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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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SCHEDULE 14A INFORMATION

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Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. ___)

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[x]Filed by the Registrant

[  ]Filed by a Party other than the Registrant

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Check the appropriate box:

[  ]Preliminary Proxy Statement

[  ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[x]Definitive Proxy Statement

[  ]Definitive Additional Materials

[  ]Soliciting Material Pursuant to §240.14a-12

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VISTA GOLD CORP.

(Name of Registrant As Specified In Its Charter)

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NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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Payment of Filing Fee (Check the appropriate box):

[x]No fee required.

[  ]Fee paid previously with preliminary materials.

[  ]Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)Title of each class of securities to which transaction applies:

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(2)Aggregate number of securities to which transaction applies:

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(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

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(4)Proposed maximum aggregate value of transaction:

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(5)Total fee paid:

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[  ]Fee paid previously with preliminary materials.

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(4)Date Filed:

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VISTA GOLD CORP.

NOTICE OF MEETING
AND
MANAGEMENT INFORMATION
AND PROXY CIRCULAR

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for the

Annual General and Special Meeting of Shareholders

to be held on

April 29, 202127, 2023

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The attached Notice of Meeting, Management Information and Proxy Circular and formForm of proxyProxy and notes thereto for the annual general and special meeting of Vista Gold Corp. (the “Corporation”) are first being made available to shareholders of the Corporation on or about March 18, 2021.17, 2023.

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March 18, 202117, 2023

Dear shareholder:Shareholder:

It is my pleasure to invite you to attend the 2021 annual general2023 Annual General and special meetingSpecial Meeting of shareholders (“Meeting”of Vista Gold Corp. (the “Meeting”) to be held on April 29, 202127, 2023 at 10:00 a.m., MDT, via live teleconferencePDT, at the following numbers: Toll-free +1 (888) 378-4413 or International +1 (647) 792-1280. Please reference conference call ID 5852561. Dueoffices of Borden Ladner Gervais LLP, Suite 1200, 200 Burrard Street, Vancouver, British Columbia. If you are unable to the ongoing public health impact of the coronavirus pandemic (“COVID-19”) and to support the health, well-being and safety of its shareholders, employees and communities,attend the Meeting with be held via conference call only with no physical in-person meeting, excluding a few members of management. In addition to conference call attendance, shareholders will be able to listen to all portions of the Meeting, participate in a question and answer session with Management and vote their shares virtually at the time of the Meeting.

It is strongly recommended that youperson, please complete, date, sign and returndeliver the enclosed proxy card before April 27^th, 2021Form of Proxy by the date and time set out in the Notice of Meeting to ensure that your shares will be represented at the Meeting.vote is counted.

The Notice of Meeting, Management Information and Proxy Circular and formForm of proxyProxy and notes thereto for the Meeting are enclosed. These documents contain important information and I encourage you to read them carefully.

Yours truly,

/s/ Frederick H. Earnest

FREDERICK H. EARNEST

President and Chief Executive Officer

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VISTA GOLD CORP.

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN THAT the 20212023 annual general and special meeting (the “Meeting”) of the shareholders (the “Shareholders”) of Vista Gold Corp. (the “Corporation”) will be held at the offices of Borden Ladner Gervais LLP, Suite 1200, 200 Burrard Street, Vancouver, British Columbia on April 29, 202127, 2023 at 10:00 a.m., MDT, via live teleconference at the following numbers: Toll-free +1 (888) 378-4413 or International +1 (647) 792-1280 (Conference ID 5852561)PDT, for the following purposes:

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Being made available along with this Notice of Meeting are (1) the Information Circular; (2) a formForm of proxyProxy and notes thereto; and (3) the Corporation’s Annual Report on Form 10-K.

The Board has fixed March 11, 2021,10, 2023, as the record date for the Meeting.

Due to the ongoing public health impact of the coronavirus pandemic and to support the health, well-being and safety of its shareholders, employees and communities, the Meeting with be held via conference call only with no physical in-person meeting, excluding a few members of management. Shareholders and duly-appointed proxyholders, regardless of geographic location, will have an equal opportunity to participate at the Meetings through teleconference as they would at a physical meeting, provided they remain connected on the telephone at all times during the Meeting.

Registered shareholders and duly-appointed proxyholders will be able to listen to the Meeting and to ask questions when prompted while the Meeting is being held, and to submit their votes at the Meeting. It is the responsibility of shareholders to ensure connectivity for the duration of the Meeting. We encourage shareholders currently planning to participate in the Meeting to submit their votes or form of proxy in advance so that their votes will be counted in the event of technical difficulties.

In order to be permitted to vote or ask questions at the Meeting, it is recommended that registered shareholders and duly-appointed proxyholders register by 9:45 a.m. MDT at Toll-free +1 (888) 378-4413 or International +1 (647) 792-1280. Please reference conference call ID 5852561. Callers will speak to an operator who will place them in the Meeting and provide instructions to those registered shareholders and duly-appointed proxyholders who wish to vote their shares during the Meeting. In order to allow time for the tabulation of votes cast during the Meeting, the voting results will be announced via press release and a report of voting results, which will be filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml following the applicable Meeting.

If you are a registered shareholderShareholder of the Corporation and are unable to attend the teleconference Meeting in person, please date and execute the accompanying formForm of proxyProxy for the Meeting and deposit it with Broadridge by mail at 51 Mercedes Way, Edgewood, NY 11717, Attention: Processing, or vote by telephone at 1-800-690-6903 or online at www.proxyvote.com before 10:00 a.m., MDT,PDT, on April 27, 2021,25, 2023, or no later than 48 hours (excluding Saturdays,

DATED at Littleton, Colorado, this 1817^th day of March, 2021.2023.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Frederick H. Earnest

FREDERICK H. EARNEST

President and Chief Executive Officer

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TABLE OF CONTENTS

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MANAGEMENT INFORMATION AND PROXY CIRCULAR

This Management Information and Proxy Circular (“Information Circular”) is furnished in connection with the solicitation by the management and the Board of Directors (the “Board”) of Vista Gold Corp. (the “Corporation”) of proxies to be voted at the annual general and special meeting (the “Meeting”) of the shareholders of the Corporation (“Shareholders”) to be held at the offices of Borden Ladner Gervais, Suite 1200, 200 Burrard Street, Vancouver, British Columbiaon April 29, 202127, 2023 at 10:00 a.m., MDT, via live teleconference at the following numbers: Toll-free +1 (888) 378-4413 or International +1 (647) 792-1280 (Conference ID 5852561)PDT, for the purposes set forth in the accompanying Notice of Meeting. Due to the ongoing public health impact of the coronavirus pandemic (“COVID-19”) and to support the health, well-being and safety of its shareholders, employees and communities, the Meeting with be held via conference call only with no physical in-person meeting, excluding a few members of management.

All persons, entitled to participate in the Meeting, will be able to listen to the Meeting and to ask questions when prompted while the Meeting is being held, and to submit their votes, as applicable. However, we encourage you to vote completing the enclosed form of proxy in accordance with the instructions herein to ensure your vote is counted.

In order to be permitted to vote or ask questions at the Meeting, it is recommended that registered shareholders and duly-appointed proxyholders register by 9:45 a.m. MDT at Toll-free +1 (888) 378-4413 or International +1 (647) 792-1280. Please reference conference call ID 5852561. Callers will speak to an operator who will place them in the Meeting and provide instructions to those registered shareholders and duly-appointed proxyholders who wish to vote their shares during the Meeting.

