DEF 14A of Vista Gold Corp, Mar 18, 2025

DEF 14A of Vista Gold Corp

Filed Mar 18, 2025 · FY20240000783324-25-000016

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 six incumbent directors 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 - 69 (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 - 63 (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 – 72 (1, 2) | 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 – 57 (1, 3, 4) | Director and 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 senior management roles for 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. | April 30, 2024 | | Tracy A. Stevenson, Director and Non-Executive Chair Sandy, Utah, USA Age – 74 (2) | 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 – 69 (3, 4) | Director and retired mining executive; Mr. Sylvestre has been a director of Hochschild Mining PLC since May 2022; former director of Nickel Creek Platinum Corp. from 2012 to 2024; 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 of Castle Resources Inc. from 2011 to 2014; and employed with Inco Ltd. from 1975 to 2011, holding senior management positions 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 10, 2025. 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, 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, Environment 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, 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 Chair of the Corporate Governance and Nominating Committee and a member of the Audit 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, 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. 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 City 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. Mr. Keenan is Chair of the Audit Committee and a member of the Compensation Committee and Health, Safety, Environment and Social Responsibility Committee. Mr. Keenan has been a director of the Corporation since April 30, 2024. 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, 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 a member of the 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 is Chair of the Health, Safety, Environment & Social Responsibility Committee and a member of the Compensation Committee. Mr. Sylvestre has been a director of the Corporation since February 13, 2024. 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 was former President and Chief Executive Officer of Castle Resources Inc. from 2011 to 2014. He worked for 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, 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 2024, 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 non-contested director election 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 six directors, five of whom are viewed as being “independent” within the meaning of NI 58-101 and five of whom qualify as “independent” within the meaning of Section 803A of the NYSE American Company Guide. John M. Clark, Deborah J. Friedman, Patrick F. Keenan, Tracy A. Stevenson, and Michel Sylvestre are considered to be independent members of the Board. 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 five times during 2024. 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. Certain 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 11 of 12 meetings of the Board. Michel Sylvestre was appointed to the Board on February 13, 2024 and Patrick Keenan was elected to the Board on April 30, 2024. Following Mr. Sylvestre’s appointment to the Board, he attended all but one meeting of the Board. Following Mr. Keenan’s election to the Board, he attended all meetings of the Board. 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 directors attended the 2024 annual general and special meeting 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 2024, 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 in 2024 in connection with the review of director and executive officer compensation were C$44,000. The Corporation did not pay any fees or engage or any compensation consultant for services in 2022 or 2023. During 2024, 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 2024 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 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. RSU awards were granted in 2022, 2023, and 2024. 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

    | (3) Currently, new stock options may not be granted under the Stock Option Plan until shareholder approval of the unallocated Common Shares underlying stock options under the Stock Option Plan is received. |

  13. Compensation Discussion and Analysis

    As of March 10, 2025, an aggregate of 4,763,669 Common Shares (or 3.8% 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 7,681,881 Common Shares (or 6.2% 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 10, 2025, 4,763,669 Common Shares issuable under the Stock Option Plan, DSU Plan and LTIP was comprised of: (i) 50,000 Common Shares (or 0.0% 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) 2,025,000 Common Shares (or 1.6% of the total number of issued and outstanding Common Shares) issuable upon the distribution of DSUs granted under the DSU Plan and (iii) 2,688,669 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 10, 2025, 12,395,550 Common Shares (or 10.0% of the total number of issued and outstanding Common Shares) remain available for future grants under the Stock Option Plan, 1,708,665 Common Shares (or 1.4% of the total number of issued and outstanding Common Shares) remain available for future grants under the DSU Plan, and 3,534,106 Common Shares (or 2.8% of the total number of issued and outstanding Common Shares) will remain available for future grants under the LTIP. However, since the Corporation has not received shareholder approval of the unallocated Common Shares issuable pursuant to the grant of stock options under the Stock Option Plan pursuant to the requirements of the TSX Company Manual, the Corporation currently cannot grant new stock options until such shareholder approval is received. The Compensation Committee and the Board do not anticipate seeking such shareholder approval or issuing new stock options this year. The Compensation Committee will evaluate its recommendation to the Board regarding the Stock Option Plan. 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, 2024 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.

  14. Compensation Discussion and Analysis

    | | | 31, 2022 | 31, 2021 | | | Year ended December 31, 2024 | Year ended December 31, 2023 | Year ended December 31, 2022 | | Number of Options granted under the Stock Option Plan | – | – | – | | Number of RSU Awards granted under the LTIP | 1,736,000 | 1,163,000 | 759,000 | | Number of DSU Awards granted under the DSU Plan | 767,000 | 420,000 | 324,000 | | Weighted average of outstanding securities | 122,198,006 | 120,471,317 | 118,005,490 | | Annual Burn Rate: Options | 0.0% | 0.0% | 0.0% | | Annual Burn Rate: LTIP Awards | 1.4% | 1.0% | 0.6% | | Annual Burn Rate: DSU Awards | 0.6% | 0.3% | 0.3% |

  15. 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. As noted above, currently, new stock options may not be granted under the Stock Option Plan until shareholder approval of the unallocated Common Shares underlying stock options under the Stock Option Plan is received. 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; 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 Common Shares from the Corporation at a future date. The Compensation Committee has the authority to make the receipt of Common Shares subject to the grant of 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.

