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, 2023
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

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: 119,827,572 common shares, without par value, outstanding as of April 21, 2023.

Table of Contents

VISTA GOLD CORP.

FORM 10-Q

For the Quarter Ended March 31, 2023

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	11
ITEM 4. CONTROLS AND PROCEDURES	20
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	20
ITEM 1A. RISK FACTORS	20
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	20
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	20
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)



	March 31,		December 31,
	2023		2022
Assets:
Current assets:
Cash and cash equivalents	$	6,645	$	8,110
Other current assets		446		537
Total current assets		7,091		8,647

Non-current assets:
Mineral properties (Note 3)		2,146		2,146
Plant and equipment, net (Note 4)		183		193
Total non-current assets		2,329		2,339
Total assets	$	9,420	$	10,986

Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable	$	218	$	169
Accrued liabilities and other (Note 5)		621		764
Total current liabilities		839		933
Non-current liabilities:
Other liabilities		33		24
Total non-current liabilities		33		24
Total liabilities		872		957

Commitments and contingencies (Note 7)

Shareholders’ equity:
Common shares, no par value - unlimited shares authorized; shares outstanding: 2023 - 119,727,572 and 2022 - 118,480,878 (Note 6)		475,337		474,847
Accumulated deficit		(466,789)		(464,818)
Total shareholders’ equity		8,548		10,029
Total liabilities and shareholders’ equity	$	9,420	$	10,986

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 per share data)


	Three Months Ended March 31,
	2023		2022
Operating income/(expense):
Gain on disposal of mineral property interests (Note 3)	$	—	$	2,883
Exploration, property evaluation and holding costs		(804)		(1,789)
Corporate administration		(1,168)		(1,401)
Depreciation and amortization		(10)		(14)
Total operating expense, net		(1,982)		(321)

Non-operating income:
Interest income		69		1
Other income/(expense)		(58)		—
Total non-operating income		11		1

Loss before income taxes		(1,971)		(320)
Net loss	$	(1,971)	$	(320)

Basic:
Weighted average number of shares outstanding		119,041,318		117,444,389
Net loss per share	$	(0.02)	$	(0.00)

Diluted:
Weighted average number of shares outstanding		119,041,318		117,444,389
Net loss per share	$	(0.02)	$	(0.00)

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)



						Total
	Common			Accumulated		Shareholders’
	Shares	Amount		Deficit		Equity
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


Balances at January 1, 2023	118,480,878	$	474,847	$	(464,818)	$	10,029
Shares issued, net of offering costs (Note 6)	834,146		453		—		453
Shares issued (RSUs vested, net of shares withheld) (Note 6)	412,548		(142)		—		(142)
Stock-based compensation (Note 6)	—		179		—		179
Net loss	—		—		(1,971)		(1,971)
Balances at March 31, 2023	119,727,572	$	475,337	$	(466,789)	$	8,548

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,
	2023		2022
Cash flows from operating activities:
Net loss	$	(1,971)	$	(320)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		10		14
Stock-based compensation		179		444
Gain on disposal of mineral property interests, net		—		(2,883)
Change in working capital account items:
Other current assets		91		148
Accounts payable, accrued liabilities and other		(85)		145
Net cash used in operating activities		(1,776)		(2,452)
Cash flows from investing activities:
Maturities of short-term investments, net		—		11
Additions to plant and equipment		—		(5)
Proceeds from option/sale agreements, net		—		2,500
Net cash provided by investing activities		—		2,506
Cash flows from financing activities:
Proceeds from equity financing, net		453		—
Payment of taxes from withheld shares		(142)		(327)
Net cash provided by/(used in) financing activities		311		(327)

Net decrease in cash and cash equivalents		(1,465)		(273)
Cash and cash equivalents, beginning of period		8,110		12,757
Cash and cash equivalents, end of period	$	6,645	$	12,484

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. Overview 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 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 one of the largest undeveloped gold projects in Australia. With the approval of the Operational 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, and we are advancing a strategic process to seek a partner or other form of transaction 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, 2022 as filed with the United States Securities and Exchange Commission and Canadian securities regulatory authorities on Form 10-K (the “2022 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

Significant accounting policies are included in the 2022 Financial Statements.