Furthermore, all such persons attending the teleconference will be able to participate in a question and answer session with Management subsequent to the Meeting.

It is anticipated that this Information Circular and the accompanying formForm of proxyProxy will be first made available to Shareholders on or about March 18, 2021.17, 2023. Unless otherwise stated, the information contained in this Information Circular is given as at March 11, 2021.10, 2023.

The executive office of the Corporation is located at 7961 Shaffer Parkway, Suite 5, Littleton, Colorado, USA, 80127 and its telephone number is (720) 981-1185. The registered and records office of the Corporation is located at 1200-200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6.

All references to currency in this Information Circular are in United States dollars, unless otherwise indicated. References to “C$” refer to Canadian dollars.

Information regarding the proxies solicited by management and the Board in connection with the Meeting is set out in the section below under the heading “Information About Proxies”.

Important Notice Regarding the Availability of Proxy Materials for the Meeting to be Held on April 29, 202127, 2023

Under rules adopted by the United States Securities and Exchange Commission (the “SEC”) and applicable Canadian securities commissions, we are furnishing proxy materials on the internet pursuant to the “notice and access” rules. Instructions on how to access and review the proxy materials, which include this Information Circular, our Annual Report on Form 10-K and the accompanying formForm of proxy,Proxy, can be found on the notice and access card sent to Shareholders by the Corporation or in the voting instructions form you receive from your intermediary. These materials, as well as directions for attending and voting at the Meeting, can also be accessed on the Internet at www.proxyvote.com.www.proxyvote.com.

The Corporation will provide to any Shareholder, upon request, one copy of any of the following documents:

and management’s discussion and analysis for its most recently completed financialfiscal year which are contained in its Annual Report on Form 10-K. Additional information relating to the Corporation is available electronically on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml.

Particulars of Matters to be Acted Upon

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). Mr. Michael Richings, Chair of the Board and Mr. Thomas Ogryzlo, director have announced their intent to retire as of the date of the Meeting and will not be standing for election at the Meeting. The following areCorporation wishes to thank Mr. Richings and Mr. Ogryzlo for their dedication and guidance to Vista. Effective as of the Corporation’s sevencurrentconclusion of the Meeting, the Board has resolved to set the number of directors of the Corporation at five directors. The Board proposes to nominate each of its currentthe following five incumbent directors for election as a director of the Corporation.

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The following current directors of the Corporation will not stand for re-election at the Meeting:

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The information as to the residence and principal occupation of the nominees listed in the above table is not within the knowledge of the management of the Corporation and has been furnished by the individual nominees as of March 11, 2021.10, 2023.

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 charttable above, Mr. Clark is the Chair of the auditcorporate 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

demonstrated both integrity and high ethical standards in his business dealings and personal affairs to date, qualities which a person must possess under the Mandate of the Board (attached as Appendix “B” to this Information Circular) in order to be considered for nomination and election to the Board.

Frederick H. Earnest, B.Sc., President, Chief Executive Officer and Director. For a full list of recent positions held by Mr. Earnest, please refer to the charttable 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, EnvironmentEnvironmental 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 makes him an invaluable member of management. He understands the technical, economic, and social aspects of the Corporation’s coreMt Todd gold project and has contributed significantly to the advancement of the Mt Todd gold project. In addition, Mr. Earnest has considerable international executive and senior management experience in the development and operation of gold mines. He is also fluent in Spanish. Mr. Earnest relates well to government and stakeholder leaders in the jurisdictionsjurisdiction where our projects arecore project is located. Management believes that his continued involvement in the execution of the Corporation’s business plan and strategies to realize greater value from Mt Todd will lead to increased Shareholder value. Furthermore, Mr. Earnest has demonstrated both integrity and high ethical standards in his business dealings and personal affairs to date, qualities which a person must possess under the Mandate of the Board (attached as Appendix “B” to this Information Circular) in order to be considered for nomination and election to the Board.

W. Durand Eppler, B.A., M.S., Director. In addition to the roles outlined in the charttable above, Mr. Eppler is a member of the audit committee for Golden Minerals Company and Plata Latina Minerals Corporation where he also serves as Chair, director, and Interim Chief Executive Officer. Mr. Eppler isserved as Managing Director of Capstone Partners (formerly Headwaters MB, LLC) from December 2016 until December 2021 and Senior Advisor until December 2022. He was former Partner of Sierra Partners, LLC from August 2004 to June 2016. Mr. Eppler also a memberserved as director of the Society ofFrontier Mining Engineers of the American Institute of Mining, MetallurgicalLimited from November 2010 to March 2015 and Petroleum Engineers A.I.M.E., and he was a member of the Global Leadership Council for the College of Business at Colorado State UniversityAugusta Resource Corporation from 2001-2014.June 2007 to August 2014. Mr. Eppler 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 a member of the Compensation Committee and a member of the Health, Safety, EnvironmentEnvironmental and Social Responsibility Committee. He has been a director of the Corporation since October 13, 2004.

Given the international reputation and wealth of experience that Mr. Eppler has in the commercial and investment banking aspects of the global resource sector, management believes that he should once again serve on the Board to help further develop the business and success of the Corporation. Mr. Eppler’s commercial and investment banking experience are important to the Corporation. The Corporation does not have any producing assets and ensuringbelieves that the Corporation is adequately financed is an ongoing management responsibility. Management expects to rely heavily on Mr. Eppler’s experience and expertise will be valuable as we move beyond technical evaluations and preparefocus on strategies to advance development strategies forrealize greater value from the Mt Todd gold project and other corporate development activities. Furthermore, Mr. Eppler has demonstrated both integrity and high ethical standards in his business dealings and personal affairs to date, qualities which a person must possess under the Mandate of the Board (attached as Appendix “B” to this Information Circular) in order to be considered for nomination and election to the Board.

Deborah J. Friedman, B.A., J.D., Director. In addition to the roles outlined in the charttable above, Ms. Friedman served as the head of Davis Graham & Stubbs’ Corporate Department and on the firm’s Executive Committee for a number of years. Ms. Friedman held various positions in the law department of Cyprus Amax Minerals Company from 1982 through 1994, including General Counsel and Associate General Counsel, and served as Vice President and General Counsel of AMAX Gold Inc. from 1994 to 1998. Ms. Friedman graduated from the University of Illinois in 1974 with a Bachelor of Arts Degree in History and received her Juris Doctor degree from the University of Michigan in 1977. Ms. Friedman is a member of the Corporation’s Audit Committee and Chair of the Corporate Governance and Nominating Committee. She has been a director of the Corporation since March 13, 2019.

Ms. Friedman has extensive experience in domestic and international mine development projects, including complex development and operations joint ventures, and corporate and project finance and mine development and operations

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 move beyond technical evaluationsevaluate and prepareexecute strategies to advance development strategies forrealize greater value from the Mt Todd project and other corporate development activities. Furthermore, Ms. Friedman has demonstrated both integrity and high ethical standards in her business dealings and personal affairs to date, qualities which a person must possess under the Mandate of the Board (attached as Appendix “B” to this Information Circular) in order to be considered for nomination and election to the Board.

