DEF 14A of Vista Gold Corp, Mar 19, 2024

DEF 14A of Vista Gold Corp

Filed Mar 19, 2024 · FY20230000783324-24-000034

Open on EDGAR

  1. Election of Directors

    Election of Directors The directors of the Corporation are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are duly elected or appointed, unless their office is earlier vacated in accordance with the Business Corporations Act (British Columbia). The Board proposes to nominate each of the following five incumbent directors and one director nominee for election as a director of the Corporation.

  2. Election of Directors

    | Age | | | | Name, Position, Residence and Age | Principal Occupation, Business or Employment | Director Since | | John M. Clark, Director Toronto, Ontario, Canada Age - 68 (1, 2, 3) | Chartered Professional Accountant; Chartered Accountant; President of Investment and Technical Management Corp. since February 1999; director of Russel Metals Inc. since May 2012 and director of Zephyr Minerals Ltd. since September 2010. Former director of Alberta Clipper Energy Inc. from 2004 to 2009, Polaris Geothermal Inc. from 2004 to 2009, and APIC Petroleum Corporation and Crown Point Energy Inc. from 2010 to 2015. | May 18, 2001 | | Frederick H. Earnest, Director, President and Chief Executive Officer Parker, Colorado, USA Age - 62 (4) | Chief Executive Officer of the Corporation since January 2012; President of the Corporation since August 2007. Former director of Midas Gold Corp. from April 2011 to April 2014 and former Chief Operating Officer of the Corporation from August 2007 to January 2012. | November 6, 2007 | | Deborah J. Friedman, Director Denver, Colorado, USA Age – 71 (1, 2, 4) | Director of Golden Minerals Company since December 2021; Senior of Counsel, Davis Graham & Stubbs LLP from January 2017 to July 2023; Partner, Davis Graham & Stubbs LLP from August 2000 to December 2016 and of counsel from May 1999 to August 2000; and Senior Vice President, General Counsel and Corporate Secretary of Apex Silver Mines Corporation and its successor Golden Minerals Company from July 2007 to December 2015. | March 13, 2019 | | Patrick F. Keenan, Director Castle Rock, Colorado USA Age – 56 | Retired mining executive; Executive Vice President and Chief Financial Officer of PolyMet Mining Corp. from 2017 to 2023; Senior Vice President Finance and Treasurer of Newmont Mining Corporation from 2015 to 2017; and served in various senior management and leadership roles of Rio Tinto from 1994 to 2015, including Chief Financial Officer of Rio Tinto Energy (Australia) from 2013 to 2015, Rio Tinto Kennecott from 2009 to 2013, and Rio Tinto Diamonds (UK) from 2007 to 2008. | Director Nominee | | Tracy A. Stevenson, Director and Non-Executive Chair Sandy, Utah, USA Age - 73 (1, 2, 3) | Non-Executive Director of the Corporation since 2007 and Non-Executive Chair since April 2023; Accountant; Businessman; former director of Uranium Resources Inc. from December 2013 to July 2017; former director of Quaterra Resources from July 2007 to May 2014, including Non-Executive Chair from February 2008 to August 2013; former director of Ivanhoe Mines Ltd. from May 2010 to April 2012; and founding member of Bedrock Resources, LLC since 2010. | November 6, 2007 |

  3. Election of Directors

    | Michel Sylvestre, Director Port Hope, Ontario Canada Age – 68 (4) | Director and retired mining executive; Mr. Sylvestre has been a Director of Hochschild Mining PLC since May 2022 and a Director of Nickel Creek Platinum Corp. since 2012; former senior executive of Kinross Gold Corp., serving as Senior Vice President Americas from September 2018 to November 2022 and Regional Vice President Africa from November 2014 to September 2018; former Interim President, Chief Executive Officer, and Chair of Claude Resources Inc. from April 2014 to November 2014; former President and Chief Executive Officer from 2011 to 2014 and President and Chief Financial Officer from 2010 to 2011 of Castle Resources Inc; and held senior management positions at Inco Ltd. from 2004 to 2011. | February 13, 2024 |

  4. Election of Directors

    (1)Member of the Corporation’s Audit Committee (the “Audit Committee”). (2)Member of the Corporation’s Corporate Governance and Nominating Committee (the “Corporate Governance and Nominating Committee”). (3)Member of the Corporation’s Compensation Committee (the “Compensation Committee”).

  5. Election of Directors

    | (4) Member of the Corporation’s Health, Safety, Environment and Social Responsibility Committee (the “Health, Safety, Environment and Social Responsibility Committee”). |

  6. Election of Directors

    The information as to the residence and principal occupation of the nominees listed in the above table is not within the knowledge of the management of the Corporation and has been furnished by the individual nominees as of March 11, 2024. The following are brief biographies of the Corporation’s nominees for election to the Board: John M. Clark, B.Com., CPA, CA, Director. In addition to the roles outlined in the table above, Mr. Clark is the Chair of the corporate governance committee for Russel Metals Inc. Mr. Clark earned a Bachelor of Commerce Degree from the University of Witwatersrand in South Africa in 1977, and he received a Higher Diploma in Accountancy from the University of Witwatersrand in 1979. Mr. Clark is currently Chair of the Corporation’s Compensation Committee and a member of the Corporation’s Audit Committee and Corporate Governance and Nominating Committee. He has been a director of the Corporation since May 18, 2001. Mr. Clark had a solid background as a chartered accountant before becoming an accomplished entrepreneur involved in investment banking and in investment and management of natural resource companies in Canada. Mr. Clark’s understanding of accounting procedures and controls, coupled with his knowledge of the Corporation’s projects and their financial requirements qualifies him to serve effectively as a member of the Audit Committee and to contribute to the financial management of the Corporation. Mr. Clark’s board experience provides him with expertise and awareness of industry compensation practices to effectively serve as the Compensation Committee’s Chair. His general knowledge of the natural resources industry allows him to participate effectively and provide guidance with regards to matters brought before the Board. As the Corporation executes its business strategy focused on the realization of greater value from the Corporation’s Mt Todd gold project and other corporate development activities, we expect that his contributions to financial planning and controls will be invaluable. Furthermore, he has demonstrated both integrity and high ethical standards in his business dealings and personal affairs to date, qualities which a person must possess under the Mandate of the Board (attached as Appendix “B” to this Information Circular) in order to be considered for nomination and election to the Board. Frederick H. Earnest, B.Sc., President, Chief Executive Officer and Director. For a full list of recent positions held by Mr. Earnest, please refer to the table above. Mr. Earnest earned a Bachelor of Science Degree in Mining Engineering from the Colorado School of Mines in 1987. Mr. Earnest is a member of the Health, Safety, Environmental and Social Responsibility Committee. Mr. Earnest has been a director of the Corporation since November 6, 2007. Management believes that the leadership skills and dynamic nature that Mr. Earnest possesses make him an invaluable member of management. He understands the technical, economic, and social aspects of the Mt Todd gold project and has contributed significantly to the advancement of the project. In addition, Mr. Earnest has considerable international executive and senior management experience in the development and operation of gold mines. Mr. Earnest relates well to government and stakeholder leaders in the jurisdiction where our core project is located. Management believes that his continued involvement in the execution of the Corporation’s business plan and strategies to realize greater value from Mt Todd will lead to increased Shareholder value. Furthermore, Mr. Earnest has demonstrated both integrity and high ethical standards in his business dealings and personal affairs to date, qualities which a person must possess under the Mandate of the Board (attached as Appendix “B” to this Information Circular) in order to be considered for nomination and election to the Board. Deborah J. Friedman, B.A., J.D., Director. In addition to the roles outlined in the table above, Ms. Friedman served as the head of Davis Graham & Stubbs’ Corporate Department and on the firm’s Executive Committee for a number of years. Ms. Friedman held various positions in the law department of Cyprus Amax Minerals Company from 1982 through 1994, including General Counsel and Associate General Counsel, and served as Vice President and General Counsel of AMAX Gold Inc. from 1994 to 1998. Ms. Friedman graduated from the University of Illinois in 1974 with a Bachelor of Arts Degree in History and received her Juris Doctor degree from the University of Michigan in 1977. Ms. Friedman is a member of the Audit Committee and Health, Safety, Environment and Social Responsibility Committee and is the Chair of the Corporate Governance and Nominating Committee. She has been a director of the Corporation since March 13, 2019. Ms. Friedman has extensive experience in domestic and international mine development projects, including complex development and operations joint ventures, and corporate and project finance matters. Her international experience includes South and Central America, the Pacific Rim including Australia, and Africa. Ms. Friedman has over 30 years of experience being the lead counsel responsible for SEC reporting, public offerings, public merger and acquisition transactions and other capital related matters for a number of publicly traded mining companies, including 15 years of experience with several companies trading both in the United States and Canada. Management expects that Ms. Friedman’s expertise will be valuable as we evaluate and execute strategies to realize greater value from the Mt Todd project and other corporate development activities. Furthermore, Ms. Friedman has demonstrated both integrity and high ethical standards in her business dealings and personal affairs to date, qualities which a person must possess under the Mandate of the Board (attached as Appendix “B” to this Information Circular) in order to be considered for nomination and election to the Board. Patrick F. Keenan, B.S., Director Nominee. For a full list of recent positions held by Mr. Keenan, please refer to the table above. In addition, Mr. Keenan graduated with a Bachelor of Science Degree in Accounting from the University of Utah in 1990, and he earned his designation as a Certified Public Accountant in the State of Arizona in 1994. Mr. Keenan was a director of the Federal Reserve Bank of San Francisco – Salt Lake from 2012 to 2014 and served on the Board of the University of Utah, David Eccles School of Business from 2009 to 2013. He was also on the Advisory Committee of the International Copper Association from 2010 to 2013. Should Mr. Keenan be elected at the Meeting, he will be appointed as a member to several committees of the Board. Mr. Keenan has more than 30 years of executive mining industry experience. He is an accomplished Chief Financial Officer and Senior Executive with deep leadership experience and accountability for strategy development and execution, business development, corporate finance, financial reporting, investor relations, and governance. Mr. Keenan has a proven record of executive leadership across multiple geographies and strategic execution that has resulted in strong financial and operational results in challenging economic, social, and political environments. The Board believes Mr. Keenan’s extensive industry experience and financial acumen will be beneficial to the Corporation as we continue to seek strategic alternatives for the development of Mt Todd. Furthermore, he has demonstrated both integrity and high ethical standards in his business dealings and personal affairs to date, qualities which a person must possess under the Mandate of the Board (attached as Appendix “B” to this Information Circular) in order to be considered for nomination and election to the Board.

