ANNUAL REPORT TO
SHAREHOLDERS
2012
TABLE OF CONTENTS
LETTER FROM THE CHAIRMAN AND THE PRESIDENT ..................................................... 1
OUR MANAGEMENT TEAM ...................................................................................................... 4
ADDITIONAL INFORMATION ................................................................................................... 9
ATTACHMENTS: ANNUAL REPORT ON FORM 10-K
LETTER FROM THE CHAIRMAN AND THE PRESIDENT
Dear Fellow Shareholder:
We are excited to report that the business and operating initiatives we commenced in
2010 resulted in significant value to Vista in 2011 and, perhaps more importantly, built
positive momentum and opportunity for 2012. First, we successfully monetized our
Yellow Pine gold project by contributing this property to Midas Gold Inc. in exchange
for a 35% interest (on a fully diluted basis immediately following the completion of the
transaction) in Midas Gold Corp. (“Midas”), now a publicly traded company. Second,
following the release of the January 2011 Preliminary Feasibility Study for the Mt. Todd
gold project, we completed a drilling program that resulted in exciting growth of the
estimated mineral resources at the project. Finally, in early 2012, we signed an
agreement on the Concordia gold project that we believe will reduce the amount of time
needed to obtain permits and limit risks associated with obtaining financing for the
Concordia gold project.
Following the initial Letter of Intent with Midas Gold Inc. to combine our properties in
Idaho in December 2010, we successfully reached a definitive agreement with Midas in
late February. We worked with Midas' management to list the new company, Midas, on
the Toronto Stock Exchange, which was accomplished by way of an initial public
offering (“IPO”) of common shares in the capital of Midas. Midas has undertaken a
major exploration program and commenced various technical studies to evaluate the
future development potential of the combined properties in the Yellow Pine-Stibnite
district. Midas has announced that the results of new resource estimates and a Preliminary
Economic Assessment of the potential development of a project in the district are
expected during 2012.
A positive Preliminary Feasibility Study for a nominal 30,000 tonnes per day plan at the
Mt. Todd gold project was completed. After the study was announced, we immediately
commenced work on a definitive feasibility study (a “DFS”). We had planned to
complete this study by the end of 2011, but as new information was being generated that
would improve the project, we decided to defer completion until 2012. During 2010 and
2011, we also completed an additional 8,610 meters of drilling on the Batman deposit and
employed these results to prepare an updated estimate of mineral resources. As reported
on September 6, 2011, this increased the estimated mineral resources at the project. We
continued to advance permitting for the development of the Mt. Todd gold project
commencing with the filing of the Notice of Intent, which is the first step in the
permitting process. The permitting has advanced well and we expect to complete the
process by November 2012. In March 2012, we announced that we have accelerated our
plans to develop the Mt. Todd gold project in anticipation of a positive DFS and have
commenced a search for the project’s General Manager, who will be based in the
Northern Territory. We value the strong support of our major stakeholders and look
forward to releasing a positive DFS shortly.
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Based on the results of the Mt. Todd gold project feasibility study mine plans, and after a
thorough review of the existing resource model, we are conducting additional drilling
with the goal of converting estimated inferred resources just below the limits of the
feasibility study pit. We plan to incorporate the results of a new mineral resource
estimate, an evaluation of a larger plant (nominal 40-45,000 tonnes per day) and results
of metallurgical testing on the existing heap leach into an updated DFS late in the 3rd
quarter of 2012. We expect that this updated DFS and the receipt of permits for the
project will mark the beginning of activities leading to commencement of construction.
Permitting work continued at the Concordia gold project and progress was made in
acquiring some important land rights necessary for the project. Over the past few years as
we encountered delays in the permitting process, it became obvious to us that
participation of a suitable Mexican partner in the project would considerably aid and
possibly accelerate the process. On February 7, 2012, we announced an agreement with
Invecture Group S.A de C.V. ("Invecture"), a privately held company with existing
mining activities in Mexico and whose shareholders include groups with significant and
successful business interests in Mexico and the Americas, including expertise in finance
and communications. We believe the agreement with Invecture will expedite the
permitting process and will limit risks associated with obtaining financing for the
Concordia gold project.
In June, we commenced field mapping and surface sampling at the Guadalupe de los
Reyes gold/silver project in Sinaloa, Mexico. Based on the results of this successful
program, we applied for, and received, permits for a drilling program. We have two drill
rigs operating and are focused on confirming the previous drilling results in preparation
for completing a preliminary economic assessment, obtaining core for metallurgical
testing and testing our hypothesis that the district hosts a series of veins located below the
near surface stockwork that is the host for the presently estimated mineral resources.
Drilling started in early November and is planned to continue through most of 2012.
We added two professionals to our senior management team. John Rozelle (an economic
geologist) joined us as Vice President, Technical Services and Tim Barnett (a
metallurgist) was appointed Vice President, Project Development. Both John and Tim
are experienced professionals who will help us advance our projects and achieve our goal
of becoming a producing company.
In April, we took advantage of a window of opportunity and completed a public offering
of 9,000,000 of our common shares for $29 million at a price of $3.43 per share. We
significantly outperformed our peers and completed the year with share price growth of
22.8%. We have seen a shift in the shareholder base and now report that our shares are
held approximately 50% by institutional investors and 50% by retail investors.
Additionally, from July 2011 to January 2012, analyst research coverage was initiated by
four new analysts, bringing the total number of analysts providing such coverage to six.
In August 2011, Mike Richings announced his intention to retire at year's end to the
Board of Directors. Previously discussed succession plans were implemented, leading to
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the appointment of Fred Earnest as CEO of Vista. At the request of the Board, Mike will
continue his involvement with the Corporation as Chairman of the Board.
It has been our pleasure to work for you, together with our excellent team at Vista, as we
continue to strive for the achievement of our corporate objectives. This past year has
been particularly rewarding in that we outperformed many of our peers and created the
momentum to continue our success in building value for shareholders as we execute our
2012 business plan.
Sincerely,
___________________________
Michael B. Richings
Chairman
___________________________
Frederick H. Earnest
President & CEO
March 23, 2012
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OUR MANAGEMENT TEAM
OFFICERS
Frederick H. Earnest
President, Chief Executive Officer and Director
Mr. Earnest has served as President and Chief Executive Officer of the Corporation since
January, 2012. From August 2007 to January 2012, Mr. Earnest served as President and
Chief Operating Officer of the Corporation and from September 2006 to August 2007,
Mr. Earnest served as Senior Vice President, Project Development of the Corporation.
Mr. Earnest has been a director of Midas Gold Corp. since April 2011. In addition, he
served as President of Pacific Rim El Salvador, S.A. de C.V., a mining company, from
June 2004 to September 2006, and as General Manager and Legal Representative of
Compañía Minera Dayton, a mining company, from April 1998 to June 2004 (both
companies were subsidiaries of Pacific Rim Mining Corp.). He earned a Bachelor of
Science Degree in Mining Engineering from the Colorado School of Mines in 1987. Mr.
Earnest has been a director of the Corporation since November 6, 2007.
Terri L. Eggert
Interim Chief Financial Officer
Ms. Eggert is currently serving as our Interim Chief Financial Officer after having
assisted us with our first quarter 2011 public reporting and certain other financial
functions. Since September 2010, Ms. Eggert has been providing critical financing and
reporting services to various Colorado-based entities in their efforts to raise capital and
complete business combinations. Previously, she served as Vice President of Finance
from September 2009 to August 2010 and as Chief Accounting Officer from March 2010
to August 2010 for Cloud Peak Energy, Inc., the third largest producer of coal in the
U.S. Prior to that, she served as Assistant Controller from January 2007 until July 2009
for Ball Corporation, a supplier of high-quality metal and plastic packaging for beverage,
food and household products customers, and of aerospace and other technologies and
services. Prior to that, Ms. Eggert worked for Molson Coors Brewing Company as its
Director of Accounting Processes from June 2001 until January 2007, as its Director of
Corporate Accounting from June 1997 through June 2001 and as its Manager of
Technical Accounting from December 1996 until June 1997. Ms. Eggert worked for the
accounting firms Deloitte & Touche and KPMG prior to joining Molson Coors Brewing
Company. Ms. Eggert received her Bachelor of Science degree in accounting from the
University of Wyoming and is a certified public accountant.
