VISTA GOLD CORP

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET****S

Approved by the Board of Directors

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

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

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW****S

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 Basisof Presentation

Vista Gold Corp. and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) operate as a development-stage company 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, 2025 as filed with the United States Securities and Exchange Commission and Canadian securities regulatory authorities on Form 10-K (“2025 Financial Statements”). The balance sheet as of December 31, 2025 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.

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 delays, reductions, or discontinuations 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 2025 Financial Statements.

**3.**Mineral Properties

Mt Todd, Northern Territory, Australia

The capitalized mineral property values are as follows:

Vista acquired Mt Todd in March 2006. Since then, the Company has systematically advanced the Project through exploration, metallurgical testing, engineering, environmental/operational permitting activities, and ongoing site management activities.

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 inferred resources to proven and probable reserves. All other property-related costs are expensed as incurred. Capitalized mineral property development costs totaled $nil and $150 in the six months ended June 30, 2026 and 2025, respectively. See Note 7 for a discussion of commitments and contingencies associated with Mt Todd.

**4.**Plant and Equipment

**5.**Other Current Liabilities

The following table sets forth the Company’s accrued liabilities and other at June 30, 2026 and December 31, 2025:

**6.**Common Shares

Equity Financing

On March 9, 2026, Vista closed a public offering of 17,940,000 common shares in the capital of the Company (each a “Common Share”), inclusive of the underwriters’ exercise of their 15% overallotment option, at a price of $2.50 per Common Share (the “March 2026 Offering”). Aggregate gross proceeds totaled $44,850. After deductions for underwriting discounts, commissions and other costs, net proceeds totaled $42,006.

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 through Wainwright (the “ATM Program”). In connection with the March 2026 Offering, we suspended the ATM Agreement and terminated the continuous offering by us under the associated prospectus supplement. We will not make sales of Common Shares pursuant to the ATM Agreement unless and until a new prospectus is filed.

During the three and six months ended June 30, 2026, the Company didnot make any sales under the ATM Program. During the three and six months ended June 30, 2025, the Company realized net proceeds of $552 and $821, respectively, under the ATM Program. At the time the ATM Agreement was suspended, $3,379 remained available under the ATM Program.

Stock-Based Compensation

The Company’s stock-based compensation plans include restricted share units (“RSUs”) issuable pursuant to the Company’s long-term equity incentive plan, deferred share units (“DSUs”) issuable pursuant to the Company’s deferred share unit plan (“DSU Plan”), and stock options (“Stock Options”) issuable under the Company’s stock option plan. However, there areno Stock Options outstanding under the Company’s stock option plan. 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:

As of June 30, 2026, the unrecognized compensation expense for awarded RSUs was $1,759, which is expected to be recognized over a weighted average period of 1.8 years.

Restricted Share Units

The following table summarizes RSU activity:

During the six months ended June 30, 2026 and 2025, the Company withheld Common Shares with an equivalent value to meet employee withholding tax obligations of $1,048 and $245, respectively, which resulted from the vesting of RSUs during these periods.

Deferred Share Units

The DSU Plan provides for granting of DSUs to non-employee directors. DSUs vest immediately; however, the Company will issueone Common Share for each DSU only when the non-employee director ceases to be a director of the Company. During the six months ended June 30, 2026, the Board granted 128,000 DSUs and the Company recognized $264 in DSU expense. During the six months ended June 30, 2025, the Board granted 364,000 DSUs and the Company recognized $251 in DSU expense.

The following table summarizes DSU activity:

Weighted Average Common Shares

All potentially dilutive Common Shares were considered antidilutive because the Company was in a net loss position for the three and six months ended June 30, 2026 and 2025, respectively.

**7.**Commitments and Contingencies

Mt Todd Site

The Mt Todd site was not reclaimed by the predecessor owners when the mine closed in 2000. Reclamation obligations associated with the period before Vista’s purchase of Mt Todd are presently the responsibility of the Government of the Northern Territory, Australia (the “NT Government”). Vista may, but is not obligated to, give notice to the NT Government that it wishes to commence mining activities at Mt Todd. As a result of any such notice by the Company, the NT Government will transfer to Vista a) certain assets upon terms and conditions to be agreed or determined by an independent valuer and b) the historical rehabilitation liabilities that are presently the responsibility of the NT Government. The historical rehabilitation liabilities to be transferred to Vista were stated by the NT Government at approximately A$73 million in January 2024.

Our exploration and development activities are subject to various laws and regulations governing the protection of the environment and our interactions with community stakeholders, among others. These laws and regulations are continually changing and are generally becoming more restrictive. Future expenditures that may be required for compliance with these laws and regulations cannot be predicted at this time. If the Company determines that it is probable that an obligation exists and the amount can be reasonably estimated, a provision would be recorded. This may include costs associated with actions by the Company and actions attributable to others should no other responsible or potentially responsible parties be identified. We conduct our operations in a manner designed to minimize effects on stakeholders and the environment.

Mt Todd Royalties

Under agreements with the Jawoyn Association Aboriginal Corporation with respect to Mt Todd, we have agreed to a gross proceeds royalty (“GPR”) ranging between 0.125% and 2.0%, depending on prevailing gold prices and foreign exchange rates, and a 1.0% GPR not tied to gold price or foreign exchange rates. The combined GPR ranges from 1.125% to 3.0%.

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 provided Vista with $20,000 cash inthree 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”).

The Royalty is at an initial 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 byone-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.

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.

Mexico

In August 2024, an assessment was issued by the Mexican tax authorities, known as the Servicio de Administración Tributaria (“SAT”), to the Company’s Mexican subsidiary, Minera Gold Stake (“MGS”). The assessment disallowed the tax basis of certain mineral properties that was established by MGS in 2012 and subsequently utilized to offset taxable income in subsequent years and other deductions taken in 2012 that the SAT concluded should have been deducted over multiple years. In response, MGS filed suit in the Tax Court in the State of Mexico in October 2024. In September 2025, the court ruled in favor of MGS in its suit brought against the SAT on these matters and there is no remaining legal remedy available to the SAT against the court’s decision. In a related matter, the Tax Court ruled in favor of MGS in April 2026 in regard to the SAT case associated with MGS’s utilization of the 2012 deductions in 2020. Thereafter, the SAT subsequently filed an appeal to the Tax Court’s decision. Management believes that the September 2025 and April 2026 rulings support the position of MGS for recognition of the deductions utilized to offset 2020 taxable income related to the sale of the Guadalupe de los Reyes project. However, the outcome of the SAT appeal relating to this remaining case is uncertain, and no estimate of potential loss can be made at this time.

**8.**Segment Information

The Company hasone reportable segment: Australia. The Australia segment conducts exploration, development, and care and maintenance activities at Vista’s principal asset, the Mt Todd gold project in Northern Territory, Australia. This segment does not presently report any revenues from operations. Through the Australia segment, the Company seeks to position Mt Todd as a development opportunity within the gold sector. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM uses consolidated net income/loss as the measure of segment profit and loss to assess performance and allocate resources.

We reportedno revenues during the three and six months ended June 30, 2026 and 2025. The geographic location of mineral properties and plant and equipment is provided in Notes 3 and 4, respectively.

The following table reports segment results during the three and six months ended June 30, 2026 and 2025: