interim statements should be read in conjunction with the Company’s Consolidated Financial Statements

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# Q1

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## Content

# Q1
Table of Contents
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, 2026
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 (I.R.S. Employer Identification No.)
organization)
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:
​​ Trading Symbol ​​
Title of each class: ​ ​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 ReportingEmerging Growth Company
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: 145,971,346 common shares, without par value, outstanding as of April 24, 2026.
Table of Contents
VISTA GOLD CORP.
FORM 10-Q
For the Quarter Ended March 31, 2026
INDEX
Page
PART I – FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL 13
CONDITION AND RESULTS OF OPERATIONS
ITEM 4. CONTROLS AND PROCEDURES 25
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 25
ITEM 1A. RISK FACTORS 26
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF 26
PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 26
ITEM 4. MINE SAFETY DISCLOSURE 26
ITEM 5. OTHER INFORMATION 26
ITEM 6. EXHIBITS 27
SIGNATURES
2
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)
March 31, December 31,
​​​ 2026 ​​​ 2025
Assets:
Current assets:
Cash and cash equivalents $ 52,729 $ 13,622
Other current assets 451 526
Total current assets 53,180 14,148
Non-current assets:
Mineral properties (Note 3) 1,070 1,070
Plant and equipment, net (Note 4) 950 986
Other non-current assets 69 69
Total non-current assets 2,089 2,125
Total assets $ 55,269 $ 16,273
Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable $ 685 $ 230
Accrued liabilities and other (Note 5) 1,135 861
Total current liabilities 1,820 1,091
Non-current liabilities:
Other liabilities 86 75
Total non-current liabilities 86 75
Total liabilities 1,906 1,166
Commitments and contingencies (Note 7)
Shareholders’ equity:
Common shares, no par value - unlimited shares authorized; shares
outstanding:
2026 - 145,971,346 and 2025 - 127,007,520 (Note 6) 524,161 482,760
Accumulated deficit (470,798) (467,653)
Total shareholders’ equity 53,363 15,107
Total liabilities and shareholders’ equity $ 55,269 $ 16,273
Approved by the Board of Directors
/s/ Patrick F. Keenan /s/ John M. Clark
Patrick F. Keenan John M. Clark
Director Director
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
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 March 31,
2026 ​​​ 2025
Operating expense:
Exploration, property evaluation and holding costs $ (1,654) $ (1,538)
Corporate administration (1,631) (1,298)
Depreciation and amortization (36) (22)
Total operating expense (3,321) (2,858)
Non-operating income (loss):
Interest income 185 169
Other loss, net (9) (19)
Total non-operating income 176 150
Loss before income taxes (3,145) (2,708)
Net loss $ (3,145) $ (2,708)
Basic:
Weighted average number of shares outstanding 131,597,619 123,873,020
Net loss per share $ (0.02) $ (0.02)
Diluted:
Weighted average number of shares outstanding 131,597,619 123,873,020
Net loss per share $ (0.02) $ (0.02)
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
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 January 1, 2025 123,552,011 $478,061 $ (460,154) $ 17,907
Shares issued, net of offering costs 400,000 269 — 269
Shares issued (RSUs vested, net of shares
withheld) 603,491 (245) — (245)
Stock-based compensation — 359 — 359
Net income — — (2,708) (2,708)
Balances at March 31, 2025 124,555,502 $478,444 $ (462,862) $ 15,582
Balances at January 1, 2026 127,007,520 $482,760 $ (467,653) $ 15,107
Shares issued, net of offering costs 17,940,000 42,006 — 42,006
Shares issued (RSUs vested, net of shares 1,023,826 (1,048) — (1,048)
withheld)
Stock-based compensation — 443 — 443
Net loss — — (3,145) (3,145)
Balances at March 31, 2026 145,971,346 $524,161 $ (470,798) $ 53,363
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Table of Contents
VISTA GOLD CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in U.S. dollars and in thousands)
Three Months Ended March 31,
​​​ 2026 2025 ​​​
Cash flows from operating activities:
Net loss $ (3,145) $ (2,708)
Adjustments to reconcile net loss to net cash used in
operations:
Depreciation and amortization 36 22
Stock-based compensation 443 359
Change in working capital account items:
Other current assets 75 153
Accounts payable, accrued liabilities and other 391 354
Net cash used in operating activities (2,200) (1,820)
Cash flows from investing activities:
Additions to plant and equipment — (34)
Capitalized mineral property development costs — (150)
Net cash used in investing activities — (184)
Cash flows from financing activities:
Proceeds from March 2026 equity financing 44,850 —
Payment of underwriting and offering costs (2,495) —
Proceeds from At-the-Market equity financings, net — 269
Payment of taxes from withheld shares (1,048) (245)
Net cash provided by financing activities 41,307 24
Net increase (decrease) in cash and cash equivalents 39,107 (1,980)
Cash and cash equivalents, beginning of period 13,622 16,950
Cash and cash equivalents, end of period $ 52,729 $ 14,970
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Table of Contents
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 as a development-stage company in the gold mining industry. The Company’s flagship asset is
its 100% owned Mt Todd gold project (“Mt Todd” or the “Project”) in Northern Territory, Australia.
Since acquiring Mt Todd in 2006, we have invested substantial financial resources to systematically
explore, evaluate, engineer, permit, and de-risk the Project.
The interim Condensed Consolidated Financial Statements (“interim statements”) of the Company are
unaudited. In the opinion of management, all adjustments, reclassifications, and disclosures necessary
for a fair presentation of these interim statements are 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, 2025 as filed with the United States Securities and Exchange
Commission and Canadian securities regulatory authorities on Form 10-K (“2025 Financial
Statements”). The balance sheet as of December 31, 2025 as presented herein 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.
These interim statements have been prepared on the going concern basis of accounting, which
contemplates Vista having the ability to meet its obligations when due in the normal course of business
for the foreseeable future. Because the Company does not have recurring cash inflows from operations
or investments, we rely on other sources of financing to fund operations. Such funding sources may
include sales of non-core assets, equity issuances, royalty or stream agreements, convertible instruments,
and debt facilities. Although management estimates the Company has access to sufficient cash flows for
the next twelve months, there can be no assurance that the Company will be able to obtain adequate
funding, or that such funding will be on terms acceptable to the Company, to meet future operational
needs which may result in delays, reductions, or discontinuations of ongoing programs.
References to $ are to United States dollars and A$ are to Australian dollars.
2. Significant Accounting Policies
Significant accounting policies are included in the 2025 Financial Statements.
3. Mineral Properties
Mt Todd, Northern Territory, Australia
The capitalized mineral property values are as follows:
​​​ At March 31, 2026 ​​​At December 31, 2025
Mt Todd, Australia $ 1,070 $ 1,070
Vista acquired Mt Todd in March 2006. Since then, the Company has systematically advanced the
Project through exploration, metallurgical testing, engineering, environmental/operational permitting
activities, and ongoing site management activities.
Mineral resource development costs are capitalized for an ore body where proven and probable reserves
exist, and the activities are directed at obtaining additional information about the ore body or converting
measured, indicated, and inferred resources to proven and probable reserves. All other property-related
costs are expensed as incurred. Capitalized mineral property development costs totaled $nil and $150 in
the thre

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