VGZ 10-K & 10-Q changes, risk factors and insider trading

An investment in our securities involves a high degree of risk. The risks described below are not the only ones facing the Company or otherwise associated with an investment in our securities. Additional risks not presently known to us or which we currently consider not material may also adversely affect our business. If any of the following risks actually occur, our business, financial conditioncondition, and operating results could be materially adversely affected.

Our property and royalty interests are subject to environmental regulations. Environmental legislation is becoming more restrictive, with stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directorsdirectors, and employees. There is no assurance that future changes in environmental laws and regulations will not adversely affect our interests. Currently, our property and royalty interests are subject to environmental laws and regulations in Australia and the U.S.

Neighboring landowners and other third parties could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by environmental nuisance,nuisance or the release of hazardous substances or other waste material into the environment on or around our properties. There can be no assurance that our defense of such claims would be successful. This could have a material adverse effect on our business prospects, results of operation, cash flows, financial condition, and corporate reputation.

Substantial expenditures are required to acquire gold properties, establish mineral reserves through drilling and analysis, develop metallurgical processes to extract metal from the ore and develop the mining and processing facilities and infrastructure at any site chosen for mining. We cannot be assured that any such activities will be commercially successful, be completed in a timely manner, lead to gold production, or add value.

We are dependent on the services of key management personnel. The loss of any of these key personnel, if not replaced, could have a material adverse effect on our business and operations. Our future success will depend in part on our ability to identify, attract, engage, traintrain, and retain highly qualified personnel. Competition for these individuals is intense, and we may not succeed in identifying, attracting, or retaining qualified personnel. The loss or interruption of the services of any of our executive officers or other key employees, the inability to identify, attract, or retain qualified personnel in the future, the inability to successfully implement executive officer, key employee or other personnel transitions, or delays in hiring qualified personnel could make it difficult for us to conduct and manage our business and meet key objectives, which could harm our business, financial condition, and operating results. The loss of services from key personnel or a limitation in their availability could materially and adversely impact our business, prospects, liquidity, financial condition and results of operations. Further, such a loss could be negatively perceived in the capital markets.

The mining industry is intensely competitive in all its phases. Some of our competitors are much larger, established companies with greater financial and technical resources than ours. We compete with other companies for attractive mining properties, for capital, for equipment and supplies, for outside servicesservices, and for qualified managerial and technical employees. Access to financing, equipment, supplies, skilled labor, and other resources may also be affected by competition from non-mining related commercial sectors. If we are unable to raise sufficient capital, we will be unable to execute exploration and development programs, or such programs may be reduced in scope. Competition for equipment and supplies could result in shortages of necessary supplies and/or increased costs. Competition for outside services could result in increased costs, reduced quality of service and/or delays in completing services. If we cannot successfully retain or attract qualified employees, our ability to advance the development of Mt Todd, to attract necessary financing, to meet all our environmental and regulatory responsibilities, or to take opportunities to improve our business, could be negatively affected. This could have a material adverse effect on our business prospects, results of operations, cash flows and financial condition.

While there are no known existing or potential conflicts of interest between Vista and any of its directors or officers, certain of the directors and officers do or may serve as directors and officers of other natural resource companies and therefore it is possible that a conflict may arise between their duties as a director or officer outof our Company and their duties as a director or officer of such other companies. Our directors and officers are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and disclosure of conflicts of interest. Should any director or officer breach the duties imposed upon them by applicable laws, such actions or inactions could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation.

Feasibility studies, such as our Mt Todd FS and our anticipated 2025 FS, and other technical studies are used to estimate the economic viability of an ore deposit, as are preliminary feasibility studies, preliminary economic assessments, and scoping studies. Feasibility studies are the most detailed studies and reflect higher levels of confidence in estimated production rates, and capital and operating costs. Accepted levels of confidence required to meet the standards set out in S-K 1300 are plus or minus 15% for feasibility studies, plus or minus 25-30% for preliminary feasibility studies and plus or minus 35-40% for preliminary economic assessments. Confidence levels for scoping studies may vary, but generally provide less confidence than preliminary economic assessments. These thresholds reflect the levels of confidence that exist at the time the study is completed. Subsequent changes to metal prices, foreign exchange rates (if applicable),rates, reclamation requirements, operating and capital costs, and other variables may cause actual results of economic viability to differ materially from these estimates. Results of any subsequent Mt Todd feasibility study may be less favorable than the Mt Todd FS.

