, contouring, re-sloping and re-vegetating various portions of the Project after mining and mineral processing operations are completed. Reclamation programs would be conducted in accordance with detailed plans, which would be finalized and reviewed by the appropriate regulatory agencies atprior ~~the~~to ~~time~~initiating ofsuch ~~the execution of the~~ programs.

Government Regulation

Our exploration and development activities and other property interests are subject to various national, state, territorial, provincial, and local laws and regulations in Australia and other jurisdictions, which govern prospecting, development, mining, mine safety, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, the use and disposal of hazardous substances, and other matters. We have obtained ~~all~~the major authorizations tobased ~~initiate~~on ~~development~~a of50,000 Mttpd ~~Todd~~technical ~~and~~report ~~have~~from ~~other minor licenses~~2018, ~~permits~~and orwe ~~other~~have authorizations currently required to conduct our exploration, site management, and other programs. We believe we comply in all material respects with applicable mining, health, safety and environmental statutes and regulations in all the jurisdictions in which we operate.

Key Australian Environmental and Social Laws

Mineral projects in the NT are subject to Australian federal and NT laws and regulations regarding environmental matters and the use and disposal of hazardous wastes and materials. As with all mining projects, development and operation of Mt Todd is expected to have a variety of environmental and social impacts. We are required under Australian laws and regulations (federal and territorial) to acquire permits and other authorizations before Mt Todd can be developed and mined. In September 2014, the environmental impact statement (“EIS”) for Mt Todd was approved. The Environmental Protection Agency of the Northern Territory Government (“NT EPA”) advised that it had assessed the environmental impacts of the proposed gold mine at Mt Todd and authorized the Company to proceed with development, subject to athe ~~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 required by the EPBC was approved by the Australia Department of the Environment and Energy. We must comply with the terms of our Authority ~~Certificate~~Certificates under the Northern Territory Aboriginal Sacred Sites Act 1989 which deals with the handling of archeological material and sacred sites. We are also subject to statutory requirements under the NT Mining Management Act, which includes the requirement to have a mining authorization before the start of mining operations. The mining authorization is issued after the approval of the mining license. It is the legal document that makes the mining license and any additional conditions binding for the Project. The Mt Todd Mining Management Plan (“MMP”) and associated mining authorization were approved by the Northern Territory Department of Industry, Tourism and Trade in June 2021. As a result of recent changes to the Mining Management Act, all MMPs were converted to Deemed Environmental (Mining) Licenses (“DEML”) in July 2024, and companies have four years to convert the DEMLs to Environmental (Mining) Licenses (“EML”). In the interim period, the DEML provides the same rights and obligations in regard to the operating plans for Mt Todd as determined in the MMP. The Company is in the process of aligning the relevant approvals and authorizations discussed in this section with the plans and designs in the Mt Todd FS.

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and sacred sites. We are also subject to statutory requirements under the NT Mining Management Act, which includes the requirement to have a mining authorization before the start of mining operations. The mining authorization is issued after the approval of the mining license. It is the legal document that makes the mining license and any additional conditions binding for the project. The Mt Todd Mining Management Plan (“MMP”) and associated mining authorization were approved by the Northern Territory Department of Industry, Tourism and Trade in June 2021. As a result of recent changes to the Mining Management Act, all MMPs were converted to Deemed Mining Licenses in July 2024, and companies have four years to convert the Deemed Mining Licenses to Mining Licenses. In the interim period, the Deemed Mining License ensures the same rights and obligations as determined in the MMP.

Environmental Regulation

Mt Todd is subject to various federal, territorial, and local laws and regulations governing protection of the environment. Such laws and regulations are continually changing and, in general, are becoming more restrictive. 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.

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Changes to current local, territorial, or federal laws and regulations in the jurisdictions where we have exploration and development activities could require additional capital expenditures and increase operating and/or reclamation costs. We are unable to predict what additional legislation, if any, might be proposed or enacted, or what additional regulatory requirements could impact the economics of Mt Todd.

During ~~2023~~2025, Mt Todd did not have any material non-compliance occurrences with any applicable environmental laws and regulations. See “Item 1. Business – Reclamation”, above.

Competition

We compete with other mining companies to acquire, explore, finance, and develop gold properties and to retain expert consultants required to complete our geological and project development studies. 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. 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, engaging skilled consultants with sufficient resources to support timely completion of work programs, and attracting and retaining qualified personnel.

Gold Price History

The price of gold is volatile and is affected by numerous factors, all of which are beyond our control, such as the sale or purchase of gold by various central banks and financial institutions, inflation, recession, fluctuation in the relative values of the U.S. dollar to foreign currencies, changes in global gold supply and demand, and political and economic conditions.

The following table presents the high, low and average London ~~Bullion Market Association PM~~ Fix prices in U.S. dollars per troy ounce of gold over the past five years and during ~~2025~~2026 through ~~February~~March 204, ~~2025~~2026:


Year	High		Low		Average
2020	$	2,067	$	1,474	$	1,770
2021	$	1,943	$	1,684	$	1,799
2022	$	2,039	$	1,629	$	1,800
2023	$	2,078	$	1,811	$	1,941
2024	$	2,778	$	1,985	$	2,386
2025 (to February 20, 2025)	$	2,937	$	2,633	$	2,780
2025	$	4,481	$	2,633	$	3,447
2026 (to March 4, 2026)	$	5,508	$	4,386	$	4,904

Data Source 2021 to 2024: www.lbma.org.uk/prices-and-data/precious-metal-prices#/

Data Source 2025 to 2026: www.kitco.com/price/fixes/kitco-fix

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Available Information

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

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Metric Conversion Table


To Convert Metric Measurement Units	To Imperial Measurement Units	Multiply by
Square kilometers ("Km2")	Acres	247.1054
Meters	Feet	3.2808
Kilometers (or "Km")	Miles	0.6214
Tonnes (or "t")	Tons (short)	1.1023
Liters	Gallons	0.2642
Grams (or "g")	Ounces (troy)	0.0322
Grams per tonne	Ounces (troy) per ton (short)	0.0292
Ounce (troy)	Ounce	1.0971

Glossary of Selected Mining Terms

“bedding” means the characteristic structure of sedimentary rock in which layers of different composition, grain size or arrangement are layered one on top of another in a sequence with oldest on the bottom and youngest at the top.

“comminution” means the process in which ore is broken into small fragments by crushing, grinding, and other processes.

“conglomerate” refers to clastic sedimentary rock that contains rounded particles that are greater than two millimeters in diameter. The space between the pebbles is generally filled with smaller particles and/or a chemical cement that binds the rock together.

“cut-off grade” means the grade (i.e., the concentration of metal or mineral in rock) that determines the destination of the material during mining. For purposes of establishing prospects of economic extraction, the cut-off grade is the grade that distinguishes material deemed to have no economic value from material deemed to have economic value.

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

“development stage issuer” is an issuer that is engaged in the preparation of mineral reserves for extraction on at least one material property.

“development stage property” is a property that has mineral reserves disclosed, pursuant to S-K 1300, but no material extraction.

“feasibility study” is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of realistically assumed mining, processing, metallurgical, economic, marketing, legal, environmental, social and governmental considerations together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate at the time of reporting that extraction is reasonably justified or economically viable. The results of a feasibility 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 a feasibility study is higher than that of a preliminary feasibility study, initial assessment, or scoping study.

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

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

“indicated mineral resource” and “indicated resource” mean “indicated mineral resource” defined by S-K 1300 as that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of

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~~“geosyncline”~~confidence ~~means~~of a ~~major~~measured ~~trough~~mineral orresource, ~~downwarp~~an ofindicated ~~the~~mineral ~~Earth’s~~resource ~~crust,~~may inbe ~~which~~converted ~~great~~only ~~thicknesses~~to ofa ~~sedimentary~~probable ~~and/or~~mineral ~~volcanic rocks have accumulated~~reserve.

“indicated mineral resource” and “indicated resource” mean “indicated mineral resource” defined by S-K 1300 as that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may be converted only to a probable mineral reserve.

“inferred mineral resource” and “inferred resource” mean “inferred mineral resource” defined by S-K 1300 as that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.

“measured mineral resource” and “measured resource” mean “measured mineral resource” defined by S-K 1300 as that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.

“~~mineral reserve~~ktpd” ismeans anthousands ~~estimate~~ of ~~tonnage~~tonnes ~~and~~per ~~grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project~~day. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

“~~mineral~~Mineral ~~resource~~Reserve” is aan ~~concentration~~estimate ~~or occurrence~~ of ~~material~~tonnage ofand ~~economic interest in or on the Earth's crust in such form,~~ grade or quality, ~~and~~of ~~quantity~~indicated ~~that~~and ~~there~~measured ~~are reasonable prospects for economic extraction. A~~ mineral ~~resource~~resources isthat, ain ~~reasonable~~the ~~estimate~~opinion of ~~mineralization,~~the ~~taking~~qualified ~~into~~person, ~~account~~can ~~relevant~~be ~~factors~~the ~~such~~basis asof ~~cut-off~~an ~~grade,~~economically ~~likely~~viable ~~mining~~project. ~~dimensions,~~More ~~location or continuity that~~specifically, ~~with~~it is the ~~assumed~~economically ~~and~~mineable ~~justifiable~~part ~~technical~~of ~~and~~a ~~economic~~measured ~~conditions,~~or isindicated ~~likely~~mineral toresource, inwhich ~~whole~~includes ordiluting inmaterials ~~part,~~and ~~become~~allowances ~~economically~~for ~~extractable.~~losses Itthat ismay ~~not~~occur ~~merely~~when anthe ~~inventory~~material ofis ~~all~~mined ~~mineralization drilled~~ or ~~sampled~~extracted.

“Mineral Resource” is a concentration or occurrence of 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 economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.

“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.

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

“oz” or “ounce” means troy ounce and is equivalent to 31.10348 grams.

“probable mineral reserves” under S-K 1300 is the economically mineable part of an indicated and, in some cases, a measured mineral resource.

“proven mineral reserves” under S-K 1300 is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.

“qualified person” or “QP” as defined under S-K 1300 (as defined below) is an individual who is: (1) a mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity that person is undertaking on behalf of the registrant; and (2) an eligible

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~~“proven~~member ~~mineral~~or ~~reserves”~~licensee ~~under~~in ~~S-K~~good ~~1300~~standing of a recognized professional organization at the time the technical report is prepared. For an organization to be a recognized professional organization, it must: (i) be either: (A) an organization recognized within the ~~economically~~mining ~~mineable~~industry ~~part~~as ofa reputable professional association; or (B) a ~~measured~~board ~~mineral~~authorized ~~resource~~by U.S. federal, state or foreign statute to regulate professionals in the mining, geoscience or related field; (ii) admit eligible members primarily on the basis of their academic qualifications and ~~can~~experience; ~~only~~(iii) ~~result~~establish ~~from~~and ~~conversion~~require compliance with professional standards of competence and ethics; (iv) require or encourage continuing professional development; (v) have and apply disciplinary powers, including the power to suspend or expel a ~~measured~~member ~~mineral~~regardless ~~resource~~of where the member practices or resides; and (vi) provide a public list of members in good standing.

“qualified person” or “QP” as defined under SNI 43-K101 ~~1300~~means ~~(as~~an ~~defined~~individual ~~below)~~who (1) is an ~~individual~~engineer ~~who~~or ~~is:~~geoscientist ~~(1)~~with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral ~~industry~~exploration ~~professional~~or ~~with~~mining; (2) has at least five years of ~~relevant~~ experience in ~~the~~mineral ~~type~~exploration, ofmine ~~mineralization~~development ~~and~~or ~~type~~operation, ofor ~~deposit~~mineral ~~under~~project ~~consideration~~assessment ~~and~~or inany ~~the~~combination ~~specific type~~ of ~~activity~~these that ~~person~~ is ~~undertaking~~relevant onto ~~behalf~~his ofor ~~the~~her ~~registrant;~~professional ~~and~~degree ~~(2)~~or anarea ~~eligible~~of ~~member~~practice; or(3) has ~~licensee~~experience inrelevant ~~good~~to ~~standing~~the ofsubject amatter ~~recognized~~of ~~professional~~the ~~organization~~mineral atproject ~~the~~and ~~time~~ the technical report; (4) is ~~prepared.~~in ~~For~~good anstanding ~~organization~~with ~~to be~~ a ~~recognized~~ professional ~~organization,~~association; itand ~~must:~~ (i5) bein ~~either:~~the ~~(A)~~case anof ~~organization~~a ~~recognized~~professional ~~within~~association ~~the~~in ~~mining~~a ~~industry~~foreign asjurisdiction, has a ~~reputable~~membership ~~professional~~designation ~~association;~~that or (Bi) arequires ~~board~~attainment ~~authorized~~of bya ~~U.S.~~position ~~federal,~~of ~~state~~responsibility orin ~~foreign~~their ~~statute~~profession tothat ~~regulate~~requires ~~professionals in~~ the ~~mining,~~exercise ~~geoscience~~of orindependent ~~related field~~judgment; and (ii) ~~admit~~requires ~~eligible~~(A) ~~members~~a ~~primarily~~favorable, onconfidential ~~the~~peer ~~basis~~evaluation of ~~their~~the ~~academic~~individual’s ~~qualifications~~character, professional judgment, expertise and ~~experience~~ethical fitness; or (~~iii~~B) ~~establish~~a ~~and~~recommendation ~~require~~for ~~compliance~~membership ~~with~~by ~~professional~~at ~~standards~~least oftwo ~~competence~~peers, and ~~ethics;~~demonstrated ~~(iv)~~prominence ~~require~~ or ~~encourage~~expertise ~~continuing~~in ~~professional~~the ~~development;~~field ~~(v)~~of ~~have~~mineral ~~and~~exploration ~~apply~~or ~~disciplinary~~mining. ~~powers,~~Note: ~~including~~a ~~the~~professional ~~power~~association tois ~~suspend~~a self-regulatory organization of engineers, geoscientists or ~~expel~~both athat, ~~member~~among ~~regardless~~other ofcriteria, ~~where~~requires compliance with the ~~member~~professional ~~practices~~standards orof ~~resides;~~competence and ~~(vi)~~ethics ~~provide~~established aby ~~public~~the ~~list~~organization ofand ~~members~~has indisciplinary ~~good~~powers ~~standing~~over its members.

“qualified person” or “QP” as defined under NI 43-101 (as defined below) means an individual who (1) is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or mining; (2) has at least five years of experience in mineral exploration, mine development or operation, or mineral project assessment or any combination of these that is relevant to his or her professional degree or area of practice; (3) has experience relevant to the subject matter of the mineral project and the technical report; (4) is in good standing with a professional association; and (5) in the case of a professional association in a foreign jurisdiction, has a membership designation that (i) requires attainment of a position of responsibility in their profession that requires the exercise of independent judgment; and (ii) requires (A) a favorable, confidential peer evaluation of the individual’s character, professional judgment, expertise and ethical fitness; or (B) a recommendation for membership by at least two peers, and demonstrated prominence or expertise in the field of mineral exploration or mining. Note: a professional association is a self-regulatory organization of engineers, geoscientists or both that, among other criteria, requires compliance with the professional standards of competence and ethics established by the organization and has disciplinary powers over its members.

“recovery” means that portion of the metal contained in the ore that is successfully extracted by processing and is expressed as a percentage.

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

“strike” when used as a noun, means the direction, course or bearing of a vein or rock formation measured on a level surface and, when used as a verb, means to take such direction, course or bearing.

“sulfide” means a compound of sulfur and some other element. From a metallurgical perspective, sulfide rock is primary rock that has not been oxidized. Both ore and waste may contain sulfide minerals.

“tpa” means tonnes per annum.

“tpd” means tonnes per day.

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

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

Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves

We are subject to the reporting requirements of the Exchange Act and applicable Canadian securities laws. As a result, we report our mineral resources and mineral reserves according to two different standards. For U.S. purposes, mineral property disclosures are reported in accordance with S-K 1300 under the Exchange Act, while Canadian disclosures are reported in accordance with 43-101. Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but the standards embody slightly different approaches and definitions.

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~~accordance~~probable ~~with~~reserves ~~Canadian~~and ~~National~~measured, ~~Instrument~~indicated, and inferred resource under each of S-K 1300 and NI 43-101. –The ~~Standards~~estimation of ~~Disclosure~~measured ~~for~~resources ~~Mineral~~and ~~Projects~~indicated (“resources involve greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves; therefore, investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into S-K 1300-compliant or NI 43-101”)-compliant reserves. ~~Both~~Estimations ~~sets~~ of ~~reporting~~inferred ~~standards~~resources ~~have~~involve ~~similar~~far ~~goals~~greater inuncertainty ~~terms~~as to their existence and economic viability than the estimations of ~~conveying~~other ancategories ~~appropriate~~of ~~level~~resources; therefore, it cannot be assumed that all or any part of ~~confidence~~inferred inresources ~~the~~will ~~disclosures~~ever ~~being~~be ~~reported~~upgraded to a higher category. Investors are cautioned not to assume that all or any part of inferred resources exist, ~~but~~or ~~the~~that ~~standards~~they ~~embody~~can ~~slightly~~be ~~different~~mined ~~approaches~~legally ~~and~~or ~~definitions~~economically.

In our public filings in the U.S. and Canada and in certain other announcements not filed with the U.S. Securities Exchange Commission (“SEC”), we disclose proven and probable reserves and measured, indicated, and inferred resources, each as defined in S-K 1300 and NI 43-101. As currently reported, there are no material differences in our disclosed proven and probable reserves and measured, indicated, and inferred resource under each of S-K 1300 and NI 43-101. The estimation of measured resources and indicated resources involve greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves; therefore, investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into S-K 1300-compliant or NI 43-101-compliant reserves. Estimations of inferred resources involve far greater uncertainty as to their existence and economic viability than the estimations of other categories of resources; therefore, it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category. Investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.

Note Regarding Forward-Looking Statements

This annual report on Form 10-K, including all exhibits hereto and any documents that are incorporated by reference as set forth on the face page under “Documents incorporated by reference”, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information under Canadian securities laws that are intended to be covered by the safe harbor created by such legislation. 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 ~~expectation~~belief that ~~continued strength in~~ the ~~gold price and belief that ready-to-build projects like~~ Mt Todd ~~are~~Project ~~attractive~~offers ~~development~~a ~~opportunities~~large ingold ~~the~~mineral ~~current~~reserve, ~~environment~~development ofoptionality, aexpansion ~~strong~~opportunities, ~~gold~~exploration ~~market~~upside, ~~diminishing~~advanced ~~major~~local ~~deposit~~infrastructure, ~~discoveries~~community support, and ~~depleting~~demonstrated ~~gold~~economic ~~reserves~~feasibility;

● our belief that the ~~2025~~Mt Todd FS ~~will~~marks ~~leverage~~a ~~prior~~significant ~~technical~~shift ~~studies~~in ~~and~~ the ~~work completed for the Mt Todd FS~~strategy, ~~preserve~~demonstrating the potential for ~~future~~near-term ~~expansion,~~development ~~and~~of ~~demonstrate~~a ~~the~~smaller, ~~opportunity~~lower ~~for~~capital Mtcost ~~Todd~~project tothan ~~deliver~~previously ~~attractive economic returns~~evaluated;

● our belief that the MtStudy ~~Todd~~reduces ~~can~~operational berisks ~~positioned~~by asincorporating athe ~~leading~~use ~~development~~of ~~opportunity~~contract ~~within~~mining, ~~the~~third-party ~~gold~~power ~~sector~~generation, and other design and operating practices;

● our belief that the Mt Todd ~~offers~~FS ~~strategic~~demonstrates ~~optionality~~the ~~through~~opportunity ~~development~~for asMt aTodd ~~large~~to ordeliver ~~mid-scale~~attractive ~~project~~economic ~~and~~returns ~~has~~with ~~all~~stable ~~major~~gold ~~operating~~production ~~and~~over ~~environmental~~a ~~permits~~30-year ~~necessary~~mine ~~to initiate development~~life;

● our belief that the Mt Todd FS demonstrates strong economics for development of a 50,000 tpd operation;

●

our objective to maintain adequate liquidity and minimize share dilution as we advance our primary objective to maximize returns to our shareholders by preserving, enhancing, and realizing value from Mt Todd;

●

our expectation of adding additional Australian employees throughout 2026;

●

the feasibility of Mt Todd and the results of the Mt Todd FS;

●

estimates of future operating and financial performance;

●

future exploration plans;

●

our expectation that initiating detailed engineering and design is a milestone that could initiate a period of approximately 27-months for design, construction, and commissioning and that these activities can be completed within 27 months;

●

our expectation of Mt Todd’s impact, including environmental and economic impacts;

● ~~plans~~our ~~and~~belief ~~estimates~~that ~~concerning~~continued ~~potential~~progress at its Mt Todd ~~development,~~gold ~~including~~project ~~access~~outlines toa anpathway ~~adequate~~to ~~supply~~initiate ofdetailed ~~water,~~engineering ~~the~~and ~~availability~~design ofin ~~natural gas on acceptable terms, as well as the ability to obtain all required permits~~2027;

● ~~estimates~~our ofintention ~~mineral~~that ~~reserves~~our ~~and~~focus ~~mineral~~for ~~resources~~2026 is on establishing the foundation for the successful execution of the Mt Todd project;

●

our anticipation that the approval of permit modifications will be achieved in 2027;

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●

the potential for the geotechnical review, with planned drilling around the Batman pit to assess the opportunity to steepen the west pit wall, reduce stripping, and potentially convert additional mineral resources to mineral reserves;

●

plans and estimates concerning potential Mt Todd development, including access to an adequate supply of water, the availability of natural gas on acceptable terms, as well as the ability to obtain all required permits;

●

estimates of mineral reserves and mineral resources;

●

our belief that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and regulations in all of the jurisdictions in which we operate and that our operations are conducted in material compliance with applicable laws and regulations;

● our belief that our investment of significant resources in water treatment and management, environmental, and social programs has benefited our relationships with the traditional landowners, local communities, and NT Government, creating a strong social license;

● our expectation that a fresh water storage reservoir would receive a two-meter dam raise and would harvest stormwater expected to exceed process water requirements for year-round operations for a 50,000 tpd operation;

● our expectation that the remaining permitting processes are relatively straight-forward and are not expected to impede, to a material extent, our exploration and future development plans;

● our belief that using contract mining and power generation, and construction practices commonly used in Australia, creates an opportunity to maintain high capital efficiency at a smaller initial project scale;

● our expectation that a community-based project would produce lower operating costs compared to contract mining and that a portion of the skilled workforce should be able to be sourced locally;

● our expectation that plus 5/8” high pressure grinding roll (“HPGR”) crusher product at Mt Todd is harder than the minus 5/8” crushed product and that the hardness of ore in the Batman deposit is relatively consistent;

●

our expectation that the use of HPGR crushers at Mt Todd will produce a product that can be ground more efficiently and reduce energy requirements as compared to a SAG Mill design;

● the expectation that reclamation of the heap leach pad at Mt Todd will include disposal of pad liner and regrading of the area occupied by the heap leach pad only as the material on the existing heap leach pad will be processed through the mill at the end of life of mine;

● our belief that the 2024 drill results, and those from the 2020-2022 drilling program, will be included in the block model for the updated Mt Todd mineral resources estimate and 2025 FS and increase mineral resources in the north end of the Batman deposit;

● Our belief that Phase 1 drilling will result in the conversion of inferred mineral resources to measured and indicated mineral resources within the Mt Todd FS pit design, and that mineral reserves will be increased in the 2025 FS;

● our belief that the 3.5% ad valorem royalty regime applied to gold production from Mt Todd represents a nearly 50% reduction in payable royalties and results in improved project economics and shareholder returns when compared to our 2024 updated Mt Todd FS, which included NT royalties equivalent to nearly a 7% ad valorum rate;

● our belief that under the previous net profits royalty regime, our base case economic analysis at an $1,800 gold price estimated the payment of $765 million in NT royalties over the life of the mine;

● our expectation that the volume of water in the Batman Pit will not present any major issues when resuming operations;

●

our belief that Vista’s long-term viability depends upon our ability to realize value from our principal asset, Mt Todd;

● our ~~estimate~~expectation that ~~for~~a ~~the~~metallurgical ~~12-month~~testing ~~period~~program ~~following~~will ~~December~~provide ~~31,~~data ~~2024,~~for ~~the~~detailed ~~Company’s~~engineering ~~net~~and ~~recurring costs will be approximately $6~~design,~~400,~~ ~~plus~~with ~~$3,200~~results ~~related~~expected tomid-year ~~work plans at Mt Todd~~2026;

● our expectation that wethe ~~will~~single-stage ~~incur~~XRT ~~expenditures~~sorting ofcircuit is expected to reject approximately ~~$2,400~~8% ~~for~~of Mtthe ~~Todd~~run-of-mine ~~site~~feed ~~maintenance~~as waste and ~~environmental~~produce ~~stewardship~~a ~~activities~~gold loss from the rejected waste of approximately 1.7%;

● our estimate that ~~the~~for ~~outcome of~~ the ~~Mexico~~12-month ~~tax~~period ~~matter~~following ~~cannot~~December be31, ~~reasonably estimated at this time~~2025, ~~and~~before ~~our~~consideration ~~estimate~~of ~~that~~ the ~~effect~~use of aproceeds ~~negative~~from ~~court~~the ~~ruling~~March ~~could~~9, ~~create~~2026 afinancing, ~~potential~~net ~~liability~~recurring ofexpenditures upwill tobe approximately $38,~~500~~700, ~~for~~plus ~~income taxes~~$1,800 ~~assessable~~for ~~interest,~~non-recurring ~~and~~project ~~penalties~~program costs;

11● our intention to use the net proceeds from the March 9, 2026 financing to advance exploration and development activities at our Mt Todd gold project and for general corporate purpose;

~~Table~~● our belief that the Company has started activities expected to lead to the transition of ~~Contents~~Mt Todd to a producing operation;

● our ~~anticipation~~objective ~~that~~to ~~the~~advance ~~2025~~plans FSto ~~could~~build ~~increase~~ the ~~mineral~~internal ~~reserve~~organizational ~~grade~~capabilities ~~to approximately 1 gram gold per tonne~~ and ~~reduce~~obtain the ~~initial~~financing ~~capex~~needed to ~~approximately~~make ~~$400~~the ~~million~~transition ~~while~~of ~~achieving~~Mt ~~average~~Todd ~~annual gold production ranging from 150,000~~ to ~~200,000~~a ~~ounces~~producing ~~from 5.2 million tpa ore throughput~~operation;

● our expectation that ~~existing~~we ~~infrastructure~~will atincur expenditures of approximately $9,100, including $4,600 for its Mt Todd ~~will~~site ~~reduce~~management, ~~initial~~environmental ~~capital~~stewardship ~~expenditure~~activities, and ~~significantly~~expanding ~~reduce~~its ~~capital~~corporate ~~risk~~capability ~~related~~by tobuilding ~~infrastructure~~an ~~construction~~Australia-based team;

●

our expectation that we will incur expenditures of approximately $10,200 in non-recurring project program costs are estimated for the 12-month period following December 31, 2025 for pre-development evaluations, project planning and early development work, initial project financing costs, and on-going site maintenance requirements;

●

our expectation that certain existing infrastructure at Mt Todd resulted in reduced initial capital expenditures in developing the economic analysis for the Mt Todd FS;

Business and Industry

● our belief that our Working Capital as of December 31, ~~2024~~2025, together with the net proceeds from the Offering, interest income, other potential future sources of financing and sales of non-core assets, will be sufficient to fund our currently planned corporate expenses, Mt Todd holding costs, and other anticipated Mt Todd programs;

● our belief that the ATM Program (as defined below) will provide additional balance sheet flexibility at a potentially lower cost than other means of equity issuances;

●

the potential monetization of our non-core assets, including royalty interests in the U.S. and Canada, and our used mill equipment which is for sale;

●

planned or potential expenditures, funding requirements and sources of capital, including near-term sources of additional cash;

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●

our expectation that the Company will continue to incur losses and will not pay dividends for the foreseeable future;

●

our belief that the current market value of the common shares in the capital of the Company (the “Common Shares”) does not reflect the fair value of the Company’s assets;

●

our belief that we maintain reasonable amounts of insurance;

●

our expectations related to potential changes in regulations or taxation initiatives;

●

our belief that we are possibly a passive foreign investment company;

●

the potential that we may grant options and/or other stock-based awards to our directors, officers, employees and consultants;

●

preliminary estimates of the reclamation and other related costs that would be incurred if we were to notify the NT Government that we intend to proceed with development and assume rehabilitation liability for Mt Todd; and

●

the potential that future expenditures may be required for compliance with various laws and regulations governing the protection of the environment.

Forward-looking statements and forward-looking information have been based upon a number of estimates and assumptions including material estimates and assumptions related to our current business and operating plans, as approved by the Board of Directors; our cash and other funding requirements and timing and sources thereof; results of pre-feasibility and feasibility studies, mineral resource and reserve estimates; initial assessments and exploration activities; advancements of the Company’s required permitting processes; our experience working with regulators; current market conditions and project development plans. The material assumptions used to develop the forward-looking statements and forward-looking information included in this annual report on Form 10-K include: our expectations of metal prices; our forecasts and expected cash flows; our projected capital and operating costs; accuracy of mineral resource estimates and resource modeling and preliminary feasibility and feasibility study results; expectations regarding mining and metallurgical recoveries; timing and reliability of sampling and assay data; anticipated political, economic, and social conditions; expected Australian national, provincial and local government policies, including legal reforms, successful advancement of the Company’s required permitting processes; and ability to successfully raise additional capital. 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:

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from any results, performance or achievements expressed or implied by such forward-looking statements and forward-looking information. These factors include risks such as:

Operating Risks

●

feasibility study results and the accuracy of estimates and assumptions on which they are based;

● ~~mineral~~Mineral ~~resource~~Resource and ~~mineral~~Mineral ~~reserve~~Reserve estimates, the accuracy of such estimates and the accuracy of sampling and subsequent assays and geologic interpretations on which they are based;

●

technical and operational feasibility and the economic viability of deposits;

●

our ability to obtain, renew or maintain the necessary licenses, authorizations and permits for Mt Todd, including its development plans and operating activities;

●

market conditions supporting a decision to develop Mt Todd;

● delays in permitting or commencement of construction at Mt Todd;

● our reliance on third-party power generation and contract mining for the construction and operation of Mt Todd;

●

increased costs that affect our operations or our financial condition;

●

delays or disruptions in supply chains;

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●

our reliance on third parties to fulfill their obligations under agreements with us;

●

whether projects not managed by us will comply with our standards or meet our objectives;

●

whether our acquisition, exploration and development activities, as well as the realization of the market value of our assets, will be commercially successful and whether any transactions we enter into will maximize the realization of the market value of our assets;

●

the success of any future joint ventures, partnerships and other arrangements relating to our properties;

●

perception of the potential environmental impact of Mt Todd;

●

known and unknown environmental and reclamation liabilities, including reclamation requirements at Mt Todd;

●

impacts of noncompliance with applicable laws, regulations, and standards for operating;

●

potential challenges to the title to our mineral properties;

●

events or changes in conditions may affect land use authorizations;

●

opposition to construction or operation of Mt Todd;

●

future water supply issues at Mt Todd;

●

litigation or other legal claims;

●

environmental lawsuits;

Financial and Business Risks

●

fluctuations in the price of gold;

●

inflation and cost escalation;

●

lack of adequate insurance to cover potential liabilities;

●

the lack of cash dividend payments by us;

●

our history of losses from operations;

13● our ability to attract, retain, and hire key personnel;

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● our ability to attract, retain and hire key personnel;

●

volatility in our stock price and gold equities generally;

● our ability to ~~raise~~consummate ~~sufficient~~a ~~capital~~strategic ontransaction, ~~favorable~~obtain ~~terms~~a ordevelopment atpartner, ~~all~~or tosecure ~~meet~~other ~~the~~means ~~substantial~~of ~~capital~~financing ~~investment~~for at Mt Todd on favorable terms, if at all;

● our ability to obtain a development partner or other means of financing for Mt Todd on favorable terms, if at all;

●

our ability to raise additional capital or raise funds from the sale of non-core assets on favorable terms, if at all;

●

general economic conditions adverse to Mt Todd development or operation;

●

the potential acquisition of a control position in the Company for less than fair value as a result of industry consolidation or otherwise;

●

lack of success in our efforts to find an acceptable partner, external financing or other acceptable alternatives to move forward with development of Mt Todd;

●

evolving corporate governance and public disclosure regulations;

●

intense competition in the mining industry;

●

tax legislation, rulings, assessments, initiatives, or changes resulting therefrom on domestic and international levels;

●

potential unfavorable outcome of Mexico tax litigation;

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●

fluctuation in foreign currency values;

● our possible status as a PFIC ~~(as defined below)~~ for U.S. federal tax purposes;

●

cybersecurity breaches that threaten or disrupt our information technology systems;

●

anti-bribery and anti-corruption laws;

●

potential conflicts of interest arising from certain of our directors and officers serving as directors and officers of other companies in the natural resources sector;

Industry Risks

●

inherent hazards of mining exploration, development, and operating activities;

●

a shortage of skilled labor, equipment, and supplies;

● the accuracy of calculations of ~~mineral~~Mineral ~~reserves~~Reserves and ~~mineral~~Mineral ~~resources~~Resources and mineralized material and fluctuations therein based on metal prices, estimated costs, ~~and inherent vulnerability of the ore and~~ recoverability of metal in the mining process, and other relevant factors;

●

changes in environmental regulations to which our exploration and development operations are subject could result in increased operating costs or our ability to operate at all; and

●

changes in greenhouse gas emissions regulations and standards could result in increased operating costs or our ability to operate at all.