  16. 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 three executive officers four employees, and one consultant that 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. 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

  17. Compensation Discussion and Analysis

    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 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 2024 The Corporation’s named executive officers for the fiscal year ended December 31, 2024 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 Pamela A. Solly, who served as the Corporation’s Vice President of Investor Relations. 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 non-compliance 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) Patrick F. Keenan Michel Sylvestre

  18. Compensation Discussion and Analysis

    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.

  19. Summary Compensation

    | | | ($) | (1) ($) | | | | ($) | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1)(2) ($) | All Other Compensation(3)(4) ($) | Total ($) | | Frederick H. Earnest, | 2024 | 358,333 | 69,600 | 140,280 | – | 13,800 | 582,013 | | President and Chief Executive | 2023 | 350,000 | 60,813 | 142,177 | – | 13,200 | 566,190 | | Officer | 2022 | 350,000 | – | 143,830 | – | 12,200 | 506,030 | | Douglas L. Tobler, | 2024 | 281,250 | 36,000 | 72,660 | – | 13,800 | 403,710 | | Chief Financial Officer | 2023 | 275,000 | 32,175 | 73,488 | – | 13,200 | 393,863 | | | 2022 | 275,000 | – | 74,250 | – | 12,200 | 361,450 | | Pamela A. Solly | 2024 | 188,333 | 17,712 | 34,720 | – | 9,140 | 249,905 | | Vice President Investor Relations | 2023 | 180,000 | 15,293 | 35,319 | – | 8,962 | 239,574 | | | 2022 | 180,000 | 9,828 | 35,640 | – | 10,726 | 236,194 |

  20. Summary Compensation

    | (1) 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, 2024 as filed with the Corporation’s Annual Report on Form 10-K on February 28, 2025. |

  21. Summary Compensation

    | (2) 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. |

  22. Summary Compensation

    | | 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 Income/ (Loss) (Dollars in thousands) | | 2024 | $582,013 | $793,383 | $326,808 | $407,694 | $78.87 | $11,249 | | 2023 | $566,190 | $585,128 | $343,611 | $350,464 | $63.38 | ($6,585) | | 2022 | $506,030 | $486,562 | $334,190 | $323,796 | $70.42 | ($4,931) |

  23. Summary Compensation

    | Reconciliation of PEO SCT Total and Compensation Actually Paid | 2024 | 2023 | 2022 | | Total Compensation as reported in SCT | $582,013 | $566,190 | $506,030 | | Fair value of equity awards granted during year as reported in SCT | $(140,280) | $(142,177) | $(143,830) | | Fair value of equity compensation granted in current year—value at end of year-end | $334,320 | $174,150 | $121,000 | | Change in fair value for end of prior year to vesting date for awards made in prior years that vested during current year | $(8,230) | $5,108 | $49,965 | | 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 | $41,873 | $(11,783) | $(44,590) | | Fair value of awards forfeited in current year determined at end of prior year | $(16,313) | $(6,359) | $(2,013) | | Compensation Actually Paid | $793,383 | $585,128 | $486,562 |

  24. Summary Compensation

    | Reconciliation of NEO SCT Total and Compensation Actually Paid | 2024 | 2023 | 2022 | | Total Compensation as reported in SCT | $326,808 | $343,611 | $334,190 | | Fair value of equity awards granted during year as reported in SCT | $(53,690) | $(56,391) | $(64,490) | | Fair value of equity compensation granted in current year—value at end of year-end | $127,960 | $69,075 | $54,250 | | Change in fair value for end of prior year to vesting date for awards made in prior years that vested during current year | $(3,145) | $2,305 | $21,276 | | 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 | $16,005 | $(5,283) | $(20,125) | | Fair value of awards forfeited in current year determined at end of prior year | $(6,244) | $(2,854) | $(1,305) | | Compensation Actually Paid | $407,694 | $350,464 | $323,796 |

  25. 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 2022, and 2023 our net losses were approximately $4.9 million and approximately $6.6 million, respectively, and our net income in 2024 was approximately $11.2 million. During the same periods the compensation actually paid to our PEO increased from $486,562 in 2022 to $585,128 in 2023 and to $793,383 in 2024. The average compensation actually paid to our other NEOs increased from $323,796 in 2022 to $350,464 in 2023 and $407,694 in 2024. 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 2022, 2023, and 2024. Mr. Earnest’s compensation actually paid showed an increase in each year from 2022 to 2024. The average amount of compensation actually paid to our NEOs as a group (excluding Mr. Earnest) also increased each year. 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 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 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.

  26. 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. Mr. Earnest’s employment agreement has been amended and restated several times throughout his tenure. On November 1, 2012, Mr. Earnest entered into a new employment agreement, which was most recently amended on May 26, 2022. Pursuant to the terms of his amended employment contract, Mr. Earnest is to receive an annual base salary of $370,000 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. In addition, 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. In 2024, the Corporation granted to Mr. Earnest 597,000 RSUs to receive 597,000 Common Shares under the LTIP. See “Executive Compensation – Outstanding Equity Awards and Options Exercised as at December 31, 2024 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 $290,000 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. In addition, 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. In 2024, the Corporation granted to Mr. Tobler 309,000 RSUs to receive 309,000 Common Shares under the LTIP. See “Executive Compensation – Outstanding Equity Awards and Options Exercised as at December 31, 2024 Table” below for a description of vesting and other terms applicable to Mr. Tobler’s Options and RSUs. Employment Agreement with Pamela A. Solly. Pamela A. Solly has been engaged under an employment contract effective April 1, 2019, pursuant to which she was engaged to serve as Vice President of Investor Relations of the Corporation. Pursuant to the terms of her employment contract, Ms. Solly is to receive an annual base salary of $200,000 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. Ms. Solly’s eligibility to receive such incentive payment is conditioned upon her 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. Ms. Solly is also eligible to receive other benefits made available to the Corporation’s senior executive officers, including participation in any benefit plans and policies. In addition, in 2022, the Corporation granted to Ms. Solly 60,000 RSUs to receive 60,000 Common Shares under the LTIP. In 2023, the Corporation granted to Ms. Solly 96,000 RSUs to receive 96,000 Common Shares under the LTIP. In 2024, the Corporation granted to Ms. Solly 148,000 RSUs to receive 148,000 Common Shares under the LTIP. See “Executive Compensation – Outstanding Equity Awards and Options Exercised as at December 31, 2024” below for a description of vesting and other terms applicable to Ms. Solly’s Options and RSUs.