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SENIOR STAFF
Frank K. Fenne
Vice President of Exploration
Mr. Fenne joined Vista as Vice President Exploration in 2008. Mr. Fenne has over 25
years of exploration, project development, and mine operations experience. He was most
recently Manager of Technical Services for Kinross Gold Corporation at their Round
Mountain Gold Operation. He has previously worked for Union Carbide, Cyprus Mines,
Atlas Precious Metals and Echo Bay Mines with international experience in Mexico and
the Philippines. Mr. Fenne holds a B.S. in Geology from the University of California and
a M.S. in Geology from the University of Idaho and is a Professional Geologist registered
in the State of Idaho.
John W. Rozelle
Vice President of Technical Services
Mr. Rozelle joined Vista as Vice President of Technical Services in May 2011. Prior to
joining Vista, Mr. Rozelle has more than 33 years of experience in the minerals industry
as an economic geologist. Mr. Rozelle was most recently the Manager of the Mineral
Resource Division of Tetra Tech Inc. located in its Golden, Colorado office and was
instrumental in developing the traditional mining consulting practice for that
company. Mr. Rozelle has a M.Sc. in Geochemistry from the Colorado School of Mines
and a B.A. in geology from the State University of New York at Plattsburg and is a
Professional Geologist registered in Wyoming and a Certified Professional Geologist
with the American Institute of Professional Geologists. Mr. Rozelle has extensive
experience with mineral resource and reserve estimation, property evaluation and
feasibility studies.
Tim S. Barnett
Vice President of Project Development
Mr. Barnett joined Vista as Vice President of Project Development in October 2011. Mr.
Barnett is a metallurgist with over 30 years of experience in the mining industry. He
started his career in process plant operations and has worked for the last 15 years in
project construction, construction management and process plant commissioning. He has
had direct involvement in the following projects: Mulatos and El Sauzal gold projects in
Mexico, Phoenix gold project in Nevada, Kensington gold project in Alaska, San
Bartolome gold-silver and San Cristobal silver projects in Bolivia, Tintaya copper project
in Peru, Bingham Canyon copper project in Utah, and the Whyalla and Skardon River
projects in Australia. Mr. Barnett holds a B.S. in Metallurgical Engineering from Corllins
University.
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Hector A. Araya
Vice President and General Manager of the Concordia gold project
Hector A. Araya joined the Company as Vice President and General Manager of the
Concordia gold project in May 2010. Mr. Araya is an experienced mining executive and a
mining engineer with post-graduate studies in Mineral Economics and in Environmental
Engineering. He has been responsible for the development, start-up and operation of a
number of mining operations in Latin America, including the Petorca and Fachinal mines
in Chile; the Pimenton gold mine in Central Chile; the El Callao project in Bolivar state,
Venezuela; and he has also worked in the corporate offices of Hochschild Mining P.L.C.
DIRECTORS
Michael B. Richings
Chairman of the Board
Mr. Richings has served as the Chairman of the Board since January 2012. Mr. Richings
has been a director of Midas Gold Corp. since April 2011. From November 2007 to
January 2012, Mr. Richings served as the Corporation’s Executive Chairman and Chief
Executive Officer. Previously, Mr. Richings was a director of Allied Nevada Gold Corp.
from September 2006 to June 2009, a director of Zaruma Resources Inc. from November
2005 to June 2009 and a director of Triumph Gold Corp. from January 2004 to November
2006. In addition, Mr. Richings served as Chief Executive Officer of the Corporation
from August 2007 to November 2007, and as President and Chief Executive Officer of
the Corporation from May 2004 until July 2007. From June 1995 to September 2000, he
served as President and Chief Executive Officer of the Corporation, and during the period
from September 2000 to May 2004, Mr. Richings retired from his position as Chief
Executive Officer of the Corporation (but he continued as a director of the Corporation
and served as a consultant to the mining industry). He was awarded an Associateship of
the Camborne School of Mines in 1969, and he earned his Master of Science Degree
from Queen’s University in 1971. Mr. Richings has been a director of the Corporation
since May 1, 1995.
