VISTA GOLD CORP._June 30, 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 June 30, 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: 125,181,090 common shares, without par value, outstanding as of August 6, 2025.

Table of Contents

VISTA GOLD CORP.

FORM 10-Q

For the Quarter Ended June 30, 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	14
ITEM 4. CONTROLS AND PROCEDURES	21
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	22
ITEM 1A. RISK FACTORS	22
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	22
ITEM 4. MINE SAFETY DISCLOSURE	22
ITEM 5. OTHER INFORMATION	22
ITEM 6. EXHIBITS	23
SIGNATURES

Table of Contents

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)



	June 30,		December 31,
	2025		2024
Assets:
Current assets:
Cash and cash equivalents	$	13,211	$	16,950
Other current assets		315		553
Total current assets		13,526		17,503

Non-current assets:
Mineral properties (Note 3)		1,070		920
Plant and equipment, net (Note 4)		487		482
Other non-current assets		69		69
Total non-current assets		1,626		1,471
Total assets	$	15,152	$	18,974

Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable	$	148	$	160
Accrued liabilities and other (Note 5)		1,078		886
Total current liabilities		1,226		1,046
Non-current liabilities:
Other liabilities		29		21
Total non-current liabilities		29		21
Total liabilities		1,255		1,067

Commitments and contingencies (Note 8)

Shareholders’ equity:
Common shares, no par value - unlimited shares authorized; shares outstanding: 2025 - 125,130,502 and 2024 - 123,552,011 (Note 7)		479,115		478,061
Accumulated deficit		(465,218)		(460,154)
Total shareholders’ equity		13,897		17,907
Total liabilities and shareholders’ equity	$	15,152	$	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.

Table of Contents

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 June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Operating income (expense):
Exploration, property evaluation and holding costs	$	(1,784)	$	(629)	$	(3,322)	$	(1,381)
Corporate administration		(678)		(779)		(1,976)		(2,035)
Depreciation and amortization		(23)		(14)		(45)		(26)
Gain on grant of royalty interest in mineral titles (Note 6)		—		16,909		—		16,909
Gain on sale of plant and equipment (Note 4)		—		—		—		802
Total operating income (expense), net		(2,485)		15,487		(5,343)		14,269

Non-operating income (expense):
Interest income		140		163		309		266
Other income (expense)		(11)		(17)		(30)		25
Total non-operating income		129		146		279		291

Income (loss) before income taxes		(2,356)		15,633		(5,064)		14,560
Net income (loss)	$	(2,356)	$	15,633	$	(5,064)	$	14,560

Basic:
Weighted average number of shares outstanding		124,931,351		121,922,034		124,405,109		121,570,013
Net income (loss) per share	$	(0.02)	$	0.13	$	(0.04)	$	0.12

Diluted:
Weighted average number of shares outstanding		124,931,351		125,421,848		124,405,109		124,620,981
Net income (loss) per share	$	(0.02)	$	0.12	$	(0.04)	$	0.12

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

Table of Contents

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 April 1, 2024	121,634,045	$	476,613	$	(472,476)	$	4,137
Shares issued, net of offering costs	360,119		191		—		191
Shares issued (DSUs vested)	295,000		—		—		—
Stock-based compensation	—		179		—		179
Net income	—		—		15,633		15,633
Balances at June 30, 2024	122,289,164	$	476,983	$	(456,843)	$	20,140

Balances at April 1, 2025	124,555,502	$	478,444	$	(462,862)	$	15,582
Shares issued, net of offering costs	575,000		552		—		552
Stock-based compensation	—		119		—		119
Net loss	—		—		(2,356)		(2,356)
Balances at June 30, 2025	125,130,502	$	479,115	$	(465,218)	$	13,897

						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	460,119		244		—		244
Shares issued (RSUs vested, net of shares withheld)	445,551		(85)		—		(85)
Shares issued (shares issued in exchange for vested DSUs)	295,000		—		—		—
Stock-based compensation	—		470		—		470
Net income	—		—		14,560		14,560
Balances at June 30, 2024	122,289,164	$	476,983	$	(456,843)	$	20,140


Balances at January 1, 2025	123,552,011	$	478,061	$	(460,154)	$	17,907
Shares issued, net of offering costs	975,000		821		—		821
Shares issued (RSUs vested, net of shares withheld)	603,491		(245)		—		(245)
Stock-based compensation	—		478		—		478
Net loss	—		—		(5,064)		(5,064)
Balances at June 30, 2025	125,130,502	$	479,115	$	(465,218)	$	13,897

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

Table of Contents

VISTA GOLD CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

SEC Form 10-Q filed by Vista Gold Corp