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.

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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 the Mt Todd FS has, or future studies will, accurately forecast economic results.

Mt Todd is our principal asset. Our ability to arrange financing to develop Mt Todd and our future profitability depend on the economic and technical feasibility of the Project as established through formal feasibility studies, such as the Mt Todd FS. There can be no assurance that the mining, comminution, gold recovery processes, gold production rates, revenue, and capital and operating costs including taxes and royalties will not vary unfavorably from the estimates and assumptions included in the Mt Todd FS, or any future studies.

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

Ongoing site costs, construction, operation and reclamation of Mt Todd will require significant capital. Our ability to raise sufficient capital and/or secure a development partner or other form of transaction on satisfactory terms, if at all, will depend on several factors, including the Mt Todd FS or any future studies, applicable laws and regulations, 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, inability to secure a development partner or other form of transaction, actual and perceived environmental impacts, or illiquidity in the debt or equity markets, including the cost of 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, could impede our ability to finance ongoing and future activities at Mt Todd on acceptable terms, or at all.

If we decide to construct the mine at Mt Todd, we will assume 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 that would cover the estimated cost to reclaim the Mt Todd property. In addition, the regulatory authorities may increase reclamation and bonding requirements from time to time. The satisfaction of these bonding requirements and continuing or future reclamation obligations will require a significant amount of capital. There is no assurance that we will be able to provide an acceptable form of bond or other surety, or provide sufficient working capital to complete any required rehabilitation, if and when such obligations are assumed by the Company.

There may be delays in the construction of Mt Todd.

Delays in commencing and completing construction could result from factors such as availability and performance of engineering and construction contractors, suppliers, consultants, and employees; availability of required equipment; delays in receiving any required approvals and authorizations; 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, prevent commencement of, or interrupt construction at Mt Todd. There can be no assurance of whether or when construction at Mt Todd will start, the duration of the construction period, or that the necessary personnel, equipment, supplies, or other resources will be available to the Company if and when construction is started.

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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 and may be affected by the cost of capital, tax and royalty regimes, other royalties, trade tariffs, the global cost of mining and processing equipment, commodity prices, and foreign exchange rates, as well as the costs of fuel, electricity, operating supplies, and appropriately skilled labor. 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 freshwater reservoir that is fed by seasonal rainfall. Insufficient rainfall, or drought-like conditions in the catchment area for the reservoir could limit or extinguish this water supply. Sufficient water resources may not be available, resulting in curtailment or stoppage of operations until the water supply ~~is replenished. This could have a material adverse effect on our business prospects, results of operations, cash flows and financial condition.~~

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is replenished. This could have a material adverse effect on our business prospects, results of operations, cash flows and financial condition.

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

Our business strategy includes entering into agreements with third parties (“Third Parties”). Such 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, 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 laws and regulations will not adversely affect our interests. Currently, our property and royalty interests are subject to environmental laws and regulations in Australia and the U.S.

We could be subject to environmental lawsuits.

Neighboring landowners and other third parties could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by environmental nuisance, or the release of hazardous substances or other waste material into the environment on or around our properties. There can be no assurance that our defense of such claims would be successful. This could have a material adverse effect on our business prospects, results of operation, cash flows, financial condition, and corporate reputation.

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

We have been engaged in gold exploration since 1983. Since inception, the Company has been involved in numerous exploration projects in many jurisdictions. There may be environmental liabilities associated with disturbances at 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, results of operations, cash flows, financial condition, and corporate reputation.

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could negatively affect our business prospects, results of operations, cash flows, financial condition, and corporate reputation.

There may be challenges to our title to mineral properties and rights of use.

There may be challenges to our title to our mineral properties and rights of use. If there are title defects or challenges to our rights to use such titles as intended with respect to any of our properties, we may be required to compensate other persons or reduce or lose our interest in the affected property. 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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have a material adverse effect on our business prospects, results of operations, cash flows, financial condition and corporate reputation.

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

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

Financial and Business Risks

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

We are a development stage issuer, and we devote our efforts to our development stage property, Mt Todd. 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.

We have incurred losses in all annual periods since 1998, except for the years ended December 31, 2011, during which we recorded non-cash net gains, December 31, 2015 during which we recorded gains related to research and development refunds, December 31, 2020 during which we monetized certain mineral property interests, and December 31, 2024 when we recognized a gain associated with the grant of a royalty interest in mineral titles. 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 of cash or other assets in the foreseeable future, if at all.

We depend on key personnel, the loss of which could have a material adverse effect on our business.

We are dependent on the services of key management personnel. The loss of any of these key personnel, if not replaced, could have a material adverse effect on our business and operations. Our future success will depend in part on our ability to identify, attract, engage, train, and retain highly qualified personnel. Competition for these individuals is intense, and we may not succeed in identifying, attracting, or retaining qualified personnel. The loss or interruption of the services of any of our executive officers or other key employees, the inability to identify, attract, or retain qualified personnel in the future, the inability to successfully implement executive officer, key employee or other personnel transitions, or delays in hiring qualified personnel could make it difficult for us to conduct and manage our business and meet key objectives, which could harm our business, financial condition, and operating results. The loss of services from key personnel or a limitation in their availability could materially and adversely impact our business, prospects, liquidity, financial condition and results of operations. Further, such a loss could be negatively perceived in the capital markets.

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limitation in their availability could materially and adversely impact our business, prospects, liquidity, financial condition and results of operations. Further, such a loss could be negatively perceived in the capital markets.

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

The value of our assets, our ability to raise capital and our future economic returns are substantially dependent on the price of gold. The gold price is volatile 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;

●

current, or expectations of future, rates of inflation or interest rates;

●

changes to economic conditions in the United States, China, India and other industrialized or developing countries;

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●

geopolitical conflicts;

● changes in jewelry, investment, or industrial demand;

●

changes in supply from production, disinvestment, and scrap; and

●

forward sales by producers in hedging or similar transactions.

A substantial or extended decline in the gold price could:

●

negatively impact our ability to raise capital on favorable terms, or at all;

● negatively affect our ability to find a partner, investor, or lender for the development of Mt Todd;

●

jeopardize the development of Mt Todd;

●

reduce our existing estimated mineral resources and reserves by removing material from these estimates that could not be economically processed at lower gold prices;

●

reduce the potential for future revenues from gold projects in which we have an interest;

●

reduce funds available to operate our business; and

●

reduce the market value of the Common Shares and our assets.

Industry consolidation could result in the acquisition of a control position in the Company for less than fair value.

Consolidation within the industry is a growing trend. 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 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 management’s attention and resources. A completed acquisition could result in realized losses for shareholders of the Company.

We expect to need additional financing in connection with the implementation of our business and strategic plans from time to time.

The exploration, construction, development and acquisition of mineral properties and the ongoing operation of our facilities requires a substantial amount of capital and may depend on our ability to obtain financing. We may accordingly need additional capital in order to take advantage of further opportunities. Our financial condition, general market conditions, volatile gold markets, volatile interest rates, a significant disruption to our business or operations, or other factors may make it difficult to secure financing. Continued volatility in equity markets, specifically including energy and commodity markets, may increase the costs associated with equity financings and may create the potential need for us to offer higher discounts and other value (e.g., warrants).

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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. To develop Mt Todd, acquire attractive gold or other 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 securing a development partner or otherwise 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 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 shortages 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 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.

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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 shortages 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 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 assets and business activities. This insurance is maintained in amounts that we believe to be reasonable based on the circumstances surrounding each identified risk. However, we may elect to limit or not maintain insurance for certain risks because of the high premiums associated with insuring those risks in relation to potential perils or for various other reasons. In other cases, insurance may not be available for certain risks. We do not insure against political risk. The occurrence of events for which we are not insured adequately, or at all, could result in significant losses that could materially adversely affect our financial condition and our ability to fund our business.

Currency fluctuations may adversely affect our costs.

Our material property interests are in Australia. Most costs in Australia are incurred in the local currency. Appreciation of the Australian dollar, if any, against the U.S. dollar effectively increases our cost of doing business. This could have the effect of increasing the amount of capital and operating costs required to continue to maintain, explore and develop Mt Todd, reducing the pace at which it is explored and developed, and/or cause activities to be suspended either temporarily or permanently.

The Company believes it is possibly a “passive foreign investment company,” which would likely have adverse U.S. federal income tax consequences for U.S. shareholders.

U.S. shareholders of our Common Shares should be aware that the Company believes it is possible we may be classified as a passive foreign investment company (“PFIC”) up to and including the taxable year ended December 31, ~~2024~~2025, and based on current business plans and financial projections, management believes there is a possibility that the Company could be classified as a PFIC during the current taxable year. If the Company is classified as a PFIC for any year during a U.S. shareholder’s holding period, then such U.S. shareholder generally will be required to treat any gain realized upon a disposition of Common Shares, or any so-called “excess distribution” received on their Common Shares, as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the shareholder makes a timely and effective “qualified electing fund” (“QEF Election”) or a “mark-to-market” election with respect to the Common Shares. 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.

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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 out Company and their duties as a director or officer of such other companies. Our directors and officers are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and disclosure of conflicts of interest. Should any director or officer breach the duties imposed upon them by applicable laws, such actions or inactions could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation.19

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While there are no known existing or potential conflicts of interest between Vista and any of its directors or officers, certain of the directors and officers do or may serve as directors and officers of other natural resource companies and therefore it is possible that a conflict may arise between their duties as a director or officer of our Company and their duties as a director or officer of such other companies. Our directors and officers are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and disclosure of conflicts of interest. Should any director or officer breach the duties imposed upon them by applicable laws, such actions or inactions could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation.

Industry Risks

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

Estimation of mineral resources and mineral reserves is an imprecise process and the accuracy of such estimates is a function of the quantity and quality of available data, assumptions used, and judgments made in interpreting geological information and estimating future capital and operating costs. There is significant uncertainty in mineral resources and mineral reserves estimates, and the economic results of mining a mineral deposit may differ materially from the estimates as additional data develops, interpretations change, or actual economic conditions vary from the estimates used.

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

In addition to uncertainties inherent in estimating mineral resources and mineral reserves, other factors may adversely affect estimated mineral resources and mineral reserves. 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 position, and corporate reputation.

Feasibility studies and other technical studies are estimates only and subject to uncertainty.

Feasibility studies, such as our Mt Todd FS and ~~our anticipated 2025 FS, and~~ other technical studies are used to estimate the economic viability of an ore deposit, as are preliminary feasibility studies, preliminary economic assessments, and scoping studies. Feasibility studies are the most detailed studies and reflect higher levels of confidence in estimated production rates, and capital and operating costs. Accepted levels of confidence required to meet the standards set out in S-K 1300 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. Confidence levels for scoping studies may vary, but generally provide less confidence than 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, reclamation requirements, operating and capital costs, and other variables may cause actual results of economic viability to differ materially from these estimates. Results of any subsequent Mt Todd feasibility study may be less favorable than the Mt Todd FS.

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at the time the study is completed. Subsequent changes to metal prices, foreign exchange rates (if applicable), reclamation requirements, operating and capital costs, and other variables may cause actual results of economic viability to differ materially from these estimates. Results of any subsequent Mt Todd feasibility study may be less favorable than the Mt Todd FS.

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

As a result of public concern about the real or perceived detrimental effects of economic globalization, global climate impacts, and other adverse environmental effects resulting from the operation of extractive industries, businesses in general and the mining industry in particular face increasing public scrutiny of their activities. These businesses are under pressure to demonstrate that as they seek to generate satisfactory returns on investment to shareholders, other stakeholders including employees, governments, Aboriginal peoples, communities surrounding operations, adjacent regions, and the countries in which they operate, such constituencies benefit and will continue to benefit from their commercial activities. The potential consequences of these pressures include reputational damage, delays, suspension of activities, legal claims, increased costs, increased social investment obligations, difficulty in acquiring permits, and increased taxes and royalties payable to governments and communities.

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Mining exploration, development and operating activities are inherently hazardous.

Mineral exploration and development involve many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. Projects and operations in which we have direct or indirect interests will be subject to all the hazards and risks normally incidental to exploration, development, and production of gold and other metals, any of which could result in work stoppages, damage to property, physical harm, and possible environmental damage. 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 position, and corporate reputation.

Pending or future legislation and regulations or other standards intended to address climate change could result in increased operating costs.

Gold production is energy intensive, resulting in a significant carbon footprint. A number of governments, governmental bodies, the World Bank and/or other entities maintain, have introduced, or are contemplating laws, regulations and standards in response to potential impacts of climate change. 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 or future initiatives involving taxation could result in increased taxes and operating costs.

There is growing attention from the media and the public to perceived international tax avoidance techniques which could result in escalating rates of poverty, inequality and unemployment in host countries. Initiatives like the Base Erosion and Profit Shifting project led by the Organization for Economic Cooperation and Development and specific country legislative measures, including Australia, 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 expenses and related compliance costs for Mt Todd or other future mining operations.

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Securities Risks

Our share price may be volatile and your investment in our Common Shares could suffer a decline in value.

Broad market and industry factors may adversely affect the price of our Common Shares, regardless of our actual performance. 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;

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speculation about our business in the press or the investment community;

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conditions or trends in our industry or the economy generally;

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decreases in the prices of gold;

●

announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures;

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inability to find a development partner, investor or lender on acceptable terms for the development of Mt Todd;

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additions or departures of key personnel;

●

loss of Common Share listing on the Toronto Stock Exchange (the “TSX”) or the NYSE American due to noncompliance with exchange listing standards;

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issuance of Common Shares by the Company; and

●

sales of our Common Shares, including sales by our directors, officers, or significant stockholders.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price. This type of litigation or other securities claims could result in substantial costs to us and divert our management’s attention and resources.

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Potential share dilution.

Our constating documents allow us to issue an unlimited number of Common Shares for such consideration and on such terms and conditions as shall be established by the Board of Directors, in many cases without the approval of shareholders. We may issue Common Shares in offerings from treasury (including through the sale of securities convertible into or exchangeable for Common Shares) and on the exercise of stock options or other securities exercisable for Common Shares. We cannot predict the size of future issuances of Common Shares or the effect that future issuances and sales of Common Shares will have on the market price of the Common Shares. Issuances of a substantial number of additional Common Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the Common Shares. With any additional issuance of Common Shares, investors will suffer dilution to their shareholder interest and voting power.

Holders of our Common Shares may not receive dividends.

We have not historically declared cash dividends on our Common Shares. Holders of our Common Shares are entitled to receive only such dividends as our Board of Directors may declare out of funds legally available for such payments. Our ability to pay dividends will be subject to our future earnings, capital requirements and financial condition, as well as our compliance with covenants related to any future indebtedness and would only be declared in the discretion of our Board of Directors.

General Risks

We may experience cybersecurity breaches which may result in information theft, data corruption, operational disruption, disclosure of confidential business information, misdirected wire transfers, reputational harm, or financial loss.

Regular access to and security of information technology systems are critical to our operations. To our knowledge, the Company has not experienced any material losses relating to disruptions to its information technology systems. We have implemented policies, controls, and practices to manage and safeguard our Company and stakeholders from internal and external cybersecurity threats and to comply with changing legal requirements and industry practice. Cyber risks cannot be fully mitigated, and these threats are continuing to evolve. Therefore, we cannot assure that its information technology systems are fully protected from cybercrime or that the systems will not be inadvertently compromised, or without failures or defects. Potential disruptions to our information technology systems, including, without limitation, security breaches, power loss, theft, computer viruses, cyber-attacks, natural disasters, and noncompliance by third party service providers and inadequate levels of cybersecurity expertise and safeguards of third party information technology service providers, may adversely affect our operations as well as present significant costs and risks including, without limitation, loss or disclosure of confidential, proprietary, personal or sensitive information and third party data, material adverse effect on its financial performance, compliance with its contractual obligations, compliance with applicable laws, damaged reputation, remediation costs, potential litigation, regulatory enforcement proceedings and heightened regulatory scrutiny.

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external cybersecurity threats and to comply with changing legal requirements and industry practice. Cyber risks cannot be fully mitigated, and these threats are continuing to evolve. Therefore, we cannot assure that its information technology systems are fully protected from cybercrime or that the systems will not be inadvertently compromised, or without failures or defects. Potential disruptions to our information technology systems, including, without limitation, security breaches, power loss, theft, computer viruses, cyber-attacks, natural disasters, and noncompliance by third party service providers and inadequate levels of cybersecurity expertise and safeguards of third party information technology service providers, may adversely affect our operations as well as present significant costs and risks including, without limitation, loss or disclosure of confidential, proprietary, personal or sensitive information and third party data, material adverse effect on its financial performance, compliance with its contractual obligations, compliance with applicable laws, damaged reputation, remediation costs, potential litigation, regulatory enforcement proceedings and heightened regulatory scrutiny.

We are subject to anti-bribery and anti-corruption laws.

Our operations are governed by, and involve interactions with, many levels of government in several countries. We are required to comply with anti-corruption and anti-bribery laws in the countries in which we conduct our business. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment of companies convicted of violating anti-corruption and anti-bribery laws. Furthermore, a company may be found liable for violations committed 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 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 numerous governmental and self-regulated organizations, including but not limited to the British Columbia Securities Commission, the SEC, the TSX, the NYSE American, and the Financial Accounting Standards Board. 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.

We are or may become subject to data privacy laws, regulations, litigation and directives relating to our processing of personal information.

The jurisdictions in which we operate (including the United States) have laws governing how we must respond to a cyber incident that results in the unauthorized access, disclosure, or loss of personal information. Additionally, new laws and regulations governing data privacy and unauthorized disclosure of personal information and imposing certain cybersecurity-related requirements may provide for a private right of action and imposition of significant fines, pose increasingly complex compliance challenges. Some or all of such legislation will elevate our compliance costs over time. Our business involves collection, use, and other processing of personal information and personally identifiable information of our employees, investors, contractors, suppliers, and customer contacts. As legislation continues to develop and cyber incidents continue to evolve, we will likely be required to expend significant resources to continue to modify or enhance our protective measures to comply with such legislation and to detect, investigate and remediate vulnerabilities to cyber incidents that relate to data privacy. Any failure by us, or a company we acquire, to comply with such laws and regulations could result in reputational harm, loss of goodwill, penalties, liabilities, remediation costs, or mandated changes in our business practices, each of which has the potential to materially impact our financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

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ITEM 1C. CYBERSECURITY.

Description of Processes for Assessing, Identifying and Managing Cybersecurity Risks

Vista’s system of internal controls includes consideration of cybersecurity risks. The Company uses technology and control procedures designed to mitigate cybersecurity risks, with our management team working to monitor, identify, assess, and respond to potential cybersecurity incidents that may threaten the Company. The system of controls also focuses on security awareness and training for employees and contractors with access to Company facilities or systems. Company management periodically reviews system and organization control reports (SOC 1, Type 2) for key outsourced information systems to ensure that third-party data processing is subject to appropriate controls and security measures. Cybersecurity risks for Vista include the potential for financial loss, loss of data, and business interruption. Vista maintains technology and non-technology-based system controls, a data backup program, and disaster recovery testing to mitigate these risks.

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systems to ensure that third-party data processing is subject to appropriate controls and security measures. Cybersecurity risks for Vista include the potential for financial loss, loss of data, and business interruption. Vista maintains technology and non-technology-based system controls, a data backup program, and disaster recovery testing to mitigate these risks.

Our cybersecurity controls also follow defense in depth principles, which aim to implement various layered access control, detection, prevention, and response measures. We periodically engage with third parties to assess our vulnerabilities and help us mitigate cybersecurity-related risks.

Management’s Role in Assessing and Managing Cybersecurity Risks

The Company’s chief executive officer (“CEO”) and chief financial officer (“CFO”) have primary responsibility for cybersecurity risk management and the implementation of processes for identifying, assessing, and managing material risks from cybersecurity threats. Officers of the Company and its Australian subsidiary review, at least quarterly, developments relevant to the Company’s cybersecurity control environment. This group of officers has experience managing public companies and overseeing internal controls associated with cybersecurity. Additional support for information technology (“IT”) general controls and specific cybersecurity matters is provided to the Company through third-party IT specialists. In accordance with the Company’s policies, including its Disclosure Policy and Code of Business Conduct and Ethics, cybersecurity incidents are to be immediately reported to the Vista management team for resolution. Information technology general controls, including controls to mitigate cybersecurity risks, are considered by management during their assessment of the Company’s design and effectiveness of internal controls over financial reporting. Findings from these control procedures are considered by management and, as deemed appropriate to reduce cybersecurity risks to an appropriately low level, are implemented. This may include modification of internal control procedures, adoption of technology solutions, and testing of specific elements of the system of controls.

Board of Directors’ Oversight of Risks from Cybersecurity

Management, under supervision of the CEO and CFO, has developed a system of internal controls that identifies risks to the Company, designed controls intended to reduce risks to an appropriately low level, implemented control procedures, and subsequently tested such control procedures. Management presents an enterprise risk management assessment to the Audit Committee on a quarterly basis and provides the Audit Committee with frequent updates of specific financial statement risks. Risks associated with cybersecurity are included in these risk assessments, subjected to testing of key controls, and reflected in management’s reports to the Audit Committee. The Board of Directors receives periodic briefings on selected risk matters, and is invited to participate in each Audit Committee meeting and, as such, is provided with the same information presented to the Audit Committee.

No Previous Material Cybersecurity Threats

We are not aware of any previous cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company. Despite the security and risk management measures that we have implemented and any additional measures we may implement or adopt in the future, our facilities and systems, and those of our third-party service providers, have been and are vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, scams, burglary, human errors, acts of vandalism, misdirected wire transfers, or other malicious or criminal activities. A successful attack on our information or operational technology systems could have material consequences to the Company. While we devote resources to our security measures to protect our systems and information, these measures cannot provide absolute security. See “Item 1A. Risk Factors” for additional information about the risks to our business associated with a breach or compromise to our IT systems.

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the Company. While we devote resources to our security measures to protect our systems and information, these measures cannot provide absolute security. See “Item 1A. Risk Factors” for additional information about the risks to our business associated with a breach or compromise to our IT systems.

ITEM 2. PROPERTIES.

References to USD or $ refer to United States currency and AUD or A$ refer to Australian currency, all in thousands, unless specified otherwise.

Qualified Persons

The scientific and technical disclosures about Mt Todd in this annual report on Form 10-K have been reviewed and approved by Maria Vallejo Garcia of P&G Consulting Services LLC, independent technical consultant, previously Vista’s Director of Projects and Technical Services through October 2025, and a designated qualified person (or “QP”) as defined by S-K 1300 and NI 43-101. For a description of the key assumptions, parameters and methods used to estimate mineral resources and mineral reserves included in this Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the technical report summary of the Mt Todd FS (as described below) which is included as an exhibit to this Form 10-K.

Mt Todd Gold Project, Northern Territory, Australia

Summary Disclosure

The Company has one material mining property, being the Mt Todd ~~gold~~Gold ~~project~~Project located in ~~the~~ Northern Territory, of Australia (“NT”). We hold Mt Todd through our wholly owned subsidiary Vista Gold Australia Pty. Ltd. (“Vista Gold Australia”).

Technical Report Summary

The Mt Todd FS is the technical report summary, prepared pursuant to S-K 1300, is attached as an exhibit to this Annual Report on Form 10-K and is entitled “S-K 1300 Technical Report Summary -– Mt Todd Gold Project -– ~~50,000~~15 ~~tpd~~ktpd Feasibility Study – Northern Territory, Australia” with an effective date of ~~March~~July 1229, ~~2024~~2025 and ana ~~issue~~filing date of ~~March~~September 1411, ~~2024~~2025 in accordance with S-K 1300 and filed on EDGAR at www.sec.gov on September 11, 2025.

A companion ~~feasibility~~technical ~~study~~report for Canadian purposes, pursuant to NI 43-101, was filed on SEDAR+ at www.sedarplus.ca on ~~April~~September 1611, ~~2024~~2025 and is entitled “NI 43-101 Technical Report – Mt Todd Gold Project – ~~50,000~~15 ~~tpd~~ktpd Feasibility Study – Northern Territory, Australia”, with an effective date of ~~March~~July 1229, ~~2024~~2025. The companion report is referenced herein for informational purposes only and is not incorporated herein by reference.

The technical data and economic conclusions of these reports are materially identical, with differences in the formatting of the reports and details of certain assumptions resulting only from the respective disclosure requirements of S-K 1300 and NI 43-101. The reports were prepared for the Company by ~~Maurie~~GR ~~Marks~~Engineering Services Limited, ~~P.Eng.;~~Mining ~~Rex~~Plus, ~~Clair~~Tetra ~~Bryan~~Tech, BBA Consultants International LP (formerly Tierra Group), Deepak Malhotra, Ph.D., SME RM;, ~~Thomas~~and L.WSP ~~Dyer,~~Australia ~~P.E.~~Pty Limited, ~~SME~~each ~~RM;~~of ~~Amy~~whom L.is ~~Hudson,~~a ~~Ph.D.,~~qualified ~~CPG,~~person ~~SME~~under ~~RM;~~S-K ~~April~~1300 ~~Hussey,~~and PNI 43-101.~~E.;~~ ~~Chris~~None ~~Johns,~~of ~~M.Sc.,~~the ~~P.Eng.;~~qualified ~~Max~~persons ~~Johnson,~~or ~~P.E.;~~any ~~Deepak~~associates ~~Malhotra,~~of Phthe qualified persons employed in the preparation of this report have any beneficial interest in the Company or the Mt Todd Project and are not employed by the Company.~~D.,~~ ~~SME~~The ~~RM;~~qualified ~~Zvonimir~~persons ~~Ponos,~~are ~~BE,~~not ~~MIEAust~~insiders, ~~CPeng~~associates, ~~NER;~~or ~~Vicki~~affiliates J.of ~~Scharnhorst,~~the PCompany.E. The results of the Mt Todd FS are not dependent upon any prior agreements concerning the conclusions to be reached, ~~LEED~~nor ~~AP;~~are there any undisclosed understandings concerning any future business dealings between the Company and ~~Keith~~the ~~Thompson,~~qualified ~~CPG,~~persons. ~~member~~The ~~AIPG,~~qualified ~~each~~persons ofare ~~whom~~being ispaid a ~~qualified~~fee ~~person~~for ~~under~~their ~~S-K~~work ~~1300~~in ~~and~~accordance NIwith ~~43-101~~normal professional consulting practices.

The following ~~description~~disclosure ofregarding the Company’s Mt Todd Gold Project has been derived, in part, from the Mt Todd FS. Readers should consult the Mt Todd FS to obtain further particulars regarding Mt Todd. The Mt Todd FS is available for review at www.sec.gov and under our SEDAR+ profile at www.sedarplus.com. The Mt Todd FS is not incorporated by reference into this annual report on Form 10-K. For a description of the key assumptions, parameters and methods used to estimate Mineral Resources and Mineral Reserves included in this Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the Mt Todd FS.

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Certain capitalized terms in this section not otherwise defined herein have the meanings ascribed to them in the Mt Todd FS.

25Project Location, Access, Ownership and Climate

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Project Location and Access

Mt Todd is located 56 kilometers (“km”) by road northwest of Katherine, NT, Australia, and approximately 290 ~~kilometers~~km by road southeast of Darwin, NT. Access isto bythe ~~existing~~property ~~paved~~is ~~public~~via ~~roads~~high ~~and~~quality, ~~approximately~~two ~~four~~lane ~~kilometers~~paved ofroads ~~paved~~from ~~private~~the ~~road.~~Stuart WeHighway, ~~control~~the ~~and~~main ~~maintain~~arterial within the ~~private paved road~~territory.

The ~~area~~following ~~has~~figure aillustrates ~~sub-tropical climate with a distinct wet season and dry season. The area receives most of its rainfall between~~ the ~~months~~location of ~~January~~Mt and March. Temperatures are moderate, allowing for year-round mining operations. The topography is relatively flat. The tenements encompass a variety of habitats forming part of the northern Savannah woodland region, which is characterized by eucalypt woodland with tropical grass understories. Surface elevations are approximately 130 to 160 meters above sea level in the area of the previous and planned mine plant site and waste rock dumps.Todd:

26The Project 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 December and March. Temperatures are moderate, allowing for year-round mining operations. The topography is relatively flat. The tenements encompass a variety of habitats forming part of the northern Savannah woodland region, which is characterized by eucalypt woodland with tropical grass understories. Surface elevations are approximately 130-160 meters above sea level in the area of the previous and planned site and waste rock dumps.

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Project Stage

The Project is a development stage property with proven and probable ~~mineral~~Mineral ~~reserves~~Reserves.

Feasibility Study Results

The Mt Todd FS evaluates a ~~50,000~~15 ~~tpd~~ktpd project that optimizes payable gold, capital efficiency, operating costs, and net present value (“NPV”) at this scale.

The Mt Todd FS highlights include:

● estimated proven and probable mineral reserves of 6.98 million ounces of gold (280 million tonnes at 0.77 g Au/t) using a gold price of $1,500 per ounce for the reserves estimate and a cut-off grade of 0.35 g Au/t(1)(2);26

●Table ~~average annual production~~ of 395,000 ounces of gold over a 16-year life of mine, including average annual production of 479,000 ounces of gold per year during the first seven years of operations following commissioning and ramp-up;Contents

● ~~life~~Estimated ofProven ~~mine~~and ~~average~~Probable ~~cash~~Mineral ~~costs~~Reserves of ~~$913~~5.2 ~~per~~million ~~ounce,~~ounces ~~including~~of ~~average~~gold ~~cash~~(172 ~~costs~~million tonnes at 0.94 g Au/t) using a gold price of $~~845~~1,800 per ounce ~~during~~for the ~~first~~Mineral ~~seven~~Reserves ~~years~~estimate ofand ~~operations~~a ~~following~~cut-off ~~commissioning~~grade ~~and~~of ~~ramp-up~~0.50 g Au/t(31)(2);

● ~~initial~~Initial capital ~~requirements~~ of $~~1.03~~425 ~~billion~~million, ~~which~~a ~~assume~~59% anreduction ~~owner-operated~~from ~~mining~~the ~~fleet,~~Company’s ~~power~~feasibility ~~generated~~study ~~on-site~~issued byin a2024 ~~third-party,~~for ~~and~~ a ~~locally~~50 ~~based~~ktpd ~~employee workforce~~case; ~~and~~

●• ~~after-tax~~Capital ~~NPV5%~~Efficiency of $~~1.13~~93 ~~billion and IRR of 20.4% at a gold price of $1,800~~ per ounce ~~and~~(initial ancapital ~~AUD~~:~~USD~~ ~~exchange~~total ~~rate~~ounces of ~~0.69.~~gold produced)(3)

•

Benefit to Cost Ratio of 2.5 (NPV_5% : initial capital)⁽³⁾;

●

Average ore grade of 1.04 grams gold per tonne (“g Au/t”) over the first 15 years of operations and 0.97 g Au/t over a 30-year life of mine;

●

Average annual gold production of 153,000 ounces during years 1-15 and 146,000 over the life of mine;

●

All-in Sustaining Cost (“AISC”)of $1,449 per oz years 1-15 and $1,499 per oz years the life of mine⁽³⁾; and

●

After-tax NPV_5% of $1.1 billion and IRR of 27.8% at a gold price of $2,500.

