[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201.%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Vista Gold Corp. reported a net loss of $5.7 million for the six months ended June 30, 2019, primarily due to an unrealized investment loss, leading to a decrease in total assets to $18.3 million [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Items | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $1,315 | $1,071 | | Total current assets | $10,394 | $14,070 | | Total assets | $18,315 | $22,126 | | **Liabilities & Equity** | | | | Total current liabilities | $838 | $872 | | Total liabilities | $2,270 | $872 | | Total shareholders' equity | $16,045 | $21,254 | | Total liabilities and shareholders' equity | $18,315 | $22,126 | [Condensed Consolidated Statements of Comprehensive Income/(Loss)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%2F%28Loss%29) Consolidated Statement of Comprehensive Loss (in thousands, except per share data) | Metric | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Total operating expense | $(2,028) | $(1,955) | $(4,133) | $(5,151) | | (Loss)/gain on other investments | $(1,093) | $— | $(1,717) | $2,028 | | **Net loss** | **$(3,044)** | **$(1,923)** | **$(5,696)** | **$(2,871)** | | **Net loss per share (Basic & Diluted)** | **$(0.03)** | **$(0.02)** | **$(0.06)** | **$(0.03)** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statement of Cash Flows (in thousands) | Cash Flow Activity | Six months ended June 30, 2019 | Six months ended June 30, 2018 | | :--- | :--- | :--- | | Net cash used in operating activities | $(3,391) | $(4,995) | | Net cash provided by investing activities | $3,615 | $6,185 | | Net cash provided by / (used in) financing activities | $20 | $(23) | | **Net increase in cash and cash equivalents** | **$244** | **$1,167** | | Cash and cash equivalents, end of period | $1,315 | $2,598 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) - The company's primary asset is the 100% owned Mt Todd gold project in Australia, the largest undeveloped gold project in the country[17](index=17&type=chunk) - The company adopted the new lease accounting standard (ASU No. 2016-02) on January 1, 2019, recognizing right-of-use assets and lease liabilities of **$186 thousand** upon adoption[21](index=21&type=chunk) - The company holds **7.8 million shares** of Midas Gold, which experienced an unrealized loss of **$1.7 million** for the six months ended June 30, 2019, compared to a **$2.0 million** gain in the same period of 2018[24](index=24&type=chunk) - In April 2019, the company received a **$1.5 million** option payment for the Guadalupe de los Reyes (GdlR) Project, which reduced the project's carrying value to zero and resulted in a deferred option gain of **$1.392 million**[31](index=31&type=chunk)[32](index=32&type=chunk) - In May 2019, shareholders approved a Deferred Share Unit (DSU) Plan for non-employee directors, and the Board granted **366,000 DSUs**, recognizing **$209 thousand** in expense[43](index=43&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=15&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Vista Gold's net loss increased to $5.7 million for the first half of 2019, primarily due to an unrealized loss on Midas Gold shares, despite decreased operating costs and ongoing metallurgical optimization at the Mt Todd project Financial Performance Summary (in thousands, except per share data) | Metric | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | **Consolidated net loss** | **$3,044** | **$1,923** | **$5,696** | **$2,871** | | **Loss per share** | **$0.03** | **$0.02** | **$0.06** | **$0.03** | - Exploration and property holding costs decreased for the three and six months ended June 30, 2019, compared to 2018, due to reduced water discharge activities at Mt Todd following lower precipitation and an **8% weaker Australian dollar**[60](index=60&type=chunk)[62](index=62&type=chunk) - Net cash used in operating activities decreased to **$3.4 million** in H1 2019 from **$5.0 million** in H1 2018, due to lower cash expenditures and changes in working capital[67](index=67&type=chunk) - Working capital decreased from **$13.2 million** at year-end 2018 to **$9.6 million** at June 30, 2019, mainly due to funding operations and the reduction in fair value of Midas Gold shares[70](index=70&type=chunk) - The company has an at-the-market (ATM) offering agreement with H. C. Wainwright & Co., LLC, allowing it to sell up to **$10 million** in common shares