VISTA GOLD CORP

Previous wording

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2024, and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States. This discussion and analysis contains forward-looking statements and forward-looking information that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements and information as a result of many factors. See section heading “Note Regarding Forward-Looking Statements” below.

Current wording

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements for the three months ended March 31, 2025, 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 and forward-looking information that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements and information as a result of many factors. See section heading “Note Regarding Forward-Looking Statements” below.

Previous wording

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

Current wording

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.

Previous wording

The Project 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 project costs updated in 2024 demonstrating strong economics for development of a 50,000 tonnes per day (“ktpd”), nominally 17.5 million tonnes per annum (“mtpa”), operation.

Current wording

The Project 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 “2024 FS”). The 2024 FS demonstrated strong economics for development of a 50,000 tonnes per day (“tpd”), nominally 17.5 million tonnes per annum (“tpa”), operation.

Previous wording

In view of the substantial investment required to develop Mt Todd as a large-scale project, we completed an internal scoping study in 2023 for an alternative 15 ktpd operation, nominally 5.2 mtpa. A project of this scale could reduce financing, development, and operating risks.

Current wording

Given the substantial investment required to develop Mt Todd as a large-scale project, we completed an internal scoping study in 2023 for an alternative 15,000 tpd operation, nominally 5.2 million tpa. In 2024, we undertook additional internal assessments and trade-off studies to evaluate the economic potential for a range of processing and mining rates. The assessments identified the 15,000 tpd operation as the optimal alternative scale project. A project of this scale could reduce financing, development, and operating risks.

Previous wording

We are finalizing trade-off studies and preliminary evaluations for Mt Todd and anticipate moving forward with a feasibility study targeting throughput in the range of 12-17 ktpd (4-6 mtpa), with 150,000 to 200,000 ounces (150-200 “koz”) of annual gold production, an initial capital cost of less than $400 million, and a mineral reserve grade of approximately 1 gram gold per tonne (“g Au/t”). 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 feasibility study will leverage prior technical studies and the work completed for the 50 ktpd feasibility study, preserve the potential for future expansion, and demonstrate the opportunity for Mt Todd to deliver substantial economic returns in a range of development scenarios. A decision to commence the feasibility study is expected prior to the end of the year.

Current wording

In December 2024, Vista commenced a new Mt Todd feasibility study focused on developing a 15,000 tpd or 5.2 million tpa operation (the “2025 FS”). The study aims to increase the reserve grade to 1 gram gold per tonne (“g Au/t”) by applying a higher cut-off grade. It will also incorporate mine scheduling optimization strategies that prioritize higher grade ore during the early years of operation. The study targets initial capex of about $400 million, a 60% reduction compared to the previous study. Projected average annual gold production ranges from 150,000 – 200,000 ounces. By using contract mining, third-party power generation, and design/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 2024 FS, preserve the potential for future expansion, and demonstrate the opportunity for Mt Todd to deliver attractive economic returns. The 2025 FS is progressing as planned, with completion anticipated mid-2025.

Previous wording

The Company continues to prioritize a low overall spending profile and efficient use of resources to advance Mt Todd. Our funding strategy is to maintain adequate liquidity while minimizing 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 means to enhance its liquidity and deliver shareholder value.

Current wording

The Company continues to prioritize the efficient use of 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.

Previous wording

The Mt Todd FS contemplates a plant processing 50 ktpd and demonstrates the underlying value potential of a large-scale gold project. Highlights include:

Current wording

The 2024 FS contemplated a plant processing 50,000 tpd and demonstrated the underlying value potential of a large-scale gold project. Highlights include:

Previous wording

After completing the Mt Todd FS, the NT enacted the Mineral Royalties Act 2024 (“Royalties Act”) effective July 1, 2024. The Royalties Act replaces the prior net profits royalty regime with an ad valorem royalty regime for new mines. A 3.5% ad valorem royalty rate will be applied under the Royalties Act to gold production from Mt Todd. This represents a nearly

Current wording

After Vista completed the 2024 FS, the NT enacted the Mineral Royalties Act 2024 (“Royalties Act”) effective July 1, 2024. The Royalties Act replaces the prior net profits royalty regime with an ad valorem royalty regime for new mines. Under the Royalties Act, a 3.5% ad valorem royalty rate will be applied to gold production from Mt Todd. This represents a nearly 50% reduction in payable NT royalties compared to the 2024 FS and should result in improved project economics. 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.

Previous wording

The tables below present the estimated mineral resources and mineral reserves for the Project. The following mineral resources and mineral reserves were prepared in accordance with S-K 1300 as set forth in the Mt Todd FS, which is available as Exhibit 96.1 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 14, 2024.

Current wording

The tables below present the estimated mineral resources and mineral reserves for the Project. The following mineral resources and mineral reserves were prepared in accordance with S-K 1300 as set forth in the 2024 FS, which is available as Exhibit 96.1 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 14, 2024.

Previous wording

The Mt Todd FS is the technical report summary, prepared pursuant to S-K 1300, that was filed with the SEC on March 14, 2024 and is entitled “S-K 1300 Technical Report Summary – Mt Todd Gold Project – 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 and an issue date of March 14, 2024. The technical report summary remains current in all material respects.

Current wording

The 2024 FS is the technical report summary, prepared pursuant to S-K 1300, that was filed with the SEC on March 14, 2024 and is entitled “S-K 1300 Technical Report Summary – Mt Todd Gold Project – 50,000 tpd Feasibility Study –

Previous wording

A companion feasibility study for Canadian purposes, pursuant to National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), was prepared in accordance with Canadian Institute of Mining, Metallurgy and Petroleum definition standards (“CIM Definition Standards”) for reporting of mineral resources and mineral reserves and was filed on SEDAR on April 16, 2024 and is entitled “NI 43-101 Technical Report – Mt Todd Gold Project – 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 and an issue date of April 16, 2024. The companion report is referenced herein for informational purposes only. The mineral resources and mineral reserves for this report are the same as the mineral resources and mineral reserves for the report prepared in accordance with S-K 1300.

Current wording

A companion feasibility study for Canadian purposes, pursuant to National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), was prepared in accordance with CIM Definition Standards for reporting of mineral resources and mineral reserves and was filed on SEDAR on April 16, 2024 and is entitled “NI 43-101 Technical Report – Mt Todd Gold Project – 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of March 12, 2024 and an issue date of April 16, 2024. The companion report is referenced herein for informational purposes only. The mineral resources and mineral reserves for this report are the same as the mineral resources and mineral reserves for the report prepared in accordance with S-K 1300.

Previous wording

The Mt Todd FS is available for review at www.sec.gov and under our profile at www.sedarplus.ca. The Mt Todd FS is not incorporated by reference into this quarterly report on Form 10-Q.

Current wording

The 2024 FS is available for review at www.sec.gov and under our profile at www.sedarplus.ca. The 2024 FS is not incorporated by reference into this quarterly report on Form 10-Q.

Previous wording

Cash totaled $18,954 and working capital was $18,083 at September 30, 2024. See “Liquidity and Capital Resources”. The Company had no debt as of September 30, 2024.

Current wording

Cash totaled $14,970 and working capital was $13,974 at March 31, 2025. See “Liquidity and Capital Resources”. The Company had no debt as of March 31, 2025.

Previous wording

Consolidated net loss for the three months ended September 30, 2024 and 2023 was $1,638 and $1,454, or $0.01 and $0.01 per basic share, respectively. Consolidated net income (loss) for the nine months ended September 30, 2024 and 2023 was $12,922 and ($4,928), or $0.11 and ($0.04) per basic share, respectively. The principal components of the period-over-period changes are discussed below.

Current wording

Consolidated net loss for the three months ended March 31, 2025 and 2024 was $2,708 and $1,073, or $0.02 and $0.01 per basic share, respectively. The principal components of the period-over-period changes are discussed below.

Previous wording

Corporate administration costs were $720 and $666 during the three months ended September 30, 2024 and 2023, respectively; and $2,726 and $2,712 for the nine months ended September 30, 2024 and 2023, respectively. The increase in 2024 for the comparable three-month periods was partially due to personnel costs being higher by $67. The total expenses in the comparable nine-month periods were substantially unchanged.

Current wording

Corporate administration costs were $1,298 and $1,256 during the three months ended March 31, 2025 and 2024, respectively. The total expenses in the comparable three-month periods were substantially unchanged.

Previous wording

Net cash provided by (used in) investing activities was $16,139 and ($43) for the nine months ended September 30, 2024 and 2023, respectively. The Company received the second instalment payment of $7,000 and final instalment payment of $10,000 under the Royalty Agreement and $802 for the sale of certain used mill equipment, net of selling costs, in the 2024 period. These inflows were partially offset by expenditures for capitalized development drilling costs of $1,503.

Current wording

Net cash provided by (used in) investing activities was ($184) and $7,247 for the three months ended March 31, 2025 and 2024, respectively. Investing cash flows were higher in 2024 because the Company received the second Royalty Agreement instalment payment of $7,000 and $802 for the sale of certain used mill equipment, net of selling costs, both of which only occurred in 2024. These inflows were partially offset by expenditures for higher capitalized development costs of $354 in 2024.

Previous wording

During the nine months ended September 30, 2024 and 2023, net cash of $554 and $871, respectively, was provided by financing activities. Cash provided by financing activities during the nine months ended September 30, 2024 was $639 of net proceeds under the ATM Program (as defined below) offset by payments of $85 for employee withholding tax obligations in lieu of issuing common shares of the Company (“Common Shares”) earned from the vesting of restricted share unit awards. Cash provided by financing activities during the nine months ended September 30, 2023 was $1,013 of net proceeds under the ATM Program offset by payments of $142 for employee withholding tax obligations in lieu of issuing Common Shares earned from the vesting of restricted share unit awards.

