UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)



☒		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-9025

VISTA GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)


British Columbia		98-0542444
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7961 Shaffer Parkway, Suite 5
Littleton, Colorado		80127
(Address of Principal Executive Offices)		(Zip Code)

(720) 981-1185

(Registrant’s Telephone Number, including Area Code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Shares, no par value	VGZ	NYSE American

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ◻ No⌧

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ◻ No⌧

Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ⌧ No ◻

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ◻ Accelerated Filer ◻ Non-Accelerated Filer ⌧ Smaller Reporting Company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No⌧

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $85,760,855

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The number of shares of the Registrant’s Common Stock outstanding as of February 10, 2023 was 118,989,927.

Documents incorporated by reference: To the extent herein specifically referenced in Part III, portions of the Registrant’s Definitive Proxy Statement on Schedule 14A for the 2022 Annual General Meeting of Shareholders are incorporated herein. See Part III.

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EXPLANATORY NOTE

Vista Gold Corp. (the “Company”) hereby files this Amendment No. 1 (the “Amended Report”) to its annual report on Form 10-K as originally filed with the SEC on February 24, 2022 (the “Original Report”) to update our mineral property disclosures in the Original Report to align with certain of the technical requirements of subpart 1300 of Regulation S-K (“S-K 1300”). This Amended Report is being filed to (i) amend “Item 2. Properties”, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (ii) file an amended version of “Exhibit 96.1 Technical Report Summary for the Mt Todd Gold Project”, in each case, to update only the following disclosure:

●

Revisions to disclosure of mineral resources exclusive of mineral reserves rather than inclusive of mineral reserves, with no change in the actual mineral resource vs. mineral reserve numbers;

●

Deletion of grade-tonnage information for mineral resources, which included material classified as mineral reserves and wasn’t required disclosure under S-K 1300;

●

Additions of statements providing the point of reference for mineral resources;

●

Revisions to the opinions of certain qualified persons to conform to the respective requirements of S-K 1300;

●

Revisions to the text of the capital and operating costs sections to clarify that such costs are within a +/- 15% level of accuracy as prescribed by S-K 1300; and

●

Revisions to Items 2 to reference “S-K 1300 Technical Report Summary - Mt Todd Gold Project - 50,000 tpd Feasibility Study – Northern Territory, Australia” with an effective date of December 31, 2021, an issue date of February 9, 2022, and amended date of February 7, 2023 (“2022 FS”).

These updates do not change the conclusions, economic results, or mineral reserves or resources estimates. This Amended Report also contains updated consents of the authors of the revised technical report summary filed as exhibits hereto.

In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, as a result of this Form 10-K/A, the Company is refiling the certifications of the Company’s Chief Executive Officer and Chief Financial Officer, required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as exhibits 31.1 and 31.2 to this Form 10-K/A.

Outside of changes to the items and exhibit as noted above, the updated consents of the authors of the 2022 FS, and the certifications of the Chief Executive Officer and Chief Financial Officer, this Amended Report does not otherwise amend, supplement, update or revise any portion of the Original Report which remains unchanged since the date of its filing. Furthermore, this Amended Report does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Report. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Report was filed. Accordingly, this Form 10-K/A should be read in conjunction with the Original Report and the Company’s other filings with the SEC subsequent to the filing of the Original Report.

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PART I

Cautionary Note to Investors Regarding Estimates Of Measured, Indicated And Inferred Resources And Proven And Probable Mineral Reserves

We are subject to the reporting requirements of the Exchange Act and applicable Canadian securities laws, and as a result we report our mineral reserves and mineral resources according to two different standards. U.S. reporting requirements are governed by S-K 1300. Canadian reporting requirements for disclosure of mineral properties are governed by NI 43-101. Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but the standards embody slightly different approaches and definitions.

In our public filings in the U.S. and Canada and in certain other announcements not filed with the SEC, we disclose proven and probable reserves and measured, indicated and inferred resources, each as defined in S-K 1300 and NI 43-101. As currently reported, there are no material differences in our disclosed proven and probable reserves and measured, indicated and inferred resource under each of S-K 1300 and NI 43-101. The estimation of measured resources and indicated resources involve greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves, and therefore investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into S-K 1300-compliant or NI 43-101-compliant reserves. The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources, and therefore it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category. Therefore, investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.

ITEM 2. PROPERTIES.

References to USD or $ refer to United States currency and AUD or A$ refer to Australian currency, all in thousands, unless specified otherwise.

Qualified Persons

The scientific and technical disclosures about Mt Todd in this annual report on Form 10-K have been reviewed and approved by John W. Rozelle, Senior Vice President of Vista. Mr. Rozelle is a qualified person as defined by S-K 1300 and NI 43-101. For a description of the key assumptions, parameters and methods used to estimate mineral reserves and mineral resources included in this Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the Technical Report Summary for the Mt Todd project which is included as an exhibit to, and incorporated by reference into, this Form 10-K.

