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, 2024
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: 123,147,609 common shares, without par value, outstanding as of October 21, 2024.

Table of Contents

VISTA GOLD CORP.

FORM 10-Q

For the Quarter Ended September 30, 2024

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	13
ITEM 4. CONTROLS AND PROCEDURES	25
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	25
ITEM 1A. RISK FACTORS	25
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	26
ITEM 4. MINE SAFETY DISCLOSURE	26
ITEM 5. OTHER INFORMATION	26
ITEM 6. EXHIBITS	27
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,
	2024		2023
Assets:
Current assets:
Cash and cash equivalents	$	18,954	$	6,069
Other current assets		208		446
Total current assets		19,162		6,515

Non-current assets:
Mineral properties (Note 3)		558		2,146
Plant and equipment, net (Note 4)		313		204
Other non-current assets		69		69
Total non-current assets		940		2,419
Total assets	$	20,102	$	8,934

Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable	$	162	$	190
Accrued liabilities and other (Note 5)		917		749
Total current liabilities		1,079		939
Non-current liabilities:
Deferred gain on grant of royalty (Note 6)		—		3,000
Other liabilities		21		44
Total non-current liabilities		21		3,044
Total liabilities		1,100		3,983

Commitments and contingencies (Note 8)

Shareholders’ equity:
Common shares, no par value - unlimited shares authorized; shares outstanding: 2024 - 122,847,609 and 2023 - 121,088,494 (Note 7)		477,483		476,354
Accumulated deficit		(458,481)		(471,403)
Total shareholders’ equity		19,002		4,951
Total liabilities and shareholders’ equity	$	20,102	$	8,934

Approved by the Board of Directors

/s/ Patrick F. Keenan

Patrick F. Keenan

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,
	2024		2023		2024		2023
Operating income (expense):
Exploration, property evaluation and holding costs	$	(1,099)	$	(848)	$	(2,509)	$	(2,334)
Corporate administration		(720)		(666)		(2,726)		(2,712)
Depreciation and amortization		(14)		(10)		(40)		(30)
Gain on grant of royalty interest in mineral titles (Note 6)		—		—		16,909		—
Gain on sale of plant and equipment (Note 4)		—		—		802		—
Total operating income (expense), net		(1,833)		(1,524)		12,436		(5,076)

Non-operating income:
Interest income		230		68		496		207
Other income (expense)		(35)		2		(10)		(59)
Total non-operating income		195		70		486		148

Income (loss) before income taxes		(1,638)		(1,454)		12,922		(4,928)
Net income (loss)	$	(1,638)	$	(1,454)	$	12,922	$	(4,928)

Basic:
Weighted average number of shares outstanding		122,341,829		121,088,494		121,829,163		120,263,330
Net income (loss) per share	$	(0.01)	$	(0.01)	$	0.11	$	(0.04)

Diluted:
Weighted average number of shares outstanding		122,341,829		121,088,494		125,074,391		120,263,330
Net income (loss) per share	$	(0.01)	$	(0.01)	$	0.10	$	(0.04)

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

Balances at July 1, 2024	122,289,164	$	476,983	$	(456,843)	$	20,140
Shares issued, net of offering costs	558,445		395		—		395
Shares issued (DSUs vested)	—		—		—		—
Stock-based compensation	—		105		—		105
Net income	—		—		(1,638)		(1,638)
Balances at September 30, 2024	122,847,609	$	477,483	$	(458,481)	$	19,002

						Total
	Common			Accumulated		Shareholders’
	Shares