VISTA GOLD CORP._March 31, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 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 LLC

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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date: 124,830,502 common shares, without par value, outstanding as of April 24, 2025.

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VISTA GOLD CORP.

FORM 10-Q

For the Quarter Ended March 31, 2025

INDEX


	Page
PART I – FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 4. CONTROLS AND PROCEDURES	24
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	25
ITEM 1A. RISK FACTORS	25
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	25
ITEM 4. MINE SAFETY DISCLOSURE	25
ITEM 5. OTHER INFORMATION	25
ITEM 6. EXHIBITS	26
SIGNATURES

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PART I

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

VISTA GOLD CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in U.S. dollars and in thousands)



	March 31,		December 31,
	2025		2024
Assets:
Current assets:
Cash and cash equivalents	$	14,970	$	16,950
Other current assets		400		553
Total current assets		15,370		17,503

Non-current assets:
Mineral properties (Note 3)		1,070		920
Plant and equipment, net (Note 4)		494		482
Other non-current assets		69		69
Total non-current assets		1,633		1,471
Total assets	$	17,003	$	18,974

Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable	$	312	$	160
Accrued liabilities and other (Note 5)		1,084		886
Total current liabilities		1,396		1,046
Non-current liabilities:
Other liabilities		25		21
Total non-current liabilities		25		21
Total liabilities		1,421		1,067

Commitments and contingencies (Note 8)

Shareholders’ equity:
Common shares, no par value - unlimited shares authorized; shares outstanding: 2025 - 124,555,502 and 2024 - 123,552,011 (Note 7)		478,444		478,061
Accumulated deficit		(462,862)		(460,154)
Total shareholders’ equity		15,582		17,907
Total liabilities and shareholders’ equity	$	17,003	$	18,974

Approved by the Board of Directors

/s/ Patrick F. Keenan

Patrick F. Keenan

Director

/s/ John M. Clark

John M. Clark

Director

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VISTA GOLD CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Dollar amounts in U.S. dollars and in thousands, except per share data)


	Three Months Ended March 31,
	2025		2024
Operating income (expense):
Exploration, property evaluation and holding costs	$	(1,538)	$	(752)
Corporate administration		(1,298)		(1,256)
Depreciation and amortization		(22)		(12)
Gain on sale of plant and equipment (Note 4)		—		802
Total operating expense, net		(2,858)		(1,218)

Non-operating income (expense):
Interest income		169		103
Other income (expense)		(19)		42
Total non-operating income		150		145

Loss before income taxes		(2,708)		(1,073)
Net loss	$	(2,708)	$	(1,073)

Basic:
Weighted average number of shares outstanding		123,873,020		121,217,992
Net loss per share	$	(0.02)	$	(0.01)

Diluted:
Weighted average number of shares outstanding		123,873,020		121,217,992
Net loss per share	$	(0.02)	$	(0.01)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VISTA GOLD CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Dollar amounts in U.S. dollars and in thousands)



						Total
	Common			Accumulated		Shareholders’
	Shares	Amount		Deficit		Equity
Balances at January 1, 2024	121,088,494	$	476,354	$	(471,403)	$	4,951
Shares issued, net of offering costs	100,000		53		—		53
Shares issued (RSUs vested, net of shares withheld)	445,551		(85)		—		(85)
Stock-based compensation	—		291		—		291
Net loss	—		—		(1,073)		(1,073)
Balances at March 31, 2024	121,634,045	$	476,613	$	(472,476)	$	4,137


Balances at January 1, 2025	123,552,011	$	478,061	$	(460,154)	$	17,907
Shares issued, net of offering costs	400,000		269		—		269
Shares issued (RSUs vested, net of shares withheld)	603,491		(245)		—		(245)
Stock-based compensation	—		359		—		359
Net loss	—		—		(2,708)		(2,708)
Balances at March 31, 2025	124,555,502	$	478,444	$	(462,862)	$	15,582

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VISTA GOLD CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in U.S. dollars and in thousands)