(1) Note to investors: Proven and ~~probable~~Probable ~~mineral~~Mineral ~~reserves~~Reserves are estimated in accordance with S-K 1300 and CIM Definition Standards.

(2)	See “Item 1. Business – Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves” in this annual report on Form 10-K for additional information.

(3) ~~Cash~~Capital ~~costs~~efficiency, benefit to cost ratio, and AISC per ounce isare a non-U.S. GAAP financial ~~measure~~measures; see Non-U.S. GAAP Financial Measures for additional disclosure.

Key statistics of the Mt Todd FS are presented in the table below:


	Years 1-~~7(1)~~15			Life of Mine (~~16 years~~1)~~(2)~~
Average Plant Feed Grade (g Au/t)(3)		1.01			0.84
Average Plant Feed Grade (g Au/t)		1.04			0.97
Average Annual Gold Production (kozs)		479			395
Average Annual Gold Production (koz)		153			146
Payable Gold Total (kozs)		3,353			6,313
Gold Production (koz)		2,298			4,387	(2)
Average Recovery (%)		9288.26	%		9188.65	%
Cash Costs ($/oz)(4)	$	845		$	913
Cash Costs ($/oz)(3)	$	1,399		$	1,413
AISC ($/oz)(5)	$	961		$	1,034
AISC ($/oz)(3)	$	1,449		$	1,499
Strip Ratio (waste:ore)		24.7715			23.5198
Initial Capital ($ billions)				$	1.03
Initial Capital ($ millions)				$	425
After-tax NPV5% ($ billions)				$	1.13
After-tax NPV5% ($ millions)				$	1,060
After-tax IRR					2027.48	%
After-tax Payback (years)					42.7

Note: Table economics presented using ~~$1,800/oz~~a gold ~~and~~price ~~an AUD:USD exchange rate~~ of 0$2,500/oz.~~69.~~

(1) ~~Years~~Life ~~1-7~~of ~~start~~mine ~~after~~refers ~~the~~to ~~6-month~~years ~~commissioning and ramp up period~~1-30.

(2) Life of mine isdoes ~~from~~not ~~start~~include of167 ~~commissioning~~koz ~~and~~produced ~~ramp~~during upreprocessing ~~through~~of the ~~final~~heap ~~closure~~leach material in years 31-33.

(3) ~~Post~~Cash Costs per ounce and AISC per ounce are non-~~sorting~~U.S. ~~grinding~~GAAP ~~circuit~~financial ~~feed~~measure; ~~grade~~see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-U.S. GAAP Financial Measures for additional disclosure.

(4) Cash Costs per ounce is a non-U.S. GAAP financial measure; see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-U.S. GAAP Financial Measures for additional disclosure.

(5) All-in Sustaining Costs (“AISC”) per ounce is a non-U.S. GAAP financial measure; see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-U.S. GAAP Financial Measures for additional disclosure.

The following figure presents the Mt Todd FS annual after-tax cash flows using a gold price of $2,500/oz:

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The following chart presents the Mt Todd FS annual after-tax cash flows using $1,800/oz gold and an AUD:USD exchange rate of 0.69:

The Project is most sensitive to changes in the gold price. Sensitivity to operating and capital costs changes are closely matched with the Project being slightly more sensitive to operating costs changes as shown in the following figure.

The following table provides additional details of the Mt Todd FS economics at variable gold price per ounce and foreign exchange assumptions:


Gold Price and Foreign Exchange Rate Sensitivity Table ($ Billions)
Foreign	Gold Price
Exchange Rate	$1,400		$1,500		$1,600		$1,700		$1,800		$1,900		$2,000		$2,100		$2,200
($/A$)	NPV5%	IRR(%)	NPV5%	IRR(%)	NPV5%	IRR(%)	NPV5%	IRR(%)	NPV5%	IRR(%)	NPV5%	IRR(%)	NPV5%	IRR(%)	NPV5%	IRR(%)	NPV5%	IRR(%)
0.63	$0.4	11.4	$0.6	14.7	$0.9	17.8	$1.1	20.9	$1.3	23.7	$1.5	26.4	$1.8	29.0	$2.0	31.5	$2.2	34.0
0.66	$0.3	9.8	$0.5	13.0	$0.8	16.1	$1.0	19.1	$1.2	22.0	$1.4	24.6	$1.7	27.2	$1.9	29.6	$2.1	32.1
0.69	$0.2	8.1	$0.4	11.4	$0.7	14.6	$0.9	17.5	$1.1†	20.4†	$1.3	22.9	$1.6	25.5	$1.8	27.9	$2.0	30.3
0.72	$0.1	6.6	$0.3	9.9	$0.6	13.1	$0.8	15.9	$1.0	18.8	$1.3	21.3	$1.5	23.9	$1.7	26.2	$1.9	28.6
0.75	$0.0	5.0	$0.2	8.4	$0.5	11.6	$0.7	14.5	$0.9	17.2	$1.2	19.8	$1.4	22.3	$1.6	24.6	$1.8	27.0

The following table provides the sensitivity of IRR and NPV at various discount rates to changes in the gold price.

† Reflects the assumptions used for the economic analysis in the Mt Todd FS.


Gold Price Sensitivity	-15%	-10%	-5%	Base	5%	10%	15%
Gold Price	$2,125	$2,250	$2,375	$2,500	$2,625	$2,750	$2,875
IRR	18.8%	21.9%	25.0%	27.8%	30.7%	33.4%	36.1%
After-Tax NPV5%	$559	$724	$896	$1,060	$1,232	$1,403	$1,575
After-Tax NPV8%	$325	$440	$560	$674	$793	$913	$1,032
After-Tax NPV10%	$223	$316	$414	$506	$602	$699	$796

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~~Key~~Capital ~~capital~~ expenditures for the Mt Todd FS initial and sustaining capital requirements ~~are~~include:


Capital Expenditures ($ Millions, except per ounce amounts)	Initial		Sustaining
	Capital		Capital (1)
Mining	$	9422	$	~~584~~33
Process Plant		~~561~~145		3346
Project Services		57		86
Project Infrastructure		84		146
Project Infrastructure		49		8
Site Establishment and Facilities		37		8
Site Establishment & Early Works		27		—
Management, Engineering and EPC Services		65		9
Management, Engineering, EPCM Services		111		—
Preproduction Costs and Capital Spares		47		—
Preproduction Costs		31		—
Reclamation		—		109
Contingency		99		48
Sub-total: Capital Expenditures	$	400	$	351
Sub-Total	$	1,030	$	759
Heap Leach Pad, Reclamation and Closure		—		50
Asset Sale and Salvage		—		(43)
Engineering Growth and Contingency (6 -10% by area)		25		41
Total Capital	$	1,030	$	716	(1)
Capital Expenditures	$	425	$	442

Total Capital per Payable Ounce of Gold (2)	$	163	$	113	(1)
Capital Efficiency (2)	$	93	$	97

Note: Amounts may not add to total 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.~~

(1) ~~Net~~Sustaining capital is inclusive of ~~asset~~reclamation ~~sales~~and closure costs but excludes an estimated $88 million of pre-tax cash operating margin considered as self-funding reclamation associated with reprocessing heap leach pad ore material.

(2) ~~Total~~Capital ~~capital~~efficiency ~~per payable ounce of gold~~ is a non-U.S. GAAP financial measure; see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-U.S. GAAP Financial Measures for additional disclosure.

The Mtfollowing ~~Todd~~table FSpresents ~~contemplates an owner-operated mining fleet with an initial capital cost of $100 million and sustaining capital of $620 million, inclusive of contingency. The study assumes~~ the ~~mining~~Mt ~~equipment~~Todd ~~will~~FS be sold when retired from operations, at an estimated salvage value of $24 million. Fleet operators, along with other employees, are expected to be community based, providing benefits by lower camp-related capital and operating costs. ~~Mining~~on ~~equipment~~per ~~would~~ore betonne ~~maintained~~processed ~~through a full maintenance~~ and ~~repair~~per ~~contract~~ounce ~~with~~produced ~~the manufacturer’s authorized dealer~~bases. ~~Overall, this approach is expected to produce lower operating costs compared to contract mining.~~

The Mt Todd FS utilizes the efficiency of ore sorting across a broad range of head grades, the natural concentration of gold in the screen undersize material prior to sorting, the efficiency of fine grinding and the resulting improved gold recoveries at a final grind size of P80 40 µm, and the selection of FLSmidth’s VXP mill (“VXP Mills”) as the preferred fine grinding mill.


Operating Cost	Years 1-15				Life of Mine Cost (Years 1-30)
	Per ore tonne				Per ore tonne
	processed		Per ounce		processed		Per ounce
Mining	$	18.49	$	623	$	16.55	$	597
Processing		17.70		597		17.62		635
Site General and Administrative		2.09		70		2.09		75
Jawoyn Royalties⁽¹⁾		2.22		75		2.08		75
Wheaton Royalty⁽¹⁾		0.84		28		0.73		26
Refining Costs		0.15		5		0.14		5
Cash Costs⁽²⁾	$	41.49	$	1,399	$	39.20	$	1,413

~~The~~Note: MtTable ~~Todd~~may FSnot ~~incorporates~~add ~~purchasing~~to ~~electrical~~total ~~power~~due ~~from a third-party. The power plant will be third-party owned and operated by a power generating company, and will provide power~~ to ~~the Project on a dedicated contract.~~rounding

(1)

Royalties are based on the contractual terms as described below.

(2)

Cash Costs is a non-U.S. GAAP financial measure; see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-U.S. GAAP Financial Measures for additional disclosure.

In November 2020, we modified our agreement with the Jawoyn Association Aboriginal Corporation (“Jawoyn Association”). The ~~following~~modified ~~table~~agreement ~~presents~~provides the Jawoyn Association with a ~~breakdown~~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. FSThe ~~operating~~modified ~~costs~~agreement did not affect the previously agreed 1.0% GPR. The combined royalty (“Jawoyn Royalty”) ranges from 1.125% to 3.0%. Based on a gold price of $2,500/oz and the AUD/USD foreign exchange rates used in for the Mt Todd FS economic analysis, the Jawoyn Royalty was assumed to be 3.0%.


Operating Cost	First 7 Years				Life of Mine Cost
	Per ore tonne				Per ore tonne
	processed		Per ounce		processed		Per ounce
Mining	$	9.61	$	356	$	7.68	$	341
Processing		10.17		377		10.21		453
Site General and Administrative		1.11		41		1.05		46
Royalties(1)		1.46		54		1.16		52
Water Treatment		0.27		10		0.30		13
Tailings Management		0.09		3		0.09		4
Refining Costs(1)		0.10		4		0.08		4
Total Cash Costs(2)	$	22.80	$	845	$	20.57	$	913

In December 2023, Vista entered into a royalty agreement with Wheaton Precious Metals (Cayman) Co., an affiliate of Wheaton Precious Metals Corp., in relation to Mt Todd (the “Royalty Agreement”). Pursuant to the terms of the Royalty Agreement, Vista granted Wheaton a royalty in the amount of 1% of gross revenue from the sale or disposition of minerals from the Project, subject to adjustments in certain circumstances (the “Wheaton Royalty”). Based on the timing to achieve

Note: Table may not add to total due to rounding

(1) Royalties (as defined below) and refining costs calculated at $1,800 per ounce gold and an AUD:USD exchange rate of 0.69.

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~~(2)~~the ~~Total~~Royalty ~~Cash~~Agreement’s ~~Costs~~defined iscompletion atest, ~~non-U.S.~~the ~~GAAP~~Wheaton ~~financial~~Royalty ~~measure;~~was ~~see~~assumed ~~Item~~to 7be 1.13% ~~Management’s~~for ~~Discussion~~purposes ~~and Analysis~~ of ~~Financial~~the ~~Condition~~Mt ~~and~~Todd ~~Results~~FS ofeconomic ~~Operations – Non-U~~analysis.~~S. GAAP Financial Measures for additional disclosure.~~

InThe ~~November~~production ~~2020,~~schedule wecontemplates ~~modified~~158.6 ~~our~~million ~~agreement~~tonnes ~~with~~of ~~the~~ore ~~Jawoyn~~from ~~Association.~~the ~~The~~Batman ~~modified~~deposit ~~agreement~~containing ~~provides~~an ~~the~~estimated ~~Jawoyn~~4.96 ~~Association~~million ~~with~~ounces aof ~~gross~~gold ~~proceeds~~at ~~royalty~~an ~~(“GPR”)~~average ~~ranging~~grade ~~between~~of 0.~~125%~~97 ~~and~~g ~~2.0%,~~Au/t ~~depending~~to onbe ~~prevailing~~processed ~~gold~~over ~~prices~~a ~~and~~30-year ~~foreign~~life ~~exchange~~of ~~rates,~~mine. ~~instead~~As part of ~~its~~the ~~previous~~closure ~~right~~plan, to13.4 ~~become~~million atonnes ~~10%~~of ~~participating~~heap ~~joint~~leach ~~venture~~pad ~~partner~~material infrom Mtprevious ~~Todd~~operations containing an estimated 0.23 ~~The~~million ~~modified~~ounces ~~agreement~~of ~~did~~gold ~~not~~will ~~affect~~be ~~the~~reprocessed ~~previously~~and ~~agreed~~then ~~1.0%~~placed ~~GPR.~~in ~~The~~Tailings ~~combined~~Storage ~~royalty~~Facility (“~~Jawoyn Royalty~~TSF”) ~~range~~2. isCashflow ~~now~~ from 1this closure activity provides a form of self-funding reclamation.~~125%~~ Total gold to 3be produced is expected to be 4.0%55 ~~and~~million ounces. Average annual gold production over the life of mine is ~~reflected~~expected into be 146,000 ounces, which includes an average of 153,000 ounces per year during the ~~table~~first ~~above~~15 years.

InThe ~~December~~following ~~2023,~~table ~~Vista~~summarizes ~~entered~~the ~~into~~production aschedule ~~royalty~~for ~~agreement (~~the ~~“Royalty~~30-year ~~Agreement”)~~life ~~with Wheaton Precious Metals (Cayman) Co., an affiliate~~ of ~~Wheaton~~mine ~~Precious~~and ~~Metals Corp., in relation to Mt Todd. Pursuant to~~ the ~~terms~~subsequent ofreprocessing ~~the Royalty Agreement, Vista granted Wheaton a royalty in the amount~~ of 1%gold ofMineral ~~gross~~Reserves ~~revenue~~ from the ~~sale~~heap orleach ~~disposition of minerals from the Project, subject to adjustments in certain circumstances (the “Wheaton Royalty” and together with the Jawoyn Royalty, the “Royalties”)~~pad.

The life of mine production schedule contemplates 280.4 million tonnes of ore containing an estimated 6.98 million ounces of gold at an average grade of 0.77 g Au/t to be processed over a 16-year life of mine. Total recovered gold is expected to be 6.31 million ounces. Average annual gold production over the life of mine is expected to be 395,000 ounces, which includes averaging 479,000 ounces during the first seven years of commercial operations. Commercial operations are anticipated to begin after two years of construction and a six-month commissioning and ramp-up period.


Years	ROM Ore Mined (kt)	Waste Mined (kt)	Ore Processed (kt)	Processed Grade (g Au/t)	Contained Ounces (koz)	Gold Produced (koz)	Recovery (%)
1	6,731	22,726	2,934	1.19	112	100	89.0%
2	8,214	23,785	5,309	1.19	204	181	89.0%
3	7,675	24,325	5,325	1.19	203	181	88.9%
4	7,975	24,024	5,325	1.20	205	182	89.0%
5	4,993	27,095	5,340	0.99	171	151	88.4%
6	5,085	26,915	5,325	0.99	170	150	88.4%
7	4,979	27,020	5,325	0.99	169	150	88.4%
8	7,349	24,651	5,325	0.99	170	150	88.4%
9	6,420	25,667	5,340	0.99	170	150	88.4%
10	7,186	24,814	5,325	1.00	171	151	88.4%
11	5,557	26,442	5,325	0.99	170	150	88.4%
12	4,740	27,260	5,325	0.99	170	150	88.4%
13	5,872	26,215	5,340	1.00	172	152	88.4%
14	4,276	27,724	5,325	0.99	169	150	88.4%
15	5,796	26,204	5,325	1.00	171	151	88.4%
16-20	22,518	137,507	26,640	0.92	786	693	88.3%
21-25	25,203	102,927	26,654	0.83	715	629	88.0%
26-30	18,054	6,193	26,640	0.98	841	747	88.8%
31	—	—	1,178	0.58	22	19	87.3%
Life of Mine⁽¹⁾	158,623	631,493	158,623	0.97	4,959	4,387	88.5%

31-33⁽²⁾	—	—	13,352	0.54	232	167	72.0%

Note: Table may not add to total due to rounding.

~~The~~(1) ~~following~~Life ~~table summarizes the production schedule. The shaded portion~~ of ~~the~~mine ~~table~~includes ~~presents~~all ~~the~~run ~~impact~~ of mine ore ~~sorting.~~from ~~Ore sorting reduces~~ the ~~tonnage~~Batman ~~processed~~deposit, ~~through~~including the ~~grinding,~~final ~~leaching~~tonnes ~~and tailings handling areas by approximately 10% with a contained gold loss~~ of ~~approximately~~ore ~~1.3%.~~from ~~This results in an increase in~~ the ~~post-sorting~~Batman ~~processed~~deposit ~~grade~~that ofare ~~approximately~~scheduled ~~8.0%.~~for ~~The~~processing ~~effects of reducing post-sorting tonnes and increasing grade results~~ in ~~capital~~Year ~~and operating cost savings in the grinding, leaching and tailings handling areas~~31.

(2) Years 31-33 reflects the reprocessing of heap leap pad material that results in a form of self-funding reclamation.


Years	Pit Ore Mined (kt)	Waste Mined (kt)	Ore Crushed (kt)	Crushed Grade (g/t)	Contained Ounces (kozs)	Ore to CIP (Post Sorting) (kt)	CIP Grade (g/t)	Contained Ounces (kozs)	Gold Produced (kozs)	Recovery (%)
(1)	7,188	14,066	0	0	0	0	0.00	0	0	0
1 †	18,216	25,904	12,334	1.10	436	11,100	1.21	431	399	92.6%
2	30,578	38,623	17,750	0.88	503	15,975	0.97	497	458	92.1%
3	19,696	63,199	17,750	1.04	594	15,975	1.14	587	542	92.5%
4	15,218	69,774	17,799	0.66	378	16,019	0.73	373	341	91.3%
5	27,591	66,264	17,750	0.79	451	15,975	0.87	445	408	91.7%
6	25,499	74,510	17,823	1.03	591	16,041	1.13	583	539	92.4%
7	13,229	77,291	17,750	0.97	554	15,975	1.06	546	504	92.3%
8	7,779	71,277	17,774	0.69	392	15,997	0.75	386	352	91.2%
9	13,866	59,499	17,774	0.52	295	15,997	0.57	291	261	89.8%
10	14,523	50,082	17,750	0.55	312	15,975	0.60	308	277	90.1%
11	20,830	40,490	17,750	0.61	347	15,975	0.67	343	311	90.7%
12	18,523	13,685	17,774	0.72	410	15,997	0.79	404	370	91.4%
13	11,307	4,388	17,774	0.76	433	15,997	0.83	428	391	91.6%
14	13,829	1,866	17,750	0.79	448	15,975	0.86	442	406	91.7%
15	9,149	412	17,750	0.78	446	16,120	0.85	440	403	91.6%
16 ‡	0	0	16,710	0.64	344	15,968	0.66	341	310	90.7%
17 ‡	0	0	2,612	0.54	45	2,612	0.54	45	41	89.8%
Total	267,021	671,331	280,375	0.77	6,979	253,673	0.84	6,891	6,313	91.6%

Note: Amounts may not add due to rounding.

† Six-month startup and commissioning period ahead of full production

Table of Contents

‡ Total milled ore includes material from the existing heap leach pad that is processed in years 16 and 17.

Mineral Resources and Mineral Reserves Estimates

The ~~mineral~~Mineral ~~resources~~Resources and ~~mineral~~Mineral ~~reserves~~Reserves reported in this section were prepared in accordance with both S-K 1300 standards and ~~CIM~~Canadian Institute of Mining Metallurgy and Petroleum Definition Standards for Mineral Resources and Mineral Reserves. The table below presents the estimated ~~mineral~~Mineral ~~resources~~Resources for the ~~Project~~Batman and the Quigleys deposits, excluding the Heap Leach Pad due to the entirety of the Heap Leach Pad Mineral Resource being converted to Mineral Reserves, therefore, a Mineral Resource exclusive of Mineral Reserves is not reported.

Mt Todd Gold Project – Summary of Gold Mineral ~~Resource~~Resources (Exclusive of Gold Mineral Reserves)

Based on US$1,~~300~~950/oz Gold Price

Batman Deposit

~~Batman Deposit~~

Heap Leach Pad

~~Heap Leach Pad~~

Quigleys Deposit

Total

~~Quigleys Deposit~~

~~Total~~

Contained

~~Contained~~

Contained

~~Contained~~

Contained

~~Contained~~

Tonnes

~~Tonnes~~Grade

Ounces

~~Grade~~

Tonnes

~~Ounces~~Grade

Ounces

~~Tonnes~~

Tonnes

Grade

Ounces

~~Ounces~~

Tonnes

~~Tonnes~~Grade

Ounces

~~Grade~~

~~Ounces~~

~~Tonnes~~

~~Grade~~

~~Ounces~~

(000s)

(~~000s~~g Au/t)

(000s)

~~(g Au/t)~~

(000s)

(~~000s~~g Au/t)

(000s)

~~(000s)~~

(000s)

(g Au/t)

(000s)

~~(000s)~~

(000s)

(~~000s~~g Au/t)

(000s)

~~(g Au/t)~~

~~(000s)~~

~~(g Au/t)~~

~~(000s)~~

Measured

47,143

—0.61

930

—

3,702

—1.13

134

—

50,845

~~594~~0.65

1,064

~~1.15~~

~~594~~

~~1.15~~

Indicated

110,644

~~10,816~~0.72

2,568

~~1.76~~

—

~~613~~—

—

6,965

—1.34

299

—

117,609

~~7,301~~0.76

2,867

~~1.11~~

~~260~~

~~18,117~~

~~1.49~~

~~873~~

Measured & Indicated

157,787

~~10,816~~0.69

3,498

~~1.76~~

—

~~613~~—

—

10,667

—1.26

433

—

168,454

~~7,895~~0.73

3,931

~~1.11~~

~~282~~

~~18,711~~

~~1.49~~

~~895~~

Inferred

54,338

~~61,323~~0.78

1,369

~~0.72~~

—

~~1,421~~—

—

2,761

—0.71

—

57,099

~~3,981~~0.78

1,433

~~1.46~~

~~187~~

~~65,304~~

~~0.77~~

~~1,608~~

Notes:

● ~~Measured~~Mineral &Resources ~~indicated~~are ~~mineral~~reported ~~resources~~exclusive ~~exclude~~of ~~proven~~Mineral ~~and probable mineral reserves~~Reserves.

● ~~The Point of Reference for the~~ Batman and Quigleys ~~deposits~~Mineral isResources inare ~~situ~~quoted at ~~the~~a ~~property~~0.4 ~~The~~g ~~Point~~Au/t ofcut-off ~~Reference~~grade. ~~for the~~ Heap Leach isPad ~~the~~Mineral ~~physical~~Resources ~~Heap~~were ~~Leach~~fully ~~pad~~converted atto ~~the~~Mineral ~~property~~Reserves.

● The Point of Reference for the Batman and Quigleys ~~resources~~Mineral ~~are~~Resources ~~quoted~~estimates is in-situ at athe 0property.~~40g-Au/t~~ ~~cut-off~~The ~~grade.~~Point of Reference for the Heap Leach ~~mineral~~Pad ~~resources~~Mineral ~~are~~Resources ~~the~~estimates ~~average~~is ~~grade~~the ofphysical ~~the~~Heap ~~heap,~~Leach noPad ~~cut-off~~at ~~applied~~the property.

● Batman: and Quigleys Mineral ~~resources~~Resources are constrained within a US$1,~~300~~950/oz gold ~~WhittleTM~~ pit shell. Pit parameters: Mining Cost US$13.5000/tonne mined, ~~Milling~~Processing Cost US$717.8050/tonne processed, ~~G&A~~General and Administrative Cost US$01.4650/tonne processed, ~~G&A/Year 8,201 K US$,~~ Au Recovery, ~~Sulfide 85~~89.7%~~, Transition 80%, Oxide 80%, 0~~.~~2g-Au/t minimum for resource shell.~~

● ~~Quigleys:~~Kira ~~Mineral~~Johnson ~~resources~~MMSA ~~constrained~~of ~~within~~Tetra aTech ~~US$1,300/oz~~is ~~gold~~the ~~WhittleTM~~QP ~~pit~~responsible ~~shell.~~for ~~Pit~~the ~~parameters:~~Statement ~~Mining~~of ~~cost~~Mineral ~~US$1.90/tonne,~~Resources ~~Processing~~for ~~Cost~~the ~~US$9.779/tonne~~Batman ~~processed~~deposit, ~~Royalty~~Quigleys 1%deposit ~~GPR, Gold Recovery Sulfide, 82.0%~~ and ~~Ox/Trans~~Heap ~~78.0%,~~Leach ~~water treatment US$0~~Pad.~~09/tonne, Tailings US$0.985/tonne.~~

● ~~Differences~~The ineffective ~~the~~date ~~table~~of ~~due~~the ~~to rounding are not considered material. Differences between~~ Batman, ~~and~~ Quigleys ~~mining~~ and ~~metallurgical~~Heap ~~parameters~~Leach ~~are~~Pad ~~due~~Mineral toResources ~~their~~estimates ~~individual~~is ~~geologic~~July ~~and~~25, ~~engineering characteristics~~2025.

● ~~Rex~~Mineral ~~Bryan~~Resources ofthat ~~Tetra~~are ~~Tech,~~not ~~Inc.~~Mineral isReserves ~~the~~have QPno ~~responsible~~demonstrated ~~for~~economic ~~the~~viability ~~Statement~~and ofdo ~~Mineral~~not ~~Resources~~meet ~~for~~all ~~the~~relevant ~~Batman,~~modifying ~~Heap Leach Pad and Quigleys deposits~~factors.

● ~~Thomas~~Differences ~~Dyer~~in ~~of RESPEC is~~ the QPtable ~~responsible~~due ~~for~~to ~~developing~~rounding ~~the~~are ~~resource~~not ~~WhittleTM~~considered ~~pit shell for the Batman Deposit~~material.

● The ~~effective~~Mineral ~~date~~Resources ofwere ~~the~~estimated ~~Batman~~in ~~Deposit,~~accordance ~~Heap~~with ~~Leach~~S-K ~~Pad,~~1300 and ~~Quigleys~~NI ~~Deposit mineral resources estimates under the requirements of SK~~43-~~1300 is December 31, 2024~~101. There have been no changes in the mineral resource estimates since December 31, 2023 because upon review the Company and the relevant qualified persons determined that the same material assumptions and estimates, including all economic parameters for resource estimation purposes, continued to apply as of December 31, 2024.

● ~~The~~“–“ ~~effective~~indicates ~~date~~no ofreported ~~the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resource estimates under the requirements of NI 43-101 is December 31, 2024~~value.

● ~~Mineral~~The ~~resources~~effective ~~that~~date ~~are~~of ~~not~~the ~~mineral~~Batman ~~reserves~~Deposit, ~~have~~Heap noLeach ~~demonstrated~~Pad, ~~economic~~and ~~viability~~Quigleys ~~and~~Deposit domineral ~~not~~resource ~~meet~~estimates ~~all~~under ~~relevant~~the ~~modifying~~requirements ~~factors~~of S-K 1300 is December 31, 2025.

~~There~~The ~~was~~table nobelow ~~change~~presents ~~in mineral resource estimates as of December 31, 2024 compared to December 31, 2023 as~~ the ~~same~~estimated ~~material~~Mineral ~~assumptions~~Reserves ~~and~~for ~~criteria were determined to continue to apply to~~ the ~~mineral resource estimates and there was no conversion of mineral resources into mineral reserves in the fiscal year ending December 31, 2024~~Project.

Table of Contents

The table below presents the estimated mineral reserves for the Project.

Mt Todd Gold Project – Summary of Gold Mineral Reserves ~~based~~Based on ~~50,000~~15 ~~tpd~~ktpd, 0.3550 g Au/t cut-off and $1,~~500~~800/oz ~~per~~Gold ~~Ounce~~Price Pit Design

Batman Deposit

Heap Leach Pad

~~Heap Leach Pad~~

Total

~~Total~~

Contained

~~Contained~~

Contained

~~Contained~~

Tonnes

Grade

~~Grade~~Ounces

~~Ounces~~Tonnes

Grade

~~Tonnes~~Ounces

~~Grade~~Tonnes

Grade

Ounces

~~Tonnes~~

~~Grade~~

~~Ounces~~

(000s)

(g Au/t)

(~~g Au/t~~000s)

(000s)

(g Au/t)

(000s)

(~~g Au/t~~000s)

(g Au/t)

(000s)

~~(000s)~~

~~(g Au/t)~~

~~(000s)~~

Proven

8177,~~277~~359

0.95

~~0.84~~2,371

~~2,192~~—

—

—77,359

0.95

—2,371

~~81,277~~

~~0.84~~

~~2,192~~

Probable

~~185~~81,~~744~~263

0.99

~~0.76~~2,588

413,~~555~~352

0.54

~~13,354~~232

~~0.54~~94,615

0.93

~~232~~2,820

~~199,098~~

~~0.75~~

~~4,787~~

Proven & Probable

~~267~~158,~~021~~623

0.97

~~0.79~~4,959

613,~~747~~352

0.54

~~13,354~~232

~~0.54~~171,975

0.94

~~232~~5,190

~~280,375~~

~~0.77~~

~~6,979~~

~~Economic~~The Mt Todd FS economic analysis was conducted only on ~~proven~~Proven and ~~probable~~Probable ~~mineral~~Mineral ~~reserves~~Reserves.

Notes:

● ~~Thomas~~The L.Mineral ~~Dyer,~~Reserves ~~P.E.,~~point of reference is the QPpoint ~~responsible~~where ~~for~~material ~~reporting~~is ~~the~~fed ~~Batman~~into ~~Deposit~~the ~~Proven~~processing ~~and Probable mineral reserves~~plant.

● Batman ~~pit~~deposit ~~optimization~~Mineral ~~and~~Reserves ~~design~~ are ~~based~~reported onusing a ~~gold~~0.50 ~~price~~g ofAu/t UScutoff grade and $~~1500~~1,800 per ounce of gold ~~with an elevated cutoff grade of 0~~price.~~35 g Au/t.~~

● Batman deposit Proven and Probable mineral reserves are reported with a net smelter return royalty based on a gold price of $1,800 per ounce of gold. Deepak Malhotra is the QP responsible for reporting the Heap Leach Pad mineral reserves.31

●Table ~~Because~~of ~~all the Heap Leach Pad reserves are to be fed through the mill, these reserves are reported without a cutoff grade applied.~~Contents

● ~~The~~Colin ~~mineral~~McVie ~~reserves~~and ~~point~~Peter Lock of ~~reference~~Mining isPlus are the ~~point~~QP's ~~where~~responsible ~~material~~for isthe ~~fed~~Statement ~~into~~of ~~the~~Mineral ~~mill~~Reserves for Batman deposit Proven and Probable Mineral Reserves.

