VISTA GOLD CORP
For the period ended Dec 31, 2025. Filed Mar 11, 2026.
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FY2025 · Filed Mar 11, 2026
VGZ$2.78-1.4%Stored close · as of Nov 10, 2026
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Documents Filed as Part of Report
Financial Statements
The following Consolidated Financial Statements of the Company are filed as part of this report:
| 1. | Report of Independent Registered Public Accounting Firm (Davidson & Company LLP, Vancouver, Canada, PCAOB ID 731). |
| 2. | Consolidated Balance Sheets – As of December 31, 2025 and 2024. |
| 3. | Consolidated Statements of Income/(Loss) – Years ended December 31, 2025 and 2024. |
| 4. | Consolidated Statements of Shareholders’ Equity – Years ended December 31, 2025 and 2024. |
| 5. | Consolidated Statements of Cash Flows – Years ended December 31, 2025 and 2024. |
| 6. | Notes to Consolidated Financial Statements. |
See “Item 8. Financial Statements and Supplementary Data”.
Financial Statement Schedules
No financial statement schedules are filed as part of this report because such schedules are not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto. See “Item 8. Financial Statements and Supplementary Data”.
The following exhibits are filed as part of this report:
| | | |
| ExhibitNumber | | Description |
| 3.01 | | Certificate of Continuation, previously filed as Exhibit 3.1 to the Company’s Form 8-K dated June 12, 2013 and incorporated by reference herein (File No. 1-09025) |
| 3.02 | | Notice of Articles, previously filed as Exhibit 3.2 to the Company’s Form 8-K dated June 12, 2013 and incorporated herein by reference (File No. 1-09025) |
| 3.03 | | Articles, previously filed as Exhibit 3.3 to the Company’s Form 8-K dated June 12, 2013 and incorporated herein by reference (File No. 1-09025) |
| 4.01 | | Description of Registrant’s Securities |
| 10.01 | | Agreement, dated March 1, 2006, among the Northern Territory of Australia, Vista Gold Australia Pty. Ltd. and Vista Gold Corp. filed as Exhibit 10.2 to the Company’s Form 8-K, dated February 28, 2006 and incorporated herein by reference (File No. 1-09025) |
| 10.02** | | Deed of Variation, previously filed as Exhibit 10.1 to the Company’s Form 8-K dated December 2, 2020 and incorporated herein by reference (File No. 1-09025) |
| 10.03 | | At-the-Market Offering Agreement dated November 8, 2024, previously filed as Exhibit 1.1 to the Company’s Form 8-K dated November 8, 2024 and incorporated herein by reference (File No. 1-09025) |
| 10.04* | | Amended Long Term Equity Incentive Plan of Vista Gold filed as Appendix D to the Company’s Proxy Statement on March 17, 2023 and incorporated herein by reference (File No. 1-09025) |
| 10.05* | | Deferred Share Unit Plan of Vista Gold filed as Appendix E to the Company’s Proxy Statement on March 17, 2022 and incorporated herein by reference (File No. 1-09025) |
| 10.06* | | Amended and Restated Employment Agreement of Frederick H. Earnest, dated May 26, 2022 previously filed as Exhibit 10.1 to the Company’s Form 10-Q dated July 27, 2022 and incorporated herein by reference (File No. 1-09025) |
| 10.07* | | Amended and Restated Employment Agreement of Douglas L. Tobler, dated May 26, 2022 previously filed as Exhibit 10.2 to the Company’s Form 10-Q dated July 27, 2022 and incorporated herein by reference (File No. 1-09025) |
| 10.08* | | Amended and Restated Employment Agreement of Pamela A. Solly, dated May 26, 2022 previously filed as Exhibit 10.8 to the Company’s Form 10-K dated February 28, 2025 and incorporated herein by reference (File No. 1-09025) |
| 10.09 | | Deed of Variation to agreement among the Northern Territory of Australia, Vista Gold Australia Pty. Ltd. and Vista Gold Corp., dated February 10, 2014, previously filed as Exhibit 10.13 to the Company’s Form 10-K filed with the SEC on March 14, 2024 and incorporated herein by reference (File No. 1-09025) |
| 10.10 | | Deed of Variation to agreement among the Northern Territory of Australia, Vista Gold Australia Pty. Ltd. and Vista Gold Corp., dated April 26, 2017, previously filed as Exhibit 10.14 to the Company’s Form 10-K filed with the SEC on March 14, 2024 and incorporated herein by reference (File No. 1-09025) |
| 10.11 | | Deed of Variation to agreement among the Northern Territory of Australia, Vista Gold Australia Pty. Ltd. and Vista Gold Corp., previously filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on May 26, 2023 and incorporated herein by reference (File No. 1-09025) |
| 10.12 | | Royalty Agreement dated December 13, 2023, between Vista Gold Australia Pty. Ltd. and Wheaton Precious Metals (Cayman) Co., previously filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 15, 2023 and incorporated herein by reference (File No. 1-09025) |
| 10.13 | | General Security Deed, by and between Vista Gold Australia Pty. Ltd. and Wheaton Precious Metals (Cayman) Co., previously filed as Exhibit 10.1 to the Company’s Form 8-K dated February 27, 2024 and incorporated herein by reference (File No. 1-09025) |
| | | |
| 19 | | Vista Gold Corp. Insider Trading Policy, dated October 22, 2024 |
| 21 | | Subsidiaries of the Company |
| 23.1 | | Consent of Davidson & Company LLP, Vancouver, Canada, Chartered Professional Accountants |
| 23.2 | | Consent of GR Engineering Services Limited |
| 23.3 | | Consent of Mining Plus Australia Pty Limited |
| 23.4 | | Consent of Tetra Tech |
| 23.5 | | Consent of Tierra Group |
| 23.6 | | Consent of Deepak Malhotra |
| 23.7 | | Consent of WSP Australia Pty Limited |
| 23.8 | | Consent of Maria Vallejo Garcia |
| 24 | | Powers of Attorney |
| 31.1 | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended |
| 31.2 | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended |
| 32.1 | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 96.1 | | Technical Report Summary for the Mt Todd Gold Project, previously filed as Exhibit 99.1 to the Company’s Form 8-K filed with the SEC on September 11, 2026 and incorporated herein by reference (File No. 1-9025) |
| 97 | | Vista Gold Corp. Incentive Compensation Recovery Policy, previously filed as Exhibit 97 to the Company’s Form 10-K filed with the SEC on March 14, 2024 and incorporated herein by reference (File No. 1-09025) |
| 101.INS(1) | | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH(1) | | Inline XBRL Taxonomy Extension – Schema |
| 101.CAL(1) | | Inline XBRL Taxonomy Extension – Calculations |
| 101.DEF(1) | | Inline XBRL Taxonomy Extension – Definitions |
| 101.LAB(1) | | Inline XBRL Taxonomy Extension – Labels |
| 101.PRE(1) | | Inline XBRL Taxonomy Extension – Presentations |
| 104 | | Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| * | Management Contract or Compensatory Plan |
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| ** | Certain portions of the exhibit that are not material and would be competitively harmful if publicly disclosed have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Copies of the unredacted exhibit will be furnished to the Commission upon request. |
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(1) Submitted Electronically Herewith. Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income/(Loss) for the years ended December 31, 2025 and 2024, (ii) Consolidated Balance Sheets at December 31, 2025 and 2024, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024, and (iv) Notes to Consolidated Financial Statements.
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