  7. Election of Directors

    Tracy A. Stevenson, B.S., Director. For a full list of recent positions held by Mr. Stevenson, please refer to the table above. In addition, Mr. Stevenson graduated Magna Cum Laude with a Bachelor of Science Degree in Accounting from the University of Utah in 1977, and he earned his designation as a Certified Public Accountant in the State of Utah in 1978. Mr. Stevenson is currently the Chair of the Audit Committee and is a member of the Compensation Committee and Corporate Governance and Nominating Committee. He has been a director of the Corporation since November 6, 2007 and was appointed Non-Executive Chair on April 27, 2023. Mr. Stevenson began his career in public accounting before moving to senior financial, strategic planning, information technology and management positions across one of the world’s largest mining companies. Mr. Stevenson’s strategic mindset, interest in efficient development of the Corporation’s projects and keen analytical abilities have contributed to the Corporation’s evaluation of business opportunities and to the development of the Corporation’s business strategy. His past experience as a chief financial officer has been beneficial in many matters specifically related to the Audit Committee. We expect that Mr. Stevenson’s future participation on the Board will be an asset to the Corporation through sound planning and the effective marshalling of the Corporation’s resources. Furthermore, he has demonstrated both high integrity and ethical standards in his business dealings and personal affairs, qualities which a person must possess under the Mandate of the Board (attached as Appendix “B” to this Information Circular) in order to be considered for nomination and election to the Board. Michel Sylvestre, M.Sc., P. Eng., Director. Mr. Sylvestre has more than 45 years of experience in the mining industry. He holds a M.Sc. and a B.Sc. in Mining Engineering from McGill University and Queen’s University, respectively, and is a member of the Professional Engineers of Ontario and the Canadian Institute of Mining. Mr. Sylvestre has been a director of the Corporation since February 13, 2024 and is a member of the Health, Safety, Environment & Social Responsibility Committee. Mr. Sylvestre retired from his position as Senior Vice President, Americas of Kinross Gold Corp. in November 2022. In addition to the positions described in the table above, Mr. Sylvestre worked with Inco Ltd. from 1975 until 2011 where he held senior management positions domestically and internationally including Chief Executive Officer of Vale Inco, New Caledonia from 2008 to 2009, President of Vale Inco, Manitoba Operations from 2006 to 2008, and Vice President of Operations PT Inco, Indonesia from 2004 to 2006. Mr. Sylvestre has proven success in existing and startup operations, focusing on safety excellence, process optimization, organizational effectiveness, community relations, and sustainability. The Corporation believes Mr. Sylvestre’s broad operations experience and technical expertise will be valuable as we consider development opportunities for the Mt Todd gold project and execute our corporate strategy. Furthermore, he has demonstrated both integrity and high ethical standards in his business dealings and personal affairs to date, qualities which a person must possess under the Mandate of the Board (attached as Appendix “B” to this Information Circular) in order to be considered for nomination and election to the Board. The Board recommends a vote “FOR” each of the nominees for director. Where no choice is so specified with respect to any resolution or in the absence of certain instructions, the proxies given pursuant to this solicitation will be voted “FOR” the nominees listed above. Arrangements and Relationships between Officers and Directors There are no family relationships among any directors, executive officers or persons nominated to be directors of the Corporation. None of the nominees for director has entered into any arrangement or understanding with any other person pursuant to which he or she was, or is to be, elected as a director of the Corporation or a nominee of any other person. Other Directorships No directors of the Corporation are also directors of issuers with a class of securities registered under Section 12 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or which otherwise are required to file periodic reports under the Exchange Act) except for Deborah Friedman who is a director of Golden Minerals Company.

  8. Additional Information Regarding Directors

    Additional Information Regarding Directors Additional information regarding the committees of the Board, and the attendance of each director at meetings of the Board and its committees held during 2023, is set out in the section below under “Corporate Governance”. Information regarding executive officers is provided below under “Executive Officers”. Voting Procedures for the Election of Directors Cumulative voting (i.e., a form of voting where Shareholders are permitted to cast all of their aggregate votes for a single nominee) will not be permitted. The directors must be elected by an affirmative vote of a simple majority of the votes cast for each director, either in person or by proxy, at the Meeting on this matter. Where no choice is so specified with respect to any resolution or in the absence of certain instructions, the proxies given pursuant to this solicitation will be voted “FOR” the resolution approving the election of directors as disclosed in this Information Circular. Under the rules of the New York Stock Exchange (the “NYSE”), brokers are prohibited from giving proxies to vote on executive compensation matters unless the beneficial owner of such shares has given voting instructions on the matter. This means that if your broker is the record holder of your common shares in the capital of the Corporation (“Common Shares”), you must give voting instructions to your broker with respect to this proposal if you want your broker to vote your Common Shares on the matter. Majority Voting Policy The Corporation has adopted a majority voting policy where any nominee proposed for election as a director is required to tender his or her resignation if the director receives more “withheld” votes than “for” votes (i.e., a majority of withheld votes) at any meeting where Shareholders vote on the uncontested election of directors. An “uncontested election” means the number of director nominees for election is the same as the number of directors to be elected to the Board. The Corporate Governance and Nominating Committee will then submit to the Board a recommendation regarding whether or not to accept the resignation. In the absence of exceptional circumstances, the Board shall accept such resignation. Within 90 days after the Meeting, the Board will issue a press release either announcing the resignation of the director or explaining the reasons justifying its decision not to accept the resignation. A director who tenders a resignation pursuant to this policy will not participate in any meeting of the Board or the Corporate Governance and Nominating Committee at which the resignation is considered.

  9. Board of Directors

    Board of Directors The present Board consists of five directors, four of whom are viewed as being “independent” within the meaning of NI 58-101 and four of whom qualify as “independent” within the meaning of Section 803A of the NYSE American Company Guide. John M. Clark, Deborah J. Friedman, Tracy A. Stevenson, and Michael Sylvestre are considered to be independent members of the Board. If the nominated directors are elected, after the AGM the Board will consist of six directors, five of whom will be independent. Frederick H. Earnest is not an independent director because of his management position with the Corporation. Board Leadership Structure Tracy A. Stevenson is the Chair of the Board and is considered under securities laws to be an independent director. All of the members of the Corporate Governance and Nominating Committee, the Audit Committee and the Compensation Committee are independent directors and each of such committees meets regularly without management present. The Board has reviewed the Corporation’s current Board leadership structure in light of the composition of the Board, the Corporation’s size, the nature of the Corporation’s business, the regulatory framework under which the Corporation operates, the Corporation’s share base, the Corporation’s Peer Group (as defined below) and other relevant factors, and has determined that having a non-executive Chair of the Board is currently the most appropriate leadership structure for the Corporation. The Board believes that adequate structures and processes are in place to facilitate the functioning of the Board independently of the Corporation’s management. The independent directors met together without management present six times during 2023. The regularly scheduled committee meetings give the independent directors the opportunity for open and frank discussions on all matters they consider relevant, including an assessment of their own performance. In addition, the Audit Committee meets regularly with the Corporation’s auditor without management present. Accordingly, the Board believes that there is adequate leadership by the independent directors. A number of directors of the Corporation hold directorships with other issuers. Details of those other directorships can be found above in the table under the heading “Particulars of Matters to be Acted Upon - Election of Directors”. Frederick Earnest, Deborah Friedman, and Tracy Stevenson attended all of the meetings of the Board. John Clark attended 20 of 21 meetings of the Board and W. Durand Eppler attended 19 of 21 meetings of the Board. Mike Sylvestre was appointed to the Board on February 13, 2024. The President and Chief Executive Officer of the Corporation is required to attend annual general meetings. Attendance by other directors is discretionary. All of the independent directors attended the 2023 annual general and special meeting via video conferencing and Frederick Earnest, President, Chief Executive Officer and Director attended in person.

  10. Compensation Discussion and Analysis

    Compensation Discussion and Analysis Compensation Program Objectives The Corporation’s compensation programs and policies are designed to be competitive with similar mining companies and to recognize and reward executive performance consistent with the achievement of the Corporation’s objectives. The programs and policies are intended to provide the Corporation with the means to attract and retain capable and experienced executive talent. The Compensation Committee’s role and philosophy is to ensure that the Corporation’s compensation practices, as applied to the actual compensation paid to the Corporation’s executive officers, are aligned with the Corporation’s overall business objectives and with Shareholder interests. The Compensation Committee considers a variety of factors when determining compensation policies and programs and individual compensation levels. These factors include the long-range interests of the Corporation and its Shareholders, overall technical, professional and experience needs of the Corporation, the competitive requirements to attract and retain key employees, and the Compensation Committee’s assessment of the position requirements for each executive’s role in the Corporation. The Compensation Committee does not weigh any of these factors more heavily than others and does not use any formula to assess these factors, but rather considers each factor in its judgment and discretion. The Compensation Committee has the authority to engage and compensate, at the expense of the Corporation, any outside advisor that it determines necessary to permit it to carry out its duties. In 2021, the Compensation Committee engaged Hugessen Consulting Inc. (“Hugessen”), an independent compensation advisor, to review director and executive officer compensation. Fees billed to the Corporation by Hugessen during 2021 in connection with the review of director and executive officer compensation were C$34,000. The Corporation did not pay any fees or engage or any compensation consultant for any services in 2020, 2022, or 2023. During 2021, the Compensation Committee was assisted by Hugessen in determining appropriate levels of compensation for the Corporation’s directors and executive officers. Hugessen compiled data from publicly available information for all categories of compensation (directors’ fees, executive base salaries, share-based incentives, and short-term incentives) from a peer group of companies in the mining sector. Hugessen’s peer group of companies was developed using one or more of the following selection criteria: ●Canadian and/or U.S. listed; ●market capitalization substantially similar to the Corporation; ●gold, diversified metals and mining, or precious metals/minerals industry; and/or ●stage of development, complexity of operation/business strategy similar to the Corporation. Based upon considerations of the selection criteria, the following peer group of companies was used by Hugessen for its compensation review (collectively, the “Peer Group”).