Current wording

During the three months ended March 31, 2025 and 2024, net cash of $24 and ($85), respectively, was provided by/(used in) financing activities. Cash provided by financing activities during the three months ended March 31, 2025 was $269 of net proceeds under the ATM Program (as defined below) offset by payments of $245 for employee withholding taxes in lieu of issuing common shares of the Company (“Common Shares”) earned from the vesting of restricted share unit awards. Cash used by financing activities during the three months ended March 31, 2024 was for payments for employee withholding taxes in lieu of issuing Common Shares earned from the vesting of restricted share unit awards.

Previous wording

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 September 30, 2024, comprising cash and cash equivalents of $18,954, reflected a net increase of $12,885 during the nine months ended September 30, 2024.

Current wording

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 March 31, 2025, comprised cash and cash equivalents of $14,970, reflected a net decrease of $1,980 during the three months ended March 31, 2025.

Previous wording

Current assets, net of current liabilities (“Working Capital”), is a secondary measure of liquidity for the Company. The Company had Working Capital of $18,083 and $5,576 at September 30, 2024 and December 31, 2023, respectively.

Current wording

Current assets, net of current liabilities (“Working Capital”), is a secondary measure of liquidity for the Company. The Company had Working Capital of $13,974 and $16,457 at March 31, 2025 and December 31, 2024, respectively. This represents a net decrease of $2,483 during the three months ended March 31, 2025.

Previous wording

During the nine months ended September 30, 2024, the Company’s primary sources of cash inflows were: $17,000 from its grant of the Royalty on Mt Todd; $802 upon sale of a portion of its used mill equipment; $639 from equity financings, and $496 from interest income. As of September 30, 2024, Vista has received the entire $20,000 as set forth in the Royalty Agreement. Cash received from Wheaton is only for the purposes of advancing Mt Todd and general corporate purposes. These sources of cash were offset by net operating cash outflows of $3,808 and other expenditures of $1,748. Recurring costs for corporate administration and Mt Todd maintenance were most of the Company’s net operating cash outflows during the nine months ended September 30, 2024. Of the other expenditures, $1,503 related to Vista’s development drilling program at Mt Todd. Additional details regarding 2024 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.

Current wording

During the three months ended March 31, 2025, the Company’s primary sources of cash inflows were $269 from equity financing activity and interest income of $169. These sources of cash were offset by net operating cash outflows, excluding interest, of $1,989 and other expenditures of $429. Recurring costs for corporate administration and Mt Todd maintenance, and spending on project programs were most of the Company’s net operating cash outflows during the three months ended March 31, 2025. Of the other expenditures, $150 related to Vista’s mineral resources development activities at Mt Todd. Additional details regarding 2024 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.

Previous wording

For the ensuing 12 months following September 30, 2024, the Company estimates net recurring costs will be approximately $6,400, plus $4,200 relates to work plans at Mt Todd for the finalization of a 6,000-7,000-meter drilling program; purchase of equipment for a water evaporation system; various technical studies, and several planned maintenance projects. Management expects to fund Vista’s activities during the next twelve months from existing Working Capital and interest income.

Current wording

For the 12-month period following March 31, 2025, the Company estimates net recurring costs will be approximately $6,500, plus $3,000 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. Management expects to fund Vista’s activities during the next twelve months from existing Working Capital and interest income. Equity financing may also be utilized to supplement the Company’s Working Capital.

Previous wording

In 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 aggregate gross proceeds of up to $10,000 (the “ATM Program”). During the nine months ended September 30, 2024, the Company issued 1,018,564 Common Shares under the ATM Program for net proceeds of $639. As of September 30, 2024, $8,042 remained available under the ATM Program.

Current wording

Vista is 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 aggregate gross proceeds of up to $8,000 (the “ATM Program”). During the three months ended March 31, 2025, the Company issued 400,000 Common Shares under the ATM Program for net proceeds of $269. As of March 31, 2025, $7,506 remained available under the ATM Program.

Previous wording

financing and sales of non-core assets, will be sufficient to fund our currently planned corporate expenses, Mt Todd holding costs, and anticipated discretionary programs for at least one year from the date of issuance of this quarterly report on Form 10-Q.

Current wording

We believe our Working Capital as of March 31, 2025, together with 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 for at least one year from the date of issuance of this quarterly report on Form 10-Q.

Previous wording

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 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.

Current wording

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 utilize 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.

Previous wording

Vista expects to incur expenditures of approximately $2,500 for its Mt Todd site management and environmental stewardship activities and $4,200 for discretionary programs for the ensuing 12 months following September 30, 2024, most of which relates to the 2024 drilling program.

Current wording

Vista expects to incur expenditures of approximately $2,400 for its Mt Todd site management and environmental stewardship activities and $3,000 for discretionary programs for the ensuing 12 months following March 31, 2025, most of which relates to the 2025 FS.

Previous wording

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of thePrivate 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 quarterly report on Form 10-Q, our other filings with the Securities and Exchange Commission 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, such things as those listed below.

Current wording

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of thePrivate 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 quarterly report on Form 10-Q, 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, such things as those listed below.