for additional financial flexibility[73](index=73&type=chunk) [Project Updates](index=20&type=section&id=Project%20Updates) - The company has all major environmental approvals for the Mt Todd project and is conducting a metallurgical optimization program to improve gold recoveries, with a PFS update planned for the coming months[82](index=82&type=chunk)[83](index=83&type=chunk) - Recent leach tests at Mt Todd achieved average gold recoveries of **92.7%** on material with a P80 grind size of approximately **50 microns**, confirming higher recoveries at finer grind sizes[87](index=87&type=chunk) 2018 PFS Base Case Highlights (50,000 tpd) | Metric | Life of Mine (13 years) | | :--- | :--- | | Average Annual Payable Gold | 381,000 ozs | | Total Payable Gold | 4,956,000 ozs | | Cash Costs ($/oz) | $645 | | Initial Capital | $839 million | | After-tax NPV 5% | $679 million | | After-tax IRR | 20.5% | | After-tax Payback | 3.2 years | - In June 2019, the option agreement for the Guadalupe de los Reyes (GdlR) Project was assigned from Minera Alamos to ePower Metals Inc., with Vista's consent[97](index=97&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=28&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were effective as of June 30, 2019, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that as of the end of the quarter, the company's disclosure controls and procedures were effective[122](index=122&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended June 30, 2019, that materially affected, or are reasonably likely to materially affect, internal controls[123](index=123&type=chunk) [PART II – OTHER INFORMATION](index=30&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS](index=30&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reports that it is not aware of any material pending or threatened litigation that would likely have a material adverse effect on its operations - The company is not aware of any material pending or threatened litigation[125](index=125&type=chunk) [ITEM 1A. RISK FACTORS](index=30&type=section&id=ITEM%201A.%20RISK%20FACTORS) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2018 - No material changes have occurred from the risk factors set forth in the Annual Report on Form 10-K for the year ended December 31, 2018[126](index=126&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=30&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company reported no unregistered sales of equity securities during the period - None[127](index=127&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=30&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities - None[128](index=128&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURE](index=30&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURE) For the three months ended June 30, 2019, the company had no required disclosures under Section 1503(a) of the Dodd-Frank Act, as its U.S. exploration properties were not subject to regulation by the Federal Mine Safety and Health Administration (MSHA) - During the three months ended June 30, 2019, the company's U.S. exploration properties were not subject to MSHA regulation, and consequently, no disclosure is required under the Dodd-Frank Act[130](index=130&type=chunk) [ITEM 5. OTHER INFORMATION](index=30&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reported no other information for the period - None[131](index=131&type=chunk) [ITEM 6. EXHIBITS](index=31&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed as part of the Form 10-Q report, which include corporate articles, a warrant indenture, CEO and CFO certifications (pursuant to Rule 13a-14(a) and Section 906 of Sarbanes-Oxley), and XBRL data files - The report includes filed exhibits such as CEO and CFO certifications and financial data formatted in XBRL[132](index=132&type=chunk)

Vista Gold Corp. (NYSE:VGZ) Q1 2019 Earnings Conference Call May 8, 2019 4:30 PM ET Company Participants Pamela Solly - VP of IR Frederick Earnest - President, CEO John Engele - Senior VP & CFO Conference Call Participants Heiko Ihle - H.C. Wainwright Jacob Sekelsky - ROTH Capital Partners Operator Good day, ladies and gentlemen. Welcome to Vista Gold's First Quarter Financial Results and Corporate Update Conference Call. At this time, all participants are in a listen-only mode. [Operator Instructions] As ...

Table of Contents 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 March 31, 2019 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 (Sta ...