Mineral exploration and development involve many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. Projects and operations in which we have direct or indirect interests will be subject to all the hazards and risks normally incidental to exploration, development, and production of gold and other metals, any of which could result in work stoppages, damage to property, physical harmharm, and possible environmental damage. The nature of these risks is such that liabilities might exceed any liability insurance policy limits. It is also possible that the liabilities and hazards might not be insurable, or, we could elect not to be insured against such liabilities due to high premium costs or other reasons, or our insurance for a particular event or circumstance might be insufficient, in which event we could incur significant costs that could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation.

All dollar amounts stated herein are in U.S. dollars in thousands, unless specified otherwise, except per share-related amounts. References to A$ refer to Australian currency and USD or $ to United States currency. The scientific and technical disclosures about Mt Todd in this discussion and analysis have been reviewed and approved by Maria Vallejo Garcia,Garcia of P&G Consulting Services LLC, independent technical consultant, previously Vista’s Director of Projects and Technical Services, and a designated qualified person (or “QP”) as defined by Item 1300 of Regulation S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

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. Vista does not currently generate cash flows from mining operations.

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.

The ProjectCompany offerspreviously strategic optionality through development ascompleted 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 “Mt Todd2024 FS”). The Mt Todd2024 FS demonstratesevaluated strong economics forthe development of a 50,000 tpd, nominally 17.517.75 million tpa, operation.

The Company continues to prioritize the efficient use of financial 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 strategiccorporate opportunities as ways to enhance its liquidity and deliver shareholder value.

Mt Todd Gold Project – Summary of Gold Mineral ResourceResources (Exclusive of Gold Mineral Reserves)

Based on US$1,300$1,950/oz Gold Price

Mt Todd Gold Project – Summary of Gold Mineral Reserves basedBased on 50,00015 tpd,ktpd, 0.350.50 g Au/t cut-off and $1,500$1,800/oz perGold OuncePrice Pit Design

Consolidated net incomeloss for the year ended December 31, 20242025 was $11,249$7,499 or $0.09$0.06 per common share in the capital of Vista (each, a “Common Share”) on both a basic and diluted basis. Consolidated net lossincome for the year ended December 31, 20232024 was $6,585,$11,249 or $0.05$0.09 per Common Share on both a basic and diluted basis. The principal components of our 20242025 net incomeloss and the year-over-year changes are discussed below.

The Company recognized a gain on grant of royalty interest in mineral titles of $16,909 in June 2024. The gain comprises the previously deferred gain on instalment payments totaling $10,000 and the gain on $10,000 received for the final instalment, net of the associated mineral property carrying value of $3,091 as of the date the final instalment was received.

For the years ended December 31, 20242025 and 2023,2024, our fixed exploration, property evaluation and holding costs totaled $2,921$3,319 and $2,808,$2,921, respectively. These costs included expenditures necessary to preserve our property rights and meet our safety, regulatoryregulatory, and environmental responsibilities. The principal components of the increase in 20242025 included expenses related to the 2024 drilling program that did not qualify as development drilling and greater focus by corporate personnel on site-related projects.

Corporate administration costs were $3,663$3,611 and $3,504$3,663 during the years ended December 31, 20242025 and 2023,2024, respectively. The 20242025 and 20232024 corporate administration costs included non-cash stock-based compensation of $502$453 and $456,$502, respectively. CostsThe total expenses in the comparable periods were generallysubstantially higher during 2024 due to legal costs of $137 related to a tax matter in Mexico and board of director expenses being higher by $119 due to an increase in board size. Other recurring administrative expenses were lower by $72 on a combined basis. Corporate project program costs were lower by $70, largely due to costs incurred in 2023 related to the Royalty Agreement that did not recur in 2024.unchanged.

