UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
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-Logo-2-300dpi

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

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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date: 118,031,100 common shares, without par value, outstanding as of April 25, 2022.

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VISTA GOLD CORP.

FORM 10-Q

For the Quarter Ended March 31, 2022

INDEX


	Page
PART I – FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 4. CONTROLS AND PROCEDURES	20
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	21
ITEM 1A. RISK FACTORS	21
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	21
ITEM 4. MINE SAFETY DISCLOSURE	21
ITEM 5. OTHER INFORMATION	21
ITEM 6. EXHIBITS	22
SIGNATURES

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PART I

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

VISTA GOLD CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in U.S. dollars and in thousands, except shares)



	March 31,		December 31,
	2022		2021
Assets:
Current assets:
Cash and cash equivalents	$	12,484	$	12,757
Short-term investments (Note 3)		373		384
Other current assets		663		811
Total current assets		13,520		13,952

Non-current assets:
Mineral properties (Note 4)		2,146		2,146
Plant and equipment, net (Note 5)		224		233
Right-of-use assets		8		12
Total non-current assets		2,378		2,391
Total assets	$	15,898	$	16,343

Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable	$	722	$	566
Accrued liabilities and other		820		839
Deferred option gain (Note 4)		—		383
Total current liabilities		1,542		1,788
Non-current liabilities:
Provision for environmental liability (Note 7)		240		240
Other liabilities		25		21
Total non-current liabilities		265		261
Total liabilities		1,807		2,049

Commitments and contingencies (Note 8)

Shareholders’ equity:
Common shares, no par value - unlimited shares authorized; shares outstanding: 2022 - 117,981,100 and 2021 - 117,189,232 (Note 6)		474,298		474,181
Accumulated deficit		(460,207)		(459,887)
Total shareholders’ equity		14,091		14,294
Total liabilities and shareholders’ equity	$	15,898	$	16,343

Approved by the Board of Directors

/s/ Tracy A. Stevenson

Tracy A. Stevenson

Director

/s/ John M. Clark

John M. Clark

Director

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VISTA GOLD CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME/(LOSS)

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


	Three Months Ended March 31,
	2022		2021
Operating income/(expense):
Gain on disposal of mineral property interests, net (Note 4)	$	2,883	$	—
Exploration, property evaluation and holding costs		(1,789)		(1,751)
Corporate administration		(1,401)		(1,315)
Depreciation and amortization		(14)		(11)
Total operating expense		(321)		(3,077)

Non-operating income/(expense):
Loss on other investments		—		(30)
Interest income		1		1
Other income		—		7
Total non-operating income/(expense)		1		(22)

Loss before income taxes		(320)		(3,099)
Net loss	$	(320)	$	(3,099)

Basic:
Weighted average number of shares outstanding		117,444,389		103,512,054
Net loss per share	$	(0.00)	$	(0.03)

Diluted:
Weighted average number of shares outstanding		117,444,389		103,512,054
Net loss per share	$	(0.00)	$	(0.03)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VISTA GOLD CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Dollar amounts in U.S. dollars and in thousands, except shares)



						Total
	Common			Accumulated		Shareholders’
	Shares	Amount		Deficit		Equity
Balances at January 1, 2021	103,171,904	$	460,501	$	(444,650)	$	15,851
Shares issued, net of offering costs (Note 6)	405,800		434		—		434
Shares issued (RSUs vested, net of shares withheld) (Note 6)	421,219		(194)		—		(194)
Stock-based compensation (Note 6)	—		421		—		421
Net loss	—		—		(3,099)		(3,099)
Balances at March 31, 2021	103,998,923	$	461,162	$	(447,749)	$	13,413


Balances at January 1, 2022	117,189,232	$	474,181	$	(459,887)	$	14,294
Shares issued (RSUs vested, net of shares withheld) (Note 6)	791,868		(327)		—		(327)
Stock-based compensation (Note 6)	—		444		—		444
Net loss	—		—		(320)		(320)
Balances at March 31, 2022	117,981,100	$	474,298	$	(460,207)	$	14,091

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VISTA GOLD CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in U.S. dollars and in thousands)