  11. Compensation Discussion and Analysis

    Share-Based Incentive Awards The Corporation provides share-based incentives to employees and directors under three separate share-based incentive plans, the Stock Option Plan, the LTIP, and the DSU Plan (collectively, the “Plans”), which are designed to align compensation with the enhancement of Shareholder value. The Plans are administered by the Compensation Committee (as delegated by the Board). The Plans are designed to be complementary. The Stock Option Plan provides for grants of Options to directors, officers, employees and consultants of the Corporation or its subsidiaries (each, an “Optionee”). The LTIP provides grants of RSUs and restricted stock (“Restricted Stock” and collectively, the “LTIP Awards”) to officers, employees and consultants of the Corporation or its subsidiaries (each, an “LTIP Participant”). Non-employee directors are not eligible for grants of RSUs and Restricted Stock under the LTIP. The DSU Plan provides for grants of DSUs to Eligible Directors (as defined below). The following table sets out the maximum number of Common Shares issuable pursuant to the terms of the Plans and applicable securities laws.

  12. Compensation Discussion and Analysis

    Notes: (1)To be calculated based on the aggregate number of issued and outstanding Common Shares on a non-diluted basis. (2)Together with all other security based compensation of the Corporation. As of March 11, 2024, an aggregate of 4,927,341 Common Shares (or 4.1% of the total number of issued and outstanding Common Shares) are issuable under the Stock Option Plan, the DSU Plan and the LTIP pursuant to outstanding Options, DSUs and RSUs and 7,226,064 Common Shares (or 5.9% of the total number of issued and outstanding Common Shares) in aggregate remain available for future grants under the Stock Option Plan, DSU Plan and LTIP. As of March 11, 2024, 4,927,341 Common Shares issuable under the Stock Option Plan, DSU Plan and LTIP was comprised of: (i) 400,000 Common Shares (or 0.3% of the total number of issued and outstanding Common Shares) issuable upon the due exercise of vested Options granted under the Stock Option Plan, (ii) 1,801,000 Common Shares (or 1.5% of the total number of issued and outstanding Common Shares) issuable upon the distribution of DSUs granted under the DSU Plan and (iii) 2,726,341 Common Shares (or 2.2% of the total number of issued and outstanding Common Shares) issuable upon the vesting of RSUs granted under the LTIP pursuant to outstanding awards. The maximum number of Common Shares which may be reserved, set aside, and made available for issue under the Stock Option Plan, DSU Plan, and LTIP combined is a variable number equal to 10% of the issued and outstanding Common Shares on the date of the grant on a non-diluted basis. As of March 11, 2024, 11,753,405 Common Shares (or 9.7% of the total number of issued and outstanding Common Shares) remain available for future grants under the Stock Option Plan, 1,845,021 Common Shares (or 1.5% of the total number of issued and outstanding Common Shares) remain available for future grants under the DSU Plan, and 3,350,361 Common Shares (or 2.8% of the total number of issued and outstanding Common Shares) will remain available for future grants under the LTIP. Each amount of Common Shares remaining available for future grants set out in this paragraph is subject to the maximum aggregate of grants under the Stock Option Plan, DSU Plan and LTIP combined of 10% of the issued and outstanding Common Shares on the date of the grant on a non-diluted basis. Annual Burn Rates of Options, LTIP Awards and DSUs In accordance with the requirements of section 613 of the TSX Company Manual, the following table sets out the burn rate of Options, LTIP Awards and DSUs as of the end of the financial year ended December 31, 2022 and for the two preceding financial years. The burn rate is calculated by dividing the number of Options, LTIP Awards or DSU Awards, as applicable, granted under the Plans during the relevant fiscal year by the weighted average number of securities outstanding for the applicable financial year.

  13. Compensation Discussion and Analysis

    | | | 31, 2022 | 31, 2021 | | | Year ended December 31, 2023 | Year ended December 31, 2022 | Year ended December 31, 2021 | | Number of Options granted under the Stock Option Plan | – | – | – | | Number of RSU Awards granted under the LTIP | 1,163,000 | 759,000 | 891,000 | | Number of DSU Awards granted under the DSU Plan | 420,000 | 324,000 | 204,000 | | Weighted average of outstanding securities | 120,471,317 | 118,005,490 | 110,263,237 | | Annual Burn Rate: Options | 0.0% | 0.0% | 0.0% | | Annual Burn Rate: LTIP Awards | 1.0% | 0.6% | 0.8% | | Annual Burn Rate: DSU Awards | 0.3% | 0.3% | 0.2% |

  14. Compensation Discussion and Analysis

    Further details of the objectives and operations of each of the Plans are discussed in the sections below. Stock Option Plan The Compensation Committee has discretion to determine (i) the total number of optioned shares made available under the Stock Option Plan, (ii) the directors, officers, employees and consultants of the Corporation or its subsidiaries who are eligible to receive Options, (iii) the time when and the price at which Options will be granted and exercised, and (iv) the conditions and restrictions on the exercise of Options. The exercise price of an Option must not be less than the closing price of the Common Shares on (i) in the case of Options with an exercise price in U.S. dollars, the NYSE American, or (ii) in the case of Options with an exercise price in Canadian dollars, the TSX, in either case, on the last trading day preceding the date of grant. Options become exercisable only after they vest in accordance with the respective option agreement and must expire no later than ten years from the date of grant; provided that, if the expiry date of an Option occurs during a blackout period, such expiry date will be the date that is the 10th business day after the last day of the applicable blackout period pursuant to the terms of the Stock Option Plan. An Optionee has no rights whatsoever as a Shareholder in respect of the Common Shares subject to unexercised Options. Options for employees are subject to withholding taxes. Causes of Cessation of Options Pursuant to the terms of the Stock Option Plan, if any Optionee ceases to be a director, officer or employee of the Corporation or its subsidiaries, as a result of termination for “cause” (as defined in the Stock Option Plan), all unexercised Options will immediately terminate. If an Optionee ceases to be a director, officer or employee of the Corporation, or its subsidiaries, or ceases to be a consultant to the Corporation, for any reason other than termination for cause, his or her Options may be exercised up to, but not after, the earlier of 30 days from the date of ceasing to be a director, officer, employee or consultant, or the expiry date of the Option to the extent they were exercisable. In the event of death of an Optionee, the legal representatives of such Optionee have the right to exercise the Options at any time up to, but not after, the earlier of 90 days from the date of death or the expiry date of such Option. No Assignment or Transfer of Options An Option is not transferable or assignable other than by will or other testamentary instrument or the laws of succession or administration and may be exercisable during the lifetime of the Optionee only by such Optionee. Long Term Equity Incentive Plan The Compensation Committee determines the persons to whom LTIP Awards are to be made; determines the type, size, terms, and conditions of LTIP Awards; determines the prices to be paid for LTIP Awards; interprets the LTIP; adopts, amends, and rescinds administrative guidelines and other rules and regulations relating to the LTIP; and makes all other determinations and takes all other actions it believes are necessary or advisable for the implementation and administration of the LTIP. The LTIP provides that the Compensation Committee may, in its sole discretion, grant awards of RSUs and/or Restricted Stock to any LTIP Participant. All grants of LTIP Awards are subject to the terms and conditions of an LTIP Award agreement entered into between the Corporation and the LTIP Participant at the time the LTIP Award is granted. RSUs are not Common Shares, but rather represent a right to receive from the Corporation at a future date Common Shares. The Compensation Committee has the authority to make the receipt of Common Shares under the RSUs conditional upon the expiry of a time-based vesting period, the attainment of specified performance goals or such other factors as the Compensation Committee determines in its discretion. Common Shares issuable pursuant to the vesting of RSUs will be registered in the name of the LTIP Participant and upon such issuance of Common Shares the vested RSUs will be cancelled. RSUs are settled in Common Shares, unless (i) the Corporation withholds shares equivalent to the value of employee withholding tax obligations which result from RSUs vesting; or (ii) the Corporation offers the LTIP Participant the option to receive cash in lieu of Common Shares based on the Fair Market Value (as defined in the LTIP) at the time of settlement. Restricted Stock are Common Shares which are subject to such restrictions as the Compensation Committee may impose, such as forfeiture conditions, transfer restrictions or a restriction on, or prohibition against, the right to receive any dividend or other right or property with respect thereto. The Compensation Committee has the authority to establish the terms for the lapse of restrictions applicable to Restricted Stock conditional upon the expiry of a time- based vesting period, the attainment of specified performance goals or such other factors as the Compensation Committee may determine in its discretion. Upon grant of Restricted Stock, the Corporation issues and holds share certificates registered in the name of such LTIP Participants. The share certificates bear a legend referring to the LTIP Award agreement and the possible forfeiture of such shares of Restricted Stock. The duration of the vesting period and other vesting terms applicable to grants of RSUs or Restricted Stock are determined at the time of the grant by the Compensation Committee and such vesting period must be a minimum of one year in duration. Notwithstanding certain provisions that allow the Compensation Committee to accelerate vesting of an award under the LTIP, the Compensation Committee cannot use this discretion to accelerate the vesting of an award under the LTIP to a period of less than one year in duration. In administering the LTIP, the Compensation Committee conducts annual reviews of corporate performance and the LTIP Participants’ performance to determine whether performance goals have been achieved. The Compensation Committee also takes into consideration past LTIP Award grants and existing unvested LTIP Awards when considering whether to grant new LTIP Awards. The Compensation Committee typically sets goals for the LTIP Participant, which are aligned with items of corporate strategy, health, safety environment and social responsibility, regulatory compliance, and fiscal management. Performance goals in the past included items such as attainment of certain regulatory permits relating to Mt Todd; completion of economic and technical feasibility studies on Mt Todd, including the feasibility studies for Mt Todd and the achievement of certain share price performance criteria. Causes of Cessation of LTIP Awards Except as otherwise determined by the Compensation Committee, upon a Termination Date (as defined in the LTIP) that occurred as a result of the death or disability of the LTIP Participant, all vested LTIP Awards will enure to the benefit of the LTIP Participant’s heirs, executors and administrators. Except as otherwise determined by the Compensation Committee, if an LTIP Participant’s employment, term of office or engagement is terminated for cause or in the case of a consultant participant, for breach of contract, any LTIP Awards held by the LTIP Participant (whether vested or not) are forfeited to the Corporation. The LTIP provides for a number of instances that permit the Compensation Committee to accelerate the vesting of any outstanding LTIP Awards.

