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 September 30, 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: 001-09025

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.)

8310 S Valley Hwy, Suite 300
Englewood, Colorado		80112
(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 LLC

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: 121,088,494 common shares, without par value, outstanding as of November 3, 2023.

Table of Contents

VISTA GOLD CORP.

FORM 10-Q

For the Quarter Ended September 30, 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	22
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	22
ITEM 1A. RISK FACTORS	22
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	22
ITEM 4. MINE SAFETY DISCLOSURE	22
ITEM 5. OTHER INFORMATION	23
ITEM 6. EXHIBITS	23
SIGNATURES

Table of Contents

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)



	September 30,		December 31,
	2023		2022
Assets:
Current assets:
Cash and cash equivalents	$	4,848	$	8,110
Other current assets		283		537
Total current assets		5,131		8,647

Non-current assets:
Mineral properties (Note 3)		2,146		2,146
Plant and equipment, net (Note 4)		206		193
Total non-current assets		2,352		2,339
Total assets	$	7,483	$	10,986

Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable	$	156	$	169
Accrued liabilities and other (Note 5)		788		764
Total current liabilities		944		933
Non-current liabilities:
Other liabilities		39		24
Total non-current liabilities		39		24
Total liabilities		983		957

Commitments and contingencies (Note 7)

Shareholders’ equity:
Common shares, no par value - unlimited shares authorized; shares outstanding: 2023 - 121,088,494 and 2022 - 118,480,878 (Note 6)		476,246		474,847
Accumulated deficit		(469,746)		(464,818)
Total shareholders’ equity		6,500		10,029
Total liabilities and shareholders’ equity	$	7,483	$	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.

Table of Contents

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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating income/(expense):
Gain on disposal of mineral property interests (Note 3)	$	—	$	—	$	—	$	2,883
Exploration, property evaluation and holding costs		(848)		(916)		(2,334)		(3,689)
Corporate administration		(666)		(779)		(2,712)		(3,056)
Depreciation and amortization		(10)		(10)		(30)		(34)
Total operating expense, net		(1,524)		(1,705)		(5,076)		(3,896)

Non-operating income:
Interest income		68		37		207		47
Other income/(expense)		2		(24)		(59)		413
Total non-operating income		70		13		148		460

Loss before income taxes		(1,454)		(1,692)		(4,928)		(3,436)
Net loss	$	(1,454)	$	(1,692)	$	(4,928)	$	(3,436)

Basic:
Weighted average number of shares outstanding		121,088,494		118,127,920		120,263,330		117,886,906
Net loss per share	$	(0.01)	$	(0.02)	$	(0.04)	$	(0.03)

Diluted:
Weighted average number of shares outstanding		121,088,494		118,127,920		120,263,330		117,886,906
Net loss per share	$	(0.01)	$	(0.02)	$	(0.04)	$	(0.03)

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

Table of Contents

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 July 1, 2022	118,125,701	$	474,433	$	(461,631)	$	12,802
Shares issued (RSUs vested, net of shares withheld) (Note 6)	3,293		(2)		—		(2)
Stock-based compensation (Note 6)	—		112		—		112
Net loss	—		—		(1,692)		(1,692)
Balances at September 30, 2022	118,128,994	$	474,543	$	(463,323)	$	11,220

Balances at July 1, 2023	121,088,494	$	476,145	$	(468,292)	$	7,853
Stock-based compensation (Note 6)	—		101		—		101
Net loss	—		—		(1,454)		(1,454)
Balances at September 30, 2023	121,088,494	$	476,246	$	(469,746)	$	6,500

						Total
	Common			Accumulated		Shareholders’
	Shares	Amount		Deficit		Equity
Balances at January 1, 2022	117,189,232	$	474,181	$	(459,887)	$	14,294
Shares issued, net of offering costs (Note 6)	50,000		51		—		51
Shares issued (RSUs vested, net of shares withheld) (Note 6)	889,762		(357)		—		(357)
Stock-based compensation (Note 6)	—		668		—		668
Net loss	—		—		(3,436)		(3,436)
Balances at September 30, 2022	118,128,994	$	474,543	$	(463,323)	$	11,220


Balances at January 1, 2023	118,480,878	$	474,847	$	(464,818)	$	10,029
Shares issued, net of offering costs (Note 6)	1,710,068		1,013		—		1,013
Shares issued (RSUs vested, net of shares withheld) (Note 6)	412,548		(142)		—		(142)
Shares issued (DSUs vested) (Note 6)	485,000		—		—		—
Stock-based compensation (Note 6)	—		528		—		528
Net loss	—		—		(4,928)		(4,928)
Balances at September 30, 2023	121,088,494	$	476,246	$	(469,746)	$	6,500

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

Table of Contents

VISTA GOLD CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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