Vista Gold 2026 Q3 Earnings Call

Good morning, ladies and gentlemen, and welcome to the Vista Gold Corp third quarter financial results and corporate update conference call. At this time, all lines are in a listen-only mode. Following the presentation, we will conduct a question-and-answer session. If at any time during this call you require immediate assistance, please press star 0 for the operator. This call is being recorded on Thursday, November 12, 2026. I would now like to turn the conference over to Pamela Solly. Please go ahead. Thank you, Mel, and good day, everyone.

Thank you for joining the Vista Gold Corp third quarter 2026 financial results and corporate update conference call. I'm Pamela Solly, Vice President of Investor Relations. Also on the call today is Fred Earnest, President and Chief Executive Officer, and Doug Tobler, Chief Financial Officer. Earlier this morning, Vista reported its financial results for the quarter ended September 30, 2026. For additional details, our full financial statements and MD&A are included in our Form 10-Q, available for review at sec.gov or sedarplus.ca. Copies of the news release and quarterly report on Form 10-Q are also available on our website at www.vistagold.com. During the course of this call and the question-and-answer session, we will be making forward-looking statements.

These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements of Vista to be materially different from results, performance, or achievements expressed or implied by such statements. Please refer to the cautionary statements in this morning's news release and our most recently filed Form 10-K for details of risks and other important factors that could cause actual results to differ materially from those expressed in our forward-looking statements. Please also refer to the cautionary note regarding estimates of mineral resources and mineral reserves. Forward-looking statements regarding the proposed transaction with Artemis Gold are subject to additional risks, including the ability to obtain required shareholder, court, and regulatory approvals, the satisfaction of other closing conditions, the timing of completion, and the fact that the market value of the consideration will fluctuate with the trading price of Artemis shares.

During today's call, we will be discussing the proposed arrangement between Vista Gold and Artemis Gold. In connection with the proposed transaction, Vista filed a preliminary management information and proxy statement with the Securities and Exchange Commission on October 19, 2026, and intends to file a definitive proxy statement with the SEC and on SEDAR+, and to mail the definitive proxy statement to Vista shareholders. Today's call is not a substitute for the definitive proxy statement or any other document that Vista may file with the SEC or Canadian Securities Regulatory Authorities in connection with the proposed transaction. I note and emphasize that Vista shareholders are urged to read the proxy statement and any other relevant documents filed with the SEC and Canadian Security Regulatory Authorities carefully and in their entirety when they become available, because they will contain important information about Vista, Artemis, and the proposed transaction.

Shareholders may obtain copies of the definitive proxy statement when available and other documents filed by Vista at sec.gov, sedarplus.ca, and Vista's website at www.vistagold.com. Vista and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Vista shareholders in connection with the proposed transaction. Information about Vista's directors and executive officers, including their ownership of Vista common shares, is set forth in Vista's proxy statement for its 2026 Annual General and Special Meeting of Shareholders filed with the SEC on March 17, 2026, and in other documents filed by Vista with the SEC. Additional information regarding the interests of these participants by security holdings or otherwise is contained in the preliminary proxy statement and will be contained in the definitive proxy statement and other relative materials filed with the SEC when they become available.

Free copies of these documents may be obtained as previously described. Today's conference call is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval in any jurisdiction. The Artemis shares to be issued in the proposed transaction have not been and will not be registered under the U.S. Securities Act of 1933 as amended and are expected to be issued in reliance on the exemption provided by Section 3(a)(10) of that act. I will now turn the call over to Fred Earnest.

Thank you, Pam, for covering all of that lengthy disclosure, and thank you to everyone for joining us on the call and for persevering through that necessary part of the call this morning. We will begin by highlighting our third quarter achievements, followed by discussion of the proposed transaction with Artemis Gold as announced on September 21, 2026. During the third quarter, we continued advancing the Mt Todd Gold Project toward development. Key achievements included progress on permitting activities, strengthening our Australian-based leadership team, and advancing technical optimization initiatives. We also maintained our focus on safety, environmental stewardship, and financial discipline, ending the quarter with no workplace incidents, zero environmental incidents, and a cash position of $43.5 million.