● ~~The~~Because ~~effective~~all ~~date of~~ the ~~mineral~~Heap ~~reserve~~Leach ~~estimates~~Pad ~~under~~Mineral ~~the~~Reserves ~~requirements~~are ofto ~~S-K~~be ~~1300~~fed isthrough ~~December 31, 2024. There have been no changes in~~ the ~~mineral~~processing ~~reserve estimates since December 31~~plant, ~~2023~~these ~~because~~Mineral ~~the~~Reserves ~~Company~~are ~~and~~reported ~~the~~without ~~relevant qualified persons determined that the same material assumptions and criteria continued to apply as of December 31, 2024, including that the Company used~~ a cutoff grade ~~higher than the economic cutoff grade such that any intervening changes in the underlying economic assumptions were not material and did not require use of a cutoff grade greater than 0~~applied.~~35 g Au/t for mineral reserve estimation purposes.~~

● ~~The~~Deepak ~~effective~~Malhotra ~~date~~is of the ~~mineral~~QP ~~reserve~~responsible ~~estimates~~for ~~under~~reporting the ~~requirements of NI 43~~Heap-~~101~~Leach isPad ~~December~~Mineral ~~31, 2024~~Reserves.

~~Cautionary~~● ~~note~~The toeffective ~~investors: Proven~~date ~~and~~of ~~probable~~the ~~mineral~~Batman ~~reserves are estimated in accordance with S-K 1300~~ and ~~CIM~~Heap ~~Definition~~Leach ~~Standards.~~Pad AMineral ~~number~~Reserves ofestimates ~~risk~~is ~~factors~~July ~~may adversely affect estimated mineral reserves and mineral resources~~25, ~~any of which may result in a reduction or elimination of reported mineral reserves and mineral resources~~2025. ~~See “Item 1A. Risk Factors.”~~

~~The~~● ~~mine~~Differences ~~plan~~ in the Mttable ~~Todd~~due FSto ~~includes~~rounding ~~both~~are ~~proven~~not ~~and~~considered ~~probable mineral reserves and results in estimated total recovered gold of 6~~material.~~31 million ounces.~~

~~There~~● ~~was~~The noMineral ~~change~~Reserves ~~in mineral reserve estimates as of December 31, 2024 compared to December 31, 2023 as the same material assumptions and criteria~~ were ~~determined~~estimated toin ~~continue~~accordance towith ~~apply~~S-K to1300 ~~the mineral reserve estimates~~ and ~~there~~NI ~~was no depletion of mineral reserves in the fiscal year ending December 31, 2024 as Mt~~43-101. ~~Todd is in the development stage.~~

●

The effective date of the mineral reserve estimates under the requirements of S-K 1300 is December 31, 2025.

Cautionary note to investors: Proven and Probable Mineral Reserves are estimated in accordance with S-K 1300 and CIM Definition Standards. A number of risk factors may adversely affect Estimated Mineral Reserves and Mineral Resources, any of which may result in a reduction or elimination of reported Mineral Reserves and Mineral Resources. See “Item 1A. Risk Factors.”

Property Holdings

In 2006, through an agreement with Pegasus Gold Australia Pty. Ltd. (“Pegasus”), the NT Government, and the Jawoyn Association, we acquired the concession rights and access to Mt Todd. Also in 2006, through an agreement with the NT Government, we established the rights and obligations of Vista and the NT Government with respect to Mt Todd site care and maintenance and potential future development. The latter agreement was extended in 2017 through the end of 2023 and further extended in 2023 through December 31, 2029, with the option for an additional three-year extension.

The tables below show the resource classification criteria and variogram parameters for the Batman resource model.

Table of Contents

A map showing the location of the mineral leases (“MLs”) and exploration licenses (“ELs”) is set out below.

Property Holdings

In 2006, through an agreement with Pegasus Gold Australia Pty. Ltd. (“Pegasus”), the NT Government, and the Jawoyn Association, we acquired the concession rights and access to Mt Todd. Also in 2006, through an agreement with the NT Government, we established the rights and obligations of Vista and the NT Government with respect to Mt Todd site care and maintenance and potential future development. The latter agreement was extended in 2017 through the end of 2023 and further extended in 2023 through December 31, 2029 with the option for an additional three-year extension.

~~Total land holdings controlled by Vista Gold Australia are approximately 1,637 Km2.~~ A ~~map showing the location of the mineral licenses (“MLs”) and exploration licenses (“ELs”) is set out above under the section heading “Project Location and Access.” A~~ table listing the MLs and ELs and the ~~required~~provisions ~~annual~~of ~~rents~~each ~~and~~tenement ~~holding fees~~ is set out below. All ~~of the~~ estimated ~~mineral~~Mineral ~~reserves~~Resources and ~~resources~~Mineral Reserves are located within the boundaries of the MLs, ~~and~~with ~~substantially~~the ~~all~~majority of ~~the~~ estimated ~~mineral~~Mineral ~~reserves~~Resources and ~~resources~~Mineral atReserves Mtcontained ~~Todd are located~~ in the Batman deposit.

The Batman and Quigleys deposits are located within the MLs. Should a deposit be discovered on the ELs, that portion of the related EL would ~~have~~need to be converted to an ML before mining operations could start.

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Mt Todd Tenements of Vista Gold Australia

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

Technical

Mineral Leases

 

(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

104
(due March 4)

N/A

May 4

MLN 1071

13.3

centered at

March 5, 1993

March 4, 2043

35
(due March 4)

N/A

May 4

MLN 1127

0.8

approximately

March 5, 1993

March 4, 2043

2
(due March 4)

N/A

May 4

MLN 31525

1.6

188555E, 8435665N

September 4, 2017

September 3, 2042

4
(due September 3)

N/A

May 4

Subtotal

55.4

145

Estimated Holding

Requirements

Annual Rent &

Annual Work

Annual

Surface

Location

Admin Fees

Requirement

Expenditure/

Area

Description

Location Date/

(thousands

Technical

Exploration Licenses

 

(Km²)

 

(UTM)

 

Grant Date

 

Renewal Date

 

of A$)

 

of A$)

 

Reports Due

EL29882

555.5

Centered at approximately 189100E, 8452000N

September 16, 2013

September 15, 2027

46
(due September 15)

177

May 14

EL29886

594.6

Centered at approximately 200300E, 8452000N

September 16, 2013

September 15, 2027

52
(due September 15)

May 14

EL30898

186.7

Centered at approximately 176100E, 8428700N

May 3, 2016

May 2, 2026

15
(due May 2)

May 14

Subtotal

1,336.8

113

242

Totals A$

258

242

Estimated Holding

Requirements

Annual Rent &

Annual Work

Annual

Surface

Location

Admin Fees

Requirement

Expenditure/

Area

Description

Location Date/

(thousands

Technical

Mineral Licenses

(Km2)

(UTM)

Grant Date

Renewal Date

of A$)

Reports Due

MLN 1070

39.8

Mining License Block

March 5, 1993

March 4, 2043

100(due March 4)

N/A

May 4

MLN 1071

13.3

centered at

March 5, 1993

March 4, 2043

34(due March 4)

N/A

May 4

MLN 1127

0.8

approximately

March 5, 1993

March 4, 2043

2(due March 4)

N/A

May 4

MLN 31525

1.6

188555E, 8435665N

September 4, 2017

September 3, 2042

4(due September 3)

N/A

May 4

Subtotal

55.4

140

Estimated Holding

Requirements

Annual Rent &

Annual Work

Annual

Surface

Location

Admin Fees

Requirement

Expenditure/

Area

Description

Location Date/

(thousands

Technical

Exploration Licenses

(Km2)

(UTM)

Grant Date

Renewal Date

of A$)

Reports Due

EL29882

555.5

Centered at approximately 189100E, 8452000N

September 16, 2013

September 15, 2025

45(due September 15)

107

May 14

EL29886

594.6

Centered at approximately 200300E, 8452000N

September 16, 2013

September 15, 2025

50(due September 15)

137

May 14

EL30898

186.7

Centered at approximately 176100E, 8428700N

May 3, 2016

May 2, 2026

15(due May 2)

May 14

EL32004

95.3

Centered at approximately 164000E, 8430550N

November 21, 2019

November 20, 2025

8(due November 20)

May 14

ELA32005

149.2

Centered at approximately 160180E, 8445150N

Under application

Subtotal

1,581.3

118

264

Totals A$

258

264

Totals US$ (exchange rate of A$1.00 = $0.62 on December 31, 2024)

160

164

The surface land of the contiguous MLs and ELs is freehold land owned by the Jawoyn Association. Because the Jawoyn Association has title to the land, such land is not part of the lands classified by the government as Indigenous lands, and as a result such lands are not subject to an Indigenous land use agreement. Vista has a private agreement with the Jawoyn Association for access to the land.

~~The~~Annually, ~~surface~~we ~~land~~are inrequired ~~the~~to ~~area~~submit ofan ~~the~~MMP ~~contiguous~~(now ~~MLs~~called ~~and~~a ~~ELs~~Deemed Environmental (~~excluding~~Mining) ELLicense) ~~32004~~(“DEML”) isfor ~~freehold~~care ~~land~~and ~~owned~~maintenance bythat ~~the~~details ~~Jawoyn~~work ~~Association.~~to ~~Because~~be done on the ~~Jawoyn~~property. ~~Association~~We ~~have~~received ~~title~~our tooperational MMP (also now a DEML) in June 2021 based on the ~~land,~~parameters ~~such~~of ~~land~~the 50 ktpd 2020 Mt Todd prefeasibility study. This authorization is ~~not~~the ~~part~~operating ofpermit that sets out how the ~~lands~~mine ~~classified~~operating bystrategy will be implemented throughout the ~~government~~mine aslife ~~indigenous~~in ~~lands,~~compliance ~~and~~with asthe aassociated ~~result~~approved ~~such~~EIS ~~lands~~and ~~are~~Environmental ~~not~~Protection ~~subject~~and toBiodiversity anConservation ~~Indigenous~~Act ~~land~~1999 ~~use~~(“EPBC”) ~~agreement~~requirements. ~~Vista~~Modifications ~~has~~to aalign ~~private~~existing ~~agreement~~approvals with the ~~Jawoyn~~plans ~~Association~~and ~~for~~designs ~~access~~in to the ~~land~~Mt Todd FS have been initiated.

Annually, we are required to submit an MMP (now called a Deemed Mining License) for care and maintenance that details work to be done on the property. We have received approval for all work done on the Project to date and obtained approval for the EIS. We received our operational MMP in June 2021, which was changed to a Deemed Mining License in July, 2024. This authorization is the operating permit that sets out how the mine operating strategy will be implemented throughout the life of mine in compliance with the EIS and EPBC requirements. The remaining permitting processes are relatively straight-forward and are not expected to impede, to a material extent, our exploration and future development plans. Any future mining will require sufficient surety bonding to fund mine closure.

Table of Contents

Infrastructure

Because Mt Todd was an operating mine, ~~infrastructure~~certain ~~exists~~existing ~~that~~infrastructure ~~reduces~~was ~~initial~~contemplated ~~capital~~for ~~expenditure~~future ~~and~~use ~~significantly~~in ~~reduces~~preparing ~~capital~~the ~~risk~~Mt ~~related~~Todd toFS ~~infrastructure~~and ~~construction,~~resulted ~~which~~in ~~has~~reduced ~~been~~initial ~~a major source of~~ capital ~~cost~~expenditures ~~overruns~~ in ~~the~~developing ~~mining industry over~~ the ~~last~~economic ~~decade~~analysis. ~~Existing mining infrastructure items include:~~

●Existing ainfrastructure ~~tailings storage facility with capacity for approximately 80 million tonnes of additional material;~~includes:

● aTSF ~~fresh~~1, ~~water~~with ~~storage~~expansion ~~reservoir~~capacity ~~that would receive a two-meter dam raise and would harvest stormwater expected to exceed process water requirements~~ for ~~year-round~~approximately ~~operations~~90 ~~for~~million atonnes ~~50,000~~of ~~tpd~~additional ~~operation~~material;

● a natural gas pipeline at site that can supply sufficient natural gas to meet the Project’s energy requirements which, coupled with the planned third-party-operated power generating plant, would save considerably on Project operating costs compared to grid-supplied power;34

●Table aof ~~paved road to site; and~~Contents

● ~~current~~a ~~electrical~~heap ~~connection~~leach pad with approximately 13.4 million tonnes of Mineral Reserves to be reprocessed at the NTend ~~electric~~of ~~grid.~~the mine life as a form of self-funding reclamation;

●

initial stage of a waste rock dump;

●

a freshwater reservoir with sufficient storage capacity to meet the Mt Todd FS raw water requirements;

●

a natural gas pipeline spur to site that can supply sufficient natural gas to meet the Project’s primary energy requirements;

●

a paved road to site;

●

current electrical connection to the NT electric grid; and

●

miscellaneous other buildings and equipment that may be re-purposed.

In addition, we expect reduced earthworks costs due to the new process plant location being in the same general area as the previous process plant, which was cleared and graded at the time of original construction.

Other ~~benefits~~non-owned ofregional Mtinfrastructure ~~Todd’s~~that ~~location~~Vista inexpects ~~the~~to NTbenefit Mt Todd include:

●

the Stuart Highway, the main north/south highway in the NT, is less than 10 km from the Project;

●

a rail line parallel to the Stuart Highway;

●

a natural gas transmission pipeline also parallel to the Stuart Highway;

●

the regional center of Katherine, with a population of approximately 14,000, is located 56 km from the Project site and provides access to various local commercial resources, short-term accommodations, schools and a satellite university, and the Katherine Tindal Civilian Airport; and

●

the NT capital of Darwin is located approximately 290 km by road from the Project and provides access to a broad range of commercial resources, the deepwater Port of Darwin, the Darwin International Airport, and other resources common to a small-medium urban center.

● the Stuart highway – the main North / South highway in the NT is less than 10 kilometers from the Project site;

● rail line parallel to the Stuart highway; and

● the regional center of Katherine, with a population of approximately 12,000, is located 56 kilometers from the Project site and the NT capital of Darwin approximately 290 kilometers from the Project site, which has port access.

The area has both historical and current mining activity and therefore a portion of the skilled workforce should be able to be sourced locally. In addition, Katherine offers the necessary support functions that are typically found in a medium-sized city with regard to supplies, accommodations, communications, etc.

Planned infrastructure for the site includes the following:

● ~~ammonium~~mine ~~nitrate~~infrastructure will be supplied and installed by a mining contractor and includes – workshop and warehouse, maintenance support facilities, contractor laydown and storage yards, fuel ~~oil~~and ~~facility~~lubricant farm, explosives storage and facilities, water cart filling point, mine administration and personnel facilities, information and communication systems;

● ~~mine~~expansion ~~support~~of ~~facilities~~the ~~(heavy~~existing ~~vehicle~~waste ~~workshop,~~rock ~~lube farm, washdown and tire change, warehouse, fuel farm, mining offices, core storage facility)~~dump;

● ~~small~~upgraded ~~accommodation~~water ~~camp~~retention ~~for~~pond ~~occasional~~dam ~~contractor~~below ~~use~~the waste rock dump;

● ~~water~~250-person ~~treatment~~accommodation ~~plant~~camp with all facilities;

● ~~power~~a ~~supply~~water treatment plant;

● pit dewatering system;

● ~~mine~~communications ~~services~~system;

● ~~communications~~gatehouse;

● ~~gatehouse;~~emergency ~~and~~services building;

● ~~expanded~~process ~~existing~~plant and ~~additional~~administration ~~tailings storage facilities.~~building;

●

process plant workshop and stores building with offices;

●

reagents storage facility;

●

process plant control rooms;

●

sample preparation and laboratory;

●

solid and liquid waste disposal facilities; and

●

expansion of TSF 1 and additional of a second tailings storage facility.

Geological Setting, Mineralization, and Deposit Type

MtThe ~~Todd~~Project is situated within the southeastern portion of the Early Proterozoic Pine Creek Geosyncline. Meta-sediments, ~~granitites~~granitoids, basic intrusives, acidic and intermediate volcanic rocks occur within this geological province. ~~Within the Mt Todd region, the oldest outcropping rocks are assigned to the Burrell Creek Formation. These rocks consist primarily of~~

Within the Mt Todd region, the oldest outcropping rocks are assigned to the Burrell Creek Formation. These rocks consist primarily of interbedded greywackes, siltstones, and shales of turbidite affinity, which are interspersed with minor volcanics. The sedimentary sequence incorporates slump structures, flute casts and graded beds, as well as occasional

Table of Contents

~~interbedded greywackes, siltstones, and shales of turbidite affinity, which are interspersed with minor volcanics~~crossbedding. The Burrell Creek Formation is overlain by interbedded greywackes, mudstones, tuffs, minor conglomerates, mafic to intermediate volcanics and banded ironstone of the Tollis Formation. The Burrell Creek Formation and Tollis Formation comprise the Finniss River Group. The Finniss River Group strata have been folded about northerly trending F1 fold axes, which are folds in bedding. The folds are closed to open style and have ~~moderate~~moderately 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, which is associated with the second deformation event in the area. 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~~Late ~~Batman pit geology consists of a sequence of hornfelsed interbedded greywackes~~ and ~~shales~~Post ~~with~~Orogenic ~~minor~~granitoid ~~thin~~intrusion ~~beds~~ of ~~felsic~~the ~~tuff.~~Cullen ~~Bedding~~Batholith ~~consistently~~occurred ~~strikes~~from ~~at 325 degrees~~1,789 ~~dipping~~Ma ~~40 degrees~~ to 601,730 ~~degrees~~Ma ~~to the southwest. Northerly trending sheeted quartz sulfide veins~~ and ~~joints~~brought ~~striking~~about atlocal 0contact ~~degrees~~metamorphism to 20hornblende ~~degrees~~hornfels ~~and~~facies. ~~dipping~~Unconformably 60overlying ~~degrees~~the toBurrell ~~the~~Creek ~~east~~Formation are ~~the~~sandstones, ~~major~~shales ~~controls~~and ~~for~~tuffaceous ~~mineralization~~sediments inof the ~~Batman~~Phillips ~~pit.~~Creek ~~The~~sandstone, ~~veins are 1 to 100 millimeters in thickness~~ with anacidic ~~average thickness of around 8 to 10 millimeters~~ and ~~occur~~minor inbasic ~~sheets~~volcanics ~~with~~of upthe toPlum 20Tree ~~veins~~Creek ~~per horizontal meter~~Volcanics. ~~These~~Both ~~sheeted~~of ~~veins~~these ~~are~~units ~~the~~form ~~main~~part ~~source~~ of ~~gold mineralization in~~ the ~~Batman~~Edith ~~pit.~~River InGroup ~~general, the Batman pit extends 1,600 meters in length by 1,100 meters in width~~ and ~~has~~occur ~~been drill tested~~ to athe ~~depth~~south of ~~800~~the ~~meters~~Project ~~down-dip~~area. ~~The deposit is open along strike and at depth.~~

The ~~mineralization~~geology ~~within~~of the Batman ~~pit~~deposit isconsists ~~directly~~of ~~related~~a tosequence ~~the intensity~~ of ~~the~~hornfelsed ~~north-south~~interbedded ~~trending~~greywackes, ~~quartz sulfide veining. The lithological units impact the orientation~~ and ~~intensity~~shales ~~of mineralization. Sulfide minerals associated~~ with ~~the~~minor ~~gold~~thin ~~mineralization~~beds ~~are pyrite, pyrrhotite and lesser amounts~~ of ~~chalcopyrite,~~felsic ~~bismuthinite and arsenopyrite~~tuff. ~~Galena~~Bedding ~~and~~is ~~sphalerite~~striking ~~are~~consistently ~~also~~at ~~present~~325°, ~~but~~dipping ~~appear~~at 40° to be60° ~~post-gold mineralization, and are related~~ to ~~calcite veining in~~ the ~~bedding~~southwest. ~~plains~~Minor ~~and~~lamprophyre ~~the~~dykes ~~east-west~~ trending ~~faults and joints. Two main styles of mineralization have been identified in the Batman pit. These are the~~ north-south ~~trending~~pinch ~~vein~~and ~~mineralization~~swell, ~~and~~cross ~~bedding~~cutting ~~parallel~~the ~~mineralization~~bedding.

~~Gold~~Bedding ~~mineralization~~parallel inshears ~~the~~are ~~Batman~~present ~~deposit occurs~~ in ~~sheeted~~some ~~veins within silicified greywackes/shales/siltstones. The Batman deposit strikes north-northeast and dips steeply to the east. Higher grade zones~~ of the ~~deposit~~shale ~~plunge to the south~~horizons. ~~The~~These ~~core~~bedding ~~zone~~shears isare ~~approximately~~identified ~~200-250~~by ~~meters~~quartz/calcite ~~wide~~sulfidic ~~and 1~~breccias.5 ~~kilometers~~Pyrite, ~~long~~pyrrhotite, ~~with~~chalcopyrite, ~~several~~galena ~~hanging~~and ~~wall~~sphalerite ~~structures~~are ~~providing additional width to~~ the ~~orebody.~~main ~~Mineralization~~primary issulfides ~~open~~associated atwith ~~depth as well as along strike, although~~ the ~~intensity~~bedding ofparallel ~~mineralization weakens to the north and south along strike~~shears.

~~Historical~~East-west ~~Operations~~trending faults and joint sets crosscut bedding. Only minor movement has been observed on these faults. Calcite veining is sometimes associated with these faults. These structures appear to be post mineralization.

~~The~~Northerly ~~Batman~~trending ~~gold~~quartz ~~prospect~~sulfide isveins ~~located~~and injoints ~~the~~striking ~~Pine~~at ~~Creek~~0° ~~Geosyncline~~to ~~that~~20°, ~~was~~dipping ~~worked~~to ~~from~~the ~~early~~east inat ~~the~~60° ~~20th~~are ~~century.~~the ~~Gold~~major ~~and~~location ~~tin~~for ~~were~~mineralization ~~discovered~~ in the MtBatman ~~Todd~~deposit. ~~area~~The inveins ~~1889.~~are ~~Most~~1 ~~deposits~~millimeter ~~were~~(“mm”) ~~worked~~to in100 ~~the~~mm ~~period~~in ~~from~~thickness, ~~1902~~with toan ~~1914.~~average Athickness ~~total~~ of ~~7.80~~around ~~tonnes~~8 ofmm ~~tin~~to ~~concentrate~~10 ~~was~~mm. ~~obtained~~The ~~from~~veins ~~cassiterite-bearing~~consist ~~quartz-kaolin~~of ~~lodes~~dominantly atquartz ~~the~~with ~~Morris~~sulfides ~~and~~on ~~Shamrock~~the ~~mines~~margins. The ~~Jones~~veining ~~Brothers~~occurs ~~reef~~in ~~was~~sheets ~~the~~with ~~most~~up ~~extensively~~to ~~mined~~20 ~~gold-bearing~~veins ~~quartz~~per ~~vein,~~horizontal ~~with~~meter a(“m”). ~~recorded~~These ~~production~~sheet ofveins ~~28.45~~are kgthe ~~Au.~~main ~~This~~source ~~reef consists~~ of amineralization ~~steeply~~in ~~dipping~~the ~~ferruginous~~Batman ~~quartz lode within tightly folded greywackes~~deposit.

The ~~Yinberrie~~Batman ~~Wolfram~~deposit ~~field,~~extends ~~discovered~~approximately ~~in 1913~~2,400 ism ~~located~~along ~~5 kilometers west of Mt Todd. Tungsten~~strike, ~~molybdenum~~600 ~~and~~m ~~bismuth~~across ~~mineralization~~dip ~~was discovered in greisenized aplite dykes~~ and ~~quartz~~drill ~~veins~~tested into a ~~small~~depth ~~stock~~ of ~~the~~800 ~~Cullen Batholith~~m. ~~Recorded~~Drilling ~~production~~indicates ~~from~~the ~~numerous~~Batman ~~shallow~~mineralization ~~shafts~~to isbe ~~163~~open ~~tonnes~~along-strike ~~of tungsten, 130 kg of molybdenite~~ and ~~a small quantity of bismuth~~down-dip.

~~Exploration~~The ~~for~~mineralization ~~uranium~~within ~~began~~the inBatman deposit is directly related to the ~~1950s.~~intensity ~~Small~~of ~~uranium~~the ~~prospects~~north-south ~~were~~trending ~~discovered~~quartz insulfide ~~sheared~~veining. orThe ~~greisenized~~lithological ~~portions~~units impact on the orientation and intensity of mineralization. Sulfide minerals associated with the ~~Cullen~~gold ~~Batholith~~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 ~~vicinity~~bedding plains and the east-west trending faults and joints. Two main styles of mineralization have been identified in the ~~Edith~~Batman ~~River~~deposit. These are the north-south trending vein mineralization and bedding parallel mineralization.

~~Australian~~The ~~Ores~~north-south trending mineralization in the Batman deposit occurs in all rock units and ~~Minerals~~is ~~Limited~~most ~~(“AOM”)~~dominant in athe ~~joint~~shales ~~venture~~and greywackes. The north-south trending mineralization can be divided into three major zones based on veining and jointing intensity. Mineralization in the core complex is consistent and most, to all, joints have been filled with ~~Wandaroo~~quartz ~~Mining~~and ~~Corporation~~sulfides. The core complex occurs in all rock types and ~~Esso~~vein ~~Standard~~frequency ~~Oil~~per ~~took~~meter ~~out~~is ahigh. ~~number~~Mineralization ofin ~~mining~~the ~~leases~~hanging wall zone is patchier than in the Mtcore ~~Todd~~complex ~~area~~due ~~during~~to ~~1975~~quartz veining not being as abundant as it is in the core complex. ~~Initial~~The ~~exploration~~lithology ~~consisted~~controls the amount of ~~stream~~mineralization ~~sediment~~within ~~sampling,~~the ~~rock~~hanging ~~chip~~wall ~~sampling~~zone, and ~~geological~~a ~~reconnaissance~~large ~~for~~quartz/pyrrhotite avein ~~variety~~defines ofthe ~~commodities.~~boundary Aof ~~number~~the ofhanging ~~geochemical~~wall ~~anomalies~~zone ~~were~~and ~~found~~core ~~primarily~~complex in places. Like the ~~vicinity~~hanging ofwall ~~old~~zone, ~~workings.~~the ~~Follow-up~~footwall ~~work~~zone ~~concentrated~~mineralization onis ~~alluvial~~patchier ~~tin~~than is found in the core complex and, ~~later,~~jointing ~~auriferous~~is ~~reefs~~more prevalent than quartz veining. ~~Backhoe~~Footwall ~~trenching,~~zone ~~costeaning,~~mineralization ~~and~~style ~~ground~~is ~~follow-up~~controlled ~~were~~by the ~~favored~~lithology ~~mode~~and ofoccurs ~~exploration.~~in ~~Two~~all lithological units.

Additionally, bedding parallel mineralization occurs to the east of the Batman core complex. Veining is both bedding parallel and north south trending. The mineralization appears to have migrated from the south along narrow north-south trending zones and ballooned out parallel to bedding around the felsic tuffs.

Table of Contents

diamond drillholes were drilled at Quigleys. Despite determining that the gold potential of the reefs in the area was promising, AOM ceased work around Mt Todd.

~~The~~Historical 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 meters, 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.Operations

~~During~~The ~~late~~Mt ~~1986,~~Todd ~~Pacific~~area ~~Gold~~is ~~Mines~~part NLof ~~(“Pacific”)~~a ~~undertook~~goldfield ~~exploration~~that inwas ~~the~~worked ~~area~~from ~~which~~early ~~resulted~~ in ~~small-scale open cut mining on~~ the ~~Quigleys~~20th ~~and~~century. ~~Golf~~Gold ~~reefs,~~ and ~~limited~~tin ~~test~~were ~~mining~~discovered atin the ~~Alpha,~~Mt ~~Bravo,~~Todd ~~Charlie~~area ~~and~~in ~~Delta pits~~1889. ~~Ore~~Most ~~was~~deposits ~~transported~~were toworked aduring ~~carbon~~the inperiod ~~pulp~~from ~~(“CIP”)~~1902 ~~plant~~to ~~owned by Pacific at Moline~~1914. ~~This~~A ~~continued~~total ~~until~~of ~~December 1987~~7.80 ~~Pacific~~tonnes ~~ceased~~of ~~operations~~tin inconcentrate ~~the~~was ~~area~~obtained infrom ~~February~~cassiterite-bearing ~~1988~~quartz-kaolin ~~having~~lodes ~~produced~~at ~~approximately~~the ~~86,000~~Morris ~~tonnes~~and ~~grading~~Shamrock 4mines. gThe ~~Au/t~~Jones ~~(historical~~Brothers ~~reported~~reef ~~production,~~was ~~not~~the ~~S-K~~most ~~1300~~extensively ormined ~~NI 43~~gold-~~101~~bearing ~~compliant).~~quartz ~~Subsequent~~vein, ~~negotiations~~with ~~between~~a ~~the~~recorded ~~joint~~gold ~~venture~~production ~~partners Shell Company~~ of ~~Australia~~28.45 ~~(“Billiton”),~~kilograms ~~Zapopan NL~~ (“~~Zapopan~~kg”) ~~and Pacific resulted in the acquisition of this ground and incorporation into the joint venture~~.

~~Billiton,~~The ~~who~~Yinberrie ~~was~~Wolfram ~~the~~field, ~~managing~~discovered ~~partner~~ in an1913, ~~exploration~~is ~~program~~located in5 ~~the~~km ~~joint~~west ~~venture~~of ~~with~~Mt ~~Zapopan~~Todd. Tungsten, ~~discovered~~molybdenum, ~~the~~and Mtbismuth ~~Todd~~ mineralization, orwas ~~more~~discovered ~~specifically~~in ~~the~~greisenized ~~Batman~~aplite ~~deposit,~~dykes and quartz veins in ~~May~~a ~~1988~~small stock of the Cullen Batholith. InRecorded ~~1992~~production from numerous shallow shafts is 163 tonnes of tungsten, ~~Pegasus~~130 ~~acquired~~kg of molybdenite and a ~~shareholding~~small inquantity ~~Zapopan,~~of ~~following~~bismuth. ~~which~~Exploration ~~Zapopan~~for ~~acquired~~uranium ~~Billiton’s~~began ~~interest~~in the 1950s. ~~Pegasus~~Small ~~progressively~~uranium ~~increased~~prospects ~~their~~were ~~shareholding~~discovered ~~until~~in ~~they~~sheared ~~acquired~~or ~~full~~greisenized ~~ownership~~portions of ~~Zapopan~~the Cullen Batholith in ~~July~~the ~~1995~~vicinity of the Edith River. The area was explored previously by Esso for uranium without any economic success.

~~Historical~~Australian ~~preliminary~~Ores ~~studies~~and ~~(not~~Minerals ~~S-K~~Limited ~~1300 or NI 43-101 compliant~~(“AOM”) ~~for~~in ~~the~~joint ~~Phase~~venture Iwith ~~project,~~Wandaroo aMining ~~heap~~Corporation ~~leach~~and ~~operation~~Esso ~~which~~took ~~focused~~out ~~predominately~~a onnumber ~~the oxide portion~~ of ~~the~~mining ~~deposit,~~leases ~~commenced during 1992 culminating~~ in anthe ~~engineering,~~Mt ~~procurement,~~Todd ~~construction~~area ~~management~~during ~~(“EPCM”) award to Minproc Engineers Pty~~1975. ~~Ltd. in November of that year.~~ The ~~Phase~~joint Iventure ~~project~~conducted ~~was~~reconnaissance ~~predicated~~work ~~upon~~for a 4variety ~~million~~of ~~tpa~~commodities ~~heap~~and ~~leach~~drilled ~~plant,~~two ~~which~~diamond ~~came~~holes onat ~~stream~~Quigleys. inDespite ~~late~~determining ~~1993.~~that ~~The~~the ~~treatment~~gold ~~rate~~potential ~~was~~of ~~subsequently~~the ~~expanded~~reefs toin athe ~~rate~~area ofwas 6promising, ~~million~~their ~~tpa~~work inceased ~~late~~around ~~1994~~Mt Todd.