  15. Compensation Discussion and Analysis

    Unless otherwise determined by the Compensation Committee or the Board at or after the date of grant, if an LTIP Participant ceases to be employed or engaged by the Corporation or its subsidiaries within 12 months following a Change in Control (as defined in the LTIP) for any reason other than for cause, voluntary resignation (other than for good reason (as defined by the LTIP)), retirement, death or disability, each LTIP Award held by that LTIP Participant that is not fully vested on the date at which such person ceases to be a director, officer or consultant shall become free of all restrictions, conditions and limitations, and become fully vested. The Board shall have the discretion to authorize such steps to be taken as it may consider to be equitable and appropriate in the event of any Share Reorganization, Corporate Reorganization or Special Distribution (each of such terms as defined in the LTIP), including the acceleration of vesting in order to preserve proportionately the rights, value, and obligations of the LTIP Participants holding LTIP Awards in such circumstances. No Assignment or Transfer of LTIP Awards No assignment or transfer of LTIP Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such LTIP Awards whatsoever in any assignee or transferee. Immediately upon any assignment or transfer, or any attempt to make the same, such LTIP Awards will terminate, provided that any LTIP Awards held by a LTIP Participant that have vested at the Termination Date will enure to the benefit of the LTIP Participant’s heirs, executors and administrators. Current LTIP Awards Employees and consultant companies of the Corporation or its subsidiaries are eligible to receive LTIP Awards under the LTIP. Currently there are 3 executive officers, 4 employees, and one consultant that can participate under the LTIP. Non-executive directors of the Corporation are not eligible to receive LTIP Awards under the LTIP. Because the grant of LTIP Awards under the LTIP is at the sole discretion of the Board and the Compensation Committee, it cannot currently be determined how many of such LTIP Awards may be granted in the future to any individual participant, all executive officers as a group, any associate of an executive officer, any consultant company of the Corporation or an affiliate of the Corporation, all consultant companies as a group, any employee of the Corporation or all employees as a group.

  16. Certain United States Federal Income Tax Consequences related to the LTIP

    Certain United States Federal Income Tax Consequences related to the LTIP The following is a brief summary of certain United States federal income tax consequences with respect to the grant of awards under the LTIP (the “Plan”). This summary does not describe all federal income tax consequences, including the consequences of owning and selling the Common Shares, nor does it describe Canadian, state, local or foreign income tax consequences. Scope of This Disclosure This summary does not address the U.S. federal income tax consequences of participation in the Plan by a non-U.S. Participant. For purposes of this summary, a “U.S. Participant” is a participant in the Plan who is either a citizen of the U.S. or a resident alien of the U.S. for purposes of the Internal Revenue Code of 1986, as amended (the “Code”), and the Canada-U.S. Tax Convention. For purposes of this summary, a “non-U.S. Participant” is a participant in the Plan who is not a U.S. Participant.

  17. Change in Control

    Change in Control Depending on the terms of a U.S. Participant's award agreement, upon a change in control of the Corporation, restrictions on a U.S. Participant's award may lapse, or a U.S. Participant's award may mature on an accelerated schedule. If this type of benefit, or other benefits and payments connected with a U.S. Participant's award that result from a change in control of the Corporation, are granted to certain individuals (such as the Corporation’s executive officers), the benefits and payments may be deemed to be "parachute payments" within the meaning of Section 280G of the Code. Section 280G provides that if parachute payments to an individual equal or exceed three times the individual's "base amount," the excess of the parachute payments over one times the base amount will be subject to a 20% excise tax payable by the individual. Any amount that is subject to an excise tax is also not deductible by the Corporation. "Base amount" is the individual's average annual compensation over the five taxable years preceding the taxable year in which the change in control occurs. Each U.S. Participant should consult his or her own tax advisor regarding potential tax liability upon a change in control of the Corporation.

  18. Income Tax Deduction

    Income Tax Deduction Subject to the usual rules concerning reasonable compensation, including the Corporation’s obligation to withhold or otherwise collect certain income and payroll taxes, the Corporation may be entitled to a corresponding income tax deduction at the time a participant recognizes ordinary income from awards made under the Plans. However, Section 162(m) of the Code prohibits publicly held corporations from deducting more than $1,000,000 per year in compensation paid to certain current and former named executive officers (the “covered executives”). Therefore, annual compensation paid to a covered executive in excess of $1,000,000 will generally not be deductible. Deferred Share Unit Plan (DSU Plan) The purpose of the DSU Plan is to assist the Corporation in attracting, retaining, and motivating non-employee directors of the Corporation and to more closely align the personal interests of such persons with Shareholders, thereby advancing the interests of the Corporation and its Shareholders and increasing the long-term value of the Corporation. Any individual who is a non-employee director of the Corporation (an “Eligible Director”) is eligible to participate in the DSU Plan. The DSU Plan is administered by the Board, which, from time to time in its sole discretion, will cause the Corporation to enter into agreements effecting grants of DSUs to Eligible Directors (“DSU Plan Participants”), pursuant to which the Corporation will agree to pay, and the DSU Plan Participant will have the right to receive, Common Shares (the “Payment Shares”). In respect of each grant of DSUs, the Board will determine, among other things, the number of DSUs allocated to the DSU Plan Participant and such other terms and conditions of the DSUs applicable to each grant. DSUs are fully vested upon being granted and credited to an account maintained by the Corporation for each DSU Plan Participant by means of bookkeeping entry (“DSU Account”). Notwithstanding the vesting of DSUs, the DSU Plan Participants receive payment shares only after they have ceased to be a director of the Corporation. The term during which a DSU may be outstanding will, subject to the provisions of the DSU Plan (which require or permit the acceleration or the extension of the term), be such period as may be determined from time to time by the Board, but subject to the rules of any stock exchange or other regulatory body having jurisdiction over the Corporation. Notwithstanding any other provision of the DSU Plan, the maximum number of Common Shares issuable pursuant to outstanding DSUs at any time is limited to 3% of the aggregate number of issued and outstanding Common Shares on a non-diluted basis. Also, the maximum number of Common Shares available for issuance pursuant to outstanding DSUs under the DSU Plan, together with all other security-based compensation arrangements, which include the Stock Option Plan and the LTIP, may not exceed 10% of the Common Shares outstanding from time to time, on a non- diluted basis. In addition, the number of Common Shares issuable to insiders of the Corporation, at any time, within any one-year period pursuant to DSUs together with any other security-based compensation arrangements, may not exceed 10% of the issued and outstanding Common Shares on a non-diluted basis. The number of Common Shares issued to Eligible Directors shall not exceed the lesser of (i) 1% of the issued and outstanding Common Shares per Eligible Director; and (ii) an annual DSU value of $150,000 per Eligible Director. DSUs that are cancelled, terminated or expire result in the Common Shares that were reserved for issuance thereunder being available for a subsequent grant of DSUs pursuant to the DSU Plan. Any increase in the issued and outstanding Common Shares (whether as a result of the issue of Common Shares pursuant to DSUs or otherwise) will result in an increase in the number of Common Shares that may be issued pursuant to DSUs outstanding at any time. Further, if the acquisition of Common Shares by the Corporation for cancellation should result in the above tests no longer being met, this will not constitute non-compliance with the above limitations for any awards outstanding prior to such purchase of Common Shares for cancellation. Causes of Cessation of DSU Plan Awards Upon the death of a DSU Plan Participant prior to the distribution of the DSUs credited to the DSU Account of such DSU Plan Participant under the DSU Plan, Payment Shares shall be issued or paid to the estate of such DSU Plan Participant on or about the thirtieth (30th) day after the Corporation is notified of the death of the DSU Plan Participant or on a later date elected by the DSU Plan Participant’s estate in the form prescribed for such purposes by the Corporation and delivered to the Chief Financial Officer of the Corporation not later than twenty (20) days after the Corporation is notified of the death of the DSU Plan Participant, provided that such elected date is no later than the last business day of the calendar year following the calendar year in which the DSU Plan Participant dies so that payment can be made on or before such last business day. Notwithstanding the above, upon the death of a U.S. DSU Plan Participant, the DSU Account shall be distributed to the estate of such U.S. DSU Plan Participant on the first business day following ninety (90) days after the U.S. DSU Plan Participant’s date of death. If the Board terminates or suspends the DSU Plan, previously credited DSUs may, at the Board’s election, be distributed to DSU Plan Participants or may remain outstanding and in effect in accordance with the terms of the DSU Plan. The Board will not require the consent of any affected DSU Plan Participant in connection with a termination of the DSU Plan in which Payment Shares are issued to the DSU Plan Participant in respect of all such DSUs. No Assignment or Transfer of DSU Plan Awards Except as required by law, the rights of a DSU Plan Participant under the DSU Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged, or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the DSU Plan Participant. For information about amendments to the DSU Plan or to grants of DSUs, see “Amendments to the Plans, Options, LTIP Award Agreements and DSUs”. Amendments to the Plans, Options, LTIP Award Agreements and DSUs