  27. Outstanding Equity Awards as at December 31, 2024

    Outstanding Equity Awards as at December 31, 2024 A summary of the number and the value of the outstanding equity awards at December 31, 2024 held by the named executive officers is set out in the table below.

  28. Outstanding Equity Awards as at December 31, 2024

    | | 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 | | | | | 32,334 (2) | 18,107 | | President and | | | | | 348,334 (3) | 195,067 | | Chief Executive Officer | | | | | 597,000 (4) | 334,320 | | Douglas L. Tobler | | | | | 16,668 (5) | 9,334 | | Chief Financial Officer | | | | | 180,000 (6) | 100,800 | | | | | | | 309,000 (7) | 173,040 | | Pamela A. Solly | | | | | 8,000 (8) | 4,480 | | Vice President, | | | | | 86,334 (9) | 48,347 | | Investor Relations | | | | | 148,000 (10) | 82,880 |

  29. Outstanding Equity Awards as at December 31, 2024

    (1) Each RSU represents a contingent right to receive one Common Share. (2) 32,334 of the RSUs vest on March 2, 2025. (3) 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, 2025, and 38,668 vest on March 5, 2026. (4) 418,000 of the RSUs vest on February 26, 2026 provided share price performance of the Common Shares meets certain criteria; 59,667 vest on February 26, 2025, 59,667 vest on February 26, 2026, and 59,666 vest on February 26, 2027. (5) 16,668 of the RSUs vest on March 2, 2025. (6) 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, 2025, and 20,000 vest on March 5, 2026. (7) 216,000 of the RSUs vest on February 26, 2026 provided share price performance of the Common Shares meets certain criteria; 31,000 vest on February 26, 2025, 31,000 vest on February 26, 2026, and 31,000 vest on February 26, 2027. (8) 8,000 of the RSUs vest on March 2, 2025. (9) 67,000 of the RSUs vest on March 5, 2025 provided share price performance of the Common Shares meets certain criteria; 9,666 vest on March 5, 2025, and 9,668 vest on March 5, 2026. (10) 104,000 of the RSUs vest on February 26, 2026 provided share price performance of the Common Shares meets certain criteria; 14,667 vest on February 26, 2025, 14,667 vest on February 26, 2026, and 14,666 vest on February 26, 2027. In 2024, the following RSUs held by named executive officers vested: 205,749 RSUs held by Mr. Earnest, 106,250 RSUs held by Mr. Tobler, and 51,000 RSUs held by Ms. Solly.

  30. 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, Douglas L. Tobler, and Pamela A. Solly 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 or her 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.

  31. Nonqualified Deferred Compensation

    | Material adverse change: | | | | Name | Period | Total benefit amount | | Mr. Earnest | 24 months | $854,784 | | Mr. Tobler | 24 months | $674,721 | | Ms. Solly | 18 months | $384,828 | | Without just cause: | | | | Name | Period | Total benefit amount | | Mr. Earnest | 24 months | $854,784 | | Mr. Tobler | 12 months | $337,361 | | Ms. Solly | 12 months | $256,552 | | Change of Control: | | | | Name | | | | Mr. Earnest | 24 months | $854,784 | | Mr. Tobler | 24 months | $674,721 | | Ms. Solly | 18 months | $384,828 |

  32. 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 2024 – Share-Based 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.

  33. Compensation of Directors

    Compensation of Directors The following table sets forth a summary of the compensation earned by the non-employee directors of the Corporation during fiscal year ended December 31, 2024(1).

  34. Compensation of Directors

    | Name | Annual Retainer ($) | Chair Fees ($) | DSU Awards ($) | Option Awards ($) | Total ($) | | John M. Clark | 32,000 | 4,000 | 44,880 | – | 80,880 | | W. Durand Eppler(2) | 8,000 | 750 | – | – | 8,750 | | Deborah J. Friedman | 32,000 | 3,000 | 44,880 | – | 79,880 | | Patrick F. Keenan(3) | 21,333 | 4,667 | 85,250 | – | 111,250 | | Michel Sylvestre(4) | 28,000 | 750 | 73,440 | – | 102,190 | | Tracy A. Stevenson | 32,000 | 20,000 | 44,880 | – | 96,880 |

  35. 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 have been paid at 100%. (2)Mr. Eppler passed away on February 27, 2024. (3) Mr. Keenan was elected to the Board on April 30, 2024. He became Chair of the Audit Committee on May 20, 2024.

  36. Compensation of Directors

    | (4) Mr. Sylvestre was appointed to the Board on February 13, 2024. He became Chair of the Health, Safety, Environment and Social Responsibility Committee on July 26, 2024. |

  37. Compensation of Directors

    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 2024, each non-employee director was awarded DSUs valued at the time of issuance as set forth 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, 2024 (i) to the non-employee directors of the Corporation, in their capacity as directors of the Corporation and any of its subsidiaries, was $186,500 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 $987,968. This sum includes compensation paid to named executive officers pursuant to retirement savings plan of $36,740.

  38. 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, 2024. The Corporation’s equity compensation plans as of December 31, 2024 were the Stock Option Plan, the DSU Plan and the LTIP.

  39. 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 | 4,478,673 | 0.01 | 7,876,528 | | Equity compensation plans not approved by securityholders | N/A | N/A | N/A | | Total | 4,478,673 | 0.01 | 7,876,528 |

  40. Securities Authorized For Issuance Under Equity Compensation Plans

    As of December 31, 2024, 2,767,673 RSUs were outstanding under the LTIP, 1,661,000 DSUs were outstanding under the DSU Plan, and 50,000 Options were outstanding under the Stock Option Plan to acquire in aggregate 4,478,673Common Shares, which RSUs, DSUs, and Options have been granted to the directors, officers, employees, and consultants of the Corporation, as applicable.

  41. 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.

  42. Appendix C – Resolutions of Unallocated Awards Under the Long Term Equity Incentive Plan and the Deferred Share Unit Plan

    Appendix C – Resolutions of Unallocated Awards Under the Long Term Equity Incentive Plan and the Deferred Share Unit Plan

  43. Appendix D – Long Term Equity Incentive Plan

    Appendix D – Long Term Equity Incentive Plan

  44. Unallocated Awards Under the LTIP

    Unallocated Awards Under the LTIP BE IT RESOLVED, as an ordinary resolution, that:

  45. Unallocated Awards Under the LTIP

    | 1. | all unallocated awards, rights and other entitlements under the Corporation’s Long Term Equity Incentive Plan are hereby ratified, approved and confirmed until April 29, 2028; and |

  46. Unallocated Awards Under the LTIP

    | 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. |

  47. Long Term Equity Incentive Plan

    Long Term Equity Incentive Plan

  48. Article 2 Interpretation

    When used herein, unless the context otherwise requires, the following terms have the indicated meanings, respectively: “Affiliate” has the meaning set forth in the Securities Act (Ontario), as amended from time to time; “Associate” has the meaning set forth in the Securities Act (Ontario), as amended from time to time; “Award” means any Restricted Share Unit or Restricted Stock granted under this Plan; “Award Agreement” means a signed, written agreement between a Participant and the Corporation, substantially in the form attached as Schedule A in the case of a RSU Award and substantially in the form attached as Schedule B in the case of a Restricted Stock Award, subject to any amendments or additions thereto as may, in the discretion of the Committee, be necessary or advisable, evidencing the terms and conditions on which an Award has been granted under this Plan; “Black-Out Period” means, with respect to an Award, any period during which the holder of the Award is not permitted to trade Common Shares pursuant to the policies of the Corporation; “Board” means the board of directors of the Corporation; “Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Denver, Colorado, are open for commercial business during normal banking hours; “BCA” means the Business Corporations Act (British Columbia) and the regulations promulgated thereunder, both as amended from time to time; “Change in Control” means the happening of any of the following events:

  49. Article 2 Interpretation

    | (i) material diminution in the Participant’s authority, duties or responsibilities assigned immediately prior to a Change in Control; |

  50. Article 2 Interpretation

    | (ii) a material reduction in the Participant’s annual base salary in effect immediately prior to a Change in Control; or |

  51. Article 2 Interpretation

    “Insider” has the meaning set forth in the Securities Act (Ontario), as amended from time to time, and includes Associates and Affiliates of such Person; “NI 45-106” means National Instrument 45-106 – Prospectus and Registration Exemptions of the Canadian Securities Administrators, as amended from time to time; “Participant” means an Employee Participant or a Consultant Participant; “Performance Awards” has the meaning set forth in Section 5.1; “Performance Goals” means performance goals based on one or more of the following criteria: (i) earnings, including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per Common Share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation; (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) economic value created; (xiii) cumulative earnings per share growth; (xiv) operating margin or profit margin; (xv) Common Share price or total shareholder return; (xvi) cost targets, reductions and savings, productivity and efficiencies; (xvii) strategic business criteria, consisting of one or more objectives based on meeting specified geographic business expansion, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (xviii) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and (xix) any combination of, or a specified increase in, any of the foregoing. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Corporation, a Subsidiary, or a division or strategic business unit of the Corporation, or may be applied to the performance of the Corporation relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). Each of the foregoing Performance Goals shall be determined in accordance with generally accepted accounting principles, if applicable, and shall be subject to certification by the Committee; provided that the Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Corporation or any Subsidiary or the financial statements of the Corporation or any Subsidiary, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles; “Permitted Assign” has the meaning given to that term in NI 45-106; “Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative; “Plan” means this Long Term Equity Incentive Plan of the Corporation; “Restricted Share Unit” or “RSU” means a right to receive from the Corporation at some future date a newly-issued Common Share, which right is granted, as determined by the Committee, under Section 4.1; “Restricted Stock” means any Common Shares granted under Section 4.5; “Retirement” means retirement from active employment with the Corporation or an Affiliate in accordance with the policies of the Corporation in place from time to time or, with the consent for purposes of the Plan of such officer of the Corporation as may be designated by the Committee, at or after such earlier age and upon the completion of such years of service as the Committee may specify; “Securities Act” means the United States Securities Act of 1933, as amended from time to time; “Security Based Compensation Arrangement” has the meaning given to that term in the TSX Rules; “Share Reorganization” has the meaning set forth in Section 8.2; “Special Distribution” has the meaning set forth in Section 8.4; “Termination Date” means, in the case of a Participant whose employment or term of office or engagement with the Corporation or an Affiliate terminates:

  52. Article 3 Administration

    | (b) make grants of Awards under the Plan relating to the issuance of Common Shares (including any combination of Restricted Share Units or Restricted Stock) in such amounts, to such Persons and, subject to the provisions of this Plan, on such terms and conditions as it determines including without limitation: |

  53. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

  54. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | 4.1 | Grant of RSUs |

  55. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    The Committee may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Committee may prescribe, grant RSUs to any Participant.