C. Thomas Ogryzlo, B.Mech.Eng., P.Eng, Director. Mr. Ogryzlo acts part time as Interim CEO and Director of Camrova Resources Inc. (formerly Baja Mining Corp.). He also serves as a Non-Executive Chair of Golden Sun Resources Ltd., an emerging gold producer in Central America. Mr. Ogryzlo also served as a director of Polaris Infrastructure Inc. from 2016 to 2019 and a director of Aura Minerals from 2008 to 2016. For many years he has served as a director, employee and advisor to Franco Nevada Corp. and its international subsidiary Franco Nevada Barbados, Inc. 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 Health, Safety, Environment and Social Responsibility Committee and a member of the Corporate Governance and Nominating Committee. Mr. Ogryzlo has served on the board of more than 20 listed companies and has been a director of the Corporation since May 1, 1995.

Mr. Ogryzlo brings a perspective to the Corporation that has been built on a solid foundation and in-depth knowledge not only of Canada’s mining sector, but also those in many other parts of the world. The Corporation’s core project is in Australia. Mr. Ogryzlo’s experience in numerous foreign projects allows him to contribute in a manner which helps bring clarity and direction to many of the challenges which arise from the geographical location of the Corporation’s projects. Mr. Ogryzlo is fluent in Spanish, Portuguese, and French. Mr. Ogryzlo’s experience with the construction of varied projects has been beneficial in the preliminary economic and technical evaluations of several of the Corporation’s projects. We expect that Mr. Ogryzlo’s continued participation will contribute to the advancement of the Corporation’s core project. 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.

Michael B. Richings, M.Sc., Chair and Director. For a full list of recent positions held by Mr. Richings, please refer to the chart above. In addition, Mr. Richings was awarded an Associateship of the Camborne School of Mines in 1969, and he earned his Master of Science Degree in Mining Engineering from Queen’s University in 1971. Mr. Richings is a member of the Corporate Governance and Nominating Committee and the Health, Safety, Environment and Social Responsibility Committee. Mr. Richings has been a director of the Corporation since May 1, 1995.

Mr. Richings has been with the Corporation for over twenty years and, given his leadership skills, enterprising nature and knowledge of the mining industry, he is a valued member of the Board. His knowledge of the Corporation’s properties and his key role in the development and implementation of business strategies which have created shareholder value are important to the Corporation. Prior to joining the Corporation, Mr. Richings held senior executive-level positions in the mining industry and was responsible for evaluation and development of several new projects and operations of existing mines and management. Management believes that this experience is important to the success of the Corporation’s current business plan.Furthermore, he has demonstrated both integrity and high ethical standards in his business dealings and personal affairs to date, qualities which a person must possess under the Mandate of the Board (attached as Appendix “B” to this Information Circular) in order to be considered for nomination and election to the Board.

Tracy A. Stevenson, B.S., CPA, Director. For a full list of recent positions held by Mr. Stevenson, please refer to the charttable above. In addition, Mr. Stevenson graduated Magna Cum Laude with a Bachelor of Science Degree in Accounting from the University of Utah in 1977, and he earned his designation as a Certified Public Accountant in the State of Utah in 1978. Mr. Stevenson is currently the Chair of the Audit Committee and is a member of the Compensation Committee. He has been a director of the Corporation since November 6, 2007.

Mr. Richings has been with the Corporation for over twenty-five years and, given his leadership skills, enterprising nature, and knowledge of the mining industry, he is a valued member of the Board. His knowledge of the Corporation’s core project and his key role in the development and implementation of business strategies which have created Shareholder value are important to the Corporation. Prior to joining the Corporation, Mr. Richings held senior executive-level positions in the mining industry and was responsible for evaluation and development of several new projects and operations of existing mines and management. Mr. Richings has announced his intent to retire as of the date of the Meeting and will not be standing for re-election at the Meeting.

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 directors 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 W. Durand Eppler who is a director of Golden Minerals Company and Plata Latina Minerals Corporation.

None of the above directors has entered into any arrangement or understanding with any other person pursuant to which he or she was, orCorporation and Deborah Friedman who is to be, elected as a director of the Corporation or a nominee of any other person.Golden Minerals Company.

Legal Matters

No director or executive officer of the Corporation is a party adverse to the Corporation or any of its subsidiaries or has a material interest adverse to the Corporation or any of its subsidiaries. During the past ten years, no director or executive officer of the Corporation has:

any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

Additional information regarding the various committees of the Board, and the attendance of each director at meetings of the Board and its committees held during 2020,2022, 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 shareholdersShareholders 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 by virtual attendancein person or by proxy, at the Meeting on this matter.

Majority Voting Policy

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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 to the Board.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.

Appointment of Auditor

The CorporationAudit Committee has proposed the appointment of Plante & Moran, PLLC (“Plante Moran”) of Denver, Colorado, as the auditor of the Corporation to hold office until the close of the next annual general meeting of the Corporation or until a successor is appointed. The remuneration to be paid to the auditor will be fixed by the Audit Committee. Plante Moran was appointed as the auditor of the Corporation on October 1, 2018, following the combination of EKS&H LLLP (“EKS&H”), the Corporation’s former auditor, with Plante Moran. Prior to the combination, EKS&H served as the Corporation’s auditor since 2014.

Representatives of Plante Moran are expected to be present at the Meeting via virtual attendance and to be available to respond to appropriate questions from persons present virtually at the Meeting. If representatives of Plante Moran are present at the Meeting, the Chair of the Meeting will provide such representatives with the opportunity to make a statement if they so desire.

Appointment of the auditors must be by an affirmative vote of a simple majority of the votes cast, either by virtual attendancein person or by proxy, at the Meeting on this matter.

The Board recommends a vote “FOR” the appointment of Plante Moran of Denver, Colorado as the auditor of the Corporation. 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 appointment of Plante Moran of Denver, Colorado.

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Fees Paid to Auditor and their Independence from the Corporation

The Corporation retained Plante Moran to provide services which were paid for the yearyears ended December 31, 20202022 and 20192021 in the following categories and amounts:

this Information Circular. Accordingly, the Corporation is asking Shareholders to vote “FOR” the following resolution at the Meeting:

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“BE IT RESOLVED, that the compensation paid to the Corporation’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby approved, as included in the Corporation’s Information Circular.”

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This say-on-pay vote is advisory, and therefore, is not binding on the Corporation, the Compensation Committee or the Board. The Board and the Compensation Committee value the opinions of the Shareholders, and to the extent there is any significant vote against named executive officers’ compensation as disclosed in this Information Circular, the Corporation, the Board and the Compensation Committee will consider the results of the vote in future compensation deliberations.

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The approval, on an advisory, non-binding basis, of the Shareholder resolution regarding the compensation of the Corporation’s named executive officers as described in this Information Circular will be granted if passed by an affirmative vote of a simple majority of the votes cast, either by virtual attendancein person or by proxy, at the Meeting on this matter.

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The Board recommends that the Shareholders vote “FOR” the resolution approving the compensation of our named executive officers as disclosed in this Information Circular.

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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 compensation of our named executive officers as disclosed in this Information Circular. Under the rules of the New York Stock Exchange (the “NYSE”), brokers are prohibited from giving proxies to vote on executive compensation matters unless the beneficial owner of such shares has given voting instructions on the matter. This means that if your broker is the record holder of your common shares in the capital of the Corporation (“Common Shares”), you must give voting instructions to your broker with respect to this proposal if you want your broker to vote your Common Shares on the matter.

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The Board recommends that the Shareholders vote “FOR” the resolution approving the compensation of our named executive officers as disclosed in this Information Circular.