Nicole S. Adshead-Bell
Director
Dr. Adshead-Bell has served as a director of the Corporation since August 2011. She has
over 14 years of experience in the mining/exploration and finance industries working as a
geologist, analyst and investment banker. Dr. Adshead-Bell is currently the President of
Cupel Advisory Corp. a private company providing advisory services for
mining/exploration companies and investment funds, and serves as a director of Silver
Bull Resources Inc. She was previously Managing Director, Investment Banking at
Haywood Securities Inc. (from 2007 to 2010). Prior to joining Haywood she was a
mining analyst with Dundee Securities Corporation and Sun Valley Gold LLC. She
worked as consultant geologist for Australian and Canadian companies between 1995 and
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2003. Dr. Adshead-Bell was awarded a Ph.D. in geology from James Cook University,
Queensland, Australia in 2000.
John M. Clark
Director
Mr. Clark is the President of Investment and Technical Management Corp., a firm
engaged in corporate finance and merchant banking, since February 1999. Mr. Clark is
also currently a director of APIC Petroleum Corporation, Zephyr Minerals Ltd. and
Crown Point Ventures Ltd. He served as Chief Financial Officer and a director of Polaris
Geothermal Inc. from June 2004 to October 2009, and as a director of Thunder Energy
Inc. and Alberta Clipper Inc. and a trustee of Thunder Energy Trust. Mr. Clark is a
member of the audit committee for APIC Petroleum Corporation and Chairman of the
audit committee for Crown Point Ventures Ltd. He 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 the Chair of the Corporation’s Audit Committee and a member of the
Corporation’s Compensation and Corporate Governance Committees. He has been a
director of the Corporation since May 18, 2001.
W. Durand Eppler
Director
Mr. Eppler is the founding partner of Sierra Partners, LLC, a private resources investment
and advisory firm. Mr. Eppler is currently a director of Augusta Resource Corporation,
Golden Minerals Company, Plata Latina Minerals Corporation and Frontier Mining
Limited. Previously, Mr. Eppler was a director of Allied Nevada Gold Corp. from March
2007 to June 2009, Chairman and a director of NEMI Northern Energy & Mining Inc.
from March 2007 to March 2009, Chief Executive Officer and a director of Coal
International plc, a coal mining and development company, from July 2005 until August
2008, and Vice President of Newmont Mining Corporation, a gold mining company,
from 1995 until November 2004, serving as Vice President of Corporate Development
from January 2001 to March 2002, and subsequently as Vice President of Newmont
Capital, Ltd., the merchant banking arm of Newmont Mining Corporation, from April
2002 to August 2004. Mr. Eppler is a member of the audit committee for Augusta
Resource Corporation and Golden Minerals Company. In addition, for the last 31 years
Mr. Eppler has been a member of the Society of Mining Engineers of the American
Institute of Mining, Metallurgical and Petroleum Engineers A.I.M.E., and he has been a
member of the Global Leadership Council for the College of Business at Colorado State
University since 2001. He graduated from Middlebury College in 1975 with a Bachelor
of Arts Degree in Geography and Religion, and he received his Master of Science Degree
in Mineral Economics from the Colorado School of Mines in 1977. Mr. Eppler is
currently the Chair of the Corporation’s Compensation Committee and a member of the
Corporation’s Corporate Governance Committee. He has been a director of the
Corporation since October 13, 2004.
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C. Thomas Ogryzlo
Director
Mr. Ogryzlo served as President and Chief Executive Officer of Polaris Energy Corp., a
renewable energy company, from May 2000 until his retirement in December 2010. In
addition, from June 2011 to December 2011, Mr. Ogryzlo served as Interim CEO of Aura
Minerals Inc. He is currently a director of Aura Minerals Inc. and Baja Mining Corp.