~~Based~~The onArafura ~~our~~Mining ~~review~~Corporation, ofCRA ~~the historical project files~~Exploration, weand ~~believe~~Marriaz ~~that~~Pty ~~approximately~~Ltd ~~21.4 million~~all ~~tonnes~~explored ~~grading~~the ~~1.05~~Mt ~~grams gold~~Todd ~~per~~area ~~tonne~~at ~~and~~different ~~containing~~times ~~723,795 ounces of gold were extracted~~ between ~~1993~~1975 and ~~the~~1983. ~~termination~~In oflate ~~mining~~1981, inCRA ~~2000.~~Exploration’s ~~Processing~~program ~~was~~included by a ~~combination~~14-diamond ofdrill ~~heap~~hole ~~leach~~program ~~production~~to ~~from~~test ~~oxide~~the ~~ore~~gold ~~and~~content ~~cyanidation~~ of ~~sulfide~~Quigleys ~~ore.~~reef ~~The~~over ~~remaining~~a ~~mineralization~~strike ~~consists~~length of ~~sulfide~~800 ~~mineralization~~m, ~~lying~~with ~~below~~an ~~and~~aggregate ~~along~~meterage ~~strike~~ of ~~the~~676.5 ~~existing~~m. ~~open pit,~~Following ~~and~~this inprogram, ~~hanging~~CRA ~~wall~~Exploration ~~structures~~did ~~parallel~~not toproceed ~~the~~with ~~main~~further ~~zone in the existing open pit~~exploration.

~~Historical~~During ~~heap~~late ~~leach~~1986, ~~production~~Pacific isGold ~~shown~~Mines NL (Pacific Gold Mines) undertook exploration in the ~~table~~area ~~below:~~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 carted to a carbon-in-pulp (“CIP”) plant owned by Pacific Gold Mines at Moline. Pacific Gold Mines ceased operations in the area in February 1988 having produced approximately 86,000 tonnes grading 4 g Au/t. Subsequent negotiations between the Mt Todd Joint Venture partners (Billiton Australia Gold Pty. Ltd (“Billiton”) and Zapopan) and Pacific Gold Mines resulted in the acquisition of this ground and incorporation into the joint venture.


Category	Historical Heap Leach Production Reported
Tonnes Leached (million)	13.2
Head Grade (g Au/t)	0.96
Recovery (%)	53.8
Gold Recovered (oz)	220,755
Cost/t (AUD)	8.33
Cost/oz (AUD)	500
NOTE: All tonnages and grades are historical production numbers that pre-date Vista’s ownership. The QPs and issuer consider historical estimates to be relevant but not current.

Billiton, who was the managing partner in an exploration program in joint venture with Zapopan, discovered the Batman deposit in May 1988. Zapopan acquired Billiton’s interest in 1992 by way of placement of shares to Pegasus. Pegasus progressively increased their shareholding until they acquired full ownership of Zapopan in July 1995. Feasibility studies (not NI 43-101 or S-K 1300 compliant) for Phase I, a heap leach operation which focused predominately on the oxide portion of the deposit, commenced during 1992. The Phase I project was predicated upon a 4 million tonne per annum (“Mtpa”) heap leach pad, which came on stream in late 1993. The treatment rate was subsequently expanded to a rate of 6 Mtpa on an annualized basis in late 1994.

Historical heap leach production is shown in the following table:

Table of Contents

The Phase II project involved expanding to 8 million tpa 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.


Category	Historical Heap Leach Production Reported
Tonnes Leached (million)	13.2
Head Grade (g Au/t)	0.96
Recovery (%)	53.8
Gold Recovered (oz)	220,755
Cost/t (A$)	8.33
Cost/oz (A$)	500
NOTE: All tonnages, grades, recovery figures, and costs are historical production numbers that predate Vista’s ownership. Historical estimates are considered relevant but not current.

Phase II involved expanding to 8 Mtpa and treatment through a flotation and CIL circuit. A 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 Phase II project on August 17, 1995, and awarded an EPCM contract to BKK in October 1995. Commissioning commenced in November 1996. ~~Final~~The reported final capital ~~costs~~cost to complete the project ~~were~~was ~~AUD232~~A$232 million ~~(USD181 million)~~.

Design capacity was never achieved due to inadequacies in the crushing circuit. A throughput rate of just under 7 Mtpa was achieved by mid-1997; however, problems with the flotation circuit, which resulted in reduced recoveries, necessitated closure of this circuit. Subsequently, high reagent consumption because of cyanide soluble copper minerals further hindered efforts to reach design production. Operating costs were above those predicted in the feasibility study. The spot price of gold deteriorated from above $400 per ounce in early 1996 to below $300 per ounce during 1997. According to the 1997 Pegasus Annual Report, the economics of the project were seriously affected by the slump. Underperformance of the project and higher operating costs led to the mine being closed and placed on care and maintenance on November 14, 1997.

~~Design~~In ~~throughput~~February ~~was~~1999, ~~never~~General ~~achieved~~Gold ~~due~~Resources toPty. ~~inadequacies~~Ltd. in(“General ~~the~~Gold”) ~~third~~agreed ~~and~~to ~~fourth~~form ~~stages~~a ofjoint ~~the~~venture ~~crushing~~with ~~circuit.~~Multiplex AResources ~~throughput~~Pty ~~rate~~Ltd of(“Multiplex ~~just~~Resources”) ~~under~~and 7Pegasus ~~million~~to ~~tpa~~own, ~~was achieved by mid-1997; however~~operate, ~~problems~~and ~~with~~explore the ~~flotation~~mine. ~~circuit~~Initial ~~which~~equity ~~resulted~~participation in ~~reduced~~the ~~recoveries~~joint ~~necessitated~~venture ~~closure~~was ofGeneral ~~this~~Gold ~~circuit. Subsequently~~2%, ~~high~~Multiplex ~~reagent~~Resources ~~consumption~~93%, asand aPegasus ~~result~~5%. ofThe ~~cyanide~~joint ~~soluble~~venture ~~copper~~appointed ~~minerals,~~General ~~further~~Gold ~~hindered~~as ~~efforts~~mine tooperator, ~~reach~~which ~~design~~contributed ~~gold~~the ~~production.~~operating ~~Operating~~plan ~~costs~~in ~~were~~exchange ~~above~~for ~~those~~a ~~predicted~~50% inshare of the ~~feasibility~~net ~~study.~~cash ~~The~~flow ~~spot~~generated ~~price~~by ofthe ~~gold~~project, ~~deteriorated~~after ~~from~~allowing ~~above~~for ~~$400~~acquisition incosts ~~early~~and ~~1996~~environmental tosinking ~~below~~fund ~~$300~~contributions. ~~per~~General ~~ounce~~Gold atoperated the ~~end~~mine offrom ~~1997~~March 1999 to July 2000. ~~This~~Pegasus, ~~combined~~through ~~with~~the ~~underperformance~~Deed Administrators, regained possession of various parts of the ~~project~~mine ~~and~~assets ~~higher~~to ~~operating~~recoup ~~costs~~the ~~led~~balance of purchase price owed to ~~the~~it. ~~mine~~Most ~~being~~of ~~closed~~the ~~and~~equipment ~~placed~~was onsold ~~care~~in ~~and~~June ~~maintenance~~2001 onand ~~November~~removed ~~14,~~from ~~1997~~the mine.

In ~~February~~March ~~1999~~2006, ~~General~~Vista ~~Gold~~acquired ~~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.~~MLs 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~~and ~~possession~~surface ofaccess ~~various~~rights ~~parts~~from of the ~~mine~~Jawoyn ~~assets~~Association inand ~~order~~entered tointo ~~recoup~~a ~~the~~contract ~~balance~~with ~~of purchase price owed to it. Most of~~ the ~~equipment~~NT ~~was sold in June 2001 and removed from the mine~~Government.

In March 2006, Vista acquired the concession rights from the Deed Administrators and surface access rights from the Jawoyn Association and entered into a contract with the NT Government.

Exploration Licenses

Since acquiring the Mt Todd ELs, Vista has conducted ~~an ongoing~~ exploration ~~program~~programs that ~~includes~~included 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~~Golden Eye, and Silver Spray, among others. During a review of Pegasus’ airborne geophysical survey data, five distinct magnetic highs were observed located within sedimentary rocks that should have a low magnetic signature. These features are remarkably similar to those at the Batman deposit, which, as a result of the included pyrrhotite, exhibits a strong magnetic high. The geophysical targets were prioritized following review of historical work in the area and site visits. To date, two of the geophysical targets, (Golden Eye and Snowdrop,) have ~~been~~had ~~drilled~~some drilling and a third, ~~Black Hill,~~ has been covered by soil sampling (Black Hill). The Wandie target has a different

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

There are no reportable mineral resources and mineral reserves on the ELs. No data from the ELs were used in the development of the Mt Todd FS results.

Exploration sampling summary:

Table of Contents

Year	Soils	Rock Chips
2008	0	164
2009	1,333	45
2010	3,135	224
2011	1,925	79
2012	2,312	295
2013	572	51
2014	2,601	143
2015	841	53
2016	241	27
2017	1,098	78
2018	341	132
2019	313	170
2020	278	9
2021	0	11
2022	60	556
2023	1,500	44
2024	0	0
Total Samples	16,550	2,081

magnetic signature, where field examination identified small-scale pits on an iron-rich outcropping. There are no reportable Mineral Resources or Mineral Reserves on the ELs, and no data from the ELs were used in the development of the Mt Todd FS results.

~~Exploration~~The ~~Potential~~quantity ~~for~~and ~~MLs~~type of exploration samples collected on the ELs is summarized in the following table.


Year	Soils	Rock Chips
2008 – 2015	12,719	1,054
2016 – 2020	2,271	416
2021	0	11
2022	685	71
2023	1,500	44
2024	0	0
2025	881	61
Total Samples	18,056	1,657

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 performed under the supervision of prior operators in conjunction with evaluation of the Batman pit and are discussed in the Mt Todd FS, as part of the overall Project sampling and assaying methodology.

Drilling

Batman Deposit

The ~~Batman~~Vista ~~deposit~~exploration ~~resource~~program ~~drillhole~~at ~~database~~the ~~consists~~Batman ofdeposit ~~both~~consisted ~~pre-Vista~~of ~~and~~diamond ~~Vista~~core drill holes. ~~All~~that oftargeted ~~the~~both ~~Vista~~infill ~~resource~~definitional ~~drill~~drilling ~~holes~~and ~~are HQ~~step-~~size~~out ~~core holes~~drilling. ~~Vista~~Historical ~~has~~drilling ~~drilled~~for athe ~~total~~Batman ofdeposit 96is HQsummarized ~~diamond~~in ~~drill holes totaling 52,424 meters. All of~~ the ~~Vista~~table ~~diamond drill core samples were sawn into half splits for assaying purposes~~below.

Batman Deposit Drilling History


Date	Reference	Holes (#)	Percussion (m)	Diamond (m)	Reverse Circulation (m)
1988	Truelove	17	1,475	—	—
1989	Kenny, Wegmann, Fuccenecco	133	6,263	8,562	3,065
1990	Wegmann, Fuccenecco, Gibbs	122	—	5,060	8,072
1991	Billiton	149	501	202	3,090
1992	Zapopan	18	—	1,375	1,320
1993	Zapopan	16	—	—	2,814
1994-1997	Pegasus	170	—	—	22,534
1998-2000	General Gold	105	—	7,436	26,365
2007	Vista	25	—	9,883	—
2008	Vista	16	—	8,938	—
2010	Vista	12	—	6,864	—
2011	Vista	15	—	7,063	—
2012	Vista	27	—	17,439	—
2015	Vista	5	—	3,185	—
2020-2022	Vista	26	—	8,887	—
2024	Vista	34	—	6,776	—
	Batman Total	890	8,239	91,670	67,260

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The pre-2007 exploration database (pre-Vista) consists of 730 drill holes, of which 226 are diamond drill holes and 504 are percussion drill holes. These drill holes total approximately 98,000 meters. 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 2017.~~ A large percentage of the historical drilling was by reverse circulation ~~(“RC”)~~drilling of less than 100 ~~meters~~m in depth. ~~The~~Vista’s RC drilling ~~was~~discovered ~~used~~a ~~for~~larger ~~ore~~Batman ~~grade~~Mineral ~~control~~Resource ~~during~~by ~~the~~probing ~~mining~~deeper ~~operations~~with ofdiamond ~~Pegasus~~drilling ~~and~~averaging ~~General~~550 ~~Gold~~m ~~Resources~~in depth. ~~Vista’s~~Most of the diamond drilling ~~discovered~~was aangled ~~larger~~to ~~Batman~~be ~~Deposit~~approximately ~~resource~~perpendicular byto ~~probing~~the ~~deeper~~mineralization. ~~with~~This ~~diamond~~orientation ~~drilling~~more ~~averaging~~accurately ~~550~~transects ~~meters~~the intrue ~~depth.~~thickness of the mineralization.

Batman Deposit Drilling History

Date	Reference	Holes (#)	Percussion (m)	Diamond (m)	RC(m)
1988	Truelove	17	1,475	—	—
1989	Kenny, Wegmann, Fuccenecco	133	6,263	8,562	3,065
1990	Wegmann, Fuccenecco, Gibbs	122	—	5,060	8,072
1991	Billiton	149	501	202	3,090
1992	Zapopan	18	—	1,375	1,320
1993	Zapopan	16	—	—	2,814
1994-1997	Pegasus Gold	170	—	—	22,534
1998-2000	General Gold Resources	105	—	7,436	26,365
2007	Vista	25	—	9,883	—
2008	Vista	16	—	8,938	—
2010	Vista	12	—	6,864	—
2011	Vista	7	—	4,480	—
2012	Vista	27	—	17,439	—
2015	Vista	5	—	3,185	—
2016-2017	Vista	4	—	1,635	—
1988-2017	Batman Total	826	8,239	75,059	67,260

~~Vista~~Eight ~~Drilling~~drill ~~2012~~holes –were completed for metallurgical testing in 2017-2018. These holes were not included in the Mineral Resource estimation due to a difference in the data collection and type. The data from the metallurgical drilling was used as a verification check of the Mineral Resource model estimation in section view.

~~Between~~Vista ~~the~~drilled ~~fourth~~additional ~~quarter~~holes ofduring ~~2012~~2020-2022 and ~~the~~2024. ~~end~~The of2024 ~~the~~drilling ~~first~~program ~~quarter~~consisted of ~~2017~~infill drilling at the Batman deposit, as well as step out drilling to define the ~~Vista~~mineralization ~~exploration~~in ~~program~~the atarea to the ~~Batman~~north ~~Deposit~~and ~~consisted~~northeast of 22the ~~diamond~~Batman ~~core~~deposit, ~~drillholes~~towards ~~containing~~the ~~12,530~~historical ~~meters~~Golf-Tollis ~~that~~pits. ~~targeted~~This ~~both~~area ~~infill~~has ~~definitional~~been ~~drilling~~named ~~and~~the ~~step~~South Cross Lode zone (“SXL”). The 2020-~~out~~2022 ~~drilling~~and 2024 holes were included in the Mt Todd FS.

~~The~~Four ~~majority~~drill ofholes ~~drilling~~were ~~was~~completed ~~angled~~for sometallurgical astesting toin belate ~~approximately~~2025 ~~perpendicular~~and toearly ~~the mineralized core~~2026. ~~This orientation more accurately transects the true thickness of the mineralization.~~ The ~~Batman Deposit mineralization forms a set of stacked plates that strike to the north and plunge steeply to the east. These~~ mineralized ~~zones~~intervals ~~have~~were ~~been~~assayed ~~defined by wireframes which are used~~ to ~~constrain~~assist 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~~selection ~~portions~~ of ~~the~~sample ~~Batman~~composites ~~Deposit.~~for ~~The positioning of~~ the ~~Vista~~testing ~~drillhole collars was constrained to be outside of the flooded historical pit~~program. ~~Most Vista drilling has been oriented so as to transect the higher-grade mineralized zone.~~

~~While~~Quigleys ~~there are random high-grade intercepts outside of the core zone, the majority of higher-grade mineralization resides in the core zone of the deposit.~~Deposit

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

~~The~~Relevant ~~table~~intervals ~~below~~of ~~shows~~mineralization ~~the~~are ~~Quigleys~~contained ~~Deposit~~within ~~drilling~~blanket-like ~~history~~zones which are modelled with 3-D wireframes for Mineral Resource estimation. ~~The~~Most ~~Quigleys~~of ~~Deposit~~the ~~was~~drilling ~~mined~~has ~~from~~been ~~1982~~angled to ~~1987~~be ~~during~~approximately ~~which~~perpendicular to the ~~largest~~mineralized ~~amount~~core zone. This orientation more accurately transects the true thickness of ~~drilling~~the ~~was~~mineralization. ~~percussion~~While ~~type~~there ~~used~~are ~~for~~random ~~ore~~high-grade intercepts outside of the core zone, most higher-grade ~~control~~mineralization resides within the defined zones. In 2011, Vista explored the potential for a deeper deposit with three diamond drill holes, each over 350 m in depth.

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 was 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)	RCReverse Circulation (m)
1975	~~Australian Ores and Minerals~~AOM/Esso	2	—	200	—
1981	Arafura Mining Corp / CRA	14	—	676.5	—
1982-1987	Pacific Gold Mines ~~NL (Small Scale Mining)~~	603	41,429	~~9710~~9,710	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
	Quigleys Total	631	41,930	11,878	4,013

Drilling Results

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

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2020-2022 Drilling Program Results and Exploration Targets

Between late 2020 and early 2022, we completed an exploration drilling program designed to demonstrate that the Batman, Golf Tollis, and Quigleys deposits are not independent of each other but connected by structure and mineralization. This program consisted of 26 drill holes totaling 8,887 ~~meters~~m of HQ diamond core. The program consistently intersected mineralization predicted by our geologic model and demonstrated both horizontal and vertical continuity of the targeted structures. Additionally, the program identified four quality exploration targets as well as other potential structures along a 5.4- Km portion of the 24- Km Batman-Driffield Trend that contains the Batman, Golf Tollis, and Quigleys deposits.

2024 Drilling Program Results and Exploration Targets

During 2024, we completed a drilling program designed to upgrade ~~mineral~~the ~~resources~~Mineral Resources, validate mineralization extension at the north portion of the Batman deposit and add gold ounces within the existing Batman resource shell, as well as define the boundaries of the SXL ~~zone, a known mineralized structure adjacent to the Batman core zone~~. This program consisted of 34 drill holes totaling 6,776 ~~meters~~m of HQ diamond core. The program consistently intersected mineralization within the Batman deposit resource shell and along ~~the~~ strike of the SXL. Results to date support the thesis that the structure remains open at depth and along the strike to the northeast of the concession.

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Sampling, Analysis and Data Verification

The ~~same~~following ~~sampling~~section ~~method~~describes ~~and approach has been used for all diamond drillholes completed by Vista at Mt Todd. The drill core, upon removal from~~ the ~~core barrel, was placed into plastic core boxes. The plastic core boxes were transported to the~~ sample preparation ~~building where the core was marked~~, ~~geologically~~analyses ~~logged, geotechnically logged, photographed,~~ and ~~cut~~security ~~into~~undertaken ~~halves.~~by ~~One-half~~Vista ~~was~~through ~~placed into sample bags as nominal one-meter sample lengths, and~~ the ~~other~~Mt ~~half~~Todd ~~retained~~FS ~~for~~Mineral ~~future~~Resource ~~reference~~update. ~~The only exception to this was when a portion of the remaining core had been flagged for use in the ongoing metallurgical test work.~~

The ~~bagged~~diamond ~~samples~~drilling ~~had~~program ~~sample~~was ~~tags~~conducted ~~placed~~under ~~both inside and on~~ the ~~outside~~supervision of ~~the~~Vista’s ~~sample~~geology ~~bags.~~staff ~~The~~composed ~~individual~~of ~~samples~~a ~~were~~chief ~~grouped~~geologist, ~~into~~several ~~“lots”~~experienced ~~for~~geologists, ~~submission to Northern Australian Laboratories Pty. Ltd. (“NAL”) for sample preparation~~ and ~~analytical testing. All of this work was done under the supervision of~~ a ~~Vista~~core ~~geologist~~handling/cutting crew.

~~The~~Facilities ~~following~~for ~~section~~the ~~describes~~core ~~the~~processing ~~sample~~included ~~preparation,~~an ~~analyses~~enclosed logging shed and ~~security~~a ~~undertaken~~covered bycutting ~~Vista~~and ~~through~~storage ~~the~~area Mtthat ~~Todd~~is FSfenced ~~resource~~in. ~~update~~Both of these facilities are considered to be limited access areas and kept secured when work is not in progress.

The diamond ~~drilling~~drill ~~program~~core was ~~conducted~~boxed ~~under~~and ~~the~~stacked ~~supervision~~at of the ~~geologic~~rig ~~staff~~by ~~composed of~~ the ~~exploration~~drill ~~manager,~~crews. ~~several~~Core ~~experienced~~was ~~geologists,~~transported ~~and~~directly ainto ~~core handling/cutting crew. When possible,~~ the ~~core~~logging ~~handling~~shed ~~crew~~by ~~was~~Vista ~~recruited locally~~staff.

~~Facilities~~Processing ~~for~~of the core ~~processing~~ included anphotographing, ~~enclosed~~geotechnical ~~core~~and geologic logging, ~~shed~~ and amarking ~~covered~~the ~~cutting~~core ~~and~~for ~~storage~~sampling. ~~area~~The ~~that~~nominal ~~was~~sample ~~fenced~~intervals inwere one meter. ~~Both~~When ofthis ~~these~~process ~~facilities~~was ~~were~~complete, ~~considered~~the tocore bewas ~~limited~~moved ~~access~~into ~~areas~~the ~~and~~core ~~kept~~cutting/storage ~~secured~~area ~~when~~where ~~work~~it was ~~not~~laid inout ~~progress~~for sampling. The core was laid out using the following procedures:

●

One meter depth intervals were marked out on the core by a member of the geology staff.

●

Core orientation (bottom of core) was marked with a solid line when at least three orientation marks aligned and used for structural measurements. When orientation marks were insufficient, an estimation orientation was indicated by a dashed line.

●

Lithology, mineralogy, alteration, and geotechnical logging was then done by a member of the Vista geology staff in the core logging facility. Assay intervals were selected at that time and a cut line was marked on the core. The standard sample interval was one meter, with a minimum of 0.2 m and a maximum of 1.2 m. The sample interval was selected to have the identified vein in the middle of the sample, when possible.

●

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.

●

Each core tray was photographed at a photography station, with a mounted camera, light and water sprayer, and then transported to the cutting area via a roller conveyor.

●

The core was then cut in half using diamond saws, with each interval half-core placed in sample bags with a sample tag.

●

The standards and blanks were also placed in the plastic bags for inclusion in the shipment to the laboratory, with a reference standard or a blank inserted at a minimum ratio of 1 in 10 and at suspected high grade intervals additional blanks sample were added.

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●

Standard reference material was sourced from Ore Research & Exploration Pty Ltd and provided in 60 g sealed packets. The standards were selected from the six commercially purchased standards at site, which are stored under refrigeration.

●

When a sequence of five samples was completed, they were placed in a shipping bag and closed with a zip tie. All samples were kept in the secure area until crated for shipping.

●

Samples were placed in crates for shipping with 100 samples per crate (20 shipping bags). The crates were stacked outside the core shed until transport.

●

Samples were delivered to the laboratory by Vista staff.

The ~~diamond~~following ~~drill~~laboratories ~~core~~have ~~was~~been ~~boxed~~used 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~~preparation, ~~was one meter to a maximum of 1.2 meters. When this process was completed~~analyses, ~~the core was moved into the core cutting/storage area where it was laid out for cutting~~ and ~~sampling.~~check ~~The core was logged using the following procedures~~assays:

● one-meter depth intervals were marked out on the core by a member of the geologic staff;


Laboratory	Address	Purpose	Abbreviation	Certifications
ALS \| Minerals	31 Denninup Way Malaga, WA 6090	Main assay analyses	ALS	ISO:9001:2008 and ISO 17025 Certified
ALS \| Minerals	13 Price St Alice Springs, NT 0870	Sample Preparation	ALS Alice Springs	ISO 9001:2008 and ISO 17025 Certified
Genalysis Laboratory Services (Intertek Group)	15 Davison St Maddington, WA 6109	Check Analyses	Genalysis	ISO/IEC 17025 Certified
North Australian Laboratories Pty. Ltd. (NAL)	MLN 792 Eleanor Rd Pine Creek, NT 0847	Alternative assay analyses	NAL	ISO 17025 Certified
NT Environmental Laboratories (Intertek Group)	3407 Export Dr Berrimah, NT 0828	Check Analyses	NTEL	ISO 17025 Certified

● core orientation (bottom of core) was marked with a solid line when at least three orientation marks aligned and were 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 0.2 meters and a maximum of 1.2 meters;

● Sample intervals were then indicated in the core tray at the appropriate locations; and

● each core tray was photographed and restacked on pallets pending sample cutting and stored on site indefinitely.

~~The~~Vista ~~core~~is ~~was~~independent ~~then~~of ~~cut using diamond saws with~~ each ~~interval~~of ~~placed~~the inabove alisted ~~pre-labeled~~analytical ~~sample~~testing ~~bag. At this time~~entities, ~~the~~other ~~standards~~than ~~and blanks were also placed in plastic bags for inclusion in~~ the ~~shipment.~~engagement ~~A reference standard or a blank was inserted at a minimum ratio~~ of 1said inentities 10as ~~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~~service ~~of four samples was completed, they were placed in a shipping bag and closed with a zip tie~~provider. ~~All of these samples were kept in the secure area until crated for shipping.~~

~~Samples~~Prior to the 2011 drilling campaign, the majority of samples were ~~placed~~transported first to ALS in ~~crates~~Alice Springs, NT for ~~shipping~~sample ~~with~~preparation. ~~approximately~~After ~~100~~preparation, samples ~~per~~were ~~crate~~then ~~(20~~forwarded ~~shipping~~on ~~bags)~~to ~~and~~ALS ~~sealed.~~in ~~The~~Malaga, ~~sealed~~Western ~~crates~~Australia ~~were~~for ~~stacked~~assay ~~outside~~analyses. ~~the~~One ~~core~~in ~~logging~~every ~~shed~~20 topulps beor ~~shipped~~rejects ~~and~~was ~~transported~~sent from ALS in Alice Springs to ~~the~~NAL, ~~laboratory~~and Vista was notified by ~~Vista~~email ~~employees.~~which samples were sent.

~~The~~For ~~following~~the ~~laboratories~~2011-2025 ~~have~~drilling ~~been~~campaign, ~~used~~samples for ~~sample~~assay ~~preparation~~were sent to NAL in Pine Creek, ~~analyses~~NT. At the end of each drilling campaign, Vista also submitted samples to Intertek in Darwin and ~~check~~Perth ~~assays:~~for confirmation of the NAL values. This umpire sampling is standard practice and meets the requirements for QA/QC on a project at this level.

The crushing equipment is cleaned between samples, and the laboratory processes one job at a time, to ensure that there is no cross contamination. LIMS software is used to track the samples and the results, as well as tracking the QA/QC standards for the facility. Certified standard material from Ore Research & Exploration Pty Ltd is utilized for QA/QC purposes for the laboratory.

The procedure defined by the Vista geology staff was to duplicate the fire assay of any sample that has an assay value greater than 10 ppm. Any discrepancies in the testing initiated a re-assay of the samples, before reporting data to Vista. Results were transmitted to the Vista geologist by email, including an un-editable PDF file, and an Excel file. Overall, the laboratory met the requirements for testing and was appropriate for samples of this type. Vista is completely independent of any analytical testing entity presented herein.

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Laboratory	Address	Purpose	Abbreviation	Certifications
ALS \| Minerals	31 Denninup WayMalaga, WA 6090	Main assay analyses	ALS	ISO:9001:2008 and ISO 17025 Certified
ALS \| Minerals	13 Price StAlice Springs, NT 0870	Sample Preparation	ALS Alice Springs	ISO 9001:2008 and ISO 17025 Certified
Genalysis Laboratory Services (Intertek Group)	15 Davison St Maddington, WA 6109	Check Analyses	Genalysis	Unable to verify
North Australian Laboratories Pty. Ltd.	MLN 792 Eleanor RdPine Creek, NT 0847	Assay analyses and Alternative assay analyses	NAL	ISO 17025 Certified
NT Environmental Laboratories (Intertek Group)	3407 Export DrBerrimah, NT 0828	Check Analyses	NTEL	ISO 17025

Each of the laboratories listed follow their own quality controls based on international standards and accredited methods specified by ISO/IEC 17025 in North America and Australia. The standards specify sample preparation procedures, analytical methods and set of quality control steps that the laboratory should follow, including:

●

How the sample should be coded to obscure its relationship to the drilling geometry.

●

How the received sample should be prepared.

●

The analytical steps to be taken.

●

Given the required detection level and material analyzed, what instruments should be employed.

●

Internal quality controls should be done such as: periodic assaying of duplicate samples, the insertion of certified calibration samples; utilizing blanks; and including a required number of randomized samples.

~~Vista~~Regarding isdata ~~completely~~verification, ~~independent~~this ofsection ~~each~~summarizes ofthe extensive verification efforts undertaken from 2007 to 2024, highlighting the ~~above~~methodologies ~~listed~~employed ~~analytical~~to ~~testing~~validate ~~entities~~both historical and recent assay results. Through systematic audits, ~~other~~inter-laboratory ~~than~~comparisons, and quality control measures, these verification activities ensure that the ~~engagement~~assay ofdata ~~said~~used ~~entities~~for asMineral aResource ~~service~~modeling ~~provider~~meets the various requirements for gold projects.

~~Each~~In 2007, a verification exercise was conducted as part of the ~~laboratories~~exploration ~~listed~~program ~~follow~~to ~~their~~validate ~~own~~historical ~~quality~~assay ~~controls~~results ~~based~~and onensure ~~international~~compliance with reporting standards. ~~For~~for ~~example,~~Mineral ~~ALS~~Resources. ~~uses~~This ~~accredited~~program ~~methods~~included ~~specified~~re-assaying bya ~~ISO/IEC~~portion ~~17025~~of inhistorical ~~North~~drill ~~America~~holes and ~~Australia~~analyzing new core drill holes. ~~The~~A ~~standards~~multi-phase ~~specify~~approach awas ~~recipe~~implemented ~~and~~to ~~set~~assess the accuracy of ~~quality~~gold ~~control~~assays ~~steps~~generated ~~that~~by ~~the~~NAL ~~laboratory~~on ~~should~~Mt ~~follow~~Todd ~~including~~core ~~how~~samples. ~~the~~The ~~sample~~phases ~~should~~included becross-checking ~~coded~~assay tostandards ~~obscure~~between ~~its~~NAL ~~relationship~~and toALS, ~~the~~preparing ~~drilling~~and ~~geometry;~~assaying ~~how~~intervals ~~the~~of ~~received~~remaining ~~sample~~half-core, ~~should~~and beconducting ~~prepared;~~screen ~~what~~sieve ~~analytical~~assay ~~steps~~analysis ~~need~~of becoarse ~~taken,~~reject ~~given~~samples. ~~the~~The ~~required~~findings ~~detection~~indicated ~~level~~that ~~and~~finer material ~~analyzed,~~tended ~~what~~to ~~instruments~~yield ~~should~~higher ~~be employed~~grades, ~~what~~which ~~internal~~were ~~quality~~lost ~~controls~~during ~~should~~handling. beConsequently, ~~done~~Vista ~~such~~adopted ~~as:~~commercial ~~periodic~~polyester ~~assaying~~sample ofbags ~~duplicate~~to ~~samples,~~mitigate ~~the~~this ~~insertion~~issue. ofThe ~~certified~~inter-laboratory ~~calibration~~analyses ~~samples;~~demonstrated ~~utilizing~~strong ~~blanks;~~reproducibility ~~and~~across ~~including~~all atests, ~~required~~particularly ~~number~~at grade ranges typical of ~~randomized~~the ~~samples~~deposit.