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Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation

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Under the Dodd-Frank Act, public companies are generally required to include in their proxy solicitations at least once every six years an advisory, non-binding vote on whether an advisory vote on executive compensation (such as the say-on-pay proposal that is included above) should occur every one, two or three years. The Corporation previously held an advisory vote on the frequency of an advisory vote on executive compensation at its annual general meeting on April 27, 2017. Therefore, the Corporation is required to hold another advisory vote on frequency again this year.  

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At the last annual general meeting on April 27, 2017 where this matter was considered, Shareholders voted to hold an advisory vote every year and the Board adopted this frequency in light of the advisory vote of the Shareholders. It is the Board’s belief, and the Board’s recommendation, that the advisory vote should continue to occur every year.

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The Corporation believes it has effective executive compensation practices, as described in more detail elsewhere in this Information Circular. The Board believes that continuing to provide the Corporation’s Shareholders with an advisory vote on executive compensation every year will encourage accountability to Shareholders in coordination with a long-term approach to evaluating the Corporation’s executive compensation policies and practices, consistent with the Compensation Committee’s long-term philosophy on executive compensation.

For the above reasons, the Board recommends that Shareholders vote to hold an advisory vote on executive compensation every year.

You may cast your vote on your preferred voting frequency by choosing the option of three years, two years, one year, when you vote in response to the resolution set forth below.

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“BE IT RESOLVED that the option of once every three years, two years, or one year, that receives the highest number of votes cast for this resolution will be determined to be the Shareholders’ preferred frequency with

which Vista Gold Corp. is to hold a Shareholder advisory vote regarding the executive compensation of the Corporation’s named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules.”

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The option of three years, two years or one year that receives the highest number of votes cast by Shareholders will be the frequency for the advisory vote on the compensation of our named executive officers that has been selected by Shareholders. The vote on this proposal is only advisory in nature and is not binding on the Board or the Corporation. The Board and the Compensation Committee will take into account the outcome of the vote; however, the Board may decide that it is in the best interests of the Corporation’s Shareholders and the Corporation to hold an advisory vote on the compensation of the Corporation’s named executive officers more or less frequently than the option approved by Shareholders.

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Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted to hold an advisory vote on the compensation of our named executive officers every year. Under the rules of the NYSE, American LLC (“NYSE American”), brokers are prohibited from giving proxies to vote on executive compensation matters unless the beneficial owner of such shares has given voting instructions on the matter. This means that if your broker is the record holder of your shares, you must give voting instructions to your broker with respect to this proposal if you want your broker to vote your shares on the matter.

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The Board of Directors recommends that Shareholders vote to hold an advisory vote on the compensation of our named executive officers every year.

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Approval of Unallocated OptionsAmendments to the Corporation’s Long Term Equity Incentive Plan

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On October 22, 2022, the United States Securities and Exchange Commission adopted rules that direct U.S. stock exchanges to adopt listing standards requiring all listed companies to adopt and comply with a written clawback policy. In general, such clawback policy must require that any incentive compensation (including both cash and equity compensation) paid to any current or former executive officer is subject to recoupment if (a) the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements, without regard to any fault or misconduct and (b) that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the date the restatement was required.  

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Compliance with the new clawback policy listings rules by the Corporation remains subject to adoption of the new listing rules by the NYSE American and compliance deadlines thereafter. The Corporation does not currently have a clawback policy, and the Corporation anticipates waiting for the NYSE American to adopt its new clawback policy listing rules before adopting a compliant clawback policy. However, as the clawback policy will likely require the Corporation to seek recoupment of awards granted under the Corporation’s Stock OptionLong Term Equity Incentive Plan

The (the “LTIP”), Common Shares issued pursuant to the vesting and settlement of such Awards and any monetary amounts received upon the vesting of such Awards or the sale of such Common Shares issued pursuant to such Awards, the Compensation Committee of the Board has recommended and the Board has approved an amendment to the LTIP to add a provision to the LTIP making awards granted under the LTIP (“Awards”) subject to recoupment in accordance with any then existing clawback policy adopted by the Board, whether in compliance with applicable listing rules of any applicable stock exchange, as may be required by applicable law or as otherwise may be adopted by the TSX requireBoard.

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In addition to the amendment to comply with the new clawback policy, the Board is proposing to amend the LTIP to provide that all unallocated options, rightsthe Board is permitted to amend the LTIP, without Shareholder approval or advance notice, if such amendment is required to comply with applicable laws (including, without limitation, the regulations, rules and policies of the NYSE MKT and the TSX), or necessary or desirable for any advantages or other entitlements under a listed corporation’s security-based compensation arrangement, which does not have a fixed maximum aggregate numberpurposes of securities issuable, be approved every three years by a majorityany tax law (including, without limitation, the rules, regulations, and policies of both the listed corporation’s directorsCanada Revenue Agency, the Internal Revenue Service or any taxation authority). Currently, amendments to the LTIP that, in the Board’s opinion, would prejudicial to the rights and by its shareholders.interests of participants in the LTIP require Shareholder approval, even when they are mandatory to comply with any changes in applicable law. The Corporation’s Stock Option Plan (the “Stock Option Plan”) is a “rolling” stock option plan and provides thatproposed amendment will make the maximum numberamendment provisions of Common Shares (as defined below) that may be issuable pursuant to options to purchase Common Shares (“Options”) granted underthe LTIP more consistent with the Stock Option Plan together with all other security based compensation arrangementsand eliminate the need for Shareholder approval for amendments that are required by law (such as the introduction of the Corporation, which includes the Corporation’s Long Term Incentive Plan (“LTIP”) and the deferred share unit plan of the Corporation (the “DSU Plan”), is a variable number equal to 10% of the total number of Common Shares issued and outstanding as of the date of the grant on a non-diluted basis. Accordingly, the unallocated Options under the Stock Option Plan must be approved by a majority of the Corporation’s directors and a majority of the votes cast by Shareholders who vote at the Meeting or by proxy at the Meeting on such resolution. The Board unanimously approved all unallocated Options under the Stock Option Plan on March 4, 2021. At the Meeting, Shareholders will be asked to approve all unallocated Options under the Stock Option Plan until April 29, 2024.clawback policy).

As of March 11, 2021, there were 1,367,000 Common Shares issuable upon the vesting and exercise of outstanding Options granted under the Stock Option Plan, 2,724,338 Common Shares issuable upon the vesting of outstanding LTIP Awards (as defined below) granted under the LTIP and 930,000 Common Shares issuable upon the vesting of DSUs (as defined below) granted under the DSU Plan. Accordingly, 5,021,338 Common Shares (or 4.8% of the total number of issued and outstanding Common Shares) are issuable under the foregoing Options, LTIP Awards and DSUs. 5,358,554 Common Shares (or 5.2% of the total number of issued and outstanding Common Shares) in aggregate​

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remain available for future grants under the Stock Option Plan, the LTIP and the DSU Plan. Based on the closing price of Common Shares on the NYSE American LLC (the “NYSE American”) on March 11, 2021 of $1.03 per Common Share, the aggregate market value of the 5,358,554 Common Shares available for future grants under the Stock Option Plan, the LTIP and the DSU Plan would be $5,519,311.

Currently outstanding Options will be unaffected if this resolution is not approved. However, currently outstanding Options which have been terminated will not be available for re-grant and the Board will not be able to grant new Options if the unallocated Options are not approved. If the unallocated Options are approved at the Meeting then the unallocated Options will have to be re-approved by the Shareholders at the Corporation’s annual general meeting in 2024.