	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities:
Net loss	$	(320)	$	(3,099)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		14		11
Stock-based compensation		444		421
Gain on disposal of mineral property interests, net		(2,883)		—
Loss on other investments		—		30
Change in working capital account items:
Other current assets		148		120
Accounts payable, accrued liabilities and other		145		(8)
Net cash used in operating activities		(2,452)		(2,525)
Cash flows from investing activities:
Disposition of short-term investments, net		11		400
Additions to plant and equipment		(5)		—
Proceeds from option/sale agreements, net		2,500		1,100
Net cash provided by investing activities		2,506		1,500
Cash flows from financing activities:
Proceeds from equity financing, net		—		610
Payment of taxes from withheld shares		(327)		(194)
Net cash provided by/(used in) financing activities		(327)		416

Net decrease in cash and cash equivalents		(273)		(609)
Cash and cash equivalents, beginning of period		12,757		7,762
Cash and cash equivalents, end of period	$	12,484	$	7,153

The accompanying notes are an integral part of these condensed consolidated financial statements.

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VISTA GOLD CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in U.S. dollars and in thousands, except share-related amounts)

1. Nature of Operations and Basis of Presentation

Vista Gold Corp. and its subsidiaries (collectively, “Vista,” the “Company,” “we,” “our,” or “us”) operate in the gold mining industry. We are focused on evaluation, acquisition, exploration and advancement of gold exploration and potential development projects, which may lead to gold production or value adding strategic transactions such as earn-in right agreements, option agreements, leases to third parties, joint venture arrangements with other mining companies, or outright sales of assets for cash and/or other consideration. We look for opportunities to improve the value of our gold projects through exploration drilling and/or technical studies focused on optimizing previous engineering work. We do not currently generate cash flows from mining operations.

The Company’s flagship asset is its 100% owned Mt Todd gold project (“Mt Todd” or the “Project”) in Northern Territory, Australia. Mt Todd is the largest undeveloped gold project in Australia. With the approval of the Mining Management Plan in June 2021, all major operating and environmental permits for Mt Todd have been received. Since acquiring Mt Todd in 2006, we have invested substantial financial resources to systematically explore, evaluate, engineer, permit and de-risk the Project. In February 2022, we completed a feasibility study for Mt Todd. In March 2022, we appointed CIBC Capital Markets as our strategic advisor to assist us in evaluating a broad range of alternatives for Mt Todd.

The interim Condensed Consolidated Financial Statements (“interim statements”) of the Company are unaudited. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been 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, 2021 as filed with the United States Securities and Exchange Commission and Canadian securities regulatory authorities on Form 10-K (the “2021 Financial Statements”). The year-end balance sheet data 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.

References to $ are to United States dollars and A$ are to Australian dollars.

2. Significant Accounting Policies

Mineral Properties

Mineral property acquisition costs, including directly related costs, are capitalized when incurred. After acquisition of a mineral property, associated exploration and evaluation costs are expensed as incurred until development commences. Development costs to establish access to mineral reserves and other preparations leading to commercial production will be capitalized once: mineral reserves are established in accordance with subpart 1300 of Regulation S-K under the Securities Exchange Act of 1934, as amended; and a decision is made by the Company to develop the mineral property. Capitalization of development costs will conclude upon commencement of sustainable production.

Capitalized costs associated with a mineral property will be amortized using the units-of-production method over the estimated life of mineral reserves once sustainable production is achieved. If mineral properties are subsequently sold or abandoned, any unamortized costs will be charged to expense in that period.

The recoverability of the carrying values of our mineral properties is dependent upon economic reserves being discovered or developed on the properties, permitting, financing, start-up, and commercial production from, or the sale/lease of, or other strategic transactions related to these properties. Development and/or start-up of any of these projects will depend on, among other things, management’s ability to raise sufficient capital for these purposes. Proceeds received from option or sale agreements are ascribed to recovery of the carrying value of the related project until the carrying value reaches zero. Thereafter, any additional proceeds received are recognized as a contract liability (deferred option gain) until control has transferred to the buyer or the related contract terminates.

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We assess the carrying value of mineral properties for impairment whenever information or circumstances indicate the potential for impairment. This would include events and circumstances such as our inability to obtain all the necessary permits, changes in the legal status of our mineral properties, government actions, the results of exploration activities and technical evaluations and changes in economic conditions, including the price of gold and other commodities or input prices. Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted basis. If it is determined that the estimated future undiscounted cash flows are less than the carrying value of the property, a write-down to the estimated fair value will then be reported in our Consolidated Statement of Income/(Loss) for the period. Where estimates of future net cash flows are not determinable and where other conditions indicate the potential for impairment, management uses available market information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair value.

Other

Other significant accounting policies are included in the 2021 Financial Statements.