  19. Income Tax Deduction

    Subject to the rules, regulations and policies of the TSX, the NYSE American and applicable law, the Compensation Committee may, without notice or Shareholder approval, make certain amendments to the Plans or a specific Option, LTIP Award or DSU Award for the purposes of: (i) altering, extending or accelerating the terms of vesting; (ii) amending the general vesting provisions; (iii) changing termination provisions; (iv) accelerating the expiry date of Options or LTIP Awards; (v) accelerations of time related to third party offers in accordance with the Stock Option Plan and adjustments related to stock divisions, consolidations, share reclassifications, amalgamations, reorganizations or similar transactions in accordance with the Stock Option Plan; (vi) amending or modifying the mechanics of exercise of the Options; (vii) amending termination of employment provisions under the LTIP; (viii) making amendments to protect LTIP Participants; (ix) curing or correcting any ambiguity, defect, inconsistent provision or manifest error; (x) amending definitions; (xi) making amendments of a “housekeeping” or administrative nature; (xii) effecting amendments necessary to comply with the provisions of applicable laws, or desirable for any advantages of any tax law (subject in the case of LTIP, to the Board being of the opinion that such amendments will not be prejudicial to the rights or interests of the participants in the LTIP); and (xiii) any other amendment, whether fundamental or otherwise, not requiring Shareholder approval under applicable law. No amendment of the Plans may contravene applicable laws, including the rules, regulations, and policies of the TSX and the NYSE American. Shareholder approval must be obtained for amendments to the Plans that: (i) increase the maximum number of Common Shares issuable under the Plans; (ii) reduce the exercise price of an Option held by a non-insider of the Corporation; (iii) extend the term of any Options held by a non-insider of the Corporation, other than an extension during a Black Out Period (as defined in the Plans); (iv) increase the number of Common Shares issuable to insiders of the Corporation or to non-employee director participants, as applicable; (v) permit Options or DSUs to be transferrable or assignable; (vi) to add categories of persons eligible to participate in the DSU Plan; (vii) amend the amendment provisions in the Plans; (viii) add any form of financial assistance to an LTIP Participant; or (ix) where approval is required by the Exchanges (whether it be Exchange or Shareholder approval). Approval by disinterested Shareholders is required for amendments that: (i) could result in the number of Common Shares issuable to insiders of the Corporation exceeding 10% of the issued and outstanding Common Shares; (ii) reduce the exercise price of an Option (including cancellation and reissuance at a lower exercise price) held by insiders of the Corporation; (iii) extend the term of any Option, LTIP Award or DSU Award held by insiders of the Corporation, other than an extension during a Black Out Period; and (iv) require disinterested Shareholder approval under applicable law (including rules of the Exchanges). Perquisites and Other Personal Benefits The Corporation’s named executive officers are not generally entitled to significant perquisites or other personal benefits not offered to the Corporation’s employees. The Corporation does sponsor a qualified tax-deferred savings plan for U.S. employees in accordance with the provisions of Section 401(k) of the Code, which is described further below under the heading “Executive Compensation – Pension and Retirement Savings Plans”. Compensation for the Corporation’s Named Executive Officers in 2023 The Corporation’s named executive officers (defined below) for the fiscal year ended December 31, 2023 were Frederick H. Earnest, who served as the Corporation’s President and Chief Executive Officer, Douglas L. Tobler who served as the Corporation’s Chief Financial Officer and John W. Rozelle, who served as the Corporation’s Senior Vice President. Mr. Rozelle retired effective December 31, 2023. The Corporation’s employment agreements with our named executive officers are described below under the heading “Executive Compensation – Executive Employment Agreements”. The compensation paid to the Corporation’s named executive officers is described below under the heading “Executive Compensation – Summary Compensation Table”. Effects of Regulatory Requirements on Executive Compensation Section 409A of the Code generally affects the granting of most forms of deferred compensation which were not earned and vested prior to 2005. The Corporation’s compensation program is designed to comply with the final regulations of the U.S. Internal Revenue Service and other guidance with respect to Section 409A of the Code, and we anticipate that the Compensation Committee will continue to design and administer the Corporation’s compensation programs accordingly. Various rules under current generally accepted accounting practices impact the manner in which the Corporation accounts for grants of Options to employees, including executive officers, on its financial statements. While the Compensation Committee reviews the effect of these rules when determining the form and timing of grants of Options to the Corporation’s employees, including executive officers, this analysis is not necessarily the determinative factor in any such decision regarding the form and timing of these grants. Incentive Compensation Recovery Policy Our incentive compensation recovery policy applies to all cash and equity-based incentive compensation, whether vested or unvested, paid to our Covered Executives as defined in the incentive compensation recovery policy and includes separate triggers for material financial restatements and improper conduct, including a failure to report. The policy provides that, if we undertake an accounting restatement due to the Corporation’s material noncompliance with any financial reporting requirements, the Board will evaluate whether the restatement requires recovery of incentive compensation that was awarded based on financial reporting measures that were subsequently restated. The Board may, in its sole discretion after evaluating the associated costs and benefits, recoup or take other action regarding any incentive compensation paid or granted during the previous three years to any Covered Executive that was in excess of what would have been paid or granted to the Covered Executive after giving effect to the restatement. Compensation Committee Interlocks and Insider Participation No executive officer of the Corporation is or has been a director or a member of the Compensation Committee of another entity having an executive officer who is or has been a director or a member of the Compensation Committee of the Corporation. Compensation Committee Report on Executive Compensation The Compensation Committee has reviewed and discussed this Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended to the Board that this Compensation Discussion and Analysis be included in this Information Circular. Submitted on behalf of the Compensation Committee JOHN M. CLARK (CHAIR) Tracy A. Stevenson The above filed report of the Compensation Committee will not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference in any of the Corporation’s filings under the United States Securities Act of 1933 or the Exchange Act, each as amended, except to the extent that we specifically so incorporate the same by reference.

  20. Summary Compensation

    | | | ($) | (1) ($) | | | | ($) | | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2)(3) ($) | All Other Compensation(4)(5) ($) | Total ($) | | Frederick H. Earnest, | 2023 | 350,000 | 60,813 | 142,177 | – | 13,200 | 566,190 | | President and Chief Executive | 2022 | 350,000 | – | 143,830 | – | 12,200 | 506,030 | | Officer | 2021(7) | 345,833 | 100,000 | 214,422 | – | 11,600 | 671,855 | | Douglas L. Tobler, | 2023 | 275,000 | 32,175 | 73,488 | – | 13,200 | 393,863 | | Chief Financial Officer | 2022 | 275,000 | – | 74,250 | – | 12,200 | 361,450 | | | 2021 | 275,000 | 40,000 | 110,314 | – | 11,600 | 436,914 | | John W. Rozelle | 2023 | 177,230 | 24,585 | 39,294 | – | 52,250(6) | 293,359 | | Senior Vice | 2022 | 240,000 | – | 54,730 | – | 12,200 | 306,930 | | President(8) | 2021(7) | 237,500 | 50,000 | 81,736 | – | 11,600 | 380,836 |

  21. Summary Compensation

    | (1) In the second quarter of 2021, the Corporation paid a discretionary cash bonus to each named executive upon the approval of the Mining Management Plan. |

  22. Summary Compensation

    | (2) For assumptions regarding the valuation of LTIP Awards and Options, see Note 6 to the Corporation’s audited annual consolidated financial statements for the year ended December 31, 2023 as filed with the Corporation’s Annual Report on Form 10-K on March 14, 2024. |

  23. Summary Compensation

    | (3) The amounts in this column represent the dollar amounts for the aggregate grant-date fair value of Options granted pursuant to the Stock Option Plan, computed in accordance with FASB ASC Topic 718. |

  24. Pay versus Performance

    Pay versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (as defined by SEC rules) and certain financial performance metrics of the Corporation for the last two fiscal years. In determining the “compensation actually paid” to our named executive officers, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (“SCT”) in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT. The table below summarizes compensation values both as previously reported in our SCT, as well as the adjusted values required in this section. The following table sets forth information concerning the compensation of our principal executive officer, or “PEO,” and, on an average basis, the compensation of our other named executive officers, or “NEOs,” for each of the years ending December 31, 2023, 2022, and 2021, as such compensation relates to our financial performance for each such year. The PEO for each of the years presented within the following tables was Frederick H. Earnest, President, Chief Executive Officer and Director. The NEO's for each of the years presented were Douglas L. Tobler, Chief Financial Officer and John W. Rozelle, Senior Vice President.

