Vista Gold Corp 2025年度报告

FORM 10-K (Registrant’s Telephone Number, including Area Code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes◻No⌧ 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 1934during 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 filingrequirements 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 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). 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 anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.◻ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).◻ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No⌧ State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which thecommon equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recentlycompleted second fiscal quarter:$122,628,000 The number of shares of the Registrant’s Common Stock outstanding as of March 9, 2026 was 144,947,520. Documents incorporated by reference:To the extent herein specifically referenced in Part III, portions of the Registrant’s Definitive Proxy Statement onSchedule 14A for the 2025 Annual General and Special Meeting of Shareholders are incorporated herein. See Part III. TABLE OF CONTENTS PagePART IITEM 1. BUSINESS2METRIC CONVERSION TABLE7GLOSSARY7CAUTIONARYNOTE TO INVESTORS REGARDING ESTIMATES OF MEASURED,INDICATED AND INFERRED RESOURCES AND PROVEN AND PROBABLE MINERALRESERVES9NOTE REGARDING FORWARD-LOOKING STATEMENTS10ITEM 1A. RISK FACTORS14ITEM 1B. UNRESOLVED STAFF COMMENTS23ITEM 1C. CYBERSECURITY23ITEM 2. PROPERTIES25ITEM 3. LEGAL PROCEEDINGS49ITEM4. MINE SAFETY DISCLOSURES49PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES49ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS52ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA62ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE79ITEM 9A. CONTROLS AND PROCEDURES79ITEM 9B. OTHER INFORMATION79ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS.79PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE80ITEM 11. EXECUTIVE COMPENSATION80ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS80ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS80ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES80PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES80ITEM 16. FORM 10-K SUMMARY82 PART I ITEM1. BUSINESS. In this annual report on Form 10-K, unless the context otherwise requires, the terms “we”, “us”, “our”,“Vista”, “Vista Gold”, or the “Company” refer to Vista Gold Corp. and its subsidiaries. References toAUD or A$ refer to Australian currency and USD or $ refer to United Stat