3. Short-term and Other Investments

Short-term investments

As of March 31, 2022 and December 31, 2021, the amortized cost basis of our short-term investments was $373 and $384, respectively, which approximated fair value. Short-term investments were comprised of Australian government treasury securities, which had maturity dates on the date of purchase greater than 90 days but less than one year. Investments with maturity dates of 90 days or less were included in cash and cash equivalents.

4. Mineral Properties

Mt Todd, Northern Territory, Australia

The capitalized mineral property values are as follows:


	At March 31, 2022		At December 31, 2021
Mt Todd, Australia	$	2,146	$	2,146

Vista acquired Mt Todd in March 2006. Transaction-related costs of $2,146 were capitalized as mineral properties. This amount included the purchase price and related transaction costs. Since 2006, the Company has systematically advanced the Project through exploration, metallurgical testing, engineering, environmental/operational permitting activities, and ongoing site management activities. Costs associated with these activities were charged to expense as incurred. See Note 8 for a discussion of commitments and contingencies associated with Mt Todd.

Awak Mas, Sulawesi, Indonesia

Vista held a net smelter return royalty (“NSR”) on the Awak Mas project in Indonesia. Previously, Vista and the holder of Awak Mas amended the original royalty agreement to allow the holder or a nominated party to make certain payments to Vista to cancel the original NSR. The holder of the Awak Mas royalty made the final $2,500 payment on January 28, 2022. The Company recognized a gain of $2,883 for this final payment, which included recognition of $383 that was carried as deferred option gain as of December 31, 2021. With this final payment, the Company has no remaining royalty interest in Awak Mas.

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5. Plant and Equipment


	March 31, 2022						December 31, 2021
			Accumulated						Accumulated
	Cost		Depreciation		Net		Cost		Depreciation		Net
Mt Todd, Australia	$	5,364	$	5,140	$	224	$	5,359	$	5,126	$	233
Corporate, United States		333		333		—		333		333		—
Used mill equipment, Canada		—		—		—		—		—		—
	$	5,697	$	5,473	$	224	$	5,692	$	5,459	$	233

6. Common Shares

Equity Financings

On July 12, 2021, we closed a public offering that resulted in issuing 12,272,730 common shares in the capital of the Company (each a “Common Share’) and 7,408,101 Common Share purchase warrants (each a “Warrant”) for net proceeds of $12,323. Each Warrant entitles the holder thereof to purchase one Common Share at a price of $1.25 per Common Share (subject to adjustment in certain circumstances) and is exercisable for a period of 36 months from the closing date. The relative fair values of the Common Shares and Warrants, which were classified as equity, were $11,426 and $2,074, respectively.

The Company renewed its at-the-market offering agreement in December 2021 (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 $10,000 (the “ATM Program”). During the three months ended March 31, 2022 and 2021 the Company sold nil and 405,800 Common Shares, respectively, under the ATM Program for net proceeds of $nil and $434, respectively. The entire $10,000 under the renewed ATM Program remained available as of March 31, 2022. Each sale under the ATM Agreement was made pursuant to an “at the market offering” as defined in Rule 415 under the United States Securities Act of 1933, as amended.

Warrants

Warrant activity is summarized in the following table.


		Weighted		Weighted
		Average		Average
	Warrants	Exercise Price		Remaining Life
	Outstanding	Per Share		(Years)
As of December 31, 2020	—	$	—	—
Issued	7,408,101		1.25	3.0
As of December 31, 2021	7,408,101	$	1.25	2.5
As of March 31, 2022	7,408,101	$	1.25	2.3

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. 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. Vista also issued phantom units in 2018 to be settled in cash over a three-year term. Stock-based compensation and phantom units 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.

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Stock-based compensation expense was:


		Three Months Ended March 31,
	2022		2021
RSUs	$	172	$	206
DSUs		272		212
Stock Options		—		3
	$	444	$	421

Phantom units	$	—	$	18

As of March 31, 2022, unrecognized compensation expense for RSUs was $632, which is expected to be recognized over a weighted average period of 1.7 years.

Restricted Share Units

The following table summarizes RSU activity:


		Weighted Average
	Number	Grant-Date Fair
	of RSUs	Value Per RSU
Unvested - December 31, 2020	2,467,002	$	0.42
Granted	891,000		0.76
Cancelled/forfeited	(413,335)		0.48
Vested, net of shares withheld	(946,328)		0.46
Unvested - December 31, 2021	1,998,339	$	0.53
Granted	759,000		0.59

SEC Form 10-Q filed by Vista Gold Corp