There were no sales of plant and equipment during 2025. In March 2024, the Company recorded a gain of $802 upon sale of certain components of our used mill equipment. Gross proceeds totaled $900, partially offset by selling expense of $98.

Interest income was $701$573 and $263$701 during the years ended December 31, 20242025 and 2023,2024, respectively. The increasedecrease in 20242025 was due to a higherdecrease in the average interest rate applicable to invested cash balance, which resulted primarily from the proceeds received under the Royalty Agreement (as defined below).balances.

Net cash used in operating activities was $5,735$6,614 and $5,861$5,735 for the years ended December 31, 20242025 and 2023,2024, respectively. The decreaseincrease in operating cash outflows largely resulted from higher2025 interestexpenditures for the Mt Todd FS being expensed while costs of the 2024 drilling program were recorded as capitalized development costs and included in investing activities, partially offset by other income and capitalizationsources of directcash laborresulting costsfrom associatedchanges within theworking development drilling program that were recognized as investing activities, offset by slightly higher spending on operating costs.capital.

Net cash of $1,023$4,028 for the year ended December 31, 20242025 was provided by financing activities. These activities include receipt of net proceeds of $1,108$4,296 under the ATM Program (as defined below) offset by payments of $85$268 for employee withholding tax obligationstaxes in lieu of issuing Common Shares earned from the vesting of restricted share unit awards.

Net cash of $871$1,023 for the year ended December 31, 20232024 was provided by financing activities. These activities include receipt of net proceeds of $1,013$1,108 under the ATM Program (as defined below) offset by payments of $142$85 for employee withholding tax obligationstaxes in lieu of issuing Common Shares earned from the vesting of restricted share unit awards.

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 December 31, 2024,2025, comprising cash and cash equivalents of $16,950,$13,622, reflected a net increasedecrease of $10,881$3,328 during the year ended December 31, 2024.2025.

Current assets, net of current liabilities (“Working Capital”), is a secondary measure of liquidity for the Company. The Company had Working Capital of $16,457$13,057 and $5,576$16,457 at December 31, 20242025 and December 31, 2023,2024, respectively. This represents a net increasedecrease of $10,881$3,400 during the year ended December 31, 2024.2025.

During the year ended December 31, 2024,2025, the Company’s primary sources of cash inflows were: $17,000 from its grant of the Royalty on Mt Todd; $1,108$4,296 from equity financings;financing $802activity, upon salereceipt of a$1,257 portionrelated to our recovery of itscertain usedtax millamounts equipment;paid previously, and $701 from interest income. Asincome of December 31, 2024, Vista has received the entire $20,000 as set forth in the Royalty Agreement. Use of cash received from Wheaton is limited to advancing Mt Todd and general corporate purposes.$573. These sources of cash were partially offset by net operating cash outflows excluding interest of $6,436$8,444 and other expenditures of $2,294.$1,010. Recurring costs for corporate administration and Mt Todd maintenancemaintenance, wereand spending on the Mt Todd FS and other project programs comprised most of the Company’s net operating cash outflows during the year ended December 31, 2024.2025. Of the other expenditures, $1,865$592 related to Vista’sadditions developmentof plant and equipment and $150 related to developing revised mineral resources estimates for Mt Todd that incorporated drilling programresults atproduced Mtafter Todd.the previous mineral resources estimates. Additional details regarding 20242025 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.

For the 12-month period following December 31, 2024,2025, the Company estimatesestimates, before consideration of the use of proceeds discussed below, net recurring costsexpenditures will be approximately $6,400,$8,700, plus $3,200 related to work plans at Mt Todd for: the 2025 FS; purchase of equipment$1,800 for expansionnon-recurring ofproject Mtprogram Todd’s enhanced water evaporation system; and various planned maintenance projects.costs. Management expects to fund Vista’s activities during the next twelve months from existing Working Capital and interestadditional income.Working Capital available from the offering of Common Shares discussed below.