	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities:
Net loss	$	(2,708)	$	(1,073)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		22		12
Stock-based compensation		359		291
Gain on sale of plant and equipment		—		(802)
Change in working capital account items:
Other current assets		153		44
Accounts payable, accrued liabilities and other		354		210
Net cash used in operating activities		(1,820)		(1,318)
Cash flows from investing activities:
Proceeds from grant of royalty interest in mineral titles		—		7,000
Net proceeds from sale of plant and equipment		—		802
Additions to plant and equipment		(34)		(51)
Capitalized mineral property development costs		(150)		(504)
Net cash provided by/(used in) investing activities		(184)		7,247
Cash flows from financing activities:
Proceeds from equity financing, net		269		—
Payment of taxes from withheld shares		(245)		(85)
Net cash provided by/(used in) financing activities		24		(85)

Net increase (decrease) in cash and cash equivalents		(1,980)		5,844
Cash and cash equivalents, beginning of period		16,950		6,069
Cash and cash equivalents, end of period	$	14,970	$	11,913

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VISTA GOLD CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in U.S. dollars and in thousands, except share-related amounts)

1. Overview of Operations and Basis of Presentation

Vista Gold Corp. and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) operate in the gold mining industry. The Company’s flagship asset is its 100% owned Mt Todd gold project (“Mt Todd” or the “Project”) in Northern Territory, Australia. Since acquiring Mt Todd in 2006, we have invested substantial financial resources to systematically explore, evaluate, engineer, permit, and de-risk the Project.

The interim Condensed Consolidated Financial Statements (“interim statements”) of the Company are unaudited. In the opinion of management, all adjustments, reclassifications, and disclosures necessary for a fair presentation of these interim statements are included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2024 as filed with the United States Securities and Exchange Commission and Canadian securities regulatory authorities on Form 10-K (“2024 Financial Statements”). The balance sheet as of December 31, 2024 as presented herein was derived from the Company’s audited financial statements and, in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by United States generally accepted accounting principles have been condensed or omitted. Certain prior period amounts presented were reclassified within the Operating Income (Expense) section of the Unaudited Condensed Consolidated Statements of Income/(Loss) and within the Unaudited Condensed Consolidated Statements of Cash Flows to conform with the current period presentation.

These interim statements have been prepared on the going concern basis of accounting, which contemplates Vista having the ability to meet its obligations when due in the normal course of business for the foreseeable future. Because the Company does not have recurring cash inflows from operations or investments, we rely on other sources of financing to fund operations. Such funding sources may include sales of non-core assets, equity issuances, royalty or stream agreements, convertible instruments, and debt facilities. Although management estimates the Company has access to sufficient cash flows for the next twelve months, there can be no assurance that the Company will be able to obtain adequate funding, or that such funding will be on terms acceptable to the Company, to meet future operational needs which may result in the delay, reduction, or discontinuation of ongoing programs.

References to $ are to United States dollars and A$ are to Australian dollars.

2. Significant Accounting Policies

Significant accounting policies are included in the 2024 Financial Statements.

3. Mineral Properties

Mt Todd, Northern Territory, Australia

The capitalized mineral property values are as follows:


	At March 31, 2025		At December 31, 2024
Mt Todd, Australia	$	1,070	$	920

Vista acquired Mt Todd in March 2006. The purchase price and related transaction costs of $2,146 were capitalized as mineral properties. Since 2006, the Company has systematically advanced the Project through exploration, metallurgical testing, engineering, environmental/operational permitting activities, and ongoing site management activities. Prior to 2024, costs associated with these and other related activities were charged to expense as incurred.

Mineral resource development costs are capitalized for an ore body where proven and probable reserves exist, and the activities are directed at obtaining additional information about the ore body or converting measured, indicated, and

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inferred resources to proven and probable reserves. All other property-related costs are expensed as incurred. Capitalized mineral property development costs totaled $150 and $504 in the three months ended March 31, 2025 and 2024, respectively. The Company derecognized $3,091 of mineral property costs in June 2024 upon recognition of the gain on grant of a royalty interest in Mt Todd, see Note 6. See Note 8 for a discussion of commitments and contingencies associated with Mt Todd.

4. Plant and Equipment


	March 31, 2025						December 31, 2024
			Accumulated						Accumulated
	Cost		Depreciation		Net		Cost		Depreciation		Net
Mt Todd, Australia	$	5,766	$	5,272	$	494	$	5,732	$	5,250	$	482
Corporate, United States		303		303		—		303		303		—
	$	6,069	$	5,575	$	494	$	6,035	$	5,553	$	482

In March 2024, the Company recorded a gain of $802 upon sale of certain components of our used mill equipment. Gross proceeds totaling $900 were offset by selling expense of $98.

5. Other Current Liabilities

The following table sets forth the Company’s accrued liabilities and other at March 31, 2025 and December 31, 2024:


	At March 31, 2025		At December 31, 2024
Accrued accounts payable	$	541	$	273
Accrued employee compensation and benefits		506		576
Other current liabilities		37		37
	$	1,084	$	886

6. Gain on Grant of Royalty

On December 13, 2023, Vista Gold Australia Pty. Ltd. (“Vista Gold Australia”), a wholly owned subsidiary of the Company, entered into a royalty agreement with Wheaton Precious Metals (Cayman) Co., an affiliate of Wheaton Precious Metals Corp. (“Wheaton”), in relation to Mt Todd (the “Royalty Agreement”).

Pursuant to the terms of the Royalty Agreement, Wheaton agreed to provide Vista with $20,000 cash in three instalments to advance Mt Todd and for general corporate purposes, excluding direct expenditures for any project other than Mt Todd, in exchange for payments of a portion of the gross revenue from Mt Todd, (the “Royalty”). As of March 31, 2024, the first two instalments totaling $10,000 had been received. This amount was presented as deferred gain on grant of royalty at March 31, 2024. The final instalment of $10,000 was received in June 2024. Upon receipt of the final instalment in June 2024, the Company recognized a gain on grant of royalty interest in mineral titles of $16,909. The gain comprised previously deferred instalment payments totaling $10,000 and the $10,000 received for the final instalment, net of the associated mineral property carrying value as of the date the final instalment was received.

The Royalty is at a rate of 1% of gross revenue from the Project if the completion objectives for the Project are achieved by April 1, 2028. Beginning April 1, 2028, if the completion objectives for the Project are not achieved, the Royalty shall increase annually at a rate of up to 0.13% to a maximum Royalty rate of 2%. Any annual increases beginning April 1, 2028 shall be reduced on a pro rata basis to the extent that Mt Todd has initiated operations but has yet to achieve a completion test at an average daily processing rate of 15,000 tonnes per day. The Royalty rate, the annual increase percentage, and maximum Royalty rate can each be reduced by one-third upon the occurrence of one of the following events: (i) a change of control of Vista Gold Australia occurs prior to April 1, 2028 and Vista Gold Australia provides timely notice and payment to Wheaton of certain amounts; or (ii) payment to Wheaton of the applicable Royalty associated with Vista Gold Australia delivering 3.47 million gold ounces to a third party. The Royalty is payable on production from both the Mt Todd mining and exploration licenses. Wheaton has also been granted a right of first refusal on future royalties, streams or pre-pays pertaining to Mt Todd.

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A security interest was granted by Vista Gold Australia to Wheaton. The security includes, among other things, a mortgage over the Mt Todd tenements and a collateralized interest in the assets, rights and interests of Vista Gold Australia.

7. Common Shares

Equity Financing

Vista is party to an at-the-market offering agreement (the “ATM Agreement”) with H. C. Wainwright & Co., LLC (“Wainwright”), under which the Company has the right, but is not obligated, to issue and sell Common Shares in the capital of the Company (each a “Common Share”) through Wainwright (the “ATM Program”). The ATM Agreement was refreshed in November 2024 to allow for aggregate sales proceeds of up to $8,000.

During the three months ended March 31, 2025, the Company realized net proceeds of $269 under the ATM Program. During the three months ended March 31, 2024, the Company realized net proceeds of $53 under the ATM Program, which were settled in April 2024. As of March 31, 2025, $7,506 remained available under the ATM Program.

Stock-Based Compensation

The Company’s active stock-based compensation plans include restricted share units (“RSUs”) issuable pursuant to the Company’s long-term equity incentive plan and deferred share units (“DSUs”) issuable pursuant to the Company’s deferred share unit plan (“DSU Plan”). The Company's stock option plan remains in place, however no new issuances can be made at this time. Stock-based compensation may be issued to our directors, officers, employees, and consultants. The maximum number of Common Shares that may be reserved for issuance under the combined stock-based compensation plans is a variable number equal to 10% of the issued and outstanding Common Shares on a non-diluted basis at any particular time. Stock-based compensation may be granted from time to time at the discretion of the Board of Directors of the Company (the “Board”), with vesting provisions as determined by the Board.

Stock-based compensation expense was:


		Three Months Ended March 31,

SEC Form 10-Q filed by Vista Gold Corp