MtIn ~~Todd~~2011, asan aexternal ~~gold~~audit ~~project~~by ~~requires~~Mine ~~assays~~Development toAssociates bereviewed ~~done with~~ the ~~industry~~quality ~~standard~~ of ~~fire~~12,365 ~~assay.~~assays Toin ~~get these fire assay results core samples from drillholes are split at Mt Todd into two with one archived and~~ the ~~other sent to an analytical laboratory. At the lab the sample is pulverized into a powder~~database, ~~with~~focusing aon ~~subsample~~records ~~taken~~related ~~for~~to ~~fire~~in ~~assay.~~situ ~~This subsample is then mixed with a fluxing agent~~mineralization. The ~~remaining~~review ~~pulverized~~revealed ~~material~~that is95% ~~called~~of athese ~~pulp~~records ~~archive,~~had ~~which~~corresponding ~~can~~gold bevalues ~~used for within and between laboratory validations. The chosen sample is then heated~~ in asource ~~furnace where it fuses and separates into a “button” which contains the gold~~documents. ~~There~~Among ~~are several methods to extract~~ the ~~gold~~historical ~~from~~assays, ~~the~~eight ~~button.~~significant ~~The~~outliers ~~most~~were ~~common~~identified, ~~method~~confirming isdiscrepancies bybetween ~~combining~~ the ~~button~~database ~~with~~and ~~lead~~source ~~as a collector~~documents. The ~~lead~~audit ~~oxidizes~~concluded ~~and~~that ~~is absorbed into a cupel leaving a gold bead. Due to~~ the ~~relatively~~historical ~~low~~and ~~concentration~~Vista ofassays gold at Mt Todd the lab must choose an analytical method able to detect at least 5ppb gold. The methods are generally by atomic absorption or inductively coupled plasma-mass spectrometry. The bead is dissolved in ~~aqua regia or dissolved in hydrochloric acid and then analyzed by~~ the ~~selected instrument. The resultant assay values are reported by an assay certificate which is electronically or physically sent to the staff at~~ Mt Todd. ~~The~~database ~~assay results~~ are ~~entered~~reliable ~~with~~for ~~the~~Mineral ~~drilling~~Resource ~~database~~modeling.

AFor ~~comprehensive~~the ~~check~~March of2018 ~~the~~Mineral ~~quality~~Resources ~~of 12~~estimates,~~365~~ ~~assays~~Tetra inTech ~~the~~conducted ~~database~~a ~~was~~detailed ~~undertaken~~verification byof anthe ~~outside~~assay ~~auditor.~~database, ~~Records~~which ~~were~~included ~~selected~~results from ~~among~~the ~~those~~2012-2017 ~~that~~exploration ~~relate to mineralization that is still in situ~~programs. ~~These~~This ~~were~~involved ~~divided~~comparing ~~into~~assay ~~three~~results ~~subsets,~~with tolaboratory becertificates ~~checked~~and byreviewing ~~three~~field ~~individual~~QA/QC ~~checkers~~samples. AnThe ~~additional~~analysis ~~1,812~~of ~~records~~13 ~~were~~drill ~~spot-checked~~holes infrom ~~greater~~the ~~detail~~2012 byprogram aand ~~fourth~~nine ~~individual.~~from ~~After~~ the ~~checking~~2015-2017 ~~was~~programs ~~done,~~showed ~~from~~no ~~the~~significant ~~original 12~~errors,~~365~~ ~~records,~~although ~~95%~~one ~~were~~drill ~~selected~~hole ~~that~~ had ~~gold~~erroneous ~~value~~selenium ~~in the database and a gold assay in a source document such as an assay certificate. Of the assay pairs~~results, ~~8,549~~which were ~~“historical”~~corrected. inA ~~the~~spot-check ~~sense~~ of ~~dating~~approximately ~~prior~~14% ~~to Vista’s acquisition~~ of the ~~project~~database ~~and~~against ~~3,262~~laboratory ~~assay~~certificates ~~pairs~~confirmed ~~originate~~a ~~with~~100% ~~Vista’s~~correlation ~~work~~of reported values. ~~For~~Field ~~context,~~QA/QC Mtsamples ~~Todd~~were ~~assay~~also ~~table~~analyzed, asrevealing ofthat ~~August~~the ofmajority ~~2011~~fell ~~contained~~within ~~118,550~~acceptable ~~records~~limits, ~~26,579~~with ofonly ~~them~~a ~~originating~~few ~~from Vista’s work~~exceptions.

~~Eight~~The ~~significant~~verification ~~outliers~~process ~~were~~continued ~~found~~through ~~with~~the ~~gold~~2020 ~~values~~to in2022 ~~the~~program, ~~database~~where ~~that~~each ~~differed~~sample ~~from~~interval ~~the~~was ~~source~~assayed ~~documents~~at NAL. ~~Those~~Assays ~~eight~~for ~~were~~gold ~~double-checked and~~ were ~~found~~conducted tousing befire ~~real~~assay ~~cases~~methods, ofwith ~~the~~additional ~~database~~multi-element ~~containing~~analyses ~~data that differ from the source documents~~performed. ~~The~~Independent ~~below~~laboratory ~~table~~checks ~~shows~~by ~~that~~Intertek ~~most~~Genalysis ofPerth ~~the~~(INT) ~~differences~~were ~~between~~also ~~the~~carried ~~gold~~out ~~values~~to infurther ~~the~~validate ~~database and those gleaned from~~ the results.

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source documents are very small, although around economic cutoff grades the differences may well represent large percentages. More than 99% of the differences fall in the range -0.1 ppm Au to +0.1 ppm Au which is below the 0.4 ppm cutoff grade. However, a Mann-Whitney Test suggests that the differences between the two populations are not statistically different.

~~Prior~~In to2024, ~~the~~Tetra ~~2011~~Tech ~~drilling~~professionals ~~campaign,~~visited the ~~majority~~NAL offacility ~~samples were transported first~~ to ~~ALS~~observe inthe ~~Alice~~ongoing ~~Springs,~~processing NTof ~~for sample preparation. After preparation,~~ samples ~~were then forwarded on to ALS in Malaga, Western Australia for assay analyses. One in every 20 pulp or reject was sent~~ from ~~ALS~~the ~~in Alice Springs to NAL,~~ Vista ~~was~~2024 ~~notified~~drill byprogram. ~~email~~The ~~which~~verification ~~samples~~procedures ~~were~~adhered ~~sent~~ to ~~NAL. For~~ the ~~2011-2012~~standards ~~drilling~~outlined ~~campaign samples for assay were sent to NAL lab~~ in ~~Pine~~S-K ~~Creek, NT~~1300. ~~Check~~The ~~assays on one in every 20 pulps or rejects were completed by NT Environmental Laboratories. Following completion of~~ assay results, ~~all~~were ~~pulps~~meticulously ~~and~~entered ~~reject~~into ~~material~~the ~~were~~database ~~shipped~~after ~~back~~thorough tochecks ~~the~~by ~~Project~~Vista's ~~site~~senior ~~and stored~~geologist.

Comparison of Assay Values between the Database and Source Documents

Center of Cell Range in ppm
Au	Frequency	Percent	Cumulative
(+/- 0.1 ppm Au)			Percent
-1.2	0	0.00	0.00
-1	0	0.00	0.00
-0.8	1	0.01	0.01
-0.6	0	0.00	0.01
-0.4	0	0.00	0.01
-0.2	3	0.04	0.05
0	8,539	99.88	99.93
0.2	5	0.06	0.99
0.4	0	0.00	99.99
0.6	0	0.00	99.99
0.8	0	0.00	99.99
1	0	0.00	99.99
1.2	1	0.01	100.00

Differences with no rounding or truncation of data

The tables show the comparison of the gold grade assays within the database and source documents. One of the three data sets checked contained 3,262 assays from drilling campaigns by Vista in 2007 and 2008. Checks of the Vista data against original sources were done by one individual, using essentially the same procedures as had been used for checking the historical assays. A summary table of the findings is presented below. Of the 12 differences noted, two are significant. A gold value of 0.005 ppm Au in the database compared to the correct gold value of 0.8 ppm Au. A gold value of 1.08 ppm Au in the database compared to the correct gold value of 0.01 ppm Au. In addition, a separate detailed audit was done on 638 assays on Vista drillhole VB08-036. This audit shows that discrepancies within the database on the global resource estimate are not material.

44Quality control samples, including CRMs and blanks, were incorporated into the sampling sequence to monitor for contamination and ensure data integrity. The results from the independent laboratory checks indicated a strong correlation with NAL's assays, affirming the reliability of the data for the Mineral Resource estimation at Mt Todd.

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Summary of Comparisons of Historical Assays

Historical Assays	Au in PPM		Differences, Source - Database in PPM
		Database		Source
Average	0.79	0.70	0
Std Dev	1.48	1.48	0.01
Count	1171	1171	565
Max	33.44	33.45	0.255
Min	0.005	0.005	-0.29
Median	0.3	0.3	0
Differences > 0.01 ppm Au			20
Differences < 0.01 ppm Au			4

Summary of Comparisons of Vista Assays

Vista Assays	Au in PPM		Differences, Source - Database in PPM
		Database		Source
Average	0.79	0.78	0
Std Dev	1.89	1.89	0.02
Count	3262	3262	12
Max	55.37	55.37	0.79
Min	0.005	0.005	-1.07
Median	0.26	0.26	0
Differences > 0.01 ppm Au			3
Differences < 0.01 ppm Au			6

The Company requires periodic rechecking of assays both within and between laboratories. As described by the previous Vista QP, an example, prior to the 2011 drilling campaign, the majority of samples were transported first to ALS in Alice Springs, NT for sample preparation. After preparation, samples were then forwarded on to ALS in Malaga, WA for assay analyses. One in every 20 pulps or rejects was sent from ALS in Alice Springs to NAL, Vista was notified by email which samples were sent to NAL. For the 2011-2012 drilling campaign samples for assay were sent to NAL lab in Pine Creek, NT. No bias in assays was found with a slope of 0.992 and a correlation of 99%. There was only one significant difference that was detected from a total of 2,948 comparisons. The Company’s assaying protocols are observed and required for every assay program, regardless of whether the exploration work is for resource estimation or metallurgical testing.43

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Sample Security

NAL iswas the primary laboratory weused ~~use~~ for ~~analysis~~Vista’s ofdrilling ~~drill core assays~~programs. The NAL laboratory is located in the town of Pine Creek, approximately 5065 ~~kilometers~~km distant by road from ~~the~~Mt ~~Project~~Todd site. ~~Samples~~A ~~were~~sample ~~picked~~transmittal upform was prepared and ~~transported~~included bywith ~~NAL~~each ~~employees~~shipment and a copy is filed in the geologist office on site.

~~Sample~~When ~~shipments~~a ~~were~~shipment ~~scheduled~~leaves ~~for~~the ~~approximately~~site, ~~once~~sample atransmittals ~~week.~~were ~~The~~prepared ~~sealed~~and ~~crates~~e-mailed ~~were~~to ~~picked~~NAL. upWhen onthe ~~site~~shipment byarrived ~~NAL~~at ~~for~~the ~~direct~~preparation ~~road~~facility ~~transport~~the tosamples ~~the~~were ~~assay~~lined ~~lab.~~out Aand ~~sample~~a ~~transmittal~~confirmation ~~form~~of sample receipt was ~~prepared~~e-mailed ~~and~~back ~~included~~to ~~with~~Vista. ~~each~~Following ~~shipment~~completion of assay results, all pulps and areject ~~copy~~material was ~~filed~~shipped inback to the ~~geology~~Project ~~office~~site onand ~~site~~stored.

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~~When~~Vista ~~the~~has ~~shipment~~completed ~~left~~more ~~site~~than 60,000 ~~sample~~m ~~transmittals~~of ~~were~~core ~~prepared~~drilling ~~and~~in ~~e-mailed~~the toBatman ~~NAL.~~deposit, ~~When~~to verify the ~~shipment~~approximately ~~arrived~~98,000 atm ~~the~~of ~~preparation~~historical ~~facility~~drilling. ~~the~~Statistical ~~samples~~analysis ~~were~~of ~~lined~~the ~~out~~various drilling populations and aQA/QC ~~confirmation~~samples ofhas ~~sample~~not ~~receipt~~identified ~~was~~or ~~e-mailed~~highlighted ~~back~~any reasons to ~~Vista~~not accept the data as representative of the tenor and grade.

~~Statistical~~Mining analyses of the various drilling populations and quality assurance/quality control samples have neither identified nor highlighted any reasons to not accept the data as representative of the tenor and grade of the mineralization estimated at the Batman deposit.Operations

~~Maria~~The ~~Vallejo~~Mt ~~Garcia,~~Todd ~~Vista’s~~FS ~~Director~~contemplates ofthat ~~Projects~~the ~~and~~Batman ~~Technical~~deposit ~~Services,~~will ~~and~~be amined ~~designated~~in ~~qualified~~eight ~~person~~stages asusing ~~defined~~a byconventional ~~S-K~~truck ~~1300~~and ~~under~~excavator ~~the~~approach ~~Exchange~~with ~~Act~~all ~~and~~material NIrequiring ~~43-101,~~drilling ~~has~~and ~~verified~~blasting ~~the~~for ~~data~~fragmentation ~~disclosed~~prior into ~~this~~excavation. ~~document,~~Mining ~~including~~operations ~~sampling,~~will ~~analytical~~be ~~and~~undertaken ~~test~~via ~~data~~contract ~~underlying~~mining with the ~~information~~contractor ~~contained~~utilizing in400 ~~the~~tonne ~~disclosure~~class excavators and 190 tonne class rigid frame trucks.

~~Mining~~Multiple ~~Operations~~stages will be developed at any one time to manage mill feed tonnage and grade requirements, waste movement and stockpile balances.

AsOre ~~defined~~material inwill ~~the~~be Mtdesignated ~~Todd~~as FShigh grade, ~~the~~medium ~~Project~~grade, isor ~~designed~~low tograde bewith aapproximately ~~large~~15 ~~open-pit~~ktpd ~~mining~~being ~~operation~~fed ~~that~~to ~~will~~the ~~utilize~~processing ~~large-scale~~plant. ~~mining~~High ~~equipment~~and inmedium agrade ~~drill/blast/load/haul~~material ~~operation.~~not ~~Ore~~fed isdirectly ~~planned~~ to bethe ~~processed~~processing inplant awill ~~comminution~~be ~~circuit~~stockpiled ~~consisting~~on ~~of large-scale equipment, including:~~ a ~~gyratory~~run ~~crusher,~~of ~~cone~~mine ~~crushers,~~pad ~~high~~adjacent ~~pressure~~to ~~grinding~~the ~~roll~~processing ~~(“HPGR”) crushers followed by X-ray transmission (“XRT”) and laser sorting, and primary ball mills, followed by VXP Mills, as discussed in greater detail below~~plant. ~~Vista~~Low ~~plans~~grade tomaterial ~~recover~~will ~~gold~~be inplaced on a ~~conventional~~dedicated ~~CIP~~low-grade ~~recovery circuit~~stockpile.

Based on its sulfur content, waste material will be classified as non-acid forming or potentially acid forming (“PAF”) with management plans and dumping strategies in place to ensure containment of the PAF material on a single waste rock landform. Mined unclassified waste material with no sulfur assays will be deemed as low level PAF.

Mineral Processing

The ~~flowsheet~~Mt ~~consists~~Todd ofprocessing ~~open-circuit~~facility ~~primary~~has ~~crushing,~~been ~~closed-circuit~~designed ~~secondary~~to ~~crushing,~~process ~~closed-circuit~~15 ~~tertiary~~ktpd ~~crushing~~of ~~using~~hard ~~HPGR crushers,~~ ore ~~sorting,~~from ~~two-stage~~the ~~grinding,~~Batman ~~cyclone~~open ~~classification~~pit, ~~pre-leach~~equating ~~thickening,~~to ~~leach~~an ~~and~~annualized ~~adsorption,~~throughput ~~elution~~rate ~~electrowinning~~of ~~and smelting, carbon regeneration, tailings detoxification and disposal to conventional tailings storage facility~~5.325 Mtpa.

The processing facility unit processes are based on well-proven technologies for gold recovery and treatment of hard ore, following a processing circuit consisting of:

●

Primary crushing in open circuit using a gyratory crusher to produce a nominal product P₈₀ of 120 mm.

●

Secondary crushing incorporating a cone crusher operating in closed circuit with a double deck vibrating screen to produce a nominal circuit product P₈₀ of 30 mm.

●

Coarse ore stockpile (COS) with reclaim via apron feeders.

●

Tertiary crushing circuit incorporating a HPGR in closed circuit with two double deck wet vibrating screens to produce a nominal circuit product P₈₀ of 3.25 mm.

●

Sorting the HPGR product screen top deck oversize -29.5+16 mm fraction with a single stage of XRT ore sorters.

●

Primary grinding in an overflow ball mill operating in closed circuit with hydro-cyclones to a produce P₈₀ of 250 µm.

●

Secondary grinding utilizing four Vertimill mills operating in parallel to produce P₈₀ of 40 µm.

●

Pre-leach thickening to produce an underflow of increased pulp density suitable for leaching.

●

Conditioning/pre-oxidation of the leach feed slurry with lead nitrate and oxygen in two agitated pre-conditioning/oxidation tanks.

●

Direct cyanide leaching and adsorption in a hybrid CIL circuit comprising two leach tanks followed by six adsorption tanks.

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●

Acid washing and elution of the loaded carbon in a split AARL elution circuit, and thermal regeneration of the barren carbon prior to its return to the CIL circuit.

●

Smelting of cathode sludge from electrowinning to produce the final gold doré product.

●

Detoxification of leach tailings via the Air/SO2 process.

●

Transfer of the final tailings to the TSF for deposition with the supernatant water recovered from the surface of the TSF for re-use in the process plant.

~~The~~An overall schematic flowsheet ~~for~~depicting the ~~Project~~unit operations incorporated in the selected process flowsheet is ~~illustrated~~presented below.

Metallurgical Testing

~~Our~~No new metallurgical test work ~~programs~~has ~~have~~been ~~confirmed:~~completed ~~(1)~~since ~~ore~~2019. ~~hardness~~The ofCompany ~~the Batman deposit~~ is ~~consistent~~currently ~~throughout~~undertaking ~~the~~a ~~deposit~~metallurgical ~~and~~testing ~~does~~program ~~not~~to ~~change~~provide atdata ~~depth;~~for ~~(2)~~detailed ~~the~~engineering ~~selection~~and ofdesign, ~~HPGR~~with ~~crusher~~results ~~technology~~expected asmid-year ~~part~~2026. Consideration of the ~~comminution~~results ~~circuit; (3) the selection~~ of ~~ore~~our ~~sorting technology to eliminate low-grade material after crushing and~~ prior tometallurgical ~~grinding;~~testing ~~(4)~~resulted ~~estimated~~in ~~gold~~the ~~recovery~~process ~~rates~~flowsheet ~~based~~presented onabove. ~~optimized~~The ~~grind~~only ~~size~~significant ~~and~~change ~~leach~~to ~~conditions; and (5)~~ the ~~processing~~process offlowsheet ~~material~~between ~~from~~ the ~~historical~~2024 ~~heap~~FS ~~leach~~and ~~pad~~the atMt ~~the~~Todd ~~end~~FS ofwas the ~~proposed~~exclusion ~~life~~ of ~~mine~~laser sorting.

Our metallurgical testing programs have confirmed: (1) ore hardness of the Batman deposit is consistent throughout the deposit; (2) the selection of HPGR crusher technology as part of the comminution circuit; (3) the selection of ore sorting (XRT) technology to eliminate waste material after crushing and prior to grinding; (4) estimated gold recovery rates based on optimized grind size and leach conditions; and (5) the processing of material from the historical heap leach pad at the end of the proposed life of mine.

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The test work results collated from the 2011 and 2012 testing campaigns and additional metallurgical and process test work conducted in 2016, 2017, 2018, and 2019, together with the process design criteria, were used to develop the process flow sheet and mass balance.

Ore Hardness

Bond ball mill work indices (“BWi”) were determined at a grind size of P₈₀ of 100 mesh for the various products, namely HPGR crusher, ore-sorting, composite samples and waste material.

The test results indicate the following:

● The BWi for the ore sorter feed (~~plus~~ +5/8” screened HPGR crusher product) was higher than the composite samples prepared from the ~~minus~~ -5/8” screened HPGR crusher product. Hence, it is reasonable to conclude that the uncrushed material from the HPGR is harder than the crushed product.

● The rejected waste material had a BWi higher than both the composite sample prepared from the ~~minus~~ -5/8” HPGR crusher product and the XRT ore sorting product that is returned to the HPGR crushers.

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●

The BWi for the final HPGR product ranged from 23.10 to 26.63. A BWi of 24.50 was selected for the design of the primary ball mill circuit.

The results of this test work support two main conclusions: (1) that the hardness of ore at the Batman deposit is relatively constant; and (2) that ore hardness at the Batman deposit does not change at depth.

This test work validates the Company’s prior test work and supports Vista’s revised comminution circuit design, which is designed to crush and grind material with an average BWi of 26.2 kWh/t.

HPGR Crusher Selection

The proposed ~~50,000~~15 ~~tpd~~ktpd project comminution circuit incorporates the use of a gyratory crusher ~~and~~followed ~~two~~by secondary cone ~~crushers~~crushing. ~~for~~Secondary ~~the~~crushed ~~primary~~ore ~~and~~will ~~secondary~~be ~~stages,~~further ~~respectively,~~crushed ~~and~~by ~~the~~a ~~use~~tertiary ofstage ~~two~~ HPGR ~~crushers~~to asproduce ~~the~~a ~~third-stage~~ball ofmill feed. XRT ore sorting has been included on the ~~crushing~~HPGR circuit.

~~The~~HPGR ~~test~~testing ~~work~~was ~~assessed~~conducted in 2018, the ~~difference~~drill incore ~~power~~was ~~requirements~~HPGR ~~between~~crushed aand ~~primary~~screened at 16 mm (5/~~SAG/ball~~8”) ~~mill~~at ~~circuit,~~the afacilities ~~conventional~~of ~~3-stage~~Thyssen ~~crush/ball~~Krupp ~~mill~~Industries ~~circuit~~near Dusseldorf, ~~and~~Germany. aHPGR ~~3-stage~~testing ~~HPGR~~was ~~crush/ball~~also ~~mill~~conducted ~~circuit~~at ~~(with~~Weir ~~3rd~~Metals. ~~stage~~The ~~HPGR~~screened ~~crushing~~+16mm ~~and~~material ~~2-stage~~was ~~grinding)~~sent to ~~generate~~the atest ~~P80~~facility ~~passing~~of 40Tomra μmSorting ~~product~~Solutions near Hamburg, Germany.

~~This~~The test work ~~also~~confirmed ~~confirms our~~ prior test work and supports ~~our~~the comminution circuit design. The use of HPGR crushers is anticipated to (a) produce a product that can be ground more efficiently (lower BWi); and (b) reduce energy requirements when compared to a SAG Mill design.

The crushing circuit design utilizing a primary gyratory crusher, secondary cone crusher and HPGR tertiary crushing is robust, proven technology to generate a grinding circuit feed F80 size of 3.25 mm.

Ore Sorting

The bulk ore sorting tests comprised four, five-tonne composites; and one, one-tonne composite prepared from 3.75" drill core. In addition to these composites, three one-tonne composites were made from 2.75” drill core. Four of the 3.75” composites contained predominately sulfide mineralization and one composite contained mixed oxide/sulfide material that is encountered on the periphery of the deposit. The remaining three 2.75” drill core composites all contained sulfide material. The drill core was HPGR crushed and screened at 5/8” at the facilities of Thyssen Krupp Industries near Dusseldorf, Germany. The plus 5/8” material was sent to the test facility of Tomra Sorting Solutions near Hamburg, Germany where this material was initially sorted using XRT sorting. A total of 12 sorting tests were completed. The XRT rejects were then subjected to laser sorting to produce a final reject. All material (minus 5/8” HPGR crushed, XRT product, laser product and sorting reject) was sent to the metallurgical laboratory of Resource Development Inc. (now Forte Dynamics Laboratory) in Wheat Ridge, Colorado for subsequent sample preparation, assaying and additional metallurgical testing.

OnThe a+16 mm ~~material~~composite ~~mass~~fractions ~~basis,~~were ~~the~~sent ~~combined~~to ~~XRT~~the ~~and~~Tomra-Outotec ~~laser~~for ore sorting ~~tests~~assessment. ~~confirmed~~The ~~the~~fractions ~~Company’s~~were ~~expectation~~weighed ~~that~~on itarrival ~~can~~and ~~reject~~washed ~~approximately~~to ~~10%~~remove offines ~~the~~which ~~run-of-mine~~were ~~feed~~accounted asfor ~~waste~~within ~~(test~~the ~~results~~mass ~~range from 6~~balance.8% toThe ~~11.0%).~~composites ~~The~~were ~~average~~split ~~grade~~into ofequal ~~the~~fractions ~~rejected~~with ~~material~~each isfraction ~~estimated~~subjected to betwo-step ~~0.12~~sorting gdesign ~~Au/t~~to ~~(results~~separate ~~range~~gold ~~from~~bearing ~~0.06~~sulfide gmineralization ~~Au/t~~and toquartz ~~0.23~~from gnon-fold ~~Au/t)~~bearing ~~compared~~waste tomaterial. ~~the~~The ~~mine~~first ~~cut-off~~step ~~grade~~used ofXRT ~~0.35~~to gseparate ~~Au/t,~~material ~~resulting~~based inon adensity ~~gold~~to ~~loss~~target ~~from~~ the ~~rejected~~gold ~~waste~~bearing ofsulfide ~~approximately~~material ~~1.3%.~~with ~~The~~a ~~improvement~~higher inspecific ~~mill~~gravity. ~~feed~~Two ~~grade~~different issensitivities ~~expected~~were totested be(2% ~~approximately~~and 85%,). ~~resulting~~The insecond ~~run-of-mine~~stage ~~average~~used ~~mill~~laser ~~feed~~to ~~grade~~separate ofout ~~0.84 g Au/t compared to~~ the ~~life-of-mine~~quartz ~~Batman~~(gold ~~Pit~~bearing) ~~mineral~~mineralization ~~reserve~~from ~~grade~~the ofgangue ~~0.79~~non-gold gbearing ~~Au/t~~waste.

On a material mass basis, sorting tests confirmed that a single-stage XRT sorting circuit is expected to:

●

reject approximately 8% of the run-of-mine feed as waste; and

●

produce a gold loss from the rejected waste of approximately 1.7%.

Gold Recoveries

WeA ~~evaluated~~series ~~gold~~of ~~recoveries~~batch ~~using~~leach ~~two-stage~~tests ~~grinding~~were ~~and~~performed aon ~~finer~~six ~~product~~composites ~~size.~~to ~~This~~evaluate ~~test~~the ~~work~~effect ~~has~~of ~~confirmed~~feed ~~that~~grade ~~the~~against ~~introduction~~gold ofextraction ~~ore~~at ~~sorting~~various togrind ~~reduce~~sizes at the ~~leach~~ALS ~~tonnage~~Metallurgy byLaboratory ~~approximately~~in ~~10%~~Australia. ~~and~~A ~~finer~~total ~~grinding~~of to123 ~~P80~~tests ofwere 40conducted µmincluding ~~yields~~duplicate antests. ~~increase~~Alternative inmilling ~~recovery~~types towere ~~91.6%~~also onapplied ato ~~weighted-average~~the ~~basis~~test procedure, ~~net~~utilizing ofan ~~solution~~FLS ~~losses.~~VXP mill, IsaMill and a

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Lab steel ball mill.

AThe ~~total~~tests ofdemonstrated 71that ~~additional~~gold ~~leach~~extraction ~~tests~~is ~~were~~size ~~completed~~dependent, ~~using~~increased gold extraction was recorded with finer grind size. In the ~~above~~same ~~mentioned~~manner, ~~two-staged~~a ~~grinding~~correlation that relates mill feed gold grade to ~~confirm~~gold ~~our~~extraction ~~resulting~~was derived from the historical leach test work for predicting gold recoveries ofin ~~91.9%,~~the ~~net~~plant ofaccording ~~solution~~to ~~losses~~the production schedule. ~~This~~The test ~~work~~results ~~has~~from ~~also~~both ~~confirmed~~the a2018 ~~cyanide~~and ~~consumption~~2019 ~~rate~~leach oftests were used to derive the gold recovery model, based on mill feed gold grade. The samples selected for gold head grade analysis ranged from 0.886 kgg/t ~~per~~to ~~tonne~~2.1 g/t Au. Tests done on samples reported grind sizes well below the design P80 size of 40 µm were excluded from the assessment.

48A carbon adsorption efficiency of 99.1% for gold has been factored for an average gold recovery of 89.9% (net of solution loss) based on mill feed from the life of mine average gold head grade of 0.97 g Au/t. This equates to 88.5% based on the processing plant feed.

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Our recovery plant design utilizing a conventional, industry-proven, CIP circuit remains unchanged.

Existing Heap Leach Pad

InA ~~addition~~historical toheap ~~analysis~~leach ofpad ~~freshly-mined~~adjacent ~~material~~to ~~from~~ the ~~Batman~~current ~~deposit,~~Mt ~~Vista~~Todd ~~has~~pit was analyzed ~~the~~for ~~potential~~gold. toThe ~~process~~heap ~~nearly~~leach ~~13.4~~pad ~~million~~is ~~tonnes~~a remnant of ~~material~~the ~~from~~Pegasus ~~the~~operation, ~~existing~~pre-2006. The heap leach pad’s atgeometry Mtwas ~~Todd.~~analyzed ~~The~~using historical Mtmaps ~~Todd~~to ~~mine~~determine ~~started~~the aspile abottom ~~heap~~and ~~leach~~current ~~operation~~surveys ~~with~~of ~~historical~~the ~~records~~present-day ~~indicating~~surface. ~~that~~This ~~the~~work ~~average~~produced ~~grade~~two ofsurfaces ~~material~~which ~~placed~~were onused ~~the~~to ~~pad~~calculate ~~was~~the ~~0.96~~volume gof ~~Au/t~~the pile. ~~Although~~The ~~the~~concentration ~~material~~of gold was ~~partially~~analyzed ~~leached~~with in24 ~~the~~vertical ~~mid-1990s,~~drillholes ~~Vista~~separated ~~has~~by ~~drilled~~approximately 24100 ~~air-rotary~~m. ~~holes~~Density ~~into~~was ~~the~~measured ~~heap~~using ~~leach~~a ~~pad~~dual ~~and~~density ~~assayed~~sidewall ~~361~~gamma ~~samples~~probe. A total of 1,162 ~~and~~samples ~~Tetra~~were ~~Tech~~collected ~~created~~from a11 3Ddrill ~~resource~~holes, ~~model~~and ~~that~~the ~~has~~density anwas ~~average~~estimated ~~grade~~to ofbe 02.5401 gfor ~~Au/t~~the heap leach pad material.

~~Initial~~A ~~evaluation~~nearest ~~efforts~~neighbor ~~focused~~method onwas ~~re-starting~~employed to estimate grades within the heap leach pad. ~~Bottle~~since ~~roll~~there ~~and~~is ~~column~~no ~~tests~~apparent ~~were~~spatial ~~completed,~~correlation ~~both~~between ofsamples. ~~which~~The ~~supported~~existing ~~the~~heap ~~leachability~~leach ofpad ~~the~~is ~~material~~estimated ~~with~~to ~~gold~~contain ~~recovery rates around 35%. However~~232,000 ~~poor~~ounces inof ~~situ~~gold ~~permeability~~within ~~rates~~13.4 ~~caused~~million ~~Vista~~tonnes toat ~~ultimately~~an ~~abandon~~average ~~plans~~grade toof ~~re-start~~0.54 ~~the~~g ~~heap~~Au/t.