Mt Todd Gold Project, Northern Territory, Australia

Summary Disclosure

The Company has only one material mining property, the Mt Todd project located in the Northern Territory of Australia. We hold Mt Todd through our wholly-owned subsidiary Vista Gold Australia Pty. Ltd. (“Vista Gold Australia”).

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Technical Report Summary

The 2022 FS for Mt Todd is the technical report summary, prepared pursuant to S-K 1300, that was filed on EDGAR on February 13, 2023 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 December 31, 2021, an issue date of February 9, 2022, and an amended date of February 7, 2023 (the “2022 FS”). A companion feasibility study for Canadian purposes, pursuant to NI 43-101, was filed on SEDAR on February 24, 2022 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 December 31, 2021 and an issue date of February 9, 2022.

The technical data and economic conclusions of these reports are identical, with minor differences between the reports resulting only from the respective disclosure requirements of S-K 1300 and NI 43-101. The reports were prepared by Sabry Abdel Hafez, Ph.D., P.Eng.; Rex Clair Bryan, Ph.D., SME RM; Thomas L. Dyer, P.E., SME RM; Amy Hudson, Ph.D., CPG, REM; April Hussey, P.E.; Chris Johns, M.Sc., P.Eng.; Max Johnson, P.E.; Deepak Malhotra, Ph.D., SME RM; Zvonimir Ponos, BE, MIEAust, CPeng, NER; Vicki J. Scharnhorst, P.E., LEED AP; and Keith Thompson, CPG, member AIPG, each of whom is a qualified person under S-K 1300 and NI 43-101.

The following description of Mt Todd has been sourced, in part, from the 2022 FS and readers should consult the 2022 FS to obtain further particulars regarding Mt Todd. The 2022 FS is available for review at www.sec.gov and under our profile at www.sedar.com. The 2022 FS is not incorporated by reference into this annual report on Form 10-K.

Certain capitalized terms in this section not otherwise defined have the meanings ascribed to them in the 2022 FS.

Project Location and Access

Mt Todd is located 56 kilometers by road northwest of Katherine, NT, Australia, and approximately 290 kilometers by road southeast of Darwin. Access is by existing paved public roads and approximately four kilometers of paved private road. We control and maintain the private paved road.

The area has a sub-tropical climate with a distinct wet season and dry season. The area receives most of its rainfall between the months of January and March. Temperatures are moderate, allowing for year-round mining operations. Topography is relatively flat. The tenements encompass a variety of habitats forming part of the northern Savannah woodland region, which is characterized by eucalypt woodland with tropical grass understories. Surface elevations are approximately 130 to 160 meters above sea level in the area of the previous and planned mine plant site and waste rock dumps.

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Project Stage

The Mt Todd project is a development stage property with proven and probable mineral reserves.

Feasibility Study Results

The 2022 FS evaluates a 50,000 tpd project (“50,000 tpd Project”) that optimizes payable gold, capital efficiency, operating costs and net present value (“NPV”).

The 50,000 tpd Project highlights include:

●

Estimated proven and probable mineral reserves of 6.98 Moz of gold (280 Mt at 0.77 g Au/t) at a cut-off grade of 0.35 g Au/t⁽¹⁾⁽²⁾;

●

Average annual production of 395,000 ounces of gold over the mine life, including average annual production of 479,000 ounces of gold per year during the first seven years of operations following ramp-up and commissioning;

●

Life of Mine average cash costs of $817 per ounce, including average cash costs of $752 per ounce during the first seven years of operations following ramp-up and commissioning;

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●

A 16-year operating life;

●

Initial capital requirements of $892 million which assume an owner-operated mining fleet, power generated on-site by a third-party, and a locally based employee workforce;

●

After-tax NPV_5% of $999.5 million and internal rate of return (“IRR”) of 20.6% at a gold price of $1,600 per ounce and an AUD:USD exchange rate of 0.71; and

●

After-tax NPV_5% of $1,458 million and IRR of 26.7% at a price of $1,800 per ounce of gold and an AUD:USD exchange rate of 0.71 based on the Gold Price and Foreign Exchange Sensitivity Table below.

(1)	Note to investors: Proven and probable mineral reserves are estimated in accordance with S-K 1300 and CIM Definition Standards.

(2)	See “Item 1. Business – Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves” in this annual report on Form 10-K for additional information.