Directors, officers, employees and consultants of the Corporation or its subsidiaries are eligible to receive Options under the Stock Option Plan. Currently, there are six non-executive directors, four executive officers, 10 employees and one consultant that can participate under the Stock Option Plan.

The Board has not granted any Options that are conditional on the approval of this resolution and there are no existing contractual obligations to issue Options that are contingent upon the approval of this resolution. Because the grant of Options under the Stock Option Plan is at the sole discretion of the Board and the Compensation Committee, it cannot currently be determined how many of such Options may be granted in the future to any individual participant, all executive officers as a group, all directors as a group, any nominee for election as a director, any associate of an executive officer, director or nominee, any employee of the Corporation or all employees as a group.

The text of the ordinary resolution to approve all unallocated Options under the Stock Option Planamendments to the LTIP is set out in Part I to Appendix “C”. Additional information on the Stock Option PlanLTIP is set out below under the heading “Executive Compensation -– Compensation Discussion and Analysis -– Elements of the Corporation’s Compensation Program for Fiscal Year 2017 -2022 – Stock Incentive Awards - Stock Option– Long Term Equity Incentive Plan”. The Stock Option Plan is attached hereto as Appendix “D”.

The approval of the resolution to approve the unallocated Options underamendments to the Stock Option PlanLTIP will be granted if passed by an affirmative vote of a simple majority of the votes cast, either by attendancein person or by proxy, at the Meeting on this matter.

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The Board recommends that the Shareholders vote “FOR” the resolution approving all unallocated Options under the Stock Option Plan. amendments to the LTIP. 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 to approve of all unallocated Options under the Stock Option Planamendments to the LTIP as disclosed in this Information Circular. Under the rules of the NYSE, brokers are prohibited from giving proxies to vote on compensation matters unless the beneficial owner of such shares has given voting instructions on thethis matter. This means that if your broker is the record holder of your shares,Common Shares, you must give voting instructions to your broker with respect to this proposal if you want your broker to vote your shares on the matter.

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Certain United States Federal Income Tax Consequences

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The following is a brief summary of certain United States federal income tax consequences with respect to the issuance and exercise of options granted under the Stock Option Plan. This summary does not describe all federal tax consequences, including the consequences of owning and selling the Common Shares, nor does it describe Canadian, state, local or foreign tax consequences.

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Scope of This Disclosure

This summary does not address the U.S. federal income tax consequences of participation in the Stock Option Plan by a non-U.S. Participant. For purposes of this summary, a “U.S. Participant” is a participant in the Stock Option Plan who is either a citizen of the U.S. or a resident alien of the U.S. for purposes of the Internal Revenue Code of 1986, as amended (the “Code”), and the Canada-U.S. Tax Convention. For purposes of this summary, a “non-U.S. Participant” is a participant in the Stock Option Plan who is not a U.S. Participant.

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representative appointed for the corporation) either to the registered office of the Corporation at 1200-200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6 attention: Michelle WilkinsonJames Cantwell or to 7961 Shaffer Parkway, Suite 5, Littleton, Colorado, USA, 80127 attention: Pamela Solly at any time up to and including 10:00 a.m., MDT,PDT, on April 27, 2021,25, 2023, or no later than 48 hours before any adjournment or postponement of the Meeting or to the Chair of the Meeting prior to commencement of the Meeting or any adjournment or postponement thereof. A registered Shareholder may also revoke a proxy in any other manner permitted by law including by attending the meeting and voting in person or virtually or executing and delivering a new formForm of proxyProxy to the registered office of the Corporation or the transfer agent in accordance with the instructions and within the deadline set out in the noticeNotice of meeting.Meeting.

Voting of Proxies

A registered Shareholder may direct the manner in which his or her Common Shares are to be voted or withheld from voting in accordance with the instructions of the registered Shareholder by marking the formForm of proxyProxy accordingly. The management nominees designated in the enclosed formForm of proxyProxy will vote the Common Shares represented by proxy in accordance with the instructions of the registered Shareholder on any resolution that may be called for and if the registered Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. Where no choice is so specified with respect to any resolution or in

the Corporation has elected notice and accessnotice-and-access for delivery of the Notice of Meeting, this Information Circular and the formForm of proxyProxy (collectively, the “Meeting Materials”) indirectly through intermediaries to all of the Beneficial Shareholders. The intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to each Beneficial Shareholder, unless the Beneficial Shareholder has waived the right to receive them. The Corporation will pay for intermediaries to forward the Meeting Materials to OBO’s.OBOs.

Intermediaries will frequently use service companies to forward the Meeting Materials to Beneficial Shareholders. Generally, a Beneficial Shareholder who has not waived the right to receive Meeting Materials will either:

have authority to vote without instruction (e.g. the appointment of auditors), then those sharesCommon Shares will be counted as present for purposes of determining quorum at the Meeting.

Except as described below, neither abstentions nor broker non-votes will have any effect on the outcome of the votes on the matters to be acted upon at the Meeting.

Votes withheld in relation to the election of directors and appointment of the auditors will be counted as present for purposes of determining the presence of a quorum at the Meeting and will have the same effect as a vote against the appointment of the auditors. In relation to the election of directors, pursuant to the Corporation’s majority voting policy, if the number of votes withheld in relation to a nominee exceeds the number of votes for such nominee, such nominee will be required to submit their resignation for consideration by the Board, see above “Majority Voting Policy”.

Each individual Directordirector and Executive Officerexecutive officer is required to maintain his or her minimum ownership level throughout his or her term as an officer or director of the Corporation and securities may not be the object of specific monetization or other hedging arrangements to reduce or offset exposure to the market value of these holdings.

The value held shall be calculated as the greater of cost, grant date value or market value as of December 31st of each year.

Compliance with Equity Ownership Policy

The following table sets forth certain information regarding the equity ownership requirements for directors and executive officers of the Corporation. The policy was adopted on February 23, 2021 and the table presents compliance information as of December 31, 2022.

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Board of Directors

The present Board consists of seven directors, six of whom are viewed as being “independent” within the meaning of NI 58-101 and six of whom qualify as “independent” within the meaning of Section 803A of the NYSE American Company Guide. John M. Clark, W. Durand Eppler, Deborah J. Friedman, Michael B. Richings, C. Thomas Ogryzlo and Tracy A. Stevenson are considered to be independent members of the Board. Mr. Richings and Mr. Ogryzlo have announced their intent to retire and will not be standing for election at the Meeting. If the nominated directors are elected, after the AGM the Board will consist of five directors, four of whom will be independent.

Frederick H. Earnest is not an independent director because of his management position with the Corporation.

Board Leadership Structure

Michael B. Richings is the Chair of the Board and is considered under securities laws to be an independent director. Following the Meeting and retirement of Mr. Richings, the Board will appoint a new Chair. 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 groupPeer Group (as defined below) and other relevant factors, and has determined that having a non-executive Chair of the Board with the valuable experience and knowledge of the Corporation that Mr. Richings possesses (as a former executive of the Corporation) 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 threesix times during 2020.2022. 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 periodicallyregularly with the Corporation’s auditor without management present. Accordingly, the Board believes that there is adequate leadership by the independent directors.

A number of directors of the Corporation hold directorships with other issuers. Details of those other directorships can be found above in the table under the heading “Particulars of Matters to be Acted Upon - Election of Directors”.