ABottle ~~total~~roll ofand 16column ~~tests were completed on composites taken from 11 of the heap~~ leach ~~pad~~test ~~drill~~work ~~holes.~~undertaken ~~The~~at ~~samples were ground to~~ the ~~size~~ALS ofMetallurgy ~~P80~~Laboratory ofin 40Australia μm and pre-treated with lime and 100 g/t of lead nitrate to suppress copper leaching. The material was then leached for 24 hours. These results ranged between 71 and 91% with the average being 82.2% for this material when processed through the proposed CIP flowsheet.indicated:

~~The~~● MtCyanidation ~~Todd FS assumes that the existing heap~~ leach ~~pad~~tests ~~will~~on be“as ~~left~~is” inmaterial ~~place~~on ~~and processed through~~ the ~~mill~~heap atwill ~~the~~extract ~~end~~± of30% ~~life~~ of ~~mine. This ultimately is expected to reduce~~ the ~~scope~~gold; ~~of reclamation of the heap leach pad to the pad liner~~ and ~~regrading only.~~

●

CIP cyanidation tests at a grind size of P₈₀ of 90 μm will extract on average 72% of gold (range: 64.14% to 80.37%) in 24 hours of leach time. The average lime and cyanide consumptions were 1.75 kg/t and 0.78 kg/t, respectively.

The heap leach pad ore material will be reprocessed following processing of ore from the Batman deposit. Reprocessing of this material, with gold recovery estimated at 72%, will be completed as part of self-funded reclamation and closure activities. Following reprocessing of this material, the leap leach pad footprint will be reclaimed by cutting and removing the liner for consolidation in TSF 2.

Permitting

InVista ~~September~~has ~~2014,~~initiated ~~the~~activities ~~EIS~~to ~~was~~modify ~~approved. In~~ its ~~Assessment~~existing ~~Report,~~authorizations ~~the~~to NTalign ~~EPA~~with ~~advised~~the ~~that~~designs itand ~~had~~operating ~~assessed~~plans ~~the~~as ~~environmental~~set ~~impacts~~out ofin ~~Vista’s~~the ~~development plans for~~ Mt Todd FS and ~~concluded that it can proceed, subject~~ to aobtain ~~number~~an ofadditional ~~recommendations~~AAPA ~~which~~Authority ~~are~~Certificate ~~outlined~~to incover ~~the~~additional ~~Assessment~~project ~~Report~~activity areas. The NThistory ~~EPA~~of ~~Assessment~~existing ~~Report~~authorizations ~~includes~~that 28Vista ~~recommendations~~is ~~which~~presently ~~are~~seeking ~~addressed~~to asmodify ~~part~~includes: ~~of the Deemed Mining License.~~

~~The~~In ~~approval~~September of2014, the EIS ~~resulted~~was inapproved. In its Assessment Report, the ~~requirement~~NT toEPA ~~obtain~~advised anthat ~~authorization~~it had assessed the environmental impacts of aVista’s ~~controlled~~development ~~activity~~plans asfor ~~required~~Mt ~~under~~Todd ~~the~~and ~~EPBC~~concluded asthat it ~~relates~~can proceed, subject to a number of recommendations as outlined in the ~~Gouldian~~Assessment ~~Finch~~Report. The ~~EPBC~~NT ~~authorization~~EPA ~~was~~Assessment ~~granted~~Report byincludes ~~the~~28 ~~Australian~~recommendations ~~Commonwealth~~which ~~Department~~were ofaddressed ~~Environment~~as ~~and~~part ~~Energy~~of inthe ~~January~~subsequently ~~2018.~~approved MMP.

InThe ~~November 2018, we applied for the MMP~~ approval, ~~which is the operating permit that sets out how the mine operating strategy will be implemented throughout the life~~ of ~~mine in compliance with~~ the EIS ~~and~~resulted ~~EPBC requirements. The MMP was approved~~ in ~~June~~a ~~2021.~~requirement ~~In July 2024 all MMPs were changed~~ to ~~Deemed~~obtain ~~Mining~~an ~~Licenses~~authorization ~~with all~~ of ~~the~~a ~~rights~~controlled ~~and~~activity ~~responsibilities~~as ~~previously~~required ~~conferred~~under by the ~~MMP.~~EPBC ~~All~~as ~~companies~~it ~~have~~relates ~~four years~~ to ~~convert~~ the ~~Deemed~~Gouldian ~~Mining~~Finch. ~~License~~The toEPBC aauthorization ~~Mining~~of ~~License.~~a Incontrolled ~~most~~activity ~~cases,~~was ~~existing~~granted ~~designs~~by ~~and~~the ~~management~~Australian ~~plans~~Commonwealth ~~will~~Department beof ~~submitted~~Environment ~~for review~~ and ~~subsequent~~Energy ~~approval~~in asJanuary ~~a Mining License~~2018.

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In November 2018, we applied for an MMP approval, which is the operating permit that sets out how the mine operating strategy will be implemented throughout the life of mine in compliance with the EIS and EPBC requirements. The MMP was approved in June 2021. As a result of changes in legislation by the NT Government, in July 2024 all MMPs were converted to DEMLs with the same rights and obligations in regard to the operating plans for Mt Todd previously conferred by the MMP. All companies have four years from July 2024 to convert a DEML to an EML. In most cases, existing designs and management plans will be submitted for review and are expected to receive subsequent approval as an EML.

In 2012 and 2021, authority certificates were issued to Vista under the NT Aboriginal Areas Protection Act (“AAPA Authority Certificate”) that indicate the nature of, and areas where, project activities can proceed without risk of damage or interference with Aboriginal sacred sites. We also hold permits to interfere with a waterway and a water extraction license.

Environmental, Social and Community Factors

A number of environmental studies have been conducted at Mt Todd in support of the EIS and as required for environmental and operational permits. Studies conducted have investigated soils, climate and meteorology, geology, geochemistry, biological resources, cultural and anthropological sites, socio-economics, hydrogeology, and water quality.

The EIS for the Project was submitted in June 2013. The document was prepared by independent consultants, GHD Pty Ltd., to identify potential environmental, social, transport, cultural and economic impacts associated with reopening and operating the mine. NT EPA provided its final assessment of the Project in June 2014. Final approval was given in September 2014. The EIS is among the authorizations that Vista is seeking to modify to align with the designs and plans in the Mt Todd FS.

49The Jawoyn Association has been consulted as part of the planning process for the future of the Project. Areas of Aboriginal significance have been designated, and the mine plan has avoided development in these areas. Consultation with the Jawoyn Association is ongoing, including in regard to Vista’s plans to obtain an additional AAPA Authority Certificate.

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The Jawoyn Association have been consulted with and involved in the planning of the Project. Areas of aboriginal significance have been designated, and the mine plan has avoided development in these restricted works areas.

Water Treatment

WeThe ~~obtained~~existing ~~approval~~Batman ofpit ahas ~~waste discharge license from~~ the NTcapacity ~~Government~~to ~~that~~contain ~~authorized~~approximately ~~the~~11.5 ~~release~~gigaliters (“GL”) of ~~treated~~ water. ~~from~~Historically, ~~the~~we Mthave ~~Todd~~treated ~~site~~and ~~during~~discharged ~~the~~approximately ~~wet~~10.5 ~~season~~GL inof ~~accordance~~treated ~~with~~water anfrom ~~80%~~the ~~protection~~site ~~limit~~in ~~environmental~~compliance ~~standard.~~with Wea ~~have~~waste ~~discharged~~discharge ~~treated~~license ~~water~~issued inby ~~compliance with~~ the ~~standards~~NT Government. The ~~existing~~ Batman pit ~~has~~is ~~the~~used ~~capacity~~for toongoing ~~contain~~water ~~approximately~~management ~~11.5~~to ~~gigaliters~~store ofexcess water from other site locations. AtAs of December 31, ~~2024~~2025, the volume of water in the pit was approximately 24.631 ~~gigaliters~~GL; however, this volume has increased to approximately 5.3 ItGL isas ~~expected~~a ~~this~~result of abnormally heavy seasonal precipitation. Beginning in 2025, the Company implemented an enhanced evaporation program to stabilize and begin reducing the overall volume of water ~~will~~on ~~not~~site. ~~present~~The ~~any~~Company ~~major~~is ~~issues~~also ~~when~~in ~~resuming~~the ~~operations~~planning stages for a program to begin treating and discharging the accumulated water in preparation for the ~~Batman~~resumption ~~pit~~of operations.

Water treatment of acid rock drainage and metal laden water will occur once Project development begins. A water treatment plant will be installed for active water treatment prior to operations, during mining operations, and for a period following cessation of operations. Passive water treatment will be conducted at the site following closure in addition to use of the active water treatment plant, as required.

Project Development Plans

~~The~~With completion of the Mt Todd FS, the Company ishas ~~positioning~~started activities expected to lead to the transition of Mt Todd asto a ~~leading~~producing ~~development~~operation. ~~opportunity~~The Company has filed modifications and ~~continues~~is preparing additional filings to ~~work~~align its existing major permits and approvals with ~~CIBC~~the ~~Capital~~current ~~Markets~~Mt asTodd itFS ~~seeks~~parameters. The Company is undertaking studies that address recommendations in the Mt Todd FS to ~~realize~~optimize the ~~best~~development ~~value~~plan atand provide data for detailed engineering. To achieve its objectives, Vista will also advance plans to build the ~~right~~internal ~~time~~organizational capabilities and obtain the financing needed to make the transition of Mt Todd to a producing operation.

The Company completed a drilling program during 2024. The total meters drilled was 6,776 and focused on the north end of the Batman deposit and the adjacent SXL. The Company has since initiated the 2025 FS that is anticipated to increase the mineral reserve grade to approximately 1 gram gold per tonne and reduce the initial capex to approximately $400 million while achieving average annual gold production ranging from 150,000 to 200,000 ounces from 5.2 million tpa ore throughput.48

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The Company estimates recurring expenditures for the ensuing twelve months following December 31, 2025, will total approximately $9,100, including $4,600 for its Mt Todd site management, environmental stewardship activities, and expanding its corporate capability by building an Australia-based team. Additionally, expenditures of approximately $10,200 in non-recurring project program costs are estimated for the same period. Non-recurring costs are expected to primarily include pre-development evaluations, project planning and early development work, initial project financing costs, and site maintenance requirements.

Reducing costs and maximizing effectiveness continue to be high priorities in 2025. Vista expects to incur expenditures of approximately $2,400 for its Mt Todd site maintenance and environmental stewardship activities plus $3,200 related to work plans at Mt Todd for: the 2025 FS; purchase of equipment for expansion of Mt Todd’s enhanced water evaporation system; and various planned maintenance projects.

ITEM 3. LEGAL PROCEEDINGS.

Information regarding legal proceedings is contained in Note 8 of the Consolidated Financial Statements contained in this report and is incorporated herein by reference.

ITEM 4. MINE SAFETY DISCLOSURES.

We consider health, safety, and environmental stewardship to be a core value of the Company.

Pursuant to Section 1503(a) of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act of 2011 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Administration (“MSHA”) under the United States Federal Mine Safety and Health Act of 1977 (the “Mine Act”). During the fiscal year ended December 31, ~~2024~~2025, we had no properties in the United States and were not subject to regulation by the MSHA under the Mine Act and consequently no disclosure is required under Section 1503(a) of the Dodd-Frank Act.

PART II

Market and Trading Symbol of Common Shares

The Common Shares of Vista Gold are listed on the NYSE American and the Toronto Stock Exchange under the trading symbol “VGZ”. On ~~February~~March 259, ~~2025~~2026, the last reported sale price of the Common Shares of Vista on the NYSE American was $2.36, there were 144,947,520 Common Shares issued and outstanding, and we had approximately 198 registered shareholders of record.

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was $0.61, there were 123,752,011 Common Shares issued and outstanding, and we had approximately 214 registered shareholders of record.

Dividends

We have never paid cash dividends. The declaration and payment of future dividends, if any, will be determined by our Board of Directors and will depend on our earnings, financial condition, conditions that may be imposed by future potential financing arrangements, future cash requirements and other relevant factors.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets out information relating to the Company’s equity compensation plans as of December 31, ~~2024~~2025. The Company’s equity compensation plans as of December 31, ~~2024~~2025 were the stock option plan (“Stock Option Plan”), the long-term incentive plan (“LTIP”), and the deferred share unit plan (“DSU Plan”). Equity compensation under these plans has been granted to directors, officers, employees, and consultants of the Company, as applicable.


Plan Category	Number of securities to be issued upon exercise/conversion of outstanding options and rights	Weighted-average exercise price of outstanding options and rights	Number of securities remaining available for future grants under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by securityholders	4,478,673	0.01	7,876,528
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	4,478,673	0.01	7,876,528

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Plan Category	Number of securities to be issued upon exercise/conversion of outstanding options and rights	Weighted-average exercise price of outstanding options and rights	Number of securities remaining available for future grants under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by securityholders	4,516,669	0.00	8,184,083
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	4,516,669	0.00	8,184,083

As of December 31, ~~2024~~2025, 2,~~767~~491,~~673~~669 restricted share units (“RSUs”) were outstanding under the LTIP, 1and 2,~~661~~025,000 deferred share units (“DSUs”) were outstanding under the DSU Plan, ~~and 50,000 options were outstanding under the Stock Option Plan~~ to acquire an aggregate of 4,~~478~~516,~~673~~669 Common Shares.

See Note 7 to our consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data” for additional information relating to our equity compensation plan.

Exchange Controls

There are no governmental laws, decrees or regulations in Canada that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest, or other payments to non-resident holders of the securities of Vista, other than Canadian withholding tax. See “Certain Canadian Federal Income Tax Considerations for U.S. Residents” below.

Certain Canadian Federal Income Tax Considerations for U.S. Residents

The following summarizes certain Canadian federal income tax consequences generally applicable under the Income Tax Act (Canada) and the regulations enacted thereunder (collectively, the “Canadian Tax Act”) and the Canada-United States Income Tax Convention (1980) (the “Convention”) to the holding and disposition of Common Shares.

Comment is restricted to holders of Common Shares each of whom, at all material times for the purposes of the Canadian Tax Act and the Convention:

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(i)

is resident solely in the United States;

(ii)

is entitled to the benefits of the Convention;

(iii)

holds all Common Shares as capital property;

(iv)

holds no Common Shares that are “taxable Canadian property” (as defined in the Canadian Tax Act) of the holder;

(v)

deals at arm’s length with and is not affiliated with Vista;

(vi)

does not and is not deemed to use or hold any Common Shares in a business carried on in Canada; and

(vii)

is not an insurer that carries on business in Canada and elsewhere;

(each such holder, a “U.S. Resident Holder”).

Certain U.S.-resident entities that are fiscally transparent for United States federal income tax purposes (including limited liability companies) are generally not themselves entitled to the benefits of the Convention. However, members of, or holders of, an interest in such entities that hold Common Shares may be entitled to the benefits of the Convention for income derived through such entities. Such members or holders should consult their own tax advisors in this regard.

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Generally, a holder’s Common Shares will be considered to be capital property of the holder provided that the holder is not a trader or dealer in securities, did not acquire, hold or dispose of the Common Shares in one or more transactions considered to be an adventure or concern in the nature of trade and does not hold the Common Shares as inventory in the course of carrying on a business.

Generally, a holder’s Common Shares will not be “taxable Canadian property” of the holder at a particular time at which the Common Shares are listed on a “designated stock exchange” (which currently includes the TSX) unless both of the following conditions are met at any time during the 60-month period ending at the particular time:

(i)

the holder, persons with whom the holder does not deal at arm’s length, or any partnership in which the holder or persons with whom the holder did not deal at arm’s length holds a membership interest directly or indirectly through one or more partnerships, alone or in any combination, owned 25% or more of the issued shares of any class of the capital stock of Vista; and

(ii)

more than 50% of the fair market value of the Common Shares was derived directly or indirectly from, or from any combination of, real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Canadian Tax Act), “timber resource properties” (as defined in the Canadian Tax Act), or options in respect of or interests in such properties.

In certain other circumstances, a Common Share may be deemed to be “taxable Canadian property” for purposes of the Canadian Tax Act.

This summary is based on the current provisions of the Canadian Tax Act and the Convention in effect on the date hereof, all specific proposals to amend the Canadian Tax Act and Convention publicly announced by or on behalf of the Minister of Finance (Canada) on or before the date hereof, and the current published administrative and assessing policies of the CRA. It is assumed that all such amendments will be enacted as currently proposed, and that there will be no other material change to any applicable law or administrative or assessing practice, although no assurance can be given in these respects. Except as otherwise expressly provided, this summary does not take into account any provincial, territorial or foreign tax considerations, which may differ materially from those set out herein.

This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be and should not be construed as legal or tax advice to any particular U.S. Resident Holder. U.S. Resident Holders are urged to consult their own tax advisers for advice with respect to their particular circumstances. The discussion below is qualified accordingly.

A U.S. Resident Holder who disposes or is deemed to dispose of one or more Common Shares generally should not thereby incur any liability for Canadian federal income tax in respect of any capital gain arising as a consequence of the disposition.

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A U.S. Resident Holder to whom Vista pays or is deemed to pay a dividend on the holder’s Common Shares will be subject to Canadian withholding tax, and Vista will be required to withhold the tax from the dividend and remit it to the CRA for the holder’s account. The rate of withholding tax under the Canadian Tax Act is 25% of the gross amount of the dividend (subject to reduction under the provisions of an applicable tax treaty). Under the Convention, a U.S. Resident Holder who beneficially owns the dividend will generally be subject to Canadian withholding tax at the rate of 15 % (or 5%, if the U.S. Resident Holder who beneficially owns the dividend is a company that is not fiscally transparent and which owns at least 10% of the voting stock of Vista) of the gross amount of the dividend.

Certain United States Federal Income Tax Considerations for U.S. Residents

There may be material tax consequences to U.S. Residents in relation to an acquisition or disposition of Common Shares or other securities of the Company. U.S. Residents should consult their own legal, accounting and tax advisors regarding such tax consequences under United States, state, local or foreign tax law regarding the acquisition or disposition of our Common Shares or other securities, in particular, the tax consequences of the Company possibly being a PFIC within the meaning of Section 1297 of the United States Internal Revenue Code. See the section “Item 1A. – Risk Factors – The Company is possibly a “passive foreign investment company,” which would likely have adverse U.S. federal income tax consequences for U.S. shareholders” above.

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Unregistered Sales of Equity Securities

None.

Repurchase of Securities

During ~~2024~~2025, neither Vista nor any affiliate of Vista repurchased Common Shares of Vista registered under Section 12 of the Exchange Act.

NYSE American Corporate Governance

Section 110 of the NYSE American Company Guide permits the NYSE American to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE American listing criteria, and to grant exemptions from NYSE American listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to NYSE American standards is as follows:

Shareholder Meeting Quorum Requirement: The NYSE American minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on the NYSE American is required to state its quorum requirement in its bylaws. The Company’s quorum requirement is set forth in its Articles under the laws of the Province of British Columbia, Canada. Under the Company’s Articles, the quorum for the transaction of business at the meeting is two or more shareholders entitled to vote at the meeting represented in person or by proxy.

The foregoing is consistent with the laws, customs and practices in Canada.

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

The following discussion and analysis should be read in conjunction with our consolidated financial statements for the two years ended December 31, ~~2024~~2025 and ~~2023~~2024, and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under the section heading “Item 1A. Risk Factors” above and elsewhere in this annual report on Form 10-K. See section heading “Note Regarding Forward-Looking Statements” in this annual report on Form 10-K.

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set forth under the section heading “Item 1A. Risk Factors” above and elsewhere in this annual report on Form 10-K. See section heading “Note Regarding Forward-Looking Statements” in this annual report on Form 10-K.

All dollar amounts stated herein are in U.S. dollars in thousands, unless specified otherwise, except per share-related amounts. References to A$ refer to Australian currency and USD or $ to United States currency. The scientific and technical disclosures about Mt Todd in this discussion and analysis have been reviewed and approved by Maria Vallejo Garcia of P&G Consulting Services LLC, independent technical consultant, previously Vista’s Director of Projects and Technical Services, and a designated qualified person (or “QP”) as defined by Item 1300 of Regulation S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

Overview

Vista Gold Corp. and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) operate as a development-stage company in the gold mining industry. Vista does not currently generate cash flows from mining operations.

Our flagship asset is the Mt Todd Gold Project (“Mt Todd” or the “Project”), a ready-to-build development-stage gold deposit located in the Tier-1 jurisdiction of Northern Territory, Australia (the “NT”). Mt Todd offers a large gold mineral reserve, development optionality, expansion opportunities, exploration upside, advanced local infrastructure, community support, and demonstrated economic feasibility.52

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

●	Average ore grade of 1.04 grams gold per tonne (“g Au/t”) over the first 15 years of operations and 0.97 g Au/t over the life of mine

●	Life of mine average gold recovery of 88.5% from 3-stage crush, single-stage sort, 2-stage grind, and carbon-in-leach (“CIL”) recovery circuit

●	After-tax NPV_5% of $1.1 billion, internal rate of return of 27.8%, and 2.7-year payback at a $2,500 per ounce gold price

●	After-tax free cash flow at a $2,500 per ounce gold price of $1.6 billion for first 15 years of commercial operations

●	Initial capital requirements of $425 million, a 59% reduction from the 2024 FS (as defined below)

-Capital Efficiency: $93 per ounce (initial capital : total ounces of gold produced)⁽³⁾

Benefit to Cost Ratio of 2.5 (NPV_5% : initial capital)⁽³⁾

●	All-in Sustaining Cost (“AISC”) of $1,449 per ounce during years 1-15 and $1,499 per ounce during years 1-30⁽³⁾

(1)	Proven and Probable Mineral Reserves are estimated in accordance with S-K 1300 (as defined below).

(2)	See “Item 1. Business – Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves” for additional information.

(3)	Capital efficiency, benefit to cost ratio, and AISC per ounce are non-U.S. GAAP financial measures; see “Non-U.S. GAAP Financial Measures” for additional disclosure.

~~The~~A ~~Company~~technical ~~undertook~~report asummary ~~drilling~~titled ~~program~~“S-K ~~during~~1300 ~~2024~~Technical ~~with~~Report aSummary ~~total~~– ofMt 34Todd ~~holes~~Gold ~~for~~Project ~~6,776~~– ~~meters~~15 ~~drilled.~~ktpd ~~The~~Feasibility ~~program~~Study ~~was~~– ~~completed~~Northern inTerritory, ~~December~~Australia” ~~2024~~with atan aeffective ~~cost~~date of $1July 29,~~891.~~ ~~Results~~2025 and a filing date of ~~the~~September ~~program~~11, ~~indicate~~2025 (the ~~potential~~“S-K to1300 ~~increase~~Report”) ~~gold~~for ~~mineral~~the ~~reserves~~Mt inTodd ~~the~~FS ~~Batman~~was ~~deposit~~prepared ~~and~~in ~~successfully~~accordance ~~delineated~~with ~~the~~Item ~~South~~1300 ~~Cross~~of ~~Lode~~Regulation S-K (“~~SXL~~S-K 1300”) ~~over~~under athe ~~400-meter strike length~~U.S. ~~These~~Securities ~~drill~~Exchange ~~results,~~Act ~~and~~of ~~those from the 2020-2022 drilling program~~1934, ~~will~~as beamended ~~included in~~ (the ~~block~~“Exchange ~~model~~Act”) ~~for~~and ~~the~~filed ~~updated~~on MtEDGAR ~~Todd~~at ~~mineral~~www.sec.gov ~~resources~~on ~~estimate~~September ~~and~~11, 2025 FS.

54A companion technical report titled “NI 43-101 Technical Report, Mt Todd Gold Project, 15 ktpd Feasibility Study, Northen Territory Australia” with an effective date of July 29, 2025 (the “NI 43-101 Report”) for Canadian purposes was prepared in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and filed on SEDAR+ at www.sedarplus.ca on September 11, 2025. The NI 43-101 Report is referenced herein for informational purposes only. The Mineral Resources and Mineral Reserves for the NI 43-101 Report are the same as the Mineral Resources and Mineral Reserves for the S-K1300 Report.

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~~During~~The ~~Phase~~Company 1,previously completed a ~~total~~feasibility ofstudy 11for ~~holes~~Mt ~~were~~Todd ~~drilled~~ in ~~the northern end of the Batman deposit including several holes drilled outside the limits of blocks defined in the current mineral resource model. This drilling~~2022, ~~in conjunction~~ with ~~the~~material ~~2020-2022~~project ~~drilling~~costs ~~program,~~and ~~provided~~economic ~~information~~returns ~~that~~updated ~~extended the boundaries of the mineralization~~ in ~~the~~2024 ~~northern section of~~ (the ~~Batman~~“2024 ~~deposit~~FS”). ~~Phase~~The 12024 ~~drilling~~FS ~~intercepted~~evaluated ~~gold grades higher than estimated in~~ the ~~current~~development ~~block model and mineralization outside the limits~~ of ~~the~~a ~~current~~50,000 ~~mineral~~tpd, ~~resource~~nominally ~~envelope~~17.75 Wemillion ~~expect Phase 1 drilling to result in an increase in mineral resources in the north end of the Batman deposit. Additionally~~tpa, ~~we expect this drilling to result in the conversion of a portion of inferred mineral resources within the Mt Todd FS pit design to measured and indicated mineral resources~~operation.

~~During~~In ~~Phase~~January 22026, athe ~~total~~Company ofannounced 23continued ~~holes~~progress ~~were~~at ~~drilled~~its inMt ~~the~~Todd ~~SXL,~~gold aproject ~~narrower~~and ~~mineralized~~outlined ~~structure adjacent to~~ the ~~Batman~~pathway ~~deposit that extends~~ to ~~the~~initiate ~~northeast~~detailed ~~with~~engineering ~~a current strike length of over 400 meters. Results from this drilling defined the mineralized boundaries of the SXL over the strike length drilled~~ and ~~intersected~~design ~~high-grade sub-structures~~ in ~~the lower portion of 13 holes~~2027. The ~~drill~~Company ~~hole~~would ~~spacings~~expect ~~are~~this ~~acceptable~~milestone ~~for the definition of measured and indicated mineral resources and are expected~~ to ~~support~~initiate ~~the~~a ~~expansion~~period ~~in the northeastern section~~ of ~~the~~approximately ~~mineral~~27-months ~~resource~~for ~~shell in the new mineral resource model being completed as part of the 2025 FS. For more information on the Company’s 2024 drilling results~~design, ~~please refer to the Company’s 2024 and 2025 drilling news releases~~construction, ~~available at www.sec.gov~~ and ~~under our profile at www~~commissioning.sedarplus.ca. The Company’s 2024 and 2025 drilling news release are referenced for informational purposes only and are not incorporated by reference into this annual report on Form 10-K and should not be considered part of this or any other report filed with the SEC.

~~The~~Our ~~Company~~focus ~~continues~~for to2026 ~~prioritize~~is on establishing the ~~efficient~~foundation ~~use~~for ofthe ~~resources~~successful toexecution ~~advance~~of the Mt Todd project. ~~Our~~Priorities ~~funding~~include ~~strategy~~obtaining ispermit modifications to ~~maintain~~align ~~adequate~~existing ~~liquidity~~approved ~~while~~permits ~~minimizing~~with ~~share~~the ~~dilution~~Mt asTodd weFS; ~~seek~~expanding corporate capability by building an Australia-based team to ~~preserve,~~lead ~~enhance,~~project development; and ~~realize~~addressing ~~value~~recommendations ~~from~~presented in the Mt Todd. ~~The~~FS ~~Company~~that ~~periodically~~will ~~raises~~provide ~~funds~~key ininputs ~~the~~for ~~capital~~detailed ~~markets~~engineering and ~~considers~~design. ~~alternative~~On ~~strategies~~March ~~and~~9, ~~possible~~2026, ~~strategic~~Vista ~~opportunities~~closed asa ~~ways~~public offering for aggregate gross proceeds totaling $44,850 to ~~enhance~~fund ~~its~~these ~~liquidity~~priorities and ~~deliver~~other ~~shareholder~~general ~~value~~corporate purposes.

~~The~~We Mthave ~~Todd~~commenced FSefforts ~~contemplates~~to aobtain ~~plant~~permit ~~processing~~modifications 50and are actively engaged with consultants,~~000~~ ~~tpd~~regulators, and ~~demonstrates~~stakeholders. Some modifications have already been submitted, and programs to support other submissions have been planned and are expected to begin within the ~~underlying~~coming ~~value~~weeks. ~~potential~~We anticipate the approval of athese ~~large-scale~~modifications ~~gold~~will ~~project.~~be ~~Highlights~~achieved ~~include:~~in 2027.

● average annual production of 395,000 ounces of gold over a 16-year life of mine at an average cash cost of $913 per ounce(3);

● high capital efficiency, with initial capital requirements of $1.03 billion, or $163 per payable ounce of gold(3); and

● after-tax NPV5% of $1.13 billion and internal rate of return (“IRR”) of 20.4% at a gold price of $1,800 per ounce and an AUD:USD exchange rate of 0.69.

(4) Note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 (as defined below) and CIM Definition Standards (as defined below).

(5) See “Item 2. Properties – Mt Todd Gold Project, Northern Territory, Australia – Mineral Resources and Mineral Reserve Estimates” in this annual report on Form 10-K for additional information.

(6) Cash costs, cash cost per ounce, and initial capital requirements per payable ounce of gold are non-U.S. GAAP financial measures; see Non-U.S. GAAP Financial Measures for additional disclosure.

~~After~~We ~~Vista~~are ~~completed~~addressing recommendations presented in the Mt Todd FS,. ~~the~~Recent NTdrilling ~~enacted~~has ~~the~~provided ~~Mineral~~core ~~Royalties~~for ~~Act~~selective ~~2024~~metallurgical ~~(“Royalties~~testing ~~Act”)~~to ~~effective~~confirm ~~July~~grind 1size, ~~2024.~~gold ~~The~~recoveries, ~~Royalties~~and ~~Act~~optimal ~~replaces~~selection ~~the~~and ~~prior~~sizing ~~net~~of equipment ~~profits~~in ~~royalty~~the ~~regime~~process ~~with~~plant. anA adgeotechnical ~~valorem~~review ~~royalty~~is ~~regime~~also ~~for new mines. Under the Royalties Act~~underway, awith ~~3.5%~~planned addrilling ~~valorem~~around ~~royalty~~the ~~rate~~Batman ~~will~~pit ~~be applied~~ to ~~gold~~assess ~~production~~the ~~from~~opportunity ~~Mt Todd. This represents a nearly 50% reduction in payable NT royalties compared~~ to ~~the~~steepen ~~Mt Todd FS and should result in improved project economics. Under~~ the ~~previous~~west ~~net~~pit ~~profits royalty regime~~wall, ~~our~~reduce ~~base case economic analysis at an $1~~stripping,~~800~~ ~~gold~~and ~~price~~potentially ~~estimated~~convert ~~the~~additional ~~payment~~mineral ofresources ~~$765~~to ~~million~~mineral ~~in NT royalties over the life of the mine~~reserves.

The MtCompany ~~Todd~~continues FSto ~~includes~~prioritize ~~mineral~~the ~~resource~~efficient ~~and~~use ~~mineral~~of ~~reserve~~financial ~~estimates~~resources ~~pursuant~~ to ~~Item~~advance ~~1300~~Mt ofTodd. ~~Regulation~~Our ~~S-K~~funding ~~(“S-K~~strategy ~~1300”)~~is ~~under~~to ~~the~~maintain ~~Securities~~adequate ~~Exchange~~liquidity ~~Act~~while ofminimizing ~~1934,~~share dilution as ~~amended~~we ~~(the~~seek ~~“Exchange~~to ~~Act”)~~preserve, enhance, and ~~Canadian~~realize ~~Institute~~value offrom ~~Mining~~Mt ~~Metallurgy~~Todd. ~~and~~The ~~Petroleum~~Company ~~Definition~~periodically ~~Standards~~raises ~~for~~funds ~~Mineral~~in ~~Resources~~the capital markets and ~~Mineral~~considers ~~Reserves~~alternative ~~(“CIM~~strategies ~~Definition~~and possible corporate opportunities as ways to enhance its liquidity and deliver shareholder value.

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Standards”) based on mine plans developed using a gold price in line with current market conditions at the time of the study.