  25. Pay versus Performance

    | | Total for PEO | to PEO(1) | SCT Total for Non-PEO | to NEOs(2) | | in thousands) | | Year | SCT Total for PEO | Compensation Actually Paid to PEO(1) | Average SCT Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(3) | Net Loss (Dollars in thousands) | | 2023 | $566,190 | $585,128 | $343,611 | $350,464 | $41.67 | $6,585 | | 2022 | $506,030 | $486,562 | $334,190 | $323,796 | $46.30 | $4,931 | | 2021 | $671,855 | $497,105 | $408,875 | $321,435 | $65.74 | $15,237 |

  26. Pay versus Performance

    (1) The dollar amounts reported for the PEO under “Compensation Actually Paid” represent the amount of “Compensation Actually Paid” to the PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the PEO’s total compensation for each year to determine the compensation actually paid:

  27. Pay versus Performance

    | Reconciliation of PEO SCT Total and Compensation Actually Paid | 2023 | 2022 | 2021 | | Total Compensation as reported in SCT | $566,190 | $506,030 | $671,855 | | Fair value of equity awards granted during year as reported in SCT | $(142,177) | $(143,830) | $(214,422) | | Fair value of equity compensation granted in current year—value at end of year-end | $174,150 | $121,000 | $198,090 | | Change in fair value for end of prior year to vesting date for awards made in prior years that vested during current year | $5,108 | $49,965 | $(26,943) | | Change in fair value from end of prior year to end of current year for awards made in prior years that were unvested at end of current year | $(11,783) | $(44,590) | $(119,757) | | Fair value of awards forfeited in current year determined at end of prior year | $(6,359) | $(2,013) | $(11,718) | | Compensation Actually Paid | $585,128 | $486,562 | $497,105 |

  28. Pay versus Performance

    (2) The dollar amounts reported for the NEOs under “Compensation Actually Paid” represent the average amount of “Compensation Actually Paid” to the NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs’ average total compensation for each year to determine the compensation actually paid:

  29. Pay versus Performance

    | Reconciliation of NEO SCT Total and Compensation Actually Paid | 2023 | 2022 | 2021 | | Total Compensation as reported in SCT | $343,611 | $334,190 | $408,875 | | Fair value of equity awards granted during year as reported in SCT | $(56,391) | $(64,490) | $(96,025) | | Fair value of equity compensation granted in current year—value at end of year-end | $69,075 | $54,250 | $88,750 | | Change in fair value for end of prior year to vesting date for awards made in prior years that vested during current year | $2,305 | $21,276 | $(12,191) | | Change in fair value from end of prior year to end of current year for awards made in prior years that were unvested at end of current year | $(5,283) | $(20,125) | $(52,108) | | Fair value of awards forfeited in current year determined at end of prior year | $(2,854) | $(1,305) | $(15,866) | | Compensation Actually Paid | $350,464 | $323,796 | $321,435 |

  30. Pay versus Performance

    | (1) For purposes of calculating the cumulative total Shareholder return, the measurement period is the market close on the last trading day of 2020, through and including the end of the year for which cumulative total Shareholder return is being calculated. |

  31. Analysis of the Information Presented in the Pay Versus Performance Tables

    Analysis of the Information Presented in the Pay Versus Performance Tables Because we are not a production stage mining company, we did not have any revenue from continuing operations during the periods presented. Consequently, we have not historically focused on net income (loss) as a performance measure for our executive compensation programs. In 2021, 2022, and 2023 our net losses were approximately $15 million, approximately $4.9 million, and approximately $6.6 million, respectively. During the same periods the compensation actually paid for our PEO decreased slightly from $497,105 in 2021 to $486,562 in 2022 and then rose to $585,128 in 2023. The average compensation actually paid for our other NEOs remained essentially unchanged increasing from $321,435 in 2021 to $323,796 in 2022, and to $350,464 in 2023. The following graph shows the compensation actually paid to Mr. Earnest and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Earnest) during the periods presented and total Shareholder return over those periods. Total Shareholder return was negative during 2021, 2022, and 2023. Mr. Earnest’s compensation actually paid showed a decrease from 2021 to 2022 and an increase in 2023. The average amount of compensation actually paid to our NEOs as a group (excluding Mr. Earnest) remained approximately flat in the same period. We utilize performance measures to align executive compensation with performance, but those tend not to be financial performance measures, such as total Shareholder return. For example, as described in more detail above in the section “Executive Compensation – Compensation Discussion and Analysis,” our named executive officers are eligible to receive short term bonuses which are designed to provide appropriate incentives to our executives to achieve defined annual individual and corporate goals. Additionally, we believe stock options and restricted share units, which are an integral part of our executive compensation program, are closely related to the Corporation’s performance, although not directly tied to total Shareholder return, because their value is directly correlated to the market price of our Common Shares and requires that the executive officer continues in our employment over the vesting period. As such, these stock option awards and restricted share units strongly align our executive officers’ interests with those of our Shareholders by providing a continuing financial incentive to maximize long-term value for our Shareholders and by encouraging our executive officers to continue in our employment for the long-term.

  32. Executive Employment Agreements

    Executive Employment Agreements Employment Agreement with Frederick H. Earnest. Frederick H. Earnest has been engaged under an employment contract effective September 22, 2006, pursuant to which he was initially engaged to serve as Senior Vice President of Project Development of the Corporation and Vista Gold U.S., Inc., its wholly-owned subsidiary. From August 1, 2007 to January 1, 2012, Mr. Earnest served as President and Chief Operating Officer of the Corporation and of Vista Gold U.S., Inc., which was reflected in an employment agreement dated March 17, 2009. Since January 1, 2012, Mr. Earnest has served as President and Chief Executive Officer of the Corporation and Vista Gold U.S., Inc. Effective March 17, 2009, Mr. Earnest’s employment agreement was amended and restated, and it was further amended effective January 1, 2012. On November 1, 2012, Mr. Earnest entered a new employment agreement, which was amended effective March 12, 2014, January 1, 2016, March 8, 2019, and May 26, 2022. Pursuant to the terms of his amended employment contract, Mr. Earnest is to receive an annual base salary of $350,000 and annual discretionary incentive payments. The grant of any incentive payment shall be in the sole discretion of the Board and shall be earned only after the grant thereof by the Board. Mr. Earnest’s eligibility to receive such incentive payment is conditioned upon his continued employment, both at the time the Board considers the grant of incentive payments and at the time such incentive payments are actually granted and paid. Mr. Earnest is also eligible to receive other benefits made available to the Corporation’s senior executive officers, including participation in any benefit plans and policies. For the year ended December 31, 2021, in addition to his annual salary, Mr. Earnest received a discretionary cash bonus of $100,000 upon the approval of the Mining Management Plan. On July 24, 2018, the Corporation granted Mr. Earnest 114,000 Phantom Units. The Phantom Units vested in three equal parts: 1/3 at 12 months from grant, 1/3 at 24 months from grant, and 1/3 at 36 months from grant. The final tranche of the 2018 Phantom Units vested in July 2021, at which time each Phantom Unit was settled in cash at an amount equal to the Corporation’s closing share price on that day. In addition, in 2021, the Corporation granted to Mr. Earnest 279,000 RSUs to receive 279,000 Common Shares under the LTIP. In 2022, the Corporation granted to Mr. Earnest 242,000 RSUs to receive 242,000 Common Shares under the LTIP. In 2023, the Corporation granted to Mr. Earnest 387,000 RSUs to receive 387,000 Common Shares under the LTIP. See “Executive Compensation – Outstanding Equity Awards and Options Exercised as at December 31, 2023 Table” below for a description of vesting and other terms applicable to Mr. Earnest’s Options and RSUs. Employment Agreement with Douglas L. Tobler. Douglas L. Tobler has been engaged under an employment contract effective July 1, 2019, pursuant to which he was engaged to serve as Chief Financial Officer of the Corporation and Vista Gold U.S., Inc., its wholly-owned subsidiary. Mr. Tobler’s employment agreement was amended and restated effective May 26, 2022. Pursuant to the terms of his employment contract, Mr. Tobler is to receive an annual base salary of $275,000 and annual discretionary incentive payments. The grant of any incentive payment shall be in the sole discretion of the Board and shall be earned only after the grant thereof by the Board. Mr. Tobler’s eligibility to receive such incentive payment is conditioned upon his continued employment, both at the time the Board considers the grant of incentive payments and at the time such incentive payments are actually granted and paid. Mr. Tobler is also eligible to receive other benefits made available to the Corporation’s senior executive officers, including participation in any benefit plans and policies. For the year ended December 31, 2021, in addition to his annual salary, Mr. Tobler received a discretionary cash bonus of $40,000 upon the approval of the Mining Management Plan. In addition, in 2021, the Corporation granted to Mr. Tobler 144,000 RSUs to receive 144,000 Common Shares under the LTIP. In 2022, the Corporation granted to Mr. Tobler 125,000 RSUs to receive 125,000 Common Shares under the LTIP. In 2023, the Corporation granted to Mr. Tobler 200,000 RSUs to receive 200,000 Common Shares under the LTIP. See “Executive Compensation – Outstanding Equity Awards and Options Exercised as at December 31, 2023 Table” below for a description of vesting and other terms applicable to Mr. Tobler’s Options and RSUs. Employment Agreement with John W. Rozelle. John W. Rozelle was engaged under an employment contract from May 16, 2011 through his retirement effective December 31, 2023, pursuant to which he was initially engaged to serve as Vice President Technical Services of the Corporation and Vista Gold U.S., Inc., its wholly-owned subsidiary. Mr. Rozelle entered into a new employment agreement on August 1, 2012, Mr. Rozelle has served as Senior Vice President of the Corporation and Vista Gold U.S., Inc. Effective November 1, 2012, Mr. Rozelle entered a new employment agreement, which was amended effective January 1, 2016, and May 26, 2022. Pursuant to the terms of his amended employment contract, Mr. Rozelle is to receive an annual base salary of $240,000 and annual discretionary incentive payments. The grant of any such incentive payment shall be in the sole discretion of the Board and shall be earned only after the grant thereof by the Board. Mr. Rozelle’s eligibility to receive such incentive payment is conditioned upon his continued employment, both at the time the Board considers the grant of incentive payments and at the time such incentive payments are actually granted and paid. Mr. Rozelle is also eligible to receive other benefits made available to the Corporation’s senior executive officers, including participation in any benefit plans and policies. For the year ended December 31, 2021, in addition to his annual salary, Mr. Rozelle received a discretionary cash bonus of $50,000 upon the approval of the Mining Management Plan. On July 24, 2018, the Corporation granted Mr. Rozelle 32,000 Phantom Units. The Phantom Units vested in three equal parts: 1/3 at 12 months from grant, 1/3 at 24 months from grant, and 1/3 at 36 months from grant. The final tranche of the 2018 Phantom Units vested in July 2021, at which time each Phantom Unit was settled in cash at an amount equal to the Corporation’s closing share price on that day. In addition, in 2021, the Corporation granted to Mr. Rozelle 106,000 RSUs to receive 106,000 Common Shares under the LTIP. In 2022, the Corporation granted to Mr. Rozelle 92,000 RSUs to receive 92,000 Common Shares under the LTIP. In 2023, the Corporation granted Mr. Rozelle 107,000 RSUs to receive 107,000 Common Shares under the LTIP. See “Executive Compensation – Outstanding Equity Awards and Options Exercised as at December 31, 2022 Table” below for a description of vesting and other terms applicable to Mr. Rozelle’s Options and RSUs. Mr. Rozelle retired effective December 31, 2023.