The following table sets forth director attendance at Board and committee meetings for the year ended December 31, 2020. None2022. Two of the incumbent directors of the Corporation attended fewer than 100% of the Board meetings in 2020.2022. The President and Chief Executive Officer of the Corporation is required to attend annual general meetings. Attendance by other directors is discretionary. Michael Richings, ChairAll of the Board,independent directors and Frederick Earnest, President, Chief Executive Officer and Director attended the 20202022 annual general and special meeting in person. All other directors attended via virtual conferencing.

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Mandate of the Board of Directors

Pursuant to the Business Corporations Act (British Columbia), the Board is required to manage or supervise the management of the affairs and business of the Corporation. The Board has adopted a written mandate (the “Mandate”), which defines its stewardship responsibilities in light of this statutory obligation. Under this mandate,Mandate, the Board is responsible for (i) the stewardship of the business and affairs of the Corporation; (ii) supervising the management of the business and affairs of the Corporation; (iii) providing leadership to the Corporation by practicing responsible, sustainable and ethical decision making; (iv) ensuring that all major issues affecting the Corporation are given proper consideration, including the identification and management of risks relating to the business and affairs of the Corporation and (v) directing management to ensure that legal, regulatory and stock exchange requirements applicable to the Corporation have been met. In addition, the Board is also responsible for succession planning and assuring the integrity of the Corporation’s disclosure controls and procedures, internal controls over financial reporting and management information systems. In carrying out these responsibilities, the Board is entitled to place reasonable reliance on management. The mandateMandate and responsibilities of the Board are to be carried out in a manner consistent with the fundamental objective of protecting and enhancing the value of the Corporation and providing ongoing benefit to the Shareholders. See Appendix “B” for the Mandate of the Board.

Position Descriptions

The Board has developed written position descriptions for the Chair of the Board, Chief Executive Officer, and Chief Financial Officer.

The Chair’s primary responsibilities include providing leadership to foster effectiveness of the Board, chairing all Board meetings and managing the affairs of the Board and shareholders,Shareholders, and ensuring that the Board is organized properly, functions effectively and meets its obligations and responsibilities. The Chair also acts as the primary spokesperson for the Board and ensures that there is effective communication with shareholders,Shareholders, and between the Board and senior management. The Chair also acts in an advisory capacity to the CEO in all matters concerning the interests of the Board and works with the CEO in developing and monitoring the progress of strategic plans and in monitoring policy implementation.

The Chair of each committee of the Board is identified below under the heading “Corporate Governance - Board of Directors - Committees of the Board of Directors”. The Corporation has not developed written position descriptions for the Chair of each committee. The roles and responsibilities of each Chair are delineated by the Board. Each Chair provides leadership to its respective committee to assist that committee with operating effectively.

Orientation and Continuing Education

New Board members receive comprehensive orientation regarding the role of the Board, its committees, and the directors, as well as the nature and operations of the Corporation’s business. As well,From time to time, presentations are given from time to time, to the Board on legal and other matters applicable to the Corporation and directors’ duties.

Ethical Business Conduct

On December 19, 2003, the Board adopted a Code of Business Conduct and Ethics (the “Code of Ethics”), which is based on the fundamental principles of honesty, loyalty, fairness, forthrightness and use of common sense in general. The Code of Ethics is periodically reviewed and amended as necessary to reflect changes in the Corporation’s practices and good governance. The Code of Ethics was mostly recently updatedamended in JulyAugust 2020. An integral part of the Code of Ethics is the policy that the Corporation will be managed with full transparency, and in the best interests of the shareholdersShareholders and other stakeholders of the Corporation. The Code of Ethics (as amended) is available on the Corporation’s website at www.vistagold.com. The Code of Ethics applies to all directors, officers and employees of the Corporation, including the Corporation’s Chief Executive Officer and Chief Financial Officer. The Board, through the Corporate Governance and Nominating Committee, is responsible for monitoring compliance with the Code of

Ethics. Anonymous reports of Code of Ethics violations go to the Chair of the Audit Committee and are investigated by that committee. Non-anonymous reports of Code of Ethics violations are investigated by the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee reviews with management any

executive officer positions, and make hiring decisions based on skills, abilities

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is Chaired by Deborah J. Friedman. Its other members as of the date of this Information Circular are John Clark, and C. Thomas Ogryzlo. Mr. Ogryzlo intends to retire and Michael B. Richings.will not be standing for election at the Meeting. Following the Meeting and retirement of Mr. Ogryzlo, the Board will appoint an incumbent independent director of the Board to the Corporate Governance and Nominating Committee. The Corporate Governance and

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(1)	Mr. Richings and Mr. Ogryzlo have announced their intent to retire and will not be standing for election at the Meeting.

The Corporation has not adopted term limits for the directors on the Board. The Board is of the view that term limits are not necessary at this time because pursuant to the Corporate Governance and Nominating Committee Charter, Board tenure is a factor that the Corporate Governance and Nominating Committee already considers in making its recommendations.

The Corporation’s Corporate Governance and Nominating Committee Charter and Diversity Policy are available on the Corporation’s website at www.vistagold.com.

Compensation Committee

The Compensation Committee is Chaired by John M. Clark. Its other members as of the date of this Information Circular are W. Durand Eppler and Tracy A. Stevenson. Each member of the Compensation Committee is “independent” within the meaning of Section 803A and Section 805(c)(1) of the NYSE American Company Guide. The Compensation Committee’s functions are to review and recommend to the Board compensation policies and programs of the Corporation, as well as salary and benefit levels for its executives. Except for delegation by the Compensation Committee of its responsibilities to a sub-committee of the Compensation Committee, the Compensation Committee does not and cannot delegate its authority to determine director and executive officer compensation. For further discussion of the Compensation Committee’s process for the recommendation of the Corporation’s compensation policies and programs, as well as salary and benefit levels of individual executives, including a discussion of the role of compensation consultants in advising the Compensation Committee, please see the section below under the heading “Executive Compensation – Compensation Discussion and Analysis.”

The Compensation Committee meets at regularly scheduled times between meetings of the Board, and sometimes acts by unanimous written consent. The Compensation Committee met five times during the fiscal year ended December

31, 2020.2022. The duties of the Compensation Committee are described in its charter, which is available on the Corporation’s website at www.vistagold.com and is reviewed by the Board annually.

Health, Safety, Environment and Social Responsibility Committee

The Health, Safety, Environment and Social Responsibility Committee is Chaired by C. Thomas Ogryzlo. Its other members are Frederick H. Earnest, W. Durand Eppler, and Mike Richings. Mr. Richings and Mr. Ogryzlo intend to retire and will not be standing for election at the Meeting. Following the Meeting and retirement of Mr. Richings and Mr. Ogryzlo, the Board may appoint an additional director to the Health, Safety, Environment and Social Responsibility Committee. The primary purpose of the Health, Safety, Environment and Social Responsibility Committee is to assist the Board in its oversight of: (i) health, safety, environment and community risks; (ii) the Corporation’s compliance with applicable legal and regulatory requirements; (iii) the Corporation’s performance in relation to health, safety, environment and social responsibility matters; (iv) the performance and leadership of the health, safety, environment and social responsibility functions of the Corporation; and (v) the Corporation’s external reporting with respect to health, safety, environment and social responsibility matters.