Previously, he served as President, Chief Executive Officer and a director of Polaris
Geothermal Inc., a TSX listed renewable energy company, from June 2004 to October
2009, as a director of Tiomin Resources Inc. from September 1995 to December 2008,
and as a director and Non-Executive Chairman of Birim Goldfields Inc. from August
2001 to February 2008. Furthermore, he served as President and Chief Executive Officer
of Canatec Development Corporation, a resource management company, from January
2000 to 2003, and as President and Chief Executive Officer of Black Hawk Mining Inc.
and its subsidiary Triton Mining Corporation, both gold mining companies, from July
1997 to January 2000. Mr. Ogryzlo is a member of the Advisory Committee of the
Osisko/Clifton Star Joint Venture Exploration Program for the Duparquet gold project.
He earned his Bachelor of Mechanical Engineering Degree from McGill University in
1961, and his designation as a Professional Engineer from the Professional Engineers of
Ontario in 1966. Mr. Ogryzlo is currently the Chair of the Corporation’s Corporate
Governance Committee and a member of the Corporation’s Compensation and Audit
Committees. Mr. Ogryzlo has been a director of the Corporation since March 8, 1996.
Tracy A. Stevenson
Director
Mr. Stevenson has served as a director of Quaterra Resources Inc. since July 2007, and as
its Non-Executive Chairman since February 2008. He is currently a director of Ivanhoe
Mines Ltd. Mr. Stevenson is also a founding member of Bedrock Resources, LLC, a
private resources financial advisory firm, since 2010 and SOS Investors LLC, a private
resources investment firm since 2008. Previously, Mr. Stevenson served as Global Head
of Information Systems at Rio Tinto PLC, a major global mining company, from
February 2006 to May 2007, and as Global Head of Business Process Improvement at
Rio Tinto PLC from December 2000 to January 2006. In addition, he served as
Executive Vice President, Chief Financial Officer and a director of Comalco Ltd. from
1997 to 2000, and as Chief Financial Officer and a director of Kennecott Corporation
from 1993 to 1997. Mr. Stevenson graduated Magna Cum Laude with a Bachelor of
Science Degree in Accounting from the University of Utah in 1977, and he earned his
designation as a Certified Public Accountant in the State of Utah in 1978. Mr. Stevenson
is currently a member of the Corporation’s Audit, Compensation and Corporate
Governance Committees. He has been a director of the Corporation since November 6,
2007.
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ADDITIONAL INFORMATION
The Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011,
as filed with the United States Securities and Exchange Commission, is fully reproduced
in this Annual Report to Shareholders. You may obtain additional copies of the
Annual Report on Form 10-K, including the financial statements and schedules but
without exhibits, by writing to the Corporation at Suite 5 - 7961 Shaffer Parkway,
Littleton, Colorado, USA 80127 or by email at ir@vistagold.com. The Corporation
will provide these documents free of charge to shareholders of the Corporation. If
requested, the Corporation will provide copies of the exhibits for a reasonable fee. The
Corporation may require the payment of a reasonable charge from any person or
corporation who is not a shareholder of the Corporation and who requests a copy of any
such documents. Financial information relating to the Corporation is provided in the
Corporation’s consolidated financial statements and management’s discussion and
analysis for its most recently completed financial year. Additional information relating to
the Company is available electronically on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov.
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The Chairman and President’s letter contains forward-looking statements within the meaning of the U.S. Securities Act of 1933 and
U.S. Securities Exchange Act of 1934 and forward-looking information within the meaning of Canadian securities laws. All
statements, other than statements of historical facts, included in this letter that address activities, events or developments that Vista
Gold Corp. expects or anticipates will or may occur in the future, including such things as plans, timing and completion of the new
resource estimate and the preliminary economic assessment by Midas, expected timing and completion of permitting at the Mt. Todd
gold project, expected timing and completion of a definitive feasibility study at the Mt. Todd gold project, the expected inclusion in the
definitive feasibility study of an updated resource estimate, additional drilling results, a larger plant, and new metallurgical testing,
expected results of the definitive feasibility study and receipt of permits at Mt. Todd leading to activities for commencement of
construction of the project, the performance and results of technical studies including the preliminary feasibility studies for the Mt.