3. Mineral Properties

Mt Todd, Northern Territory, Australia

The capitalized mineral property values are as follows:


	At March 31, 2023		At December 31, 2022
Mt Todd, Australia	$	2,146	$	2,146

Vista acquired Mt Todd in March 2006. The purchase price and related transaction costs of $2,146 were capitalized as mineral properties. 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 and other related activities were charged to expense as incurred. See Note 7 for a discussion of commitments and contingencies associated with Mt Todd.

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Awak Mas, Sulawesi, Indonesia

Vista held a net smelter return royalty (“NSR”) on the Awak Mas project in Indonesia (“Awak Mas”). The holder of the Awak Mas NSR made the final $2,500 payment to cancel the NSR 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.

4. Plant and Equipment


	March 31, 2023						December 31, 2022
			Accumulated						Accumulated
	Cost		Depreciation		Net		Cost		Depreciation		Net
Mt Todd, Australia	$	5,364	$	5,181	$	183	$	5,364	$	5,171	$	193
Corporate, United States		333		333		—		333		333		—
Used mill equipment, Canada		—		—		—		—		—		—
	$	5,697	$	5,514	$	183	$	5,697	$	5,504	$	193

5. Other Current Liabilities

The following table sets forth the Company’s accrued liabilities and other at March 31, 2023 and December 31, 2022:


	At March 31, 2023		At December 31, 2022
Accrued accounts payable	$	96	$	112
Accrued employee compensation and benefits		481		614
Other current liabilities		44		38
	$	621	$	764

6. Common Shares

Equity Financing

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 sell and issue common shares in the capital of the Company (each a “Common Share”) through Wainwright for aggregate gross proceeds of up to $10,000 (the “ATM Program”).

During the three months ended March 31, 2023 and 2022, the Company realized net proceeds of $453 and $nil, respectively, under the ATM Program. As of March 31, 2023, $9,279 remained available under the ATM Program.

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, 2021	7,408,101	$	1.25	2.5
As of December 31, 2022	7,408,101	$	1.25	1.5
As of March 31, 2023	7,408,101	$	1.25	1.3

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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. 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:


	Three Months Ended March 31,
	2023		2022
RSUs	$	76	$	172
DSUs		103		272
	$	179	$	444

As of March 31, 2023, unrecognized compensation expense for RSUs was $618, 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, 2021	1,998,339	$	0.53
Granted	759,000		0.59
Cancelled/forfeited	(395,569)		0.51
Vested, net of shares withheld	(889,762)		0.49
Unvested - December 31, 2022	1,472,008	$	0.60
Granted	1,163,000		0.37
Cancelled/forfeited	(321,118)		0.58
Vested, net of shares withheld	(412,548)		0.60
Unvested - March 31, 2023	1,901,342	$	0.46

During the three months ended March 31, 2023 and 2022, the Company withheld Common Shares with an equivalent value to meet employee withholding tax obligations of $142 and $327, respectively, that resulted upon vesting of RSUs during the period. Common Shares withheld are considered cancelled/forfeited.

Deferred Share Units

The DSU Plan provides for granting of DSUs to non-employee directors. DSUs vest immediately; however, the Company will issue one Common Share for each DSU only after the non-employee director ceases to be a director of the Company. In March 2023, the Board granted 197,000 DSUs and the Company recognized $103 in DSU expense. In March 2022, the Board granted 324,000 DSUs and the Company recognized $272 in DSU expense.

Table of Contents

The following table summarizes DSU activity:



			Weighted Average
	Number of		Grant-Date Fair
	DSUs		Value per DSU
Outstanding - December 31, 2021	930,000	$	0.68
Granted	324,000		0.84
Outstanding - December 31, 2022	1,254,000	$	0.72
Granted	197,000		0.52
Outstanding - March 31, 2023	1,451,000	$	0.69

Stock Options

The following table summarizes option activity for vested awards:


				Weighted Average
		Weighted Average		Remaining	Aggregate
	Number of	Exercise Price		Contractual Term	Intrinsic
	Options	Per Option		(Years)	Value
Outstanding - December 31, 2021	1,367,000	$	0.71

SEC Form 10-Q filed by Vista Gold Corp