Financial Data and Key Metrics Changes - As of December 31, 2018, the company reported a working capital of approximately $13.2 million, which included cash and T-Bills of about $8.1 million, and remains debt-free [10] - The net loss for the year was $8.7 million, equating to $0.09 per share, primarily due to $10.8 million in operating expenses [10][11] - Operating expenses increased by about 10% compared to 2017, with corporate administration costs trending about 15% higher than the previous year [12][14] Business Line Data and Key Metrics Changes - The Mt Todd Gold Project achieved significant technical and economic advancements in 2018, including lower capital and operating costs, higher recoveries, and improved margins [6][8] - Gold recovery improved from 81.7% to 86.4% due to design changes in the processing plant, with expectations of further improvements to over 90% [25][27] Market Data and Key Metrics Changes - The gold price increased by 10.5% from November 13 to February 22, while the company's share price surged by 93.2%, indicating a strong leverage to gold prices [33] Company Strategy and Development Direction - The company plans to seek appropriate partnerships for the development of the Mt Todd project to mitigate financial risks and dilution associated with standalone development [31][32] - The focus is on achieving a valuation reflective of a large project in a low-risk jurisdiction, with favorable costs and robust project economics [32] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the ongoing optimization programs and their potential to yield significant improvements in project economics [52] - The company is confident in its social license and stakeholder trust, which are crucial for project development [36][39] Other Important Information - The company holds all major environmental permits required for the Mt Todd project, positioning it favorably for future development [37][39] - An updated technical and economic study is expected to be completed in the latter half of Q2, incorporating current foreign exchange rates and gold prices [30] Q&A Session Summary Question: Did you complete the remaining fine grinding and leach tests? - Management confirmed that high-pressure grinding role and ore sorting tests were completed in October, with results announced in January. Additional grinding tests are underway, with results expected by the end of Q1 or early Q2 [44][46] Question: Is the timeline for the updated PFS still on track? - Provided that the samples are processed in a timely manner, the updated PFS is still on schedule for publication in late Q2, targeting around the end of May [47][48]

Vista Gold Corp. Mt Todd Gold Project Advanced, De-Risked, Undervalued & Highly Leveraged to the Price of Gold February 2019 Vista Gold Corp - NYSE American & TSX: VGZ 2 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the U.S. Securities Act of 1933, as amended, and U.S. Securities Exchange Act of 1934, as amended, and forward-looking information within the meaning of Canadian securities laws. All statements, other than statements of historical facts th ...

Front Matter [Cautionary Note Regarding Mineral Resource and Reserve Estimates](index=3&type=section&id=CAUTIONARY%20NOTE%20TO%20INVESTORS%20REGARDING%20ESTIMATES%20OF%20MEASURED%2C%20INDICATED%20AND%20INFERRED%20RESOURCES%20AND%20PROVEN%20AND%20PROBABLE%20RESERVES) This section highlights differences between Canadian and U.S. standards for mineral resource and reserve reporting, cautioning investors on unrecognized terms and differing definitions - The definitions for "mineral reserve", "proven mineral reserve", and "probable mineral reserve" under Canadian NI 43-101 differ from the definitions in SEC Industry Guide 7[8](index=8&type=chunk) - Terms such as "mineral resource", "measured mineral resource", "indicated mineral resource", and "inferred mineral resource" are required by NI 43-101 but are not defined terms under SEC Industry Guide 7 and are normally not permitted in SEC filings[9](index=9&type=chunk) - Investors are cautioned not to assume that inferred mineral resources will ever be converted into reserves, as they have a great amount of uncertainty regarding their existence and economic feasibility[9](index=9&type=chunk) [Glossary](index=3&type=section&id=GLOSSARY) This section defines numerous technical terms related to geology, mining, and mineral processing, ensuring clarity for specialized industry terminology - The glossary defines key mining and geological terms used in the report, such as "assay", "heap leach", "mineral resource", and "proven reserves"[12](index=12&type=chunk)[13](index=13&type=chunk)[27](index=27&type=chunk) [Note Regarding Forward-Looking Statements](index=12&type=section&id=NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section outlines forward-looking statements regarding future operations and strategy, detailing significant risks that could cause actual results to differ - Forward-looking statements cover operational plans for the Mt Todd project, including the belief that the PFS demonstrates a robust project and intentions to complete further metallurgical programs[70](index=70&type=chunk) - Business-related forward-looking statements include plans to advance Mt Todd, expectations of its economic impact, and the belief that existing working capital is sufficient for planned costs and programs[73](index=73&type=chunk) - The company identifies key risk factors that could affect forward-looking statements, including operating risks (e.g., feasibility study results, permitting), financial risks (e.g., gold price fluctuations, capital raising), and industry risks (e.g., inherent hazards of mining, regulatory changes)[78](index=78&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk) PART I [Item 1. Business](index=17&type=section&id=ITEM%201.