  33. Outstanding Equity Awards as at December 31, 2023

    Outstanding Equity Awards as at December 31, 2023 A summary of the number and the value of the outstanding equity awards at December 31, 2023 held by the named executive officers is set out in the table below.

  34. Outstanding Equity Awards as at December 31, 2023

    | | Option Awards | | | | Stock Awards(1) | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Value of unexercised in-the- money options ($) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Frederick H. Earnest | | | | | 26,000(2) | 11,700 | | President and | | | | | 209,667(3) | 94,350 | | Chief Executive Officer | | | | | 387,000(4) | 174,150 | | Douglas L. Tobler | 150,000 | 0.77 | 6/27/2024 | - | 13,334(5) | 6,000 | | Chief Financial Officer | | | | | 108,334(6) | 48,750 | | | | | | | 200,000(7) | 90,000 | | John W. Rozelle (11) | | | | | 10,000(8) | 4,500 | | Senior Vice President | | | | | 79,667(9) | 35,850 | | | | | | | 107,000 (10) | 48,150 |

  35. Outstanding Equity Awards as at December 31, 2023

    (1) Each RSU represents a contingent right to receive one Common Share. (2) 26,000 of the RSUs vested on February 23, 2024. (3) 145,000 of the RSUs vest on March 2, 2024 provided share price performance of the Common Shares meets certain criteria; 32,333 vest on March 2, 2024, and 32,334 vest on March 2, 2025. (4) 271,000 of the RSUs vest on March 5, 2025 provided share price performance of the Common Shares meets certain criteria; 38,666 vest on March 5, 2024, 38,666 vest on March 5, 2025, and 38,668 vest on March 5, 2026. (6) 75,000 of the RSUs vest on March 2, 2024 provided share price performance of the Common Shares meets certain criteria; 16,666 vest on March 2, 2024, and 16,668 vest on March 2, 2025. (7) 140,000 of the RSUs vest on March 5, 2025 provided share price performance of the Common Shares meets certain criteria; 20,000 vest on March 5, 2024, 20,000 vest on March 5, 2025, and 20,000 vest on March 5, 2026. (9) 55,000 of the RSUs vest on March 2, 2024 provided share price performance of the Common Shares meets certain criteria; 12,333 vest on March 2, 2024, and 12,334 vest on March 2, 2025. (10) 75,000 of the RSUs vest on March 5, 2025 provided share price performance of the Common Shares meets certain criteria; 10,666 vest on March 5, 2024, 10,666 vest on March 5, 2025, and 10,668 vest on March 5, 2026. As a result of the adoption of Mr. Rozelle’s retirement contract at the end of December 2023, Mr. Rozelle received all of his outstanding RSUs, but forfeited 107,000 RSUs at retirement. (11) Mr. Rozelle retired effective December 31, 2023. In 2023, the following RSUs held by named executive officers vested: 205,949 RSUs held by Mr. Earnest, 108,368 RSUs held by Mr. Tobler, and 77,550 RSUs held by Mr. Rozelle.

  36. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Corporation has no plans that provide for deferred compensation to its executive officers. Termination of Employment, Change in Responsibilities and Employment Contracts Payments Upon Termination or Change in Responsibilities The employment agreements with Frederick H. Earnest and Douglas L. Tobler contain provisions which entitle each of them to payments following termination or alteration of their respective employment with the Corporation in the event of a material adverse change, or termination of employment following a change of control or termination of employment by the Corporation without just cause. Each individual, depending on the nature of the termination, will be entitled to continuation of salary, accrued vacation pay, and employer-paid fringe benefits, for a stated period of time. Alternatively, each individual may elect to receive a lump sum payment of these amounts. In the event of termination following a change in control, each individual would also receive payment of amounts due under the STIP program. The total continuation period and lump sum benefit payment amounts between which the executives can choose are set out below. “Material adverse change” means the assignment of any duties that are substantially inconsistent with or materially diminish his respective position; a material reduction in base salary or other compensation; or the relocation of the primary work location to any location more than 50 miles away from the primary work location as of the date of his applicable agreement. “Just cause” includes any of his failure to perform assigned responsibilities that continues unremedied after written notice from the Corporation; death or permanent disability; breach of any fiduciary duty owed to the Corporation; or conviction in a criminal proceeding. “Change of control” means any consolidation, merger, reorganization or other transaction of the Corporation that results in the Shareholders owning less than the majority of the aggregate voting power; sale or disposition of all or substantially all of the Corporation’s assets; or any transaction which results in the current Board ceasing to constitute the majority of the Board.

  37. Nonqualified Deferred Compensation

    | Material adverse change: | | | | Name | Period | Total benefit amount | | Mr. Earnest | 24 months | $805,594 | | Mr. Tobler | 24 months | $637,910 | | Without just cause: | | | | Name | Period | Total benefit amount | | Mr. Earnest | 24 months | $805,594 | | Mr. Tobler | 12 months | $318,955 | | Change of Control: | | | | Name | Period | Total benefit amount | | Mr. Earnest | 24 months | $805,594 | | Mr. Tobler | 24 months | $637,910 |

  38. Nonqualified Deferred Compensation

    For a description of the treatment of outstanding Options held by named executive officers upon termination, see “Executive Compensation – Compensation Discussion and Analysis – Elements of the Corporation’s Compensation Program for Fiscal Year 2023 – Stock Incentive Awards – Stock Option Plan” above. Other than as described above, the Corporation has no plan or arrangement in respect of compensation received or that may be received by named executive officers to compensate such officers in the event of the termination of their employment, resignation, or retirement, following a change of control of the Corporation, or in the event of a change in responsibilities following any such change of control.

  39. Compensation of Directors

    Compensation of Directors The following table sets forth a summary of the compensation earned by the directors of the Corporation during fiscal year ended December 31, 2023(1).

  40. Compensation of Directors

    | Name | Annual Retainer ($) | Chair Fees ($) | DSU Awards ($) | Option Awards ($) | Total ($) | | Michael B. Richings(2) | 7,467 | 4,667 | 18,368 | – | 30,501 | | John M. Clark | 22,400 | 2,800 | 51,968 | – | 77,168 | | W. Durand Eppler(3) | 22,400 | 1,400 | 50,814 | – | 74,614 | | Deborah J. Friedman | 22,400 | 2,100 | 50,814 | – | 75,314 | | C. Thomas Ogryzlo(2) | 7,467 | 700 | 16,794 | – | 24,960 | | Tracy A. Stevenson(4) | 22,400 | 10,558 | 55,118 | – | 88,077 |

  41. Compensation of Directors

    (1) Directors did not receive any compensation as non-equity incentive plan compensation, through pensions or any other form of compensation, including any agreement to make charitable donations in the director’s name, except for compensation disclosed in the table. For 2023, the annual retainers and chair fees paid to directors were reduced by 30% which was offset with increased DSUs. Beginning 2024, the annual retainers and chair fees to directors will be paid at 100%. (2)Mr. Richings and Mr. Ogryzlo retired from the Board effective April 27, 2023. (3)Mr. Eppler passed away on February 27, 2024. (4)Mr. Stevenson became Chair of the Board effective April 27, 2023. Mr. Sylvestre was appointed to the Board on February 13, 2024 and therefore does not appear in the table above. The base cash remuneration to directors includes an annual retainer and Chair fees. Each director earns an annual retainer fee of $32,000. In addition, the Chair of the Board earns $20,000. The Chair of the Audit Committee earns an annual fee of $7,000. The Chair of the Compensation Committee earns an annual fee of $4,000. The Chair of the Corporate Governance and Nominating Committee earns an annual fee of $3,000. The Chair of the Health, Safety, Environment and Social Responsibility Committee earns an annual fee of $3,000. In 2023, each member of the Board was awarded DSUs valued at the time of issuance in the preceding table. The Common Shares issuable pursuant to these DSUs will be issued at the time each director leaves their position on the Board. The Corporation also reimburses directors for out-of-pocket expenses related to their attendance at meetings. No other amounts were paid or are payable to directors of the Corporation for committee participation or special assignments. The total aggregate cash remuneration paid or payable by the Corporation and its subsidiaries during the financial year ended December 31, 2023 (i) to the directors of the Corporation, in their capacity as directors of the Corporation and any of its subsidiaries, was $126,758, which reflects a 30% reduction in the cash retainer that was paid in DSUs and (ii) to the named executive officers of the Corporation and any of its subsidiaries who received in their capacity as officers or employees of the Corporation aggregate remuneration in excess of C$150,000, was $998,453. This sum includes compensation paid to named executive officers pursuant to retirement savings plan of $37,650.