The Health, Safety, Environment and Social Responsibility Committee met four times during the fiscal year ended December 31, 2020.2022. The duties of the Health, Safety, Environment and Social Responsibility Committee are described in its charter, which is available on the Corporation’s website at www.vistagold.com and is reviewed by the Board annually.

Communications with the Board of Directors

Shareholders may send communications by letter to the Board, the Chair or one or more of the non-management’snon-management directors or the Chief Executive Officer of the Corporation at 7961 Shaffer Parkway, Suite 5, Littleton, CO 80127 or by contacting the Chief Executive Officer at (720) 981-1185. The receipt of concerns about the Corporation’s accounting, internal controls, auditing matters or business practices will be reported to the Audit Committee. The receipt of other concerns will be reported to the Board or appropriate Committee(s)committee(s) of the Board.

Board’s Role in Risk Oversight

The Board considers the understanding, identification, and management of risk as essential elements for the successful management of the Corporation. The Corporation faces a variety of risks, including credit risk, liquidity risk and operational risk. The Board believes an effective risk management system will: (i) timely identify the material risks that the Corporation faces; (ii) communicate necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant committees of the Board; (iii) implement appropriate and responsive risk management strategies consistent with the Corporation’s risk profile; and (iv) integrate risk management into the Corporation’s decision-making.

Risk oversight is undertaken on a regular basis by the Board and the Audit Committee. The Audit Committee periodically reviews and discusses with management their policies and procedures for the identification, assessment and management of business risks. The Audit Committee also has oversight responsibility with respect to the integrity of the Corporation’s financial reporting process and systems of internal control regarding finance and accounting, as well as its financial statements. The Audit Committee makes periodic reports to the Board regarding briefings provided by management and advisors as well as on the committee’s own analysis and conclusions regarding the adequacy of the Corporation’s risk management processes.

At the management level, regular internal risk reviews provide reliable and timely information to the Board and management regarding the Corporation’s effectiveness in identifying and appropriately controlling risks.

The Corporation also has a comprehensive internal risk framework, which facilitates performance of risk oversight by the Board and the Audit Committee. The risk management framework is designed to:

In addition to the formal compliance program, the Board encourages management to promote a corporate culture that incorporates risk management into the Corporation’s corporate strategy and day-to-day business operations. The Board also continually works, with the input of the Corporation’s executive officers, to assess and analyze the most likely areas of future risk for the Corporation.

Audit Committee Report

The Audit Committee of the Board is responsible for providing independent, objective oversight of the Corporation’s accounting functions and internal controls. The Audit Committee acts under a written charter first adopted and approved by the Board in 2007, and most recently amended in JulyOctober 2020, which is reviewed by the Board annually. Each member of the Audit Committee is “independent” within the meaning of Rule 10A-3 of the Exchange Act and Section 803(B)(2) the NYSE American Company Guide and “independent” and “financially literate” within the meaning of such terms in NI 52-110. In accordance with Section 407 of the United States Sarbanes-Oxley Act of 2002 and Item 407(d)(5)(ii) and (iii) of Regulation S-K, the Board has identified Tracy A. Stevenson as the “Audit Committee Financial Expert.” A copy of the Audit Committee Charter is available on the Corporation’s website at www.vistagold.com.

The responsibilities of the Audit Committee include recommending toappointing and retaining the Board an accounting firm to be nominated for Shareholder approvalthat serves as the Corporation’s independent auditor.auditor, which reports to the Audit Committee. The Board recommends to Shareholders the approval of the accounting firm appointed by the Audit Committee. The Audit Committee is responsible for recommending to the Board that the Corporation’s financial statements and the related management’s discussion and analysis be included in its Annual Report on Form 10-K. The Audit Committee took a number of steps in making this recommendation for fiscal year 2020.2022.

First, the Audit Committee discussed with Plante Moran those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, including information regarding the scope and results of the audit. These communications and discussions are intended to assist the Audit Committee in overseeing the financial reporting and disclosure process.

Second, the Audit Committee discussed with Plante Moran the independence of Plante Moran and received from Plante Moran the letter required by applicable standards of the Public Company Accounting Oversight Board for independent auditor communications with Audit Committees,audit committees, as may be modified or supplemented, concerning its independence as required under applicable independence standards for auditors of public companies. This discussion and disclosure assisted the Audit Committee in evaluating such independence.

Finally, the Audit Committee reviewed and discussed, with the Corporation’s management and Plante Moran, the Corporation’s audited consolidated balance sheets as at December 31, 2020,2022, and consolidated statements of income,income/(loss), cash flows and shareholders’ equity for the fiscal year ended December 31, 20202022 and the related management’s discussion and analysis to be included in the Corporation’s Annual Report on Form 10-K.

Based on the discussions with Plante Moran concerning the audit, their independence, the financial statement review, and such other matters deemed relevant and appropriate by the Audit Committee, the Audit Committee recommended to the Board that the Corporation’s financial statements and the related management’s discussion and analysis be included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2022.

Submitted on behalf of the Audit Committee

Tracy A. Stevenson (Chair)
Deborah J. Friedman

John M. Clark

Deborah J. Friedman

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Executive Officers

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As of March 11, 2021,10, 2023, the executive officers of the Corporation, their ages and their business experience and principal occupation during the past five years were as follows:

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Based upon considerations of the selection criteria, the following peer group of companies was used by Hugessen for its compensation review (collectively, the “Peer Group”).

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The Compensation Committee determines executive incentive compensation considering three primary factors: (1) corporate liquidity; (2) achievement of overall corporate goals, which are typically evaluated following the conclusion of each year; and (3) individual performance.

Under the STIP, the Board, acting at its sole discretion, may grant RSUs (defined below) and/or cash awards. In 2018, 2019,2020, 2021, and 2020,2022 the Corporation granted awards under the STIP to incentivize and reward the achievement of corporate goals and objectives. RSU awards were granted in 2018, 20192020, 2021, and 2020,2022 and a cash award wasawards were granted in 2018. During 20192021 and 2022. In 2020, the Corporation did not grant cash awards under the STIP.

The following table summarizes the Corporate Objectives for 2020, the relative weighting for each objective and the score for achievement of each objective.

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The following tables summarize the Corporate Objectives for 2021,2022 and the weighting that will be usedscores for key executives relative to assess the achievement of these objectiveseach objective as well as the relative weighting for each executive and senior manager, and the target and maximum values of STIP awards as a percentage of annual base salary.objective.

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The following tables summarize the Corporate Objectives for 2023 and the weighting that will be used to assess the achievement of these objectives for each executive.

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Phantom Units

In 2018, the Corporation introduced a phantom unit compensation program for employees as a tool to link employee cash compensation to the Corporation’s share price performance. The Corporation granted 265,000 phantom units of the Corporation (each, a “Phantom Unit”) to certain employees during the year ended December 31, 2018 and has a total of 72,000 Phantom Units outstanding as of December 31, 2020.2018. The value of each Phantom Unit is equal to the Corporation’s share price on the vesting date and is payable in cash. The final tranche of the 2018 Phantom Units vest on fixed future dates providedvested in July 2021. No Phantom Units remain outstanding or have been granted since the recipient continues to be affiliated with Vista on those dates.final vesting in July 2021.

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 shareholderShareholder value. The Plans are administered by the Compensation Committee (as delegated by the Board). The Plans are designed to be complementary.