Key statistics of the 50,000 tpd Project are presented in the table below:


	Years 1-7⁽¹⁾			Life of Mine (16 years)⁽²⁾
Average Plant Feed Grade (g Au/t)⁽³⁾		1.01			0.84
Average Annual Gold Production (koz)		479			395
Payable Gold Total (koz)		3,353			6,313
Average Recovery (%)		92.2	%		91.6	%
Cash Costs ($/oz)⁽⁴⁾	$	752		$	817
AISC ($/oz)⁽⁵⁾	$	860		$	928
Strip Ratio (waste:ore)		2.77			2.51
Initial Capital ($ millions)				$	892
After-tax NPV _5% ($ millions)				$	999.5
After-tax IRR					20.6	%
After-tax Payback (Months)					47

Note: Table economics presented using $1,600/oz gold and a A$1.00 :$0.71 exchange.

(1) Years 1-7 start after the 6-month commissioning and ramp up period.

(2) Life of mine is from start of commissioning and ramp up through the final closure.

(3) Post-sorted grinding circuit feed grade.

(4) Cash Costs per ounce is a non-U.S. GAAP financial measure; see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-U.S. GAAP Financial Measures for additional disclosure.

(5) All-in Sustaining Costs (“AISC”) per ounce is a non-U.S. GAAP financial measure; see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-U.S. GAAP Financial Measures for additional disclosure.

The following chart presents the 50,000 tpd Project annual cash flow using $1,600/oz gold and an A$1.00:$0.71 exchange rate:

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The following table provides additional details of the 50,000 tpd Project economics at variable gold price and foreign exchange assumptions:


Gold Price and Foreign Exchange Rate Sensitivity Table ($ Millions)
Foreign	Gold Price
Exchange Rate	$1,300		$1,400		$1,500		$1,600		$1,700		$1,800		$1,900
($/A$)	NPV_5%	IRR	NPV_5%	IRR	NPV_5%	IRR	NPV_5%	IRR	NPV_5%	IRR	NPV_5%	IRR	NPV_5%	IRR
0.74	$214	8.6%	$453	12.4%	$674	15.5%	$911	19.0%	$1,144	22.1%	$1,372	25.0%	$1,589	27.7%
0.71	$304	10.2%	$541	14.0%	$762	17.3%	$999.5†	20.6%†	$1,229	23.7%	$1,458	26.7%	$1,674	29.4%
0.68	$393	11.9%	$626	15.6%	$851	18.9%	$1,085	22.3%	$1,313	25.7%	$1,543	28.5%	$1,758	31.3%

† Reflects the assumptions used for the economic analysis in the 2022 FS.

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Key capital expenditures for the 50,000 tpd Project initial and sustaining capital requirements are:


Capital Expenditures ($ Millions, except per ounce amount)	Initial		Sustaining
	Capital		Capital
Mining	$	81	$	531
Process Plant		474		28
Project Services		56		89
Project Infrastructure		45		8
Site Establishment & Early Works		24		—
Management, Engineering, EPCM Services		100		—
Preproduction Costs		27		—
Contingency		86		44
Sub-Total	$	892	$	700
Asset Sale and Salvage		—		(37)
Total Capital	$	892	$	663	⁽¹⁾

Total Capital per Payable Ounce of Gold	$	141	$	105	⁽¹⁾

Note: Amounts may not add to total due to rounding. Asset sale and salvage value assumptions include end of life re-sale values for mining and processing equipment; and recycle value for steel and pipe from the process plant and other facilities.

⁽¹⁾ Net of asset sales.

The 2022 FS contemplates an owner-operated mining fleet at initial capital of $86 million and sustaining capital of $565 million, inclusive of contingency. The study assumes the equipment will be sold when retired from operations, at an estimated salvage value of $21 million. Fleet operators, along with other employees are expected to be community based, providing benefits by lower camp-related capital and operating costs. Mining equipment would be maintained through a full maintenance and repair contract with the manufacturer’s authorized dealer. Overall, this approach is expected to produce lower operating costs compared to contract mining.

The 2022 FS utilizes the efficiency of ore sorting across a broad range of head grades, the natural concentration of gold in the screen undersize material prior to sorting, the efficiency of fine grinding and the resulting improved gold recoveries at a final grind size of P₈₀ 40 µm, and the selection of FLSmidth’s VXP mill as the preferred fine grinding mill.

The 50,000 tpd Project incorporates purchasing electrical power from a third-party. The power plant will be owned, operated, and provide power on a dedicated contract.

The following table presents a breakdown of 50,000 tpd Project operating costs.


Operating Cost	First 7 Years				Life of Mine Cost
	Per ore tonne				Per ore tonne
	processed		Per ounce		processed		Per ounce
Mining	$	8.52	$	316	$	6.79	$	302
Processing		9.39		348		9.44		419
Site General and Administrative		1.06		39		0.99		44
Jawoyn Royalty⁽¹⁾		0.86		32		0.72		32
Water Treatment		0.26		10		0.29		13
Tailings Management		0.08		3		0.08		4
Refining Costs⁽¹⁾		0.09		3		0.08		3
Total Cash Costs⁽²⁾	$	20.28

SEC Form 10-K/A filed by Vista Gold Corp (Amendment)