  56. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | 4.2 | Terms of RSUs |

  57. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    The Committee shall have the authority to make the receipt of Common Shares under the RSUs conditional upon:

  58. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | (a) the expiry of a time-based vesting period; |

  59. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | (b) the attainment of specified Performance Goals; or |

  60. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | (c) such other factors (which may vary as between awards of RSUs) as the Committee may determine in its discretion. |

  61. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    In general, the Committee shall, in whole or in part, make the receipt of Common Shares under RSUs conditional upon the attainment of specified Performance Goals.

  62. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | 4.3 | Vesting of RSUs |

  63. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    The Committee shall have the authority to determine at the time of grant, in its discretion, the duration of the vesting period and other vesting terms applicable to the grant of RSUs, provided that in all circumstances such vesting period shall be a minimum of one year in duration.

  64. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | 4.4 | Shares for RSUs |

  65. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    Upon the expiry of the applicable vesting period of RSUs or at such later date as may be otherwise specified in the relevant Award Agreement (the “Vesting Date”), the Common Shares issuable pursuant to the RSUs shall be registered in the name of the Participant or as the Participant may direct, subject to applicable securities laws, and upon such issuance of Common Shares the RSUs shall be cancelled.

  66. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | (a) The actual issuance of the Common Shares shall occur as soon as practicable following or contemporaneously with the applicable Vesting Date specified in the Award Agreement, but in no event later than: |

  67. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | (i) 60 days following the Vesting Date for a Participant that is resident in the United States; or |

  68. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | (ii) the earlier of (A) 60 days following the Vesting Date and (B) December 31 of the third calendar year following the year of service for which the RSU was granted for a Participant that is resident in Canada. |

  69. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | (b) Notwithstanding anything in the Plan or an Award Agreement to the contrary, to the extent that any RSU Award Agreement provides for the issuance of Common Shares to a Participant that is resident in the United States as of any date or event that occurs (or could occur) beyond March 15 following the calendar year in which the corresponding RSUs vest (that is, cease to be subject to a substantial risk of forfeiture), such Award Agreement must provide that Common Shares will not be payable to the Participant unless the circumstance giving rise to payment qualifies as a permitted payment event under Section 409A of the Code (e.g., the occurrence of a fixed payment date specified in the Award Agreement, the Participant’s separation from service, the Participant’s disability, the Participant’s death, or a change in ownership or control with respect to the Corporation, as the case may be, as those terms are defined in Section 409A(a)(2)(A) of the Code and applicable final regulations). Any payment that otherwise would be made to a Participant who is a specified employee as defined in Section 409A(a)(2)(B) of the Code on account of separation from service may not be made before the date which is six months after the date of the specified employee’s separation from service (or if earlier, upon the specified employee’s death) unless the payment or distribution is exempt from the application of Section 409A by reason of paragraph (b) above or otherwise. |

  70. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | 4.5 | Restricted Stock |

  71. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    The Committee may, from time to time, grant Restricted Stock to any Participant with the terms and conditions set forth herein and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine. The Committee shall have the authority to make the lapse of restrictions applicable to Restricted Stock conditional upon:

  72. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | (a) the expiry of a time-based vesting period; |

  73. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | (b) the attainment of specified Performance Goals; or |

  74. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | (c) such other factors (which may vary as between awards of Restricted Stock) as the Committee may determine in its discretion. |

  75. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    In general, the Committee shall, in whole or in part, make the lapse of restrictions applicable to Restricted Stock conditional upon the attainment of specified Performance Goals.

  76. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | 4.6 | Vesting of Restricted Stock |

  77. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    The Committee shall have the authority to determine at the time of grant, in its discretion, the duration of the vesting period and other vesting terms applicable to the grant of Restricted Stock, provided that in all circumstances such vesting period shall be a minimum of one year in duration.

  78. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | 4.7 | Restrictions on Restricted Stock |

  79. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    Common Shares of Restricted Stock shall be subject to such restrictions as the Committee may impose (including, without limitation, 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), which restrictions may lapse separately or in combination at such time or times, in such instalments or otherwise as the Committee may deem appropriate.

  80. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | 4.8 | Share Certificates for Restricted Stock |

  81. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    Any Restricted Stock granted under the Plan shall be evidenced by the issuance of a share certificate or certificates, which shall be held by the Corporation. Such certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the applicable Award Agreement and possible forfeiture of such shares of Restricted Stock.

  82. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    | 4.9 | Black-out Period |

  83. Article 4 GRANT OF RESTRICTED SHARE UNITS and restricted stock

    If on its terms an Award would vest during a Black-Out Period, the vesting of such Award shall be deemed to be extended until the first Business Day following the end of the relevant Black-Out Period.

  84. Article 6 termination of employment

    Notwithstanding the provisions of Sections 6.1 and 6.2, the Committee may, in its discretion, at any time prior to or following the events contemplated in such Sections, permit the acceleration of vesting of any or all RSU Awards or Restricted Stock Awards, all in the manner and on the terms as may be authorized by the Committee, provided that this Section 6.3 shall not permit the Committee, to use its discretion notwithstanding the provisions of Section 6.1 and 6.2 to accelerate the vesting of any or all RSU Awards or Restricted Awards where there has been a Change of Control. For greater certainty, in the event of a Change of Control the provisions of Section 7.1 shall apply.

