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 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.

Current wording

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements for the three and six months ended June 30, 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

All dollar amounts are in U.S. dollars in thousands, except per share amounts, commodity prices, and currency exchange rates unless specified otherwise.

Current wording

All dollar amounts are in U.S. dollars in thousands, unless specified otherwise.

Previous 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.

Current wording

Our flagship asset is the Mt Todd Gold Project (“Mt Todd” or the “Project”), a development-stage gold deposit located in the Tier-1 mining 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

We are building on the strengths of Mt Todd and working to position it as a leading development opportunity within the gold sector. We expect continued strength in the gold price.

Current wording

We are building on Mt Todd’s strengths as a leading development opportunity within the gold sector, which has experienced the effects of an upward trend in the gold price over several years.

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 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.

Current wording

The Project offers strategic optionality through development as a large or mid-scale project. 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 17.75 million tonnes per annum (“tpa”), operation.

Previous 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.

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 5.3 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 an attractive alternative scale project. A project of this scale could reduce financing, development, and operating risks.

Previous 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.

Current wording

Cash totaled $13,211 and working capital was $12,300 at June 30, 2025. See “Liquidity and Capital Resources”. The Company had no debt as of June 30, 2025.

Previous 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.

Current wording

Consolidated net income (loss) for the three months ended June 30, 2025 and 2024 was ($2,356) and $15,633, or ($0.02) and $0.13 per basic share, respectively. Consolidated net income (loss) for the six months ended June 30, 2025 and 2024 was ($5,064) and $14,560, or ($0.04) and $0.12 per basic share, respectively. The principal components of the period-over-period changes are discussed below.

Previous wording

Net cash used in operating activities was $1,820 and $1,318 for the three months ended March 31, 2025 and 2024, respectively. The increase in operating cash outflows largely resulted from higher expenditures for project programs that were expensed rather than capitalized, partially offset by sources of cash resulting from changes in working capital of $253.

Current wording

Net cash used in operating activities was $4,115 and $2,695 for the six months ended June 30, 2025 and 2024, respectively. The increase in operating cash outflows largely resulted from 2025 expenditures for the 2025 FS while costs of the 2024 drilling program were recorded as capitalized development costs and included in investing activities, partially offset by sources of cash resulting from changes in working capital.

Previous 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.

Current wording

Net cash provided by (used in) investing activities was ($200) and $16,692 for the six months ended June 30, 2025 and 2024, respectively. Investing cash flows were higher in 2024 because the Company received Royalty Agreement proceeds totaling $17,000, as well as $802 for the sale of certain used mill equipment, net of selling costs. These inflows were partially offset by expenditures for higher capitalized development costs of $878 in 2024.

Previous 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.

Current wording

During the six months ended June 30, 2025 and 2024, net cash of $576 and $159, respectively, was provided by financing activities. Cash provided by financing activities during the six months ended June 30, 2025 was $821 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 provided by financing activities during the six months ended June 30, 2024 was $244 of net proceeds under the ATM Program offset by payments of $85 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 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.

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 June 30, 2025 and December 31, 2024, comprised cash and cash equivalents was $13,211 and $16,950, respectively. This represents a net decrease of $3,739 during the six months ended June 30, 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 $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.

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 $12,300 and $16,457 at June 30, 2025 and December 31, 2024, respectively. This represents a net decrease of $4,157 during the six months ended June 30, 2025.

Previous 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.

Current wording

During the six months ended June 30, 2025, the Company’s primary sources of cash inflows were $821 from equity financing activity and interest income of $309. These sources of cash were offset by net operating cash outflows, of $4,424 and other expenditures of $445. Recurring costs for corporate administration and Mt Todd maintenance, and spending on the 2025 FS and other project programs comprise most of the Company’s net operating cash outflows during the six months ended June 30, 2025. Of the other expenditures, $150 was related to Vista’s mineral resources development activities at Mt Todd. Additional details regarding financial results for the six months ended June 30, 2025 are presented in the “Results from Operations” section above and the preceding narratives in this section regarding operating activities, investing activities, and financing activities.

Previous 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.

Current wording

For the 12-month period following June 30, 2025, the Company estimates net recurring expenditures will be approximately $7,100, plus $1,800 related to work plans at Mt Todd which mostly relate to completion of the 2025 FS and installation of equipment for expansion of Mt Todd’s enhanced water evaporation system. Management expects to fund Vista’s activities during the next twelve months from existing Working Capital. Equity financing may also be utilized to supplement the Company’s Working Capital.

Previous 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.

Current wording

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 six months ended June 30, 2025, the Company issued 975,000 Common Shares under the ATM Program for net proceeds of $821. As of June 30, 2025, $6,937 remained available under the ATM Program.

Previous wording

Other potential sources of cash inflows may include other equity issuances not covered by the ATM Program, monetization of Vista’s remaining non-core assets, which include a royalty interest on a property in the U.S., another royalty interest on a property in Canada, and used mill equipment that is being marketed by a third-party mining equipment dealer.

Current wording

Other potential sources of cash inflows may include other equity issuances not covered by the ATM Program, monetization of Vista’s remaining non-core assets, which include two royalty interests on properties in the U.S., another royalty interest on a property in Canada, and used mill equipment that is being marketed by a third-party mining equipment dealer.

Previous 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.

Current wording

We believe our Working Capital as of June 30, 2025, together with other potential future sources of financing and sales of non-core assets, will be sufficient to fund our currently planned net 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 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.

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 that support our value realization objectives. Vista also considers possible corporate opportunities to enhance 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 $2,400 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.

Current wording

Vista expects to incur expenditures of approximately $2,700 for its Mt Todd site management and environmental stewardship activities and $1,800 for discretionary programs for the ensuing 12 months following June 30, 2025, about half of which relates to the 2025 FS.