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, 2021
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-Logo-2-300dpi

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: 117,189,232 common shares, without par value, outstanding as of October 20, 2021.

Table of Contents

VISTA GOLD CORP.

(An Exploration Stage Enterprise)

FORM 10-Q

For the Quarter Ended September 30, 2021

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	26
ITEM 1A. RISK FACTORS	26
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	26
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	27
ITEM 4. MINE SAFETY DISCLOSURE	27
ITEM 5. OTHER INFORMATION	27
ITEM 6. EXHIBITS	28
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,
	2021		2020
Assets:
Current assets:
Cash and cash equivalents	$	16,018	$	7,762
Short-term investments (Note 3)		—		400
Other investments, at fair value (Note 3)		334		293
Other current assets		461		952
Total current assets		16,813		9,407

Non-current assets:
Mineral properties (Note 4)		2,146		2,146
Plant and equipment, net (Note 5)		5,712		5,643
Right-of-use assets		19		34
Total non-current assets		7,877		7,823
Total assets	$	24,690	$	17,230

Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable	$	555	$	356
Accrued liabilities and other		1,035		702
Deferred option gain (Note 4)		383		68
Total current liabilities		1,973		1,126
Non-current liabilities:
Provision for environmental liability (Note 7)		240		240
Other liabilities		27		13
Total non-current liabilities		267		253
Total liabilities		2,240		1,379

Commitments and contingencies (Note 8)

Shareholders’ equity:
Common shares, no par value - unlimited shares authorized; shares outstanding: 2021 - 117,189,232 and 2020 - 103,171,904 (Note 6)		474,021		460,501
Accumulated deficit		(451,571)		(444,650)
Total shareholders’ equity		22,450		15,851
Total liabilities and shareholders’ equity	$	24,690	$	17,230

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,
	2021		2020		2021		2020
Operating income/(expense):
Gain on disposal of mineral property interests, net (Note 4)	$	—	$	3,540	$	2,100	$	6,108
Exploration, property evaluation and holding costs		(2,269)		(1,034)		(6,006)		(2,942)
Corporate administration		(818)		(891)		(3,064)		(3,144)
Depreciation and amortization		(13)		(11)		(36)		(34)
Total operating income/(expense)		(3,100)		1,604		(7,006)		(12)

Non-operating income:
Gain/(loss) on other investments (Note 3)		(6)		2,437		41		2,407
Interest income		1		1		2		15
Other income		36		178		42		212
Total non-operating income		31		2,616		85		2,634

Income/(loss) before income taxes		(3,069)		4,220		(6,921)		2,622
Net income/(loss)	$	(3,069)	$	4,220	$	(6,921)	$	2,622

Basic:
Weighted average number of shares outstanding		115,586,268		102,368,232		107,929,202		101,482,849
Net income/(loss) per share	$	(0.02)	$	0.05	$	(0.06)	$	0.03

Diluted:
Weighted average number of shares outstanding		115,586,268		105,504,340		107,929,202		103,992,868
Net income/(loss) per share	$	(0.02)	$	0.05	$	(0.06)	$	0.03

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

Table of Contents

VISTA GOLD CORP.

SEC Form 10-Q filed by Vista Gold Corporation