VISTA GOLD CORP._June 30, 2026

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 June 30, 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 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: 145,971,346 common shares, without par value, outstanding as of July 24, 2026.

Table of Contents

VISTA GOLD CORP.

FORM 10-Q

For the Quarter Ended June 30, 2026

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	26
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	26
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)



	June 30,			December 31,
	2026			2025
Assets:
Current assets:
Cash and cash equivalents	$	49,536		$	13,622
Other current assets		440			526
Total current assets		49,976			14,148

Non-current assets:
Mineral properties (Note 3)		1,070			1,070
Plant and equipment, net (Note 4)		1,206			986
Other non-current assets		69			69
Total non-current assets		2,345			2,125
Total assets	$	52,321		$	16,273

Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable	$	328		$	230
Accrued liabilities and other (Note 5)		1,133			861
Total current liabilities		1,461			1,091

Non-current liabilities:
Other liabilities		95			75
Total non-current liabilities		95			75
Total liabilities		1,556			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)		524,520			482,760
Accumulated deficit		(473,755)			(467,653)
Total shareholders’ equity		50,765			15,107
Total liabilities and shareholders’ equity	$	52,321		$	16,273

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 June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Operating expense:
Exploration, property evaluation and holding costs	$	(2,504)		$	(1,784)		$	(4,158)		$	(3,322)
Corporate administration		(846)			(678)			(2,477)			(1,976)
Depreciation and amortization		(67)			(23)			(103)			(45)
Total operating expense		(3,417)			(2,485)			(6,738)			(5,343)

Non-operating income (loss):
Interest income		466			140			651			309
Other loss, net		(6)			(11)			(15)			(30)
Total non-operating income		460			129			636			279

Loss before income taxes		(2,957)			(2,356)			(6,102)			(5,064)
Net loss	$	(2,957)		$	(2,356)		$	(6,102)		$	(5,064)

Basic:
Weighted average number of shares outstanding		145,971,346			124,931,351			138,824,189			124,405,109
Net loss per share	$	(0.02)		$	(0.02)		$	(0.04)		$	(0.04)

Diluted:
Weighted average number of shares outstanding		145,971,346			124,931,351			138,824,189			124,405,109
Net loss per share	$	(0.02)		$	(0.02)		$	(0.04)		$	(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 April 1, 2025		124,555,502		$	478,444		$	(462,862)		$	15,582
Shares issued, net of offering costs		575,000			552			—			552
Stock-based compensation		—			119			—			119
Net loss		—			—			(2,356)			(2,356)
Balances at June 30, 2025		125,130,502		$	479,115		$	(465,218)		$	13,897

Balances at April 1, 2026		145,971,346		$	524,161		$	(470,798)		$	53,363
Stock-based compensation		—			359			—			359
Net loss		—			—			(2,957)			(2,957)
Balances at June 30, 2026		145,971,346		$	524,520		$	(473,755)		$	50,765