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, 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 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: 118,306,694 common shares, without par value, outstanding as of October 21, 2022.

Table of Contents

VISTA GOLD CORP.

FORM 10-Q

For the Quarter Ended September 30, 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	23
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	23
ITEM 1A. RISK FACTORS	24
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	24
ITEM 4. MINE SAFETY DISCLOSURE	24
ITEM 5. OTHER INFORMATION	24
ITEM 6. EXHIBITS	25
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, except shares)



	September 30,		December 31,
	2022		2021
Assets:
Current assets:
Cash and cash equivalents	$	9,580	$	12,757
Short-term investments (Note 3)		—		384
Other current assets		212		811
Total current assets		9,792		13,952

Non-current assets:
Mineral properties (Note 4)		2,146		2,146
Plant and equipment, net (Note 5)		204		233
Right-of-use assets		—		12
Total non-current assets		2,350		2,391
Total assets	$	12,142	$	16,343

Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable	$	154	$	566
Accrued liabilities and other		739		839
Deferred option gain (Note 4)		—		383
Total current liabilities		893		1,788
Non-current liabilities:
Provision for environmental liability (Note 7)		—		240
Other liabilities		29		21
Total non-current liabilities		29		261
Total liabilities		922		2,049

Commitments and contingencies (Note 7)

Shareholders’ equity:
Common shares, no par value - unlimited shares authorized; shares outstanding: 2022 - 118,128,994 and 2021 - 117,189,232 (Note 6)		474,543		474,181
Accumulated deficit		(463,323)		(459,887)
Total shareholders’ equity		11,220		14,294
Total liabilities and shareholders’ equity	$	12,142	$	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.

Table of Contents

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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating income/(expense):
Gain on disposal of mineral property interests (Note 4)	$	—	$	—	$	2,883	$	2,100
Exploration, property evaluation and holding costs		(916)		(2,269)		(3,689)		(6,006)
Corporate administration		(779)		(818)		(3,056)		(3,064)
Depreciation and amortization		(10)		(13)		(34)		(36)
Total operating expense		(1,705)		(3,100)		(3,896)		(7,006)

Non-operating income/(expense):
Gain on other investments		—		(6)		—		41
Interest income		37		1		47		2
Other income/(loss)		(24)		36		413		42
Total non-operating income		13		31		460		85

Loss before income taxes		(1,692)		(3,069)		(3,436)		(6,921)
Net loss	$	(1,692)	$	(3,069)	$	(3,436)	$	(6,921)

Basic:
Weighted average number of shares outstanding		118,127,920		115,586,268		117,886,906		107,929,202
Net loss per share	$	(0.02)	$	(0.02)	$	(0.03)	$	(0.06)

Diluted:
Weighted average number of shares outstanding		118,127,920		115,586,268		117,886,906		107,929,202
Net loss per share	$	(0.02)	$	(0.02)	$	(0.03)	$	(0.06)

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, except shares)


						Total
	Common			Accumulated		Shareholders’
	Shares	Amount		Deficit		Equity
Balances at July 1, 2021	104,909,837	$	461,560	$	(448,502)	$	13,058
Shares issued, net of offering costs (Note 6)	12,272,730		12,323		—		12,323
Shares issued (RSUs vested, net of shares withheld) (Note 6)	6,665		(5)		—		(5)
Stock-based compensation (Note 6)	—		143		—		143
Net income	—		—		(3,069)		(3,069)
Balances at September 30, 2021	117,189,232	$	474,021	$	(451,571)	$	22,450

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

						Total
	Common			Accumulated		Shareholders’
	Shares	Amount		Deficit		Equity
Balances at January 1, 2021	103,171,904	$	460,501	$	(

SEC Form 10-Q filed by Vista Gold Corp