  42. Securities Authorized For Issuance Under Equity Compensation Plans

    Securities Authorized For Issuance Under Equity Compensation Plans The following table sets out information relating to the Corporation’s equity compensation plans as at December 31, 2023. The Corporation’s equity compensation plans as of December 31, 2023 were the Stock Option Plan, the DSU Plan and the LTIP.

  43. Securities Authorized For Issuance Under Equity Compensation Plans

    | Category | of securities to be issued upon exercise/conversion of options and rights | exercise price of outstanding options and rights | in column (a)) | | Plan Category | Number of securities to be issued upon exercise/conversion of outstanding options and rights | Weighted-average exercise price of outstanding options and rights | Number of securities remaining available for future grants under equity compensation plans (excluding securities reflected in column (a)) | | | (a) | (b) | (c) | | Equity compensation plans approved by securityholders | 3,475,674 | 0.08 | 8,633,175 | | Equity compensation plans not approved by securityholders | N/A | N/A | N/A | | Total | 3,475,674 | 0.08 | 8,633,175 |

  44. Securities Authorized For Issuance Under Equity Compensation Plans

    As of December 31, 2023, 1,886,674 RSUs were outstanding under the LTIP, 1,189,000 DSUs were outstanding under the DSU Plan, and 400,000 Options were outstanding under the Stock Option Plan to acquire in aggregate 3,475,674 Common Shares, which RSUs, DSUs, and Options have been granted to the directors, officers, employees, and consultants of the Corporation, as applicable.

  45. Indebtedness of Directors and Executive Officers

    Indebtedness of Directors and Executive Officers No current or former directors, executive officers or employees, nor any associates or affiliates of the foregoing persons is, as of the date hereof, indebted to the Corporation or any of its subsidiaries.

  46. Appendix D – Stock Option Plan

    Appendix D – Stock Option Plan DATED at Englewood, Colorado, this 19th day of March, 2024. BY ORDER OF THE BOARD OF DIRECTORS

  47. Unallocated Options under the Stock Option Plan Resolution

    Unallocated Options under the Stock Option Plan Resolution “BE IT RESOLVED, as an ordinary resolution, that:

  48. Unallocated Options under the Stock Option Plan Resolution

    | 1. | all unallocated options, rights and other entitlements under the Corporation’s Stock Option Plan are hereby ratified, approved and confirmed and the Corporation will have the ability to grant options under the Stock Option Plan until April 30, 2027; and |

  49. Unallocated Options under the Stock Option Plan Resolution

    | 2. | any director or officer of the Corporation is authorized to do all acts and things, to execute under the common seal of the Corporation or otherwise and to deliver all agreements, documents and instructions, to give all notices and to deliver, file and distribute all documents and information which such director or officer (as the case may be) determines to be necessary or desirable in connection with or to give effect to and carry out these resolutions.” |

  50. Unallocated Options under the Stock Option Plan Resolution

    APPENDIX “D” VISTA GOLD CORP.

  51. STOCK OPTION PLAN

    STOCK OPTION PLAN

  52. STOCK OPTION AGREEMENT

    STOCK OPTION AGREEMENT THIS AGREEMENT made as of the _______ day of _____________, 20___. BETWEEN: VISTA GOLD CORP. 7961 Shaffer Parkway, Suite 5 Littleton, Colorado, U.S.A. 80127 (hereinafter called the “Corporation”) AND: c/o Vista Gold Corp. 7961 Shaffer Parkway, Suite 5 Littleton, Colorado, U.S.A. 80127 (hereinafter called the “Participant”) WITNESSES THAT WHEREAS: A.The Corporation has established a stock option plan, a copy of which is annexed as Schedule A (the “Plan”); B.The Participant is a director, officer or employee of the Corporation or of one of its subsidiaries or a person who provides consulting or other services to the Corporation and has been designated as a “Participant” under the Plan by the Board of Directors of the Corporation. NOW THEREFORE in consideration of the sum of One Dollar now paid by the Participant to the Corporation (the receipt whereof is hereby acknowledged by the Corporation) and other good and valuable consideration, it is agreed between the parties hereto as follows:

  53. STOCK OPTION AGREEMENT

    | 1. | INTERPRETATION |

  54. STOCK OPTION AGREEMENT

    In this Agreement defined or capitalized words and terms used herein shall have the meanings ascribed to them in the Plan unless otherwise defined in this Agreement. 2.GRANT OF OPTION The Corporation hereby grants to the Participant, subject to the terms and conditions set forth in the Plan and this Agreement, an irrevocable right and option (the “Option”) to purchase ___________ Common Shares of the Corporation (the “Shares”) at the price of Cdn/US$ _________ per Option at any time after the date or dates set forth below with respect to the number of Shares shown opposite such date or dates: DateNo. of Shares Vested until the close of business on the _______ day of ____________, _____ (the “Expiry Date”). 3.EXERCISE OF OPTION The Participant shall have the right to exercise the Option hereby granted, subject to the terms and conditions set forth in the Plan and the Agreement, until the Expiry Date at which time the Option hereby granted shall, subject to Section 6.3 of the Plan, expire and terminate and be of no further force or effect for those Shares in respect of which the Option hereby granted has not been exercised. 4.NO REQUIREMENT TO PURCHASE Nothing herein contained shall obligate the Participant to purchase and/or pay for any Shares except those Shares in respect of which the Participant shall have duly and properly exercised his or her Option. 5.SUBJECT TO PLAN This Agreement shall be subject in all respects to the Plan as the same shall be amended, revised or discontinued from time to time and all the terms and conditions of the Plan are hereby incorporated into this Agreement as if expressly set forth herein and as the same may be amended from time to time. 6.WITHOLDING The Participant hereby agrees to make adequate provision for any sums required to satisfy the applicable federal, state, local or foreign employment, social insurance, payroll, income or other tax withholding obligations (the “Withholding Obligations”) that arise in connection with the grant, exercise or settlement of this Option. The Corporation may establish procedures to ensure satisfaction of all applicable Withholding Obligations arising in connection with the grant, exercise or settlement of this Option. The Participant hereby authorizes the Corporation, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Withholding Obligations by (1) withholding a portion of the Shares otherwise to be issued on the exercise of this Option; provided, however, that the number of the Shares so withheld shall not exceed the number necessary to satisfy the required Withholding Obligations using applicable statutory withholding rates and, if applicable, to avoid adverse accounting treatment under applicable accounting standards and in accordance with such rules as the Corporation may from time to time establish; (2) withholding from the wages and other cash payable to the Participant or by causing the Participant to tender a cash payment to the Corporation; or (3) selling on the Participant’s behalf (using any brokerage firm determined acceptable to the Corporation for such purpose) a portion of the Shares issued on the exercise of this Option as the Corporation determines to be appropriate to generate cash proceeds sufficient to satisfy the Withholding Obligations. The Participant shall be responsible for all brokerage fees and other costs of sale, and the Participant further agrees to indemnify and hold the Corporation harmless from any losses, costs, damages or expenses relating to any such sale. The Corporation may refuse to deliver Shares or any other payment in respect of the Option if the Participant fails to comply with the Participant’s obligations in connection with the Withholding Obligations described in this Section. IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first above written. WitnessParticipant’s Signature Participant’s Name (print or type) VISTA GOLD CORP. Per: Per:

  55. STOCK OPTION AGREEMENT

    | | Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V30995-P02640 ! ! ! ! ! ! ! ! ! ! ! ! ! VISTA GOLD CORP. VISTA GOLD CORP. 8310 S. VALLEY HIGHWAY SUITE 300 ENGLEWOOD, CO 80112 1. Election of Directors 2. Appointment of Auditors Appointment of Davidson & Company LLP as Auditors of the Corporation for the ensuing year. 3. Advisory Vote on the Approval of Executive Compensation To consider and, if thought appropriate, approve, on an advisory, non-binding basis, a resolution regarding the compensation of the Corporation’s named executive officers as described in the Corporation’s proxy circular. The Board of Directors recommends you vote FOR each nominee to the Board of Directors and FOR each of the following proposals: 1d. Patrick F. Keenan 1c. Deborah J. Friedman 1b. Frederick H. Earnest 1e. Tracy A. Stevenson 1f. Michel Sylvestre 1a. John M. Clark Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Interim Financial Statements Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Annual Financial Statements Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail. For Withhold Yes No ! ! ! ! Yes No For Against Abstain ! ! ! ! ! 4. Resolution Approving Unallocated Options Under the Corporation's Stock Option Plan To consider, and if thought appropriate, approve the resolution regarding all unallocated options under the Corporation's Stock Option Plan, the full text of which ordinary resolution is set out in Part I to Appendix “C” in the Corporation’s proxy circular. ! ! VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 10:00 AM (PDT) on April 26, 2024. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 10:00 AM (PDT) on April 26, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. SCAN TO VIEW MATERIALS & VOTEw |

  56. STOCK OPTION AGREEMENT

    | | V30996-P02640 Important Notice Regarding the Availability of Proxy Materials for the Annual General and Special Meeting: The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. Continued and to be signed on reverse side VISTA GOLD CORP. Annual General and Special Meeting of Shareholders April 30, 2024 10:00 AM (PDT) This proxy is solicited by management and the Board of Directors I/We being shareholder(s) of Vista Gold Corp. hereby appoint: Frederick H. Earnest, or failing him, Douglas L. Tobler, OR _____________ as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as recommended by management and the Board of Directors) and all other matters that may properly come before the Annual General and Special Meeting of Shareholders of Vista Gold Corp. to be held at the offices of Borden Ladner Gervais LLP, Suite 1200, 200 Burrard Street, Vancouver, British Columbia on April 30, 2024 10:00 AM (PDT) and at any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations, FOR each nominee to the Board and FOR each proposal. |