In addition to Vista’s existing capital resources, weWe 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 $8,000 (the “ATM Program”). TheIn connection with the Offering, we suspended the ATM Agreement wasand refreshedterminated the continuous offering by us under the associated prospectus supplement. We will not make any sales of our common shares pursuant to the ATM Agreement unless and until a new prospectus supplement is filed; however, the ATM Agreement remains in Novemberfull 2024.force and effect. During the year ended December 31, 2024,2025, the Company issued 1,722,9662,813,888 Common Shares under the ATM Program for net proceeds of $1,108. As of December 31, 2024, $7,783 remained available under the ATM Program.$4,296.

Other potential sources of cash inflows may include other equity issuances notof coveredCommon by the ATM Program,Shares, monetization of Vista’s remaining non-core assets, which include a royalty interestinterests on a propertyproperties in the U.S., anothera royalty interest on a property in Canada, and used mill equipment that is being marketed by a third-party mining equipment dealer.

We believe our Working Capital as of December 31, 2024,2025, together with the net proceeds from the Offering, interest income, other potential future sources of financingfinancing, 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 annual report on Form 10-K.

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 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 SheetsSheet dependat December 31, 2025 depends 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.

In this report, we have provided information prepared or calculated according to U.S. GAAP, as well as provided certain non-U.S. GAAP prospective financial performance measures. Because the non-U.S. GAAP performance measures do not have standardized meanings prescribed by U.S. GAAP, they may not be comparable to similar measures presented by other companies. These measures should not be considered in isolation or as substitutes for measures of performance prepared in accordance with U.S. GAAP. There are limitations associated with the use of such non-U.S. GAAP measures. Since these measures do not incorporate revenues, changes in working capital and non-operating cash costs, they are not necessarily indicative of potential operating profit or loss, or cash flow from operations as determined in accordance with U.S. GAAP.

ThereExcept as set forth below under “Water management requirements and extreme rainfall at Mt Todd could increase project costs, delay project development, and adversely affect our business.” there have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC and Canadian securities regulatory authorities in March 2026. The risks described in our Annual Report and as otherwise herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows, and/or future results.

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements for the three and six months ended MarchJune 31,30, 2026, 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.

On July 29, 2025, theThe Company announced the results ofcompleted a new Mt Todd feasibility study in July 2025 that focused on developing a 15,000 tonnes per day (“tpd”), or 5.3 million tonnes per annum (“tpa”), operation (the “Mt Todd FS” or the “Study”). The Mt Todd FS significantly decreased the initial capital, prioritized ore grade over tonnes, delivered stable gold production over the extended life of the project, and provided a fresh perspective for developing the Project using design and operating practices commonly employed by Australian gold operations.

In January 2026, theThe Company announcedcontinues continuedto progress atadvance its Mt Todd gold project and outlined the pathwayexpects to initiate detailed engineering and design in 2027. TheCommencement Company expectsof this milestonework is expected to initiatemark athe beginning of an approximately 27-month period ofencompassing approximatelydetailed 27 months for design,engineering, construction, and commissioning.

We have commenced efforts to obtain permit modifications and are actively engaged with consultants, regulators, and stakeholders.stakeholders to obtain permit modifications. Some modifications have already been submitted, the first authorizations already granted, and programs to support other submissions are in progress. We anticipateexpect certain additional approvals to be granted in the approvalsecond half of these2026 modificationswith willfinal beapprovals achievedanticipated in 2027.

We are completing pre-development optimizations in line with the recommendations presented in the Mt Todd FS. Recent drilling has provided core for selective metallurgicalMetallurgical testing to optimize grind size and gold recoveries and provide data for the optimal selection and sizing of equipment for the process plant.plant Weis havein commencedprogress; ainitial results are in line with our expectations. A geotechnical review,review is also in progress, with drilling and geotechnical mapping in progress in the Batman pit nearing completion. This program is designed to assess the opportunity to steepen the west pit wall, reduce stripping, and potentially convert additional mineral resources to mineral reserves.