  85. Article 7 change IN control

    Article 7 change IN control

  86. Article 7 change IN control

    | 7.1 | Change in Control |

  87. Article 7 change IN control

    Unless otherwise determined by the Committee or the Board at or after the Date of Grant, notwithstanding Article 6, if a Participant ceases to be employed or engaged by the Corporation or its subsidiaries within 12 months following a Change in Control for any reason other than for cause (as that term is interpreted by the courts of the jurisdictions in which the Participant or the Participant’s employer is engaged), voluntary resignation (other than for Good Reason), Retirement, death, or Disability, each Award held by that Participant that is not fully vested on the date at which such person ceases to be employed or engaged by the Corporation or its subsidiaries shall (except to the extent cancelled under Article 8) become free of all restrictions, conditions and limitations and become fully vested.

  88. Article 7 change IN control

    | 7.2 | Parachute Payments |

  89. Article 7 change IN control

    If a Participant is entitled to receive payments that would qualify as excess “parachute payments” under Section 280G of the Code, those payments shall be reduced by the necessary amount so that the Participant is not subject to excise tax under Section 4999 of the Code if such reduction would result in the Participant receiving a greater after-tax payment.

  90. Article 9 Miscellaneous Provisions

    The granting or vesting of each Award granted under this Plan is subject to the condition that if at any time the Committee determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities in respect of applicable federal, state, local or foreign employment, social insurance, payroll, income or other tax withholding obligations (the “Withholding Obligations”) is necessary or desirable in respect of such grant or vesting, such grant or vesting is not effective unless such withholding has been effected to the satisfaction of the Committee. In such circumstances, the Committee may establish procedures to ensure satisfaction of all applicable Withholding Obligations arising in connection with the Award and Committee shall require that a Participant agrees to:

  91. Article 9 Miscellaneous Provisions

    If a Participant, in connection with the issuance of Common Shares pursuant to a Restricted Stock Award, is permitted under the terms of the Award Agreement to make the election permitted under Section 83(b) of the Code (i.e., an election to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code notwithstanding the continuing transfer restrictions) and the Participant makes such an election, the Participant shall notify the Corporation of such election within ten (10) days of filing notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code. A Section 83(b) election shall not be permitted with respect to an RSU Award.

  92. schedule A Form of RSU Award Agreement

    schedule A Form of RSU Award Agreement Vista Gold Corp. (the “Corporation”) hereby grants the following Award(s) to the Participant named below (herein the “Recipient”), in accordance with and subject to the terms, conditions and restrictions of this Agreement, together with the provisions of the Long Term Equity Incentive Plan (the “Plan”) of the Corporation dated May 3, 2010, and as amended May 6, 2015, May 2, 2019, and March 5, 2023: Name of Recipient: Date of Grant: Total Number of RSUs: Additional terms applicable to such Award:

  93. schedule A Form of RSU Award Agreement

    | 1. | The terms and conditions of the Plan are hereby incorporated by reference as terms and conditions of this Award Agreement and all capitalized terms used herein, unless expressly defined in a different manner have the meanings ascribed thereto in the Plan, |

  94. schedule A Form of RSU Award Agreement

    | 2. | Subject to any acceleration in vesting as provided in the Plan or as otherwise determined in this Award Agreement, the RSUs granted by this Award Agreement shall vest as follows: |

  95. schedule A Form of RSU Award Agreement

    | (a) ____________ RSUs on ______________; |

  96. schedule A Form of RSU Award Agreement

    | (b) ____________ RSUs on ______________; |

  97. schedule A Form of RSU Award Agreement

    | (c) ____________ RSUs on ______________; and |

  98. schedule A Form of RSU Award Agreement

    | (d) ____________ RSUs on ______________, |

  99. schedule A Form of RSU Award Agreement

    provided however that all RSUs for a Participant resident in Canada must vest and be payable by December 31 of the third calendar year following the year of service for which the RSU was granted. If the Recipient’s employment or term of office or engagement with the Corporation or an Affiliate terminates prior to the vesting date, then the RSUs that are not yet vested at the Termination Date are immediately forfeited to the Corporation on the Termination Date.

  100. schedule A Form of RSU Award Agreement

    | 3. | As soon as administratively practicable following the Recipient’s vesting date under Section 2 hereof, but in no event later than: |

  101. schedule A Form of RSU Award Agreement

    | (a) 60 days following the vesting date for a Participant that is resident in the United States or; |

  102. schedule A Form of RSU Award Agreement

    | (b) the earlier of (A) 60 days following the vesting date and (B) December 31 of the third calendar year following the year of service for which the RSU was granted for a Participant that is resident in Canada, |

  103. schedule A Form of RSU Award Agreement

    the Corporation shall issue Common Shares registered in the name of the Recipient. The number of Common Shares issued shall equal the number of RSUs vested, reduced as necessary to cover applicable withholding obligations. Notwithstanding the foregoing, no fractional Common Shares will be issued pursuant to an Award granted hereunder. If, as a result of any adjustment to the number of Common Shares issuable pursuant to an Award granted hereunder pursuant to the Plan, the Recipient would be entitled to receive a fractional Common Share, the Recipient has the right to acquire only the adjusted number of full Common Shares and no payment or other adjustment will be made with respect to the fractional Common Shares so disregarded.