Mineral Resources and Mineral Reserves Estimates

The following table presents the estimated mineral resources for the Project. The following mineral resources and mineral reserves were prepared in accordance with both S-K 1300 standards and CIM Definition Standards.

Mt Todd Gold Project – Summary of Gold Mineral ~~Resource~~Resources (Exclusive of Gold Mineral Reserves)

Based on US$1,~~300~~950/oz Gold Price

Batman Deposit

~~Batman Deposit~~

Heap Leach Pad

~~Heap Leach Pad~~

Quigleys Deposit

Total

~~Quigleys Deposit~~

~~Total~~

Contained

~~Contained~~

Contained

~~Contained~~

Contained

~~Contained~~

Tonnes

~~Tonnes~~Grade

Ounces

~~Grade~~

Tonnes

~~Ounces~~Grade

Ounces

~~Tonnes~~

Tonnes

Grade

Ounces

~~Ounces~~

Tonnes

~~Tonnes~~Grade

Ounces

~~Grade~~

~~Ounces~~

~~Tonnes~~

~~Grade~~

~~Ounces~~

(000s)

(~~000s~~g Au/t)

(000s)

~~(g Au/t)~~

(000s)

(~~000s~~g Au/t)

(000s)

~~(000s)~~

(000s)

(g Au/t)

(000s)

~~(000s)~~

(000s)

(~~000s~~g Au/t)

(000s)

~~(g Au/t)~~

~~(000s)~~

~~(g Au/t)~~

~~(000s)~~

Measured

47,143

—0.61

930

—

3,702

—1.13

134

—

50,845

~~594~~0.65

1,064

~~1.15~~

~~594~~

~~1.15~~

Indicated

110,644

~~10,816~~0.72

2,568

~~1.76~~

—

~~613~~—

—

6,965

—1.34

299

—

117,609

~~7,301~~0.76

2,867

~~1.11~~

~~260~~

~~18,117~~

~~1.49~~

~~873~~

Measured & Indicated

157,787

~~10,816~~0.69

3,498

~~1.76~~

—

~~613~~—

—

10,667

—1.26

433

—

168,454

~~7,895~~0.73

3,931

~~1.11~~

~~282~~

~~18,711~~

~~1.49~~

~~895~~

Inferred

54,338

~~61,323~~0.78

1,369

~~0.72~~

—

~~1,421~~—

—

2,761

—0.71

—

57,099

~~3,981~~0.78

1,433

~~1.46~~

~~187~~

~~65,304~~

~~0.77~~

~~1,608~~

Notes:

● ~~Measured~~Mineral &Resources ~~indicated~~are ~~mineral~~reported ~~resources~~exclusive ~~exclude~~of ~~proven~~Mineral ~~and probable mineral reserves~~Reserves.

● Differences in the table due to rounding are not considered material. Differences between Batman and Quigleys mining and metallurgical parameters are due to their individual geologic and engineering characteristics.54

● Rex Bryan of Tetra Tech, Inc. is the QP responsible for the Statement of Mineral Resources for the Batman, Heap Leach Pad and Quigleys deposits.

● Thomas Dyer of RESPEC is the QP responsible for developing the resource WhittleTMpit shell for the Batman Deposit.

● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resources estimates under the requirements of SK-1300 is December 31, 2024. There have been no changes in the mineral resource estimates since December 31, 2023 because upon review the Company and the relevant qualified persons determined that the same material assumptions and estimates, including all economic parameters for resource estimation purposes, continued to apply as of December 31, 2024.

● The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resource estimates under the requirements of NI 43-101 is December 31, 2024.

● Mineral resources that are not mineral reserves have no demonstrated economic viability and do not meet all relevant modifying factors.

There was no change in mineral resource estimates as of December 31, 2024 compared to December 31, 2023 as the same material assumptions and criteria were determined to continue to apply to the mineral resource estimates and there was no conversion of mineral resources into mineral reserves in the fiscal year ending December 31, 2024.

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Mt● ~~Todd~~The ~~Gold~~effective ~~Project~~date ~~– Summary~~ of ~~Gold~~the ~~Mineral~~Batman, ~~Reserves~~Quigleys ~~based~~and onHeap ~~50,000~~Leach ~~tpd,~~Pad ~~0.35~~Mineral gResources ~~Au/t~~estimates ~~cut-off~~is ~~and~~July $125,~~500~~ ~~per Ounce Pit Design~~2025.

●

Mineral Resources that are not Mineral Reserves have no demonstrated economic viability and do not meet all relevant modifying factors.

●

Differences in the table due to rounding are not considered material.

●

The Mineral Resources were estimated in accordance with S-K 1300 and NI 43-101.

●

“–“ indicates no reported value.

●

The effective date of the Batman Deposit, Heap Leach Pad, and Quigleys Deposit mineral resource estimates under the requirements of S-K 1300 is December 31, 2025.

Mt Todd Gold Project – Summary of Gold Mineral Reserves Based on 15 ktpd, 0.50 g Au/t cut-off and $1,800/oz Gold Price Pit Design

Batman Deposit

Heap Leach Pad

~~Heap Leach Pad~~

Total

~~Total~~

Contained

~~Contained~~

Contained

~~Contained~~

Tonnes

Grade

~~Grade~~Ounces

~~Ounces~~Tonnes

Grade

~~Tonnes~~Ounces

~~Grade~~Tonnes

Grade

Ounces

~~Tonnes~~

~~Grade~~

~~Ounces~~

(000s)

(g Au/t)

(~~g Au/t~~000s)

(000s)

(g Au/t)

(000s)

(~~g Au/t~~000s)

(g Au/t)

(000s)

~~(000s)~~

~~(g Au/t)~~

~~(000s)~~

Proven

8177,~~277~~359

0.95

~~0.84~~2,371

~~2,192~~—

—

—77,359

0.95

—2,371

~~81,277~~

~~0.84~~

~~2,192~~

Probable

~~185~~81,~~744~~263

0.99

~~0.76~~2,588

413,~~555~~352

0.54

~~13,354~~232

~~0.54~~94,615

0.93

~~232~~2,820

~~199,098~~

~~0.75~~

~~4,787~~

Proven & Probable

~~267~~158,~~021~~623

0.97

~~0.79~~4,959

613,~~747~~352

0.54

~~13,354~~232

~~0.54~~171,975

0.94

~~232~~5,190

~~280,375~~

~~0.77~~

~~6,979~~

Economic analysis conducted only on proven and probable mineral reserves.

Notes:

● ~~Batman~~Colin ~~deposit~~McVie ~~Proven~~ and ~~Probable~~Peter ~~mineral~~Lock ~~reserves~~of ~~are~~Mining ~~reported~~Plus ~~with~~are athe ~~net~~QP's ~~smelter~~responsible ~~return~~for ~~royalty~~the ~~based~~Statement ~~on a gold price~~ of ~~$1,800~~Mineral ~~per~~Reserves ~~ounce of gold. Deepak Malhotra is the QP responsible~~ for ~~reporting~~Batman ~~the~~deposit ~~Heap~~Proven ~~Leach~~and ~~Pad~~Probable ~~mineral~~Mineral ~~reserves~~Reserves.

● Because all the Heap Leach Pad ~~reserves~~Mineral Reserves are to be fed through the ~~mill~~processing plant, these ~~reserves~~Mineral Reserves are reported without a cutoff grade applied.

● ~~The~~Deepak ~~mineral~~Malhotra ~~reserves point of reference~~ is the ~~point~~QP ~~where~~responsible ~~material~~for isreporting ~~fed~~the ~~into~~Heap-Leach ~~the~~Pad ~~mill~~Mineral Reserves.

● The effective date of the ~~mineral~~Batman ~~reserve~~and ~~estimates~~Heap ~~under~~Leach ~~the~~Pad ~~requirements~~Mineral ofReserves ~~S-K~~estimates ~~1300~~ is ~~December~~July 3125, ~~2024~~2025. There have been no changes in the mineral reserve estimates since December 31, 2023 because the Company and the relevant qualified persons determined that the same material assumptions and criteria continued to apply as of December 31, 2024, including that the Company used a cutoff grade higher than the economic cutoff grade such that any intervening changes in the underlying economic assumptions were not material and did not require use of a cutoff grade greater than 0.35 g Au/t for mineral reserve estimation purposes.

● ~~The~~Differences ~~effective~~in ~~date of~~ the ~~mineral~~table ~~reserve~~due ~~estimates~~to ~~under~~rounding ~~the~~are ~~requirements~~not ofconsidered ~~NI 43-101 is December 31, 2024~~material.

●

The effective date of the mineral reserve estimates under the requirements of S-K 1300 is December 31, 2025.

Cautionary note to investors: Proven and probable mineral reserves are estimated in accordance with each of S-K 1300 and CIM Definition Standards. A number of risk factors may adversely affect estimated mineral reserves and mineral resources, any of which may result in a reduction or elimination of reported mineral reserves and mineral resources. See “Item 1A. Risk Factors.”

Results from Operations

Summary

Consolidated net ~~income~~loss for the year ended December 31, ~~2024~~2025 was $117,~~249~~499 or $0.0906 per common share in the capital of Vista (each, a “Common Share”) on both a basic and diluted basis. Consolidated net ~~loss~~income for the year ended December 31, ~~2023~~2024 was $611,~~585,~~249 or $0.0509 per Common Share on both a basic and diluted basis. The principal components of our ~~2024~~2025 net ~~income~~loss and the year-over-year changes are discussed below.

The Company had cash of $1613,~~950~~622, working capital of $1613,~~457~~057, and no debt as of December 31, ~~2024~~2025.

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Gain on Grant of Royalty Interest in Mineral Titles

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

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Exploration, Property Evaluation and Holding Costs

Exploration, property evaluation and holding costs, including fixed costs, project programs, and non-cash stock-based compensation, were $35,~~458~~593 and $3,~~220~~458 during the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. These costs comprised fixed costs and project program costs at Mt Todd.

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, our fixed exploration, property evaluation and holding costs totaled $23,~~921~~319 and $2,~~808~~921, respectively. These costs included expenditures necessary to preserve our property rights and meet our safety, regulatory, and environmental responsibilities. The ~~principal components of the~~ increase in ~~2024~~2025 included expenses related to ~~the 2024 drilling program that did not qualify as development drilling and~~ greater focus by corporate personnel on site-related projects.

Expenses incurred for ~~2024~~2025 ~~Mt Todd~~ project programs at Mt Todd totaled $~~537~~2,274, including $~~408~~1,963 for ~~various~~the ~~technical~~Mt ~~studies~~Todd FS. Expenses incurred for ~~2023~~2024 Mt Todd project programs totaled $~~412~~537, including $~~110~~408 for ~~amendments~~various totechnical ~~the Deemed Mining License and $110 for costs related to securing a development partner~~studies.

Included in the ~~2024~~2025 and ~~2023~~2024 exploration, property evaluation and holding costs were non-cash stock-based compensation of $~~182~~218 and $~~180~~182, respectively.

Corporate Administration

Corporate administration costs were $3,~~663~~611 and $3,~~504~~663 during the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The ~~2024~~2025 and ~~2023~~2024 corporate administration costs included non-cash stock-based compensation of $~~502~~453 and $~~456~~502, respectively. ~~Costs~~The ~~were~~total ~~generally higher during 2024 due to legal costs of $137 related to a tax matter in Mexico and board of director~~ expenses ~~being higher by $119 due to an increase~~ in ~~board~~the ~~size.~~comparable ~~Other~~periods ~~recurring administrative expenses~~ were ~~lower~~substantially ~~by $72 on a combined basis~~unchanged. ~~Corporate project program costs were lower by $70, largely due to costs incurred in 2023 related to the Royalty Agreement that did not recur in 2024.~~

Gain on sale of plant and equipment

There were no sales of plant and equipment during 2025. In March 2024, the Company recorded a gain of $802 upon sale of certain components of our used mill equipment. Gross proceeds totaled $900, partially offset by selling expense of $98.

Non-Operating Income and Expenses

Interest Income

Interest income was $~~701~~573 and $~~263~~701 during the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The ~~increase~~decrease in ~~2024~~2025 was due to a ~~higher~~decrease ~~average~~in ~~cash balance, which resulted primarily from~~ the ~~proceeds~~average ~~received~~interest ~~under~~rate ~~the~~applicable ~~Royalty~~to ~~Agreement~~invested ~~(as~~cash ~~defined below)~~balances.

Other Income

Other Income~~/(Expense)~~ was $131,220 and ($~~84)~~13 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. ~~Other~~The ~~income~~increase in ~~2024~~the comparable twelve-month periods was due to athe ~~gain~~receipt ~~on sale~~ of ~~marketable~~$1,257 ~~securities~~related ~~that~~to ~~were~~our ~~received~~recovery ~~from~~of acertain ~~legacy~~tax ~~non-core~~amounts ~~operation~~paid ~~that had no net book value. Other expense~~ in ~~2023~~connection ~~was~~with ~~due to legal costs for~~ the ~~Company’s~~2020 ~~efforts~~sale toof ~~recover additional value-added tax from~~ the ~~previous~~Los ~~sale~~Reyes ofgold aproject ~~non-core~~in ~~asset~~Mexico.

5856

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Financial Position, Liquidity and Capital Resources

Operating Activities

Net cash used in operating activities was $56,~~735~~614 and $5,~~861~~735 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The ~~decrease~~increase in operating cash outflows largely resulted from ~~higher~~2025 ~~interest~~expenditures ~~income~~for ~~and~~the ~~capitalization~~Mt ofTodd ~~direct~~FS ~~labor~~being ~~costs~~expensed ~~associated~~while ~~with~~costs of the ~~development~~2024 drilling program ~~that~~ were ~~recognized~~recorded as capitalized development costs and included in investing activities, partially offset by ~~slightly~~other ~~higher~~income ~~spending~~and onsources ~~operating~~of ~~costs~~cash resulting from changes in working capital.

Investing Activities

Net cash provided by (used in) investing activities ofwas ($742) and $15,593 for the ~~year~~years ended December 31, ~~2024~~2025 ~~resulted~~and ~~primarily~~2024, ~~from~~respectively. ~~receiving~~Cash ~~the~~provided ~~final~~by ~~two~~investing ~~instalment~~activities ~~payments~~was ~~totaling~~higher ~~$17,000~~in ~~under~~2024 because the Company received Royalty Agreement ~~and~~proceeds totaling $~~802~~17,000 ~~for~~and net proceeds from the sale of certain used mill equipment, ~~net~~ of ~~selling costs~~$802. ~~These~~Cash ~~inflows~~used ~~were~~in ~~partially~~investing ~~offset~~activities was lower by ~~expenditures~~$1,715 ~~for~~in 2025 because substantially all 2024 drilling costs were capitalized as development ~~drilling~~costs while the Mt Todd FS costs ofwere ~~$1,865~~expensed and ~~additions~~included toas cash used in operating activities. Cash used in investing activities for purchases of plant and equipment ofwas higher by $~~344.~~248 in 2025 primarily due to installation of an enhanced evaporation system.

Net cash provided by investing activities of $2,949 for the year ended December 31, 2023 resulted primarily from the $3,000 initial Royalty payment.

Financing Activities

Net cash of $14,~~023~~028 for the year ended December 31, ~~2024~~2025 was provided by financing activities. These activities include receipt of net proceeds of $14,~~108~~296 under the ATM Program (as defined below) offset by payments of $85268 for employee withholding ~~tax~~taxes ~~obligations~~ in lieu of issuing Common Shares earned from the vesting of restricted share unit awards.

Net cash of $~~871~~1,023 for the year ended December 31, ~~2023~~2024 was provided by financing activities. These activities include receipt of net proceeds of $1,~~013~~108 under the ATM Program ~~(as defined below)~~ offset by payments of $~~142~~85 for employee withholding ~~tax~~taxes ~~obligations~~ in lieu of issuing Common Shares earned from the vesting of restricted share unit awards.

Liquidity and Capital Resources

The Company considers available cash, cash equivalents, and ~~any~~ short-term investments to be its primary measure of liquidity. Our cash liquidity position as of December 31, ~~2024~~2025, comprising cash and cash equivalents of $1613,~~950~~622, reflected a net ~~increase~~decrease of $103,~~881~~328 during the year ended December 31, ~~2024~~2025.

Current assets, net of current liabilities (“Working Capital”), is a secondary measure of liquidity for the Company. The Company had Working Capital of $1613,~~457~~057 and $516,~~576~~457 at December 31, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. This represents a net ~~increase~~decrease of $103,~~881~~400 during the year ended December 31, ~~2024~~2025.

During the year ended December 31, ~~2024~~2025, the Company’s primary sources of cash inflows were: $174,~~000~~296 from ~~its~~equity ~~grant~~financing ofactivity, ~~the~~receipt ~~Royalty~~of ~~on Mt Todd;~~ $1,~~108~~257 ~~from~~related ~~equity~~to ~~financings;~~our ~~$802~~recovery ~~upon sale~~ of acertain ~~portion~~tax ofamounts ~~its~~paid ~~used~~previously, ~~mill equipment;~~ and ~~$701 from~~ interest income. As of ~~December 31, 2024, Vista has received the entire~~ $~~20,000 as set forth in the Royalty Agreement~~573. ~~Use of cash received from Wheaton is limited to advancing Mt Todd and general corporate purposes.~~ These sources of cash were ~~partially~~ offset by ~~net~~ operating cash outflows ~~excluding interest~~ of $68,~~436~~444 and other expenditures of $21,~~294~~010. Recurring costs for corporate administration and Mt Todd maintenance, ~~were~~and spending on the Mt Todd FS and other project programs comprised most of the Company’s ~~net~~ operating cash outflows during the year ended December 31, ~~2024~~2025. Of the other expenditures, $~~1,865~~592 related to ~~Vista’s~~additions ~~development~~of ~~drilling~~plant ~~program~~and atequipment and $150 related to developing revised mineral resources estimates for Mt Todd that incorporated drilling results produced after the previous mineral resources estimates. Additional details regarding ~~2024~~2025 financial results are presented in the “Results from Operations” section above and the preceding discussions in this section regarding operating activities, investing activities, and financing activities.

For the 12-month period following December 31, ~~2024~~2025, the Company estimates, before consideration of the use of proceeds discussed below, net recurring ~~costs~~expenditures will be approximately $68,~~400~~700, plus $31,~~200~~800 ~~related to work plans at Mt Todd~~ for: ~~the~~non-recurring ~~2025~~project ~~FS;~~program ~~purchase of equipment for expansion of Mt Todd’s enhanced water evaporation system; and various planned maintenance projects~~costs. Management expects to fund Vista’s activities during the next twelve months from existing Working Capital and ~~interest~~additional ~~income~~Working Capital available from the offering of Common Shares discussed below.

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On March 9, 2026, Vista closed a public offering of 17,940,000 Common Shares, inclusive of the underwriters’ exercise of their 15% overallotment option, at a price of $2.50 per Common Share (the “Offering”). Aggregate gross proceeds from the Offering totaled $44,850. After deductions for underwriting discounts, commissions and other costs, net proceeds are estimated to total $41,900. We intend to use the net proceeds to advance exploration and development activities at our Mt Todd gold project and for general corporate purposes, including:


Description of Use of Proceeds		Use of Proceeds
Pre-Development Evaluations at Mt Todd	$	6,700
Increase in Organizational Capacity	$	3,500
Professional Fees and Project Financing Costs	$	4,200
Project Planning and Early Development Works	$	3,200
Working Capital & General Corporate Purposes	$	24,300
Net Proceeds of the Offering	$	41,900

InWe ~~addition to Vista’s existing capital resources, we~~ are a party to an at-the-market offering agreement (the “ATM Agreement”) with H. C. Wainwright & Co., LLC (“Wainwright”) ~~to provide balance sheet flexibility at a potentially lower cost than other means of equity issuances~~. Under the ATM Agreement, the Company can, but is not obligated to, issue and sell Common Shares through Wainwright ~~for~~(the ~~aggregate~~“ATM ~~gross~~Program”). ~~proceeds~~In ofconnection upwith tothe $8Offering,~~000~~ (we suspended the “ATM ~~Program”)~~Agreement and terminated the continuous offering by us under the associated prospectus supplement. ~~The~~We will not make any sales of our common shares pursuant to the ATM Agreement ~~was~~unless ~~refreshed~~and until a new prospectus supplement is filed; however, the ATM Agreement remains in ~~November~~full ~~2024~~force and effect. During the year ended December 31, ~~2024~~2025, the Company issued 12,~~722~~813,~~966~~888 Common Shares under the ATM Program for net proceeds of $14,~~108~~296. ~~As of December 31, 2024, $7,783 remained available under the ATM Program.~~

~~Offers~~Other ~~and~~potential ~~sales~~sources of ~~Common~~cash ~~Shares~~inflows ~~under~~may ~~the~~include ~~ATM~~issuances ~~Program~~of ~~were~~Common ~~and~~Shares, ~~will~~monetization beof ~~made~~Vista’s ~~only~~remaining innon-core ~~the~~assets, ~~United~~which ~~States~~include inroyalty aninterests ~~“at~~on ~~the~~properties ~~market offering” as defined~~ in ~~Rule 415 under~~ the ~~United States Securities Act of 1933, as amended, subject to an effective registration statement under the~~ U.S. ~~Securities Act of 1933~~, asa ~~amended,~~royalty ~~and~~interest noon ~~offers~~a orproperty ~~sales of Common Shares under the ATM Agreement will be made~~ in Canada., ~~The Common Shares were~~ and ~~will~~used bemill ~~distributed~~equipment atthat ~~market~~is ~~prices~~being ~~prevailing~~marketed atby ~~the~~a ~~time~~third-party ofmining ~~sale~~equipment dealer.

~~Other~~We ~~potential~~believe ~~sources~~our ofWorking ~~cash~~Capital ~~inflows~~as ~~may~~of ~~include~~December ~~other~~31, ~~equity~~2025, ~~issuances~~together ~~not~~with ~~covered~~the bynet proceeds from the ~~ATM~~Offering, ~~Program~~interest income, ~~monetization~~other potential future sources of ~~Vista’s~~financing, ~~remaining~~and sales of non-core assets, ~~which~~will ~~include~~be asufficient ~~royalty~~to ~~interest~~fund onour acurrently ~~property~~planned incorporate ~~the~~expenses, ~~U.S.~~Mt Todd holding costs, ~~another~~and ~~royalty~~other ~~interest~~anticipated onMt aTodd ~~property~~programs infor ~~Canada,~~at ~~and~~least ~~used~~one ~~mill~~year ~~equipment~~from ~~that~~the isdate ~~being~~of ~~marketed~~issuance byof athis ~~third-party~~annual ~~mining~~report ~~equipment~~on ~~dealer~~Form 10-K.

WeVista’s ~~believe~~long-term viability depends upon our ~~Working~~ability ~~Capital~~to realize value from our principal asset, Mt Todd. We seek to maintain adequate liquidity and minimize share dilution as ofwe ~~December~~advance 31our primary objective to maximize returns to our shareholders by preserving, ~~2024~~enhancing, ~~together~~and ~~with~~realizing ~~interest~~value ~~income,~~from ~~other~~Mt ~~potential~~Todd. ~~future~~Our ~~sources~~funding ofstrategy ~~financing~~is ~~and~~to ~~sales~~maintain ofa low expenditure profile, realize value from our remaining non-core assets and, ~~will~~when beconsidered ~~sufficient~~appropriate, issue additional equity or find other means of financing. Vista also considers possible corporate opportunities as a means to ~~fund~~enhance our ~~currently~~liquidity. ~~planned~~The ~~corporate~~underlying ~~expenses,~~value Mtand ~~Todd~~recoverability ~~holding~~of ~~costs,~~the amounts shown as mineral properties and ~~other~~plant ~~anticipated~~and Mtequipment ~~Todd~~as ~~programs~~presented ~~for~~in our Consolidated Balance Sheet at ~~least~~December ~~one~~31, ~~year~~2025 ~~from~~depends on market and industry conditions, our ability to attract sufficient capital resources to execute our strategy, and the ~~date~~ultimate success of ~~issuance~~our ofprograms ~~this~~to ~~annual~~enhance ~~report~~and onrealize ~~Form~~value ~~10-K~~at Mt Todd.

Vista’s long-term viability depends upon our ability to realize value from our principal asset, Mt Todd. We seek to maintain adequate liquidity and minimize share dilution as we advance our primary objective to maximize returns to our shareholders by preserving, enhancing, and realizing value from Mt Todd. Our funding strategy is to maintain a low expenditure profile, realize value from our remaining non-core assets and, when considered appropriate, issue additional equity or find other means of financing. Vista also considers possible corporate opportunities as a means to enhance our liquidity. The underlying value and recoverability of the amounts shown as mineral properties and plant and equipment as presented in our Condensed Consolidated Balance Sheets depend on market and industry conditions, our ability to attract sufficient capital resources to execute our strategy, and the ultimate success of our programs to enhance and realize value at Mt Todd.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements required to be disclosed in this annual report on Form 10-K.

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Summary of Quarterly Results


	4th quarter		3rd quarter		2nd quarter		1st quarter
2024
2025
Revenue	$	—	$	—	$	—	$	—
Net income/(loss)	$	(1,712)	$	(723)	$	(2,356)	$	(2,708)
Basic income/(loss) per share	$	(0.01)	$	(0.01)	$	(0.02)	$	(0.02)
2024
Revenue	$	—	$	—	$	—	$	—
Net income/(loss)	$	(1,673)	$	(1,638)	$	15,633	$	(1,073)
Basic income/(loss) per share	$	(0.02)	$	(0.01)	$	0.13	$	(0.01)
2023
Revenue	$	—	$	—	$	—	$	—
Net income/(loss)	$	(1,657)	$	(1,454)	$	(1,503)	$	(1,971)
Basic income/(loss) per share	$	(0.01)	$	(0.01)	$	(0.01)	$	(0.02)

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Critical Accounting Estimates and Recent Accounting Pronouncements

Critical Accounting Estimates

Critical accounting estimates are accounting estimates that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. Management has identified the following critical accounting estimates. See Note 2 to our consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data” for additional accounting policies and estimates.

Impairment Assessment of Long-Lived Assets

Our long-lived assets are evaluated for impairment when information becomes available indicating that the carrying value may not be recoverable. Assumptions and estimates considered in valuing our mineral properties included management’s expectations for the price of gold, foreign exchange rates, costs to build and operate the mine, and projected cash flows. These assumptions are subjective and subject to a range of uncertainties. A feasibility study reduces the uncertainty around some assumptions to an acceptable level and is a primary source of evidence.

Income Taxes

We have assets, hold interests, and conduct activities in several countries and are subject to their tax regimes. Tax laws are complex and continue to evolve. While we have a history of losses, our assumptions made in tax returns are subject to review and interpretation by taxing authorities and could be modified. Our critical tax estimates include timing of future income, deductibility of expenses, sustainability of tax positions, valuation allowances on deferred tax assets, and allocation of expenses between companies.

Recent Accounting Pronouncements

See Note 2 to our consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data” for recent accounting pronouncements applicable to the Company.

Non-U.S. GAAP Financial Measures

In this report, we have provided information prepared or calculated according to U.S. GAAP, as well as provided certain non-U.S. GAAP prospective financial performance measures. Because the non-U.S. GAAP performance measures do not have standardized meanings prescribed by U.S. GAAP, they may not be comparable to similar measures presented by other companies. These measures should not be considered in isolation or as substitutes for measures of performance prepared in accordance with U.S. GAAP. There are limitations associated with the use of ~~such~~ non-U.S. GAAP measures. Since these measures do not incorporate revenues, changes in working capital and non-operating cash costs, they are not necessarily indicative of potential operating profit or loss, or cash flow from operations as determined in accordance with U.S. GAAP.

The non-U.S. GAAP measures associated with Cash Costs, All-in Sustaining Costs (“AISC”), initial capital requirements and resulting per ounce and per tonne processed metrics are not, and are not intended to be, presentations in accordance with U.S. GAAP. These metrics represent costs and unit-cost measures related to the Project. 59

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The non-U.S. GAAP measures presented in this report are not, and are not intended to be, presentations in accordance with U.S. GAAP. These metrics represent financial measures related to the Project.

We believe that these metrics help investors understand the economics of the Project as presented in the Mt Todd FS. We present the non-U.S. GAAP financial measures for our Project in the tables below. ~~Actual~~Presentation based on U.S. GAAP may cause results ~~may~~to vary from the amounts disclosed in this report. Other companies may calculate these measures differently.

61Determination of Non-U.S. GAAP Financial Measures

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Cash Costs, AISC, Initial Capital Requirements per Payable Ounce of Gold and Respective Unit Cost Measures

~~Cash~~This ~~Costs~~report ~~and~~includes ~~AISC,~~the ~~initial~~following ~~capital~~financial ~~requirements~~measures ~~per~~presented ~~payable~~on ~~ounce~~a ~~of gold and respective unit cost measures, are~~ non-U.S. GAAP metrics developed by the World Gold Council to provide transparency into the costs associated with producing gold and provide a standard for comparison across the industry. The Company reports Cash Costs and AISC on a per ounce and per tonne processed basis because we believe these metrics more appropriately reflect mining costs over specified periods and the life of mine. The Company reports initial capital cost requirements per payable ounce of gold because this metric provides a standard measurement of initial capital efficiency. Similar metrics are widely used in the gold mining industry as comparative benchmarks of performance. :

●Cash Costs per ounce produced and per tonne processed;

●AISC per ounce;

●Capital Efficiency; and

●Benefit to Cost Ratio.

Cash Costs ~~consist~~per ofounce ~~Project~~produced ~~operating~~and ~~costs,~~AISC ~~refining~~per ~~costs,~~ounce ~~and~~produced ~~the~~are ~~Jawoyn~~non-U.S. ~~Association~~GAAP ~~royalty~~metrics ~~and~~developed ~~Wheaton~~by ~~Royalty.~~the ~~The~~World ~~sum~~Gold ofCouncil ~~these~~intended ~~costs~~to isimprove ~~divided~~transparency byinto the ~~corresponding~~costs ~~payable~~associated with producing gold ~~ounces~~and orprovide ~~tonnes~~a ~~processed~~standard tofor ~~determine~~comparison across the industry. The Company reports Cash ~~Cost~~Costs and AISC on a per ounce orbasis and Cash Costs on a per tonne processed basis because we believe these metrics, ~~respectively~~appropriately reflect mining costs over specified periods and the life of mine. The Company reports on Capital Efficiency and Benefit to Cost Ratio because these metrics provide a standard measurement of initial capital efficiency. Similar metrics are used in the gold mining industry as comparative benchmarks of performance.

~~AISC~~Cash ~~consists~~Costs consist of ~~Cash~~Project ~~Costs~~operating ~~(as~~costs, ~~described~~refining ~~above)~~costs, ~~plus~~the ~~sustaining~~Jawoyn ~~capital~~Royalty, ~~costs~~and the Wheaton Royalty. The sum of these costs is divided by the corresponding ~~payable~~ounces of gold ~~ounces~~produced or tonnes processed to determine ~~AISC~~Cash Cost per ounce of gold produced or per tonne processed metrics, respectively.

~~Other~~AISC ~~costs~~consists ~~excluded~~of ~~from~~ Cash Costs, ~~and~~(as ~~AISC~~described ~~include~~above), ~~depreciation~~plus ~~and~~sustaining ~~amortization,~~capital ~~income~~costs. ~~taxes,~~The ~~government~~sum ~~royalties,~~of ~~financing~~these ~~charges,~~ costs ~~related~~is todivided ~~business~~by ~~combinations,~~the ~~asset~~corresponding ~~acquisitions~~ounces ~~other~~of ~~than~~gold ~~sustaining~~produced ~~capital,~~to ~~and~~determine ~~asset~~the ~~dispositions~~AISC per ounce metric.

~~Initial~~Costs ~~capital~~excluded ~~requirements~~from ~~per~~Cash ~~payable~~Costs ~~ounce~~and ofAISC ~~gold~~include ~~consists~~depreciation ofand ~~total~~amortization, ~~initial~~exploration ~~capital~~and ~~requirements~~development ~~divided~~costs bynot ~~the~~required ~~corresponding~~to ~~payable~~

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