Mt Todd Feasibility Study Highlights

A companion technical report titled “NI 43-101 Technical Report, Mt Todd Gold Project, 15 ktpd Feasibility Study, NorthenNorthern Territory Australia” with an effective date of July 29, 2025 (the “NI 43-101 Report”) for Canadian purposes was prepared in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and filed on SEDAR+ at www.sedarplus.ca on September 11, 2025. The NI 43-101 Report is referenced herein for informational purposes only. The Mineral Resources and Mineral Reserves for the NI 43-101 Report are the same as the Mineral Resources and Mineral Reserves for the S-K1300S-K 1300 Report.

Cash totaled $52,729$49,536 and working capital was $51,360$48,515 at MarchJune 31,30, 2026. See “Liquidity and Capital Resources”. The Company had no debt as of MarchJune 31,30, 2026.

Consolidated net loss for the three months ended MarchJune 31,30, 2026 and 2025 was $3,145$2,957 and $2,708,$2,356, or $0.02 and $0.02 per basic share, respectively. Consolidated net loss for the six months ended June 30, 2026 and 2025 was $6,102 and $5,064, or $0.04 and $0.04 per basic share, respectively. The principal components of the period-over-period changes are discussed below.

Exploration, property evaluation and holding costs were $1,654$2,504 and $1,538$1,784 for the three months ended MarchJune 31,30, 2026 and 2025, respectively; and $4,158 and $3,322 for the six months ended June 30, 2026 and 2025, respectively. RecurringThe site activities were higherincrease in 2026,2026 duefor the comparable three and six-month periods was primarily attributable to the addition of executive and project management team members in Australia and higher power costs due to water management pumping requirements, partially offset by lower project program costs in 2026 compared to the prior year which included work on the Mt Todd FS.

Corporate administration costs were $1,631$846 and $1,298$678 during the three months ended MarchJune 31,30, 2026 and 2025.2025; and $2,477 and $1,976 for the six months ended June 30, 2026 and 2025, respectively. Expenses in the comparable three-monththree and six-month periods were higher because of additional legal, consulting, and board costs associatedto withsupport ongoingincreasing advancementpre-development ofactivities at Mt Todd.

Interest income was $185$466 and $169$140 for the three months ended MarchJune 31,30, 2026 and 2025, respectively; and $651 and $309 for the six months ended June 30, 2026 and 2025, respectively. The increase in the comparable three-monththree periodand six-month periods was due to higher invested cash balances fromfollowing the March 2026 OfferingOffering, forpartially partoffset ofby thelower period.short-term investment yields.

Net cash used in operating activities was $2,200$4,721 and $1,820$4,115 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The increase in operating cash outflows largely resulted from higher 2026 expenditures for corporate expenses and additional personnel in Australia.

Net cash used in investing activities was $nil$323 and $184$200 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Cash used in investing activities in 2026 was for purchases of office and site assets. Cash used in investing activities in 2025 was for expenditures for capitalized development costs and purchases of plant and equipment.

During the threesix months ended MarchJune 31,30, 2026 and 2025, net cash of $41,307$40,958 and $24,$576, respectively, was provided by financing activities. Cash provided by financing activities during the threesix months ended MarchJune 31,30, 2026 was $44,850 of proceeds from the March 2026 Offering, partially offset by $2,495$2,844 of underwriting and offering costs associated with the March 2026 Offering and payments of $1,048 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 threesix months ended MarchJune 31,30, 2025 was $269$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 earned from the vesting of restricted share unit awards.

We have no material contractual obligations as of MarchJune 31,30, 2026.

See “Critical Accounting Estimates and Recent Accounting Pronouncements” under Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC.United States Securities and Exchange Commission (“SEC”).