  104. schedule A Form of RSU Award Agreement

    | 4. | RSUs are not actual Common Shares, but rather, represent a right to receive Common Shares according to the terms and conditions set forth herein and the terms of the Plan. Accordingly, the issuance of an RSU shall |

  105. schedule A Form of RSU Award Agreement

    | not entitle the Recipient to any of the rights or benefits generally accorded to stockholders unless and until a Common Share is actually issued under Section 3 hereof. |

  106. schedule A Form of RSU Award Agreement

    | 5. | Nothing in the Plan or in this Award Agreement will affect the Corporation’s right, or that of an Affiliate, to terminate the employment or term of office or engagement of a Recipient at any time for any reason whatsoever. |

  107. schedule A Form of RSU Award Agreement

    | 6. | Each notice relating to the Award must be in writing. All notices to the Corporation must be delivered personally or by prepaid registered mail and must be addressed to the Chief Financial Officer of the Corporation with a copy to the Corporate Secretary of the Corporation. All notices to the Recipient will be addressed to the principal address of the Recipient on file with the Corporation. Either the Corporation or the Recipient may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally, on the date of delivery, and if sent by prepaid, registered mail, on the fifth Business Day following the date of mailing. Any notice given by either the Recipient or the Corporation is not binding on the recipient thereof until received. |

  108. schedule A Form of RSU Award Agreement

    | 7. | Subject to Section 6.1 of the Plan, no assignment or transfer of an Award, whether voluntary, involuntary, by operation of law or otherwise, vests any interest in or right to such Award whatsoever in any assignee or transferee (except that the Recipient may transfer an Award to Permitted Assigns), and immediately upon any assignment or transfer or any attempt to make such assignment or transfer, the Award granted hereunder terminates and is of no further force or effect. Complete details of this restriction are set out in the Plan. |

  109. schedule A Form of RSU Award Agreement

    | 8. | The Recipient 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 this Award. The Corporation may establish procedures to ensure satisfaction of all applicable Withholding Obligations arising in connection with this Award. The Recipient 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 Common Shares otherwise to be issued in payment of the RSUs; 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 Recipient or by causing the Recipient to tender a cash payment to the Corporation; or (3) selling on the Recipient’s behalf (using any brokerage firm determined acceptable to the Corporation for such purpose) a portion of the Common Shares issued in payment of the RSUs as the Corporation determines to be appropriate to generate cash proceeds sufficient to satisfy the Withholding Obligations. The Recipient shall be responsible for all brokerage fees and other costs of sale, and the Recipient 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 Common Shares if the Recipient fails to comply with the Participant’s obligations in connection with the Withholding Obligations described in this paragraph. |

  110. schedule A Form of RSU Award Agreement

    | 9. | The Recipient hereby agrees that: |

  111. schedule A Form of RSU Award Agreement

    | (a) any rule, regulation or determination, including the interpretation by the Board of the Plan, with respect to the Award granted hereunder and, if applicable, its exercise, is final and conclusive for all purposes and binding on all persons including the Corporation and the Recipient; and |

  112. schedule A Form of RSU Award Agreement

    | (b) the grant of the Award does not affect in any way the right of the Corporation or any Affiliate to terminate the employment of the Recipient. |

  113. schedule A Form of RSU Award Agreement

    | 10. | This Award Agreement has been made in and is to be construed under and in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. |

  114. schedule A Form of RSU Award Agreement

    | VISTA GOLD CORP. | | | By: | | | | Authorized Signatory |

  115. schedule A Form of RSU Award Agreement

    I have read the foregoing Award Agreement and hereby accept the Award in accordance with and subject to the terms and conditions of such Award Agreement and the Plan. I understand that I may review the complete text of the Plan by contacting the Corporate Secretary of the Corporation. I agree to be bound by the terms and conditions of the Plan governing the Award.

  116. schedule A Form of RSU Award Agreement

    | Date Accepted | Recipient’s Signature | | | Recipient’s Name (Please Print) |

  117. schedule B Form of Restricted Stock Award Agreement

    schedule B Form of Restricted Stock Award Agreement Vista Gold Corp. (the “Corporation”) hereby grants the following Award(s) to the Participant named below (herein the “Recipient”), in accordance with and subject to the terms, conditions and restrictions of this Agreement, together with the provisions of the Long Term Equity Incentive Plan (the “Plan”) of the Corporation dated May 3, 2010, and as amended May 6, 2015, May 2, 2019, and March 5, 2023: Name of Recipient: Date of Grant: Total Number of Common Shares of Restricted Stock (“Restricted Shares”): Additional terms applicable to such Award:

  118. schedule B Form of Restricted Stock Award Agreement

    | 1. | The terms and conditions of the Plan are hereby incorporated by reference as terms and conditions of this Award Agreement and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings ascribed thereto in the Plan. |

  119. schedule B Form of Restricted Stock Award Agreement

    | 2. | Subject to any acceleration in vesting as provided in the Plan or as otherwise determined in this Award Agreement, the Restricted Shares granted by this Award Agreement shall vest as follows: |

  120. schedule B Form of Restricted Stock Award Agreement

    (a)____________ Restricted Shares on ______________; (b)_______ Restricted Shares on ______________;

  121. schedule B Form of Restricted Stock Award Agreement

    | (c) _______ Restricted Shares on ______________; and |

  122. schedule B Form of Restricted Stock Award Agreement

    | (d) ____ __ Restricted Shares on ______________. |

  123. schedule B Form of Restricted Stock Award Agreement

    If the Recipient’s employment or term of office or engagement with the Corporation or an Affiliate terminates prior to the vesting date, then the Restricted Shares that are not yet vested at the Termination Date are immediately forfeited to the Corporation on the Termination Date.