Finally, on September 20, 2026, Vista entered into an arrangement agreement with Artemis Gold, pursuant to which Artemis agreed to acquire all of the issued and outstanding shares of Vista by way of a court-approved plan of arrangement, subject to shareholder, court, and regulatory approvals, and other customary closing conditions. I will discuss these topics in greater detail later in the call, but I will now turn time over to Doug Tobler for a review of our financial results for the quarter ended September 30, 2026.

Thank you, Fred. I'll start today with an overview of our results of operations. Consolidated net loss for the three months ended September 30, 2026 and 2025 was $6.4 million and $723,000, or $0.05 and $0.01 per basic share, respectively. The consolidated net loss for the nine months ended September 30, 2026 and 2025 was $12.5 million and $5.8 million, or $0.09 and $0.05 per basic share, respectively. The principal components of the period-over-period changes related to a few key areas. First, exploration property valuation and holding costs were $2.5 million and $1.2 million for the three months ended September 30, 2026, respectively. They were $6.7 million and $4.6 million for the nine months ended September 30, 2026 and 2025, respectively.

The increase in 2026 for the three-month period resulted primarily from costs associated with additional executive and project management team members in Australia, and higher project program costs in 2026 compared to the prior year. The increase in 2026 for the comparable nine-month period resulted from the same personnel increases, increased site activity, and higher power consumption due to water management pumping requirements. These were partially offset by lower project program costs in 2026 compared to the prior year, which included costs of the Mt Todd feasibility study. Second, corporate administrative costs were $4.2 million and $846,000 during the three months ended September 30, 2026 and 2025, and they were $6.7 million and $2.8 million for the nine months ended September 30, 2026 and 2025, respectively. Expenses in the comparable three-month period were higher because of arrangement-related expenses totaling $3.2 million.

Expenses in the comparable nine-month period were higher because of the same arrangement-related expenses, and we had other legal consulting and recruiting costs to support increasing pre-development activities at Mt Todd. As a partial offset to the increases, interest income was higher. We had interest income of $434,000 and $134,000 for the three months ended September 30, 2026 and 2025, respectively, and $1.1 million and $443,000 for the nine months ended September 30, 2026 and 2025, respectively. To close my comments today, we ended the quarter on September 30, 2026, with cash of $43.5 million and working capital of $40.1 million, and we continued to have no debt. Thank you. That concludes my remarks for today. I'll turn the call back to Fred.

Thank you, Doug. During the third quarter, we continued to advance our strategic priorities for Mt Todd, making progress across key areas of development. I'll begin with an update on our permitting activities. Artemis has indicated its intention to evaluate Mt Todd at a scale of 50,000 tons per day. As part of the transaction covenants, we have agreed to refrain from any activities that would preclude the future development of the project at this larger scale. We have continued to push forward on all permitting activities that are mutually beneficial to a project of either 15 or 50,000 tons per day. In September, our waste discharge permit was authorized. This will allow the discharge of treated water from the Batman Pit during the upcoming wet season. More on that topic in a moment.

We have completed ecological field investigations covering the entire area of our mining licenses, both at the end of the wet season and most recently at the end of the dry season. These investigations form the basis for the baseline ecology report and significant impacts assessment that are expected to be completed in the near future. These reports, together with site layout and other project design reports, will form the basis for submissions to amend our EIS and our Environment Protection and Biodiversity Conservation Act authorization. We are preparing documentation for these submissions, but will not be finalizing the filings at this time. With the approval of the environmental mining license for care and maintenance of the Mt Todd site, we have lodged amendments and anticipate approval of the environmental mining license variation later this month.

Once the environmental mining license variation is approved, we believe that the approval of the conversion of our existing operations environmental mining license to a full environmental mining license will follow soon after. The approval of the operations environmental mining license will allow the submission of the amendment to approve the operation of the project at the proposed project size and layout that complements the EIS and the Environment Protection and Biodiversity Conservation Act submissions. In accordance with our covenants with Artemis, we will not be filing an amendment to the operations EML at this time. We continue to work with the Aboriginal Areas Protection Authority on the additional authority certificate that we have already filed. There is no timeline for this authorization at the present time. Now let me turn to water management.