As of March 11, 2021,10, 2023, an aggregate of  5,021,3384,009,342 Common Shares (or 4.8%3.4% 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  5,358,5547,930,906 Common Shares (or 5.2%6.6% of the total number of issued and outstanding Common Shares) in aggregate remain available for future grants under the Stock Option Plan, DSU Plan and LTIP.

As of March 11, 2021,10, 2023, the total number of Common Shares issuable under the Stock Option Plan, DSU Plan and LTIP was comprised of: (i) 1,367,000667,000 Common Shares (or 1.3%0.6% 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) 930,0001,451,000 Common Shares (or 0.9%1.2% of the total number of issued and outstanding Common Shares) issuable upon the vestingdistribution of DSUs granted under the DSU Plan and (iii) 2,724,3381,891,342 Common Shares (or 2.6%1.6% of the total number of issued and outstanding Common Shares) issuable upon the vesting of RSUs granted under the LTIP. The maximum number of Common Shares which may be reserved, set aside, and made available for issue under the Stock Option Plan, DSU Plan, and LTIP combined is a variable number equal to 10% of the issued and outstanding Common Shares on the date of the grant on a non-diluted basis.

As of March 11, 2021, 5,358,55410, 2023, 11,273,248 Common Shares (or 5.2%9.4% of the total number of issued and outstanding Common Shares) remain available for future grants under the Stock Option plan, 2,183,9682,131,074 Common Shares (or 2.1%1.8% of the total number of issued and outstanding Common Shares) remain available for future grants under the DSU Plan, and  2,465,6084,078,782 Common Shares (or 2.4%3.4% of the total number of issued and outstanding Common Shares) will remain available for future grants under the LTIP. Each amount of Common Shares remaining available for future grants set

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 OptionsOptions will be granted and exercised, and (iv) the conditions and restrictions on the exercise of Options.

Options.

The exercise price of an Option must not be less than the closing price of the Common Shares on (i) in the case of Options with an exercise price in U.S. dollars, the NYSE AmericanAmerican,, 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 are subject to withholding taxes at the discretion of the Corporation.

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

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.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 preliminary feasibility studystudies for Mt Todd updated on September 9, 2019 and amended on September 22, 2020; and the achievement of certain share price performance criteria.

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 4 executive officers and 11 employees that can participate under the LTIP. Non-executive directors of the Corporation are not eligible to receive LTIP Awards under the LTIP.

The Board has not granted any LTIP Awards that are conditional on the approval of the LTIP amendment resolution at this Annual Meeting and there are no existing contractual obligations to issue LTIP Awards that are contingent upon the approval of the resolution.

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.

Certain United States Federal Income Tax Consequences related to the LTIP

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The following is a brief summary of certain United States federal income tax consequences with respect to the grant of awards under the LTIP (the “Plan”). This summary does not describe all federal income tax consequences, including the consequences of owning and selling the Common Shares, nor does it describe Canadian, state, local or foreign income tax consequences.

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Scope of This Disclosure

This summary does not address the U.S. federal income tax consequences of participation in the Plan by a non-U.S. Participant. For purposes of this summary, a “U.S. Participant” is a participant in the Plan who is either a citizen of the U.S. or a resident alien of the U.S. for purposes of the Internal Revenue Code of 1986, as amended (the “Code”), and the Canada-U.S. Tax Convention. For purposes of this summary, a “non-U.S. Participant” is a participant in the Plan who is not a U.S. Participant.

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Tax Consequences With Respect to Awards of Restricted Shares or Restricted Share Units

There are no tax consequences to a U.S. Participant or the Corporation by reason of the grant of restricted stock or restricted share units under the Plan. If an award is payable in Common Shares that are subject to a substantial risk of forfeiture, unless a special election is made by the holder of the award under section 83(b) of the Code, the holder must recognize ordinary income equal to the fair market value of the Common Shares received (determined as of the first time the Common Shares become transferable or not subject to substantial risk of forfeiture, whichever occurs earlier).

The holder’s basis for the Common Shares acquired under the Plan will be the amount of ordinary income recognized either when the Common Shares are received (for restricted share units or deferred share units) or when the shares are vested (for restricted share awards, subject to earlier recognition if a section 83(b) election is made). The Corporation will generally be entitled at that time to a U.S. income tax deduction for the same amount, subject to the rules of Section 162(m) of the Code.

Change in Control

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

taxable year in which the change in control occurs. Each U.S. Participant should consult his or her own tax advisor own tax advisor regarding potential tax liability upon a change in control of the Corporation.

Certain Special Rules

The foreign earned income exclusion provisions and the foreign tax credit provisions of the Code may, under certain circumstances, reduce the U.S. federal income tax liability of a U.S. Participant with respect to participation in the Plans. U.S. Participants should consult their own tax advisor regarding the foreign earned income exclusion provisions and the foreign tax credit provisions of the Code.

Income Tax Deduction

Subject to the usual rules concerning reasonable compensation, including the Corporation’s obligation to withhold or otherwise collect certain income and payroll taxes, the Corporation may be entitled to a corresponding income tax deduction at the time a participant recognizes ordinary income from awards made under the Plans. However, Section 162(m) of the Code prohibits publicly held corporations from deducting more than $1,000,000 per year in compensation paid to certain current and former named executive officers (the “covered executives”). Therefore, annual compensation paid to a covered executive in excess of $1,000,000 will generally not be deductible.

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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.

Deferred Share UnitsDSUs are fully vested upon being granted and credited to an account maintained by the Corporation for each DSU Plan Participant by means of book keepingbookkeeping 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

increase in the number of Common Shares that may be issued pursuant to DSUs outstanding at any time. Further, if the acquisition of Common Shares by the Corporation for cancellation should result in the above tests no longer being met, this will not constitute non-compliance with the above limitations for any awards outstanding prior to such purchase of Common Shares for cancellation.

Causes of Cessation of DSU Plan Awards

Upon the death of a DSU Plan Participant prior to the distribution of the DSUs credited to the DSU Account of such DSU Plan Participant under the DSU Plan, Payment Shares shall be issued or paid to the estate of such DSU Plan Participant on or about the thirtieth (30th) day after the Corporation is notified of the death of the DSU Plan Participant or on a later date elected by the DSU Plan Participant’s estate in the form prescribed for such purposes by the Corporation and delivered to the Chief Financial Officer of the Corporation not later than twenty (20) days after the Corporation is notified of the death of the DSU Plan Participant, provided that such elected date is no later than the last business day of the calendar year following the calendar year in which the DSU Plan Participant dies so that payment can be made on or before such last business day. Notwithstanding the above, upon the death of a U.S. DSU Plan Participant, the DSU Account shall be distributed to the estate of such U.S. DSU Plan Participant on the first business day following ninety (90) days after the U.S. DSU Plan Participant’s date of death.

If the Board terminates or suspends the DSU Plan, previously credited DSUs may, at the Board’s election, be distributed to DSU Plan Participants or may remain outstanding and in effect in accordance with the terms of the DSU Plan. The Board will not require the consent of any affected DSU Plan Participant in connection with a termination of the DSU Plan in which Payment Shares are issued to the DSU Plan Participant in respect of all such DSUs.

No Assignment or Transfer of DSU Plan Awards

Except as required by law, the rights of a DSU Plan Participant under the DSU Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged, or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the DSU Plan Participant.

For information about amendments to the DSU Plan or to grants of DSUs, see “Amendments“Amendments to the Plans, Options, LTIP Award Agreements and DSUs”DSUs”.