Cash Costs per ounce of gold produced and AISC per ounce of gold produced are non-U.S. GAAP metrics developed by the World Gold Council intended to improve transparency into the costs associated with producing gold and provide a standard for comparison across the industry. The Company reports Cash Costs and AISC on a per ounce basis and Cash Costs on a per tonne processed basis because we believe thesethis metricsmetric appropriately reflectreflects miningproduction costs over specified periods and the life of mine. The Company reports on Capital Efficiency and Benefit to Cost Ratio because these metrics provide a standard measurement of initial capital efficiency. Similar metrics are used in the gold mining industry as comparative benchmarks of performance.

Cash Costs consist of the Project’s operating costs, refining costs, the Jawoyn Royalty, and the Wheaton Royalty. The sum of these costs is divided by the corresponding ounces of gold produced or tonnes processed to determine the Cash Cost per ounce or per tonne processed metrics, respectively.metric.

During the quarter, theThe Company continued to advancemove the Mt Todd Gold Project toward development by commencing the process of seekingadvancing permit modification approvals, hiringcontinuing ato significantbuild part of the coreexecutive project managementexecution team,capabilities, and progressing key pre-development optimizationoptimizations in line with recommendations outlined in the Mt Todd FS.

TheIn the first quarter, the Company filed its firstinitial applications for permit modifications, isand finalizingin the second quarter, the Company finalized other applications, and has initiated studies to provide supporting documentation for others.

Since the start of the year, weWe have hiredstarted fourbuilding our executive leadership and project managementdevelopment teams in Australia. Our executive team members towill be based in Perth and anthe approvalsproject managerdevelopment basedteam inwill Darwin.be assigned to the NT, with some roles operating on a fly-in, fly-out basis. We have increased our corporate capacity in the areas of projects/technical services, external relations/social performance, legal, and administration/finance/market relations.permitting. We are currentlycontinuing recruitingto anrecruit Australian-basedexecutive managingand directorproject whodevelopment willteam bemembers responsibleto forfurther deliveringstrengthen theour Mtproject Toddexecution project.capabilities in Australia.

A comprehensive metallurgical test program that will evaluate new core obtained from drilling completed in late 2025 and early 2026 is aboutunder to beginway at the ALS facilities in Balcatta, Western Australia. This program is designed to optimize grind size and gold recoveries and generate additional metallurgical data that will provide critical inputs for the detailed engineering and design of the process plant. Results from the test program are expected in the third quarter of 2026.

The recently concluded2025-26 wet season in the NT saw approximately 50% more rainfall at Mt Todd than is recorded in a normal wet season. Regionally, the NT experienced considerable flooding as a result of unusually heavy rain received in March. The Company experienced only minor road damage and debris accumulation at the site with no accidents related to the flooding and road closures. The excessive rains resulted in greater accumulation of water in the Batman pit and tailings storage facility. The Company is pumping water from the tailings facility and has filed an application to treat the water in the Batman pit later this year and to commence discharging treated water, as it has in past years, during the next wet season.

Vista expects to incur expenditures of approximately $3,900$9,700 for its recurring operating activities for Mt Todd site management, development and environmental stewardship activities and $7,100$13,900 for non-recurring project program costs for the ensuing 12 months following MarchJune 31,30, 2026.

These statements involve known and unknown risks, uncertainties, assumptionsassumptions, and other factors which may cause our actual results, performanceperformance, or achievements to be materially different from any results, performanceperformance, or achievements expressed or implied by such forward-looking statements and forward-looking information. These factors include risks such as:

For a more detailed discussion of such risks and other important factors that could cause actual results to differ materially from those in such forward-looking statements and forward-looking information, please see the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025, under “Part I-Item 1A. Risk Factors”. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements and forward-looking information, there may be other factors that cause results not to be as anticipated, estimatedestimated, or intended. There can be no assurance that these statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in the statements. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows, and/or future results. Except as required by law, we assume no obligation to publicly update any forward-looking statements and forward-looking information, whether as a result of new information, future events, or otherwise.