  124. schedule B Form of Restricted Stock Award Agreement

    | 3. | The Recipient (or any successor in interest) shall have all stockholder rights (including voting, dividend and liquidation rights) with respect to the Restricted Shares, subject to the transfer restrictions imposed by this Agreement provided, however, that the Recipient shall have no right to cash dividends paid with respect to unvested Restricted Shares. |

  125. schedule B Form of Restricted Stock Award Agreement

    | 4. | Nothing in the Plan or in this Award Agreement will affect the Corporation’s right, or that of an Affiliate, to terminate the employment or term of office or engagement of a Recipient at any time for any reason whatsoever. |

  126. schedule B Form of Restricted Stock Award Agreement

    | 5. | Each notice relating to the Award must be in writing. All notices to the Corporation must be delivered personally or by prepaid registered mail and must be addressed to the Chief Financial Officer of the Corporation with a copy to the Corporate Secretary of the Corporation. All notices to the Recipient will be addressed to the principal address of the Recipient on file with the Corporation. Either the Corporation or the Recipient may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally, on the date of delivery, and if sent by prepaid, registered mail, on the fifth Business Day following the date of mailing. Any notice given by either the Recipient or the Corporation is not binding on the recipient thereof until received. |

  127. schedule B Form of Restricted Stock Award Agreement

    | 6. | Subject to Section 6.1 of the Plan, no assignment or transfer of an Award, whether voluntary, involuntary, by operation of law or otherwise, vests any interest in or right to such Award whatsoever in any assignee or |

  128. schedule B Form of Restricted Stock Award Agreement

    | transferee (except that the Recipient may transfer an Award to Permitted Assigns), and immediately upon any assignment or transfer or any attempt to make such assignment or transfer, the Award granted hereunder terminates and is of no further force or effect. Complete details of this restriction are set out in the Plan. The Recipient agrees that all certificates representing unvested Restricted Shares may, at the discretion of the Committee, be maintained by the Secretary of the Corporation, as custodian for such Restricted Shares (or such other person or entity acting on behalf of the Corporation at the Corporation’s offices as the Committee may designate) until such time such Restricted Shares are vested. Recipient agrees that each certificate representing unvested Restricted Shares will bear any legend required by law and a legend reading substantially as follows: |

  129. schedule B Form of Restricted Stock Award Agreement

    The securities represented by this certificate are subject to the provisions of a Restricted Stock Award Agreement dated as of _________ __, ____. None of the securities represented by this certificate may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Corporation, and no attempt to transfer the securities, whether voluntary or involuntary, by operation of law or otherwise, shall vest the purported transferee with any interest or right in or with respect to the securities.

  130. schedule B Form of Restricted Stock Award Agreement

    | 7. | The Recipient 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 this Award. The Corporation may establish procedures to ensure satisfaction of all applicable Withholding Obligations arising in connection with this Award. The Recipient 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 Restricted Shares; provided, however, that the number of the Restricted 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 compensation payable to the Recipient or by causing the Recipient to tender a cash payment to the Corporation; or (3) selling on the Recipient’s behalf (using any brokerage firm determined acceptable to the Corporation for such purpose) a portion of the Restricted Shares as the Corporation determines to be appropriate to generate cash proceeds sufficient to satisfy the Withholding Obligations. The Recipient shall be responsible for all brokerage fees and other costs of sale, and the Recipient 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 release custody of Restricted Shares if the Recipient fails to comply with the Participant’s obligations in connection with the Withholding Obligations described in this paragraph. |

  131. schedule B Form of Restricted Stock Award Agreement

    | 8. | The Recipient hereby agrees that: |

  132. schedule B Form of Restricted Stock Award Agreement

    | (a) any rule, regulation or determination, including the interpretation by the Board of the Plan, with respect to the Award granted hereunder and, if applicable, its exercise, is final and conclusive for all purposes and binding on all persons including the Corporation and the Recipient; and |

  133. schedule B Form of Restricted Stock Award Agreement

    | (b) the grant of the Award does not affect in any way the right of the Corporation or any Affiliate to terminate the employment of the Recipient. |

  134. schedule B Form of Restricted Stock Award Agreement

    | 9. | In connection with the issuance of Restricted Shares pursuant to this Award Agreement, the Recipient is permitted to make the election permitted under Section 83(b) of the Code (i.e., an election to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code notwithstanding the continuing transfer restrictions). Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Award Agreement. The Recipient should consult with his or her tax advisor to determine the advantages and disadvantages of making the election. If the Recipient makes such an election, the Recipient shall notify the Corporation of such election within ten (10) days of filing notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code. |

  135. schedule B Form of Restricted Stock Award Agreement

    | 10. | This Award Agreement has been made in and is to be construed under and in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. |

  136. schedule B Form of Restricted Stock Award Agreement

    | VISTA GOLD CORP. | | | By: | | | | Authorized Signatory |

  137. schedule B Form of Restricted Stock Award Agreement

    I have read the foregoing Award Agreement and hereby accept the Award in accordance with and subject to the terms and conditions of such Award Agreement and the Plan. I understand that I may review the complete text of the Plan by contacting the Corporate Secretary of the Corporation. I agree to be bound by the terms and conditions of the Plan governing the Award.

  138. schedule B Form of Restricted Stock Award Agreement

    | Date Accepted | Recipient’s Signature | | | Recipient’s Name (Please Print) |