%20BUSINESS) Vista Gold Corp. focuses on evaluating and advancing gold projects, with its flagship Mt Todd project in Australia being the largest undeveloped gold project - The company's primary focus is on the evaluation, acquisition, exploration, and advancement of gold projects, with the aim of eventual production or value-adding strategic transactions[84](index=84&type=chunk) - The flagship asset is the 100% owned Mt Todd gold project in Northern Territory, Australia, noted as the largest undeveloped gold project in Australia[85](index=85&type=chunk) - As of December 31, 2018, the company had **14 full-time employees** and operates in a single reportable segment focused on exploration activities principally in Australia[88](index=88&type=chunk)[89](index=89&type=chunk) - The Northern Territory Government is responsible for the reclamation of pre-existing environmental conditions at Mt Todd until Vista provides notice of its intent to take over the site, which is not expected until a production decision is made and financing is secured[91](index=91&type=chunk) Gold Price History ($/oz) | Year | High ($/oz) | Low ($/oz) | Average ($/oz) | | :--- | :--- | :--- | :--- | | 2014 | 1,385 | 1,142 | 1,266 | | 2015 | 1,296 | 1,049 | 1,160 | | 2016 | 1,366 | 1,077 | 1,251 | | 2017 | 1,346 | 1,151 | 1,257 | | 2018 | 1,355 | 1,178 | 1,269 | [Item 1A. Risk Factors](index=20&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section details significant operating, financial, business, and industry risks, including project feasibility, gold price volatility, and environmental regulations - **Operating Risks:** The company's future profitability is highly dependent on the economic feasibility of the Mt Todd project, which requires substantial capital investment, successful permitting, and management of significant reclamation obligations[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk) - **Financial and Business Risks:** The company's asset value and ability to raise capital are substantially dependent on the volatile price of gold. The company has a history of losses, does not expect to pay dividends in the near term, and faces intense competition in the mining industry[120](index=120&type=chunk)[122](index=122&type=chunk)[126](index=126&type=chunk) - **Industry Risks:** The estimation of mineral reserves and resources is an imprecise process subject to uncertainty. The mining industry is also subject to increasingly stringent environmental, health, and safety laws, and potential regulations related to climate change could increase operating costs[134](index=134&type=chunk)[136](index=136&type=chunk)[138](index=138&type=chunk) - The company believes it was classified as a Passive Foreign Investment Company (PFIC) for the 2018 tax year, which could have adverse U.S. federal income tax consequences for U.S. shareholders[131](index=131&type=chunk) [Item 1B. Unresolved Staff Comments](index=33&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved staff comments - None[142](index=142&type=chunk) [Item 2. Properties](index=33&type=section&id=ITEM%202.%20PROPERTIES) This section details the company's mineral properties, primarily the Mt Todd gold project in Australia, including its 2018 PFS results and permitting status [Mt Todd Gold Project, Northern Territory, Australia](index=35&type=section&id=Mt%20Todd%20Gold%20Project%2C%20Northern%20Territory%2C%20Australia) The Mt Todd project's 2018 PFS details Base and Alternate Cases, projecting a **Base Case after-tax NPV5% of $679 million** and **IRR of 20.5%**, with major environmental permits secured Mt Todd Preliminary Feasibility Study Summary | Scenario | Throughput | Proven & Probable Reserves (Moz Au) | Avg. Annual Production (oz Au) | LoM Cash Costs ($/oz) | Initial Capital ($M) | After-Tax NPV5% ($M) | After-Tax IRR (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Base Case** | 50,000 tpd | 5.85 | 381,211 | $645 | $839 | $679 | 20.5% | | **Alternate Case** | 33,000 tpd | 3.56 | 273,000 | $593 | $641 | $418 | 17.8% | Mt Todd Mineral Reserve and Resource Estimates | Resource Category | Tonnes (000s) | Grade (g Au/t) | Contained Ounces (000s) | | :--- | :--- | :--- | :--- | | **Proven & Probable Reserves (Base Case)** | 221,041 | 0.82 | 5,848 | | **Measured & Indicated Resources** | 297,391 | 0.82 | 7,818 | | **Inferred Resources** | 62,923 | 0.72 | 1,464 | - The project has received its major environmental approvals, including the Environmental Impact Statement (EIS) in 2014 and the federal EPBC authorization in January 2018. The Mine Management Plan (MMP) was submitted in November 2018[257](index=257&type=chunk)[258](index=258&type=chunk)[259](index=259&type=chunk) - Metallurgical testing in 2018 suggests gold recoveries could exceed **90%**, compared to the **86.4%** assumed in the PFS, which could significantly