Mr. Fred Earnest reports

VISTA GOLD CORP. ANNOUNCES $20 MILLION ROYALTY WITH WHEATON PRECIOUS METALS CORP. ON MT TODD

Vista Gold Corp.'s wholly owned subsidiary Vista Gold Australia Pty. Ltd. has entered into a royalty agreement with an affiliate of Wheaton Precious Metals Corp. dated Dec. 13, 2023, in relation to the company's Mt Todd gold project located in Northern Territory, Australia. All dollar amounts in this news release are in U.S. dollars.

Pursuant to the terms of the royalty agreement, Vista Australia granted Wheaton a royalty in the amount of 1-per-cent of gross revenue from the sale or disposition of minerals from the project, subject to adjustments in certain circumstances. In consideration for the royalty, Wheaton will provide Vista with $20-million to advance Mt Todd and for general corporate purposes. The transaction is subject to approval from the Australian government Foreign Investment Review Board (FIRB). Wheaton has also been granted a right of first refusal on any royalties, streams or prepays pertaining to Mt Todd.

Fred Earnest, president and chief executive officer of Vista, commented: "We are pleased with the commitment by Wheaton to enter into this significant funding agreement. This funding provides Vista with the opportunity to demonstrate a development strategy for Mt Todd that requires substantially lower initial capital investment and maintains high returns through staged development."

"Wheaton is pleased to partner with Vista Australia in advancing the development of Mt Todd, which stands as one of the largest undeveloped gold projects in Australia," said Randy Smallwood, Wheaton's president and chief executive officer. "With the successful acquisition of all major operating and environmental permits, we believe Mt Todd represents a significantly derisked, advanced development-stage gold project that we welcome into our global portfolio."

Transaction overview

The royalty agreement provides for Vista Australia to receive a total of $20-million in three instalments. The first instalment of $3-million is expected to be received by Dec. 31, 2023. A second instalment of $7-million is expected to be received upon receipt of FIRB approval and registration of security interests. The final instalment of $10-million is to be received six months from the date of the first instalment providing Vista Australia has commenced a drilling program at Mt Todd. Each instalment is subject to other customary conditions, representations and warranties.

The royalty is at a rate of 1 per cent of gross revenue from the project if the completion objectives for the project are achieved by April 1, 2028. Thereafter, the royalty shall increase annually at a rate of up to 0.13 per cent to a maximum royalty rate of 2 per cent. Any annual increases after April 1, 2028, shall be reduced on a pro rata basis to the extent that Mt Todd has initiated operations but has yet to achieve the agreed completion objectives.

The royalty rate, the annual increase percentage and maximum royalty rate can each be reduced by one-third upon the occurrence of one of the following events: (i) a change of control of Vista Australia occurs prior to April 1, 2028, and Vista Australia provides timely notice and payment to Wheaton of certain amounts; or (ii) payment to Wheaton of the applicable royalty associated with Vista Australia delivering 3.47 million gold ounces to a third party.

About Vista Gold Corp.

Vista is a gold project developer. The company's flagship asset is the Mt Todd gold project located in the mining-friendly jurisdiction of Northern Territory, Australia. Situated approximately 250 kilometres southeast of Darwin, Mt Todd is one of the largest and most advanced undeveloped gold projects in Australia and has the potential to be one of the top five gold producers in Australia. All major environmental and operating permits necessary to initiate development of Mt Todd are in place.

Mt Todd benefits from its location in a leading mining jurisdiction and demonstrates multiple opportunities to add value through growth of mineral resources, staged development, and other value-adding and derisking activities.

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