Todd gold project, mineral resource and reserve estimates and anticipation conversion of inferred mineral resources, the agreement
with Invecture at the Concordia project leading to expedited permitting and limiting the risks associated with financing the project,
timing and completion of drilling at the Guadalupe de los Reyes gold/silver project, preparation for completing a preliminary
economic assessment, obtaining core for metallurgical testing and testing the hypothesis that the district hosts a series of veins
located below the near surface stockwork that is the host for the presently estimated mineral resources at the Guadalupe de los Reyes
gold/silver project and other such matters are forward-looking statements and forward-looking information. When used in this letter,
the words “will”, “estimate”, “plan”, “anticipate”, “expect”, “target”, “intend”, “believe” and similar expressions are intended to
identify forward-looking statements and forward-looking information. These statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance or achievements of Vista to be materially different
from any future results, performance or achievements expressed or implied by such statements. Such factors include, among
others, feasibility study results and preliminary feasibility study results and the estimates on which they are based, economic
viability of a deposit, delays in the expected resource estimate and preliminary economic assessment by Midas, risks related to
Midas not being controlled by the Company, , , risks related to Invecture completing the permitting process at the Concordia
project, risks related to future financing of the Concordia gold project, risks related to the timing, completion and results of a
definitive feasibility study at the Mt. Todd gold project, political and timing risks regarding obtaining permits at the Mt. Todd gold
project, risks related to conversion of inferred mineral resources at the Mt. Todd gold project ; risks related to the potential at the
Guadalupe de los Reyes gold/silver project, risks related to the timing and completion of the field program, preparation for
completing a preliminary economic assessment, and obtaining core for metallurgical testing at Guadalupe de los Reyes, , as well
as those factors discussed in Vista’s latest Annual Report on Form 10-K and other documents filed with the U.S. Securities and
Exchange Commission and Canadian securities regulatory authorities. Although Vista has attempted to identify important factors
that could cause actual results to differ materially from those described in forward-looking statements and forward-looking
information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance
that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such
statements. Except as required by law, Vista assumes no obligation to publicly update any forward-looking statements or forwardlooking information, whether as a result of new information, future events or otherwise.
Cautionary Note to U.S. Investors concerning estimates of reserves and resources: All mineral reserves and resources have been
estimated in accordance with the definition standards on mineral resources and mineral reserves of the Canadian Institute of Mining,
Metallurgy and Petroleum referred to in Canadian National Instrument 43-101, commonly referred to as NI 43-101. U.S. reporting
requirements for disclosure of mineral properties are governed by the United States Securities and Exchange Commission (“SEC”)
Industry Guide 7. Canadian NI 43-101 and Guide 7 standards are substantially different and the information contained in the
Chairman and President’s letter and the documents referenced in the letter are not comparable to similar information disclosed by
U.S. companies under Guide 7. The letter and the documents referenced in the letter use the terms “proven and probable reserves.”
as defined under NI 43-101. Such definitions differ from the definitions in Guide 7. Under Guide 7 standards, a "final" or "bankable"
feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to
designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. The
documents referenced in this letter also use the terms “measured,” “indicated,” and “inferred” resources. We advise investors that
while those terms are recognized and required by Canadian regulations, the SEC does not recognize them. Mineral resources are not
mineral reserves and do not have demonstrated economic viability. The SEC normally only permits issuers to report mineralization
that does not constitute Guide 7 compliant "reserves" as in-place tonnage and grade without reference to unit measures. The
references to “contained ounces” in the letter are not normally permitted under the rules of the SEC. Inferred mineral resources are
considered too speculative geologically to have economic considerations applied to them that enable them to be categorized as
mineral reserves. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher
category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility
studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is
economically or legally minable. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these
categories will ever be converted into Guide 7 compliant reserves. Accordingly, disclosure in the letter and in the documents
referenced in the letter may not be comparable to information from U.S. companies subject to the reporting and disclosure
requirements of the SEC.
John W. Rozelle, VP and PG, the Vice President, Technical Services of Vista Gold Corp., a qualified person under Canadian National
Instrument 43-101, approved the scientific and technical disclosure in this letter.
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