improve project economics[266](index=266&type=chunk) [Guadalupe de los Reyes Gold/Silver Project, Sinaloa, Mexico](index=65&type=section&id=Guadalupe%20de%20los%20Reyes%20Gold%2FSilver%20Project%2C%20Sinaloa%2C%20Mexico) Vista optioned its Guadalupe de los Reyes project to Minera Alamos for **$6.0 million** in payments and royalties, retaining a back-in right for underground mining - Vista granted Minera Alamos an option to acquire 100% of the GdlR Project for total payments of **$6.0 million**[269](index=269&type=chunk) - Vista will retain a Net Smelter Return (NSR) royalty of **1-2%** on open-pit production (capped at **$2.0 million**) and a perpetual **1-2%** NSR on underground production[269](index=269&type=chunk) - The due date for the second **$1.5 million** option payment was extended by six months to **April 23, 2019**, in exchange for an additional **$150** in cash and interest payments[273](index=273&type=chunk) [Item 3. Legal Proceedings](index=66&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not aware of any material pending or contemplated legal proceedings - The company is not aware of any material pending litigation or proceedings contemplated by governmental authorities[275](index=275&type=chunk) [Item 4. Mine Safety Disclosures](index=66&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) No mine safety disclosures are required for 2018 as the company had no U.S. properties subject to MSHA regulation - During fiscal year 2018, the company had no properties in the United States and was not subject to MSHA regulation, therefore no disclosure is required under Section 1503(a) of the Dodd-Frank Act[277](index=277&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=66&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) This section details the market for Vista's NYSE American-listed common shares, including historical prices, dividend policy, equity compensation, and tax considerations Quarterly Stock Prices ($) | Period | High ($) | Low ($) | | :--- | :--- | :--- | | **2017** | | | | Q1 | 1.24 | 0.90 | | Q2 | 1.11 | 0.81 | | Q3 | 0.92 | 0.63 | | Q4 | 0.83 | 0.60 | | **2018** | | | | Q1 | 0.87 | 0.69 | | Q2 | 0.78 | 0.66 | | Q3 | 0.72 | 0.45 | | Q4 | 0.60 | 0.37 | - The company has never paid cash dividends and does not expect to in the foreseeable future[281](index=281&type=chunk) - As of December 31, 2018, there were **2,321,819** securities to be issued upon exercise of outstanding options and rights, with **7,704,997** securities remaining available for future grants under equity compensation plans[283](index=283&type=chunk) - In December 2018, the company settled **502,500** options through cash buyouts totaling **$61 thousand**, representing an average price of **$0.12** per underlying share[301](index=301&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=72&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This MD&A reviews 2018 financial performance, showing a **net loss decrease to $8.7 million** and **$13.2 million in working capital**, with sufficient funds for planned activities Financial Highlights (in thousands) | Metric | 2018 (in thousands) | 2017 (in thousands) | | :--- | :--- | :--- | | **Consolidated Net Loss** | $8,714 | $12,035 | | **Net Loss Per Share** | $0.09 | $0.12 | | **Working Capital (Year-End)** | $13,198 | $19,057 | - Exploration, property evaluation, and holding costs decreased to **$4.8 million** in 2018 from **$6.9 million** in 2017, mainly due to lower discretionary spending on the Mt Todd PFS update[309](index=309&type=chunk)[310](index=310&type=chunk) - A non-cash impairment charge of **$1.0 million** was recorded in 2018 for used mill equipment due to unsuccessful sales efforts and poor market conditions[314](index=314&type=chunk) - The company recorded a gain on other investments (Midas Gold Shares) of **$1.7 million** in 2018, compared to a loss of **$1.2 million** in 2017, due to changes in fair value[316](index=316&type=chunk) - The company has an at-the-market (ATM) offering agreement in place, allowing it to sell up to **$10.0 million** in common stock, though no sales had been made under the program as of December 31, 2018[324](index=324&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=83&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section contains the company's audited consolidated financial statements for 2018 and 2017, including management's report on effective internal controls and unqualified audit reports from independent public accounting firms - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2018[354](index=354&type=chunk) - The independent registered public accounting firm, Plante & Moran, PLLC, issued an unqualified opinion on both the financial statements and the effectiveness of internal control over financial reporting for 2018[357](index=357&type=chunk)[358](index=358&type=chunk) [Consolidated Financial Statements](index=86&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show total assets of **$22.1 million** in 2018, a **net loss of $8.7 million**, and **$8.6 million** net cash used in operating activities Consolidated Balance Sheet (in thousands) | Balance Sheet (in thousands) | Dec 31, 2018 | Dec 31, 2017 | | :--- | :--- | :--- | | Total Current Assets | $14,070 | $21,115 | | Total Assets | $22,126 | $31,141 | | Total Current Liabilities | $872 | $2,058 | | Total Shareholders' Equity | $21,254 | $29,083 | Consolidated Income Statement (in thousands) | Income Statement (in thousands) | Year Ended Dec 31, 2018 | Year Ended Dec 31, 2017 | | :--- | :--- | :--- | | Total Operating Expense | $(10,858) | $(10,755) | | Total Non-operating Income/(Expense) | $2,144 | $(1,280) | | **Net Loss** | **$(8,714)** | **$(12,035)** | Consolidated Cash Flow Statement (in thousands) | Cash Flow (in thousands) | Year Ended Dec 31, 2018 | Year Ended Dec 31, 2017 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(8,567) | $(8,801) | | Net Cash Provided by Investing Activities | $8,304 | $8,592 | | Net Cash Used in Financing Activities | $(97) | $(264) | [Notes to Consolidated Financial Statements](index=90&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes detail accounting policies, investment valuations, mineral properties, stock-based compensation, and income tax information, including a **$1.0 million** impairment charge - The fair value of the company's investment in Midas Gold Shares increased to **$5.46 million** at year-end 2018 from **$3.75 million** at year-end 2017[403](index=403&type=chunk) - The carrying value of mineral properties was **$2.42 million** as of Dec 31, 2018, primarily consisting of the Mt Todd project (**$2.15 million**)[404](index=404&type=chunk) - A **$1.0 million** impairment charge was recorded on used mill equipment, reducing its carrying value to **$5.5 million**[411](index=411&type=chunk) - The company has significant tax loss carryforwards, primarily in Canada (**$47.0 million**) and the U.S. (**$20.8 million**), but has a valuation allowance of **$56.7 million** against its deferred tax assets due to uncertainty of realization[437](index=437&type=chunk)[438](index=438&type=chunk)[439](index=439&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=106&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) The company reports no changes in or disagreements with its accountants regarding accounting principles, financial disclosure, or auditing scope - None[447](index=447&type=chunk) [Item 9A. Controls and Procedures](index=106&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2018, with no material changes identified - The CEO and CFO concluded that as of December 31, 2018, the company's disclosure controls and procedures were effective[448](index=448&type=chunk) - There were no changes in internal control over financial reporting during the fourth quarter of 2018 that materially affected, or are reasonably likely to materially affect, internal controls[451](index=451&type=chunk) [Item 9B. Other Information](index=106&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) The company reports no other information to disclose for this item - None[452](index=452&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=106&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2019 Proxy Statement - Information concerning directors, executive officers, and corporate governance is incorporated by reference from the 2019 Proxy Statement[454](index=454&type=chunk) [Item 11. Executive Compensation](index=107&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Information regarding executive compensation is incorporated by reference from the 2019 Proxy Statement - Information relating to executive compensation is incorporated by reference from the Proxy Statement[456](index=456&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=107&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Information on security ownership and equity compensation plans is incorporated by reference from the 2019 Proxy Statement - Information on security ownership and equity compensation plans is incorporated by reference from the Proxy Statement[457](index=457&type=chunk) [Item 13. Certain Relationships and Related Transactions](index=107&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS) Information regarding certain relationships and related party transactions is incorporated by reference from the 2019 Proxy Statement - Information concerning this item is incorporated by reference from the Proxy Statement[458](index=458&type=chunk) [Item 14. Principal Accountant Fees and Services](index=107&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) Information regarding principal accountant fees and services is incorporated by reference from the 2019 Proxy Statement - Information concerning principal accountant fees and services is incorporated by reference from the Proxy Statement[459](index=459&type=chunk) PART IV [Item 15. Exhibits and Financial Statement Schedules](index=107&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists exhibits filed with the Form 10-K report, including financial statements, corporate articles, material contracts, and certifications - The Consolidated Financial Statements of the Company are filed as part of this report under Item 8[461](index=461&type=chunk) - A list of exhibits is provided, including the company's articles, material agreements such as the Mt Todd agreement and the Guadalupe de los Reyes option agreement, and various consents and certifications[463](index=463&type=chunk) [Item 16. Form 10-K Summary](index=110&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) The company reports that there is no summary for this item - None[466](index=466&type=chunk)