Connie Martinez - Director, IR Frederick Earnest - President & CEO John Engele - SVP & CFO

Good day, ladies and gentlemen. Welcome to the Vista Gold's Second Quarter 2016 Financial Results and Update on Recent Activities Conference Call. At this time, all participants are in a listen-only mode. Following the presentation, we will conduct a question-and-answer session. [Operator Instructions] As a reminder, this conference is being recorded. Today is Wednesday, August 10, 2016. It is now my pleasure to introduce Vista's President and CEO, and your host, Mr. Fred Earnest. Please go ahead, Mr. Earnest.

Thank you, Adam. Good afternoon, ladies and gentlemen. Thank you for joining Vista Gold Corp's second quarter 2016 annual financial results and corporate update conference call. I'm pleased to be joined on this call by Jack Engele, our Senior Vice President and CFO; and Connie Martinez, our Director of Investor Relations; both are here with me in our corporate office in Denver. The second quarter of 2016 was dominated by strengthening gold prices and punctuated by the significant increase in gold price following the results of the Brexit vote, this has been good for gold equity prices in general, and specifically for the share price of Vista Gold. The trading in our shares and the resulting share price over the last eight to nine weeks merits specific discussion. Due to our continued emphasis on the Mt Todd project, the fact it is well positioned for development under the right economic conditions and our demonstrated discipline in controlling costs, we believe that this share price should, and in fact, does display significant leverage to the price of gold. With a rise in gold price, our share price reacted as we expected. We believe our share price and volume activity over the last eight to nine weeks was greatly exaggerated as a result of two newsletter writers that we're aware of -- picking note of Vista. The first, a resource oriented newsletter first mentioned Vista in December of last year and then again in March or April of this year. The second, a penny-stock newsletter put up buy recommendation on Vista on June 15. In the following days our volumes grew reaching a peak on June 27 when we traded 9.7 million shares and our share price reached its 52-week of $2.09. It is important to note that during this period of time, we were trading at increasing volumes and a new 52-week high almost every day. As a result, Vista stock was heavily traded by momentum traders which also helped push our share price higher. Just after July 4, the penny-stock newsletter that had previously recommended buying Vista Gold shares published a recommendation that its readers should short Vista Gold. The resulting downward pressure on the stock was very predictable, and in our view the stock did not stabilize until it reached a price of approximately $1.30 per share. I trust that some of our long-term shareholders were able to capitalize on the high volumes, at high prices and are now in a position to add to their Vista holdings having been able to take advantage of a profit generating opportunity. Although we finished the second quarter with a strong balance sheet, we took the opportunity to further improve the balance sheet with a small but deal financing. Later in the call, I will discuss the reason for the financing and our strategy going forward. Jack Engele will discuss our financial results and I will discuss our continued efforts to advance the Mt Todd Gold project. In the course of this call, we will be making forward looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vista to be materially different from any future results, performance or achievements expressed or implied by such statements. Please refer to our Form 10-K for a detailed discussion of risks and other important factors that could cause actual results to differ materially from those in our forward-looking statements. I will now turn the time over to Jack Engele.

Thank you, Fred. Good afternoon, everyone. I'll start with our balance sheet and liquidity. As reported, our working capital totaled approximately $16 million at June 30, 2016. This includes cash and short-term investments of about $10.3 million. Our short-term investments are comprised of U.S. T-Bills. The company has no debt. As Fred mentioned, we recently closed a small financing. In that financing, we issued a total of 12,362,500 units, each unit comprised of a share and a half warrant. The warrants had a three-year term and a strike price of $1.92. The units were priced at $1.40 each providing gross proceeds of $17.3 million. After underwriters' fees and expenses, we received net proceeds of $16.2 million. After giving effect to this transaction, our pro forma June 30 working capital was approximately $31.7 million. Our cash and short-term investments totaled approximately $26.5 million. Our issued and outstanding shares increased by about 15%, that's 15% from 82.9 million shares to 95.3 million shares. A total of approximately $6.5 billion total warrants were effectively issued in the financing including book or warrants. If exercised, the warrants would increase our issued and outstanding shares by about 6.8% to 101.8 million shares, and it would provide the company with an additional $12.5 million of cash. Turning to our statement of income; for the quarter ended June 30, 2016, we reported net income of $1.6 million or $0.02 a share. This income includes $3.3 million of unrealized mark-to-market gain on our remaining 7.8 million Midas shares offset by about $1.7 million of operating and other expenses. The main cash components of that $1.7 million of operating and other expenses were about $500,000 for fixed site management cost at our Mt Todd Gold project, about $200,000 for Mt Todd discretionary technical studies, and fixed corporate G&A cost of about $600,000. Compared to the same quarter last year, total Mt Todd fixed costs in Australian dollar terms remained fairly constant. Similarly, corporate G&A cost were substantially unchanged from Q2 2015. Looking ahead, Fred will comment on future strategies in a moment. I'll simply state that the recent financing will not alter our commitment to cost management and capital discipline. Our cost structure is well defined and or costs are well controlled. Our expenditure guidance remains unchanged from what we have discussed in recent quarters. At Mt Todd, we expect are 2016 fixed cash costs to continue to average approximately $650,000 to $750,000 per quarter, assuming the U.S. dollar Australian dollar exchange rate remains in the current range for that year. In addition, we will continue to consider selective discretionary programs such as technical studies that are expected to add value to the Mt Todd projects. Our 2016 corporate G&A fixed costs are expected to continue to average approximately $750,000 to $850,000 per quarter. That concludes my comments. Fred will now give you an update on recent events at Mt Todd and discuss the recent financing and our strategy going forward.

Thank you, Jack. First of all, I'm pleased to announce that our Mt Todd site management team has achieved four years without a loss time accident. We are very pleased with our health, safety, environmental and social achievements to take our stewardship in these areas very seriously. As you will recall, in December of 2015 we filed our request for authorization of a controlled activity with the Commonwealth Department of Environment as required by the Environmental Protection and Biodiversity Conservation Act. In March, we were notified that the Department of Environment had requested additional information. We have recently completed the studies and evaluations required to satisfy this request and have presented the information requested. We are now once again subject to the review and approval process of the newly named Department of Environment and Energy, and we are hopeful that the approval of our request for authorization of a controlled activity will be granted sometime in the fourth quarter of this year. Turning to the technical and economic aspects of Mt Todd, on our last call we noted that we had completed a comprehensive review and had identified a couple potential process flow sheet improvement opportunities, results obtained from the metallurgical testing design to evaluate one of these opportunities has prompted us to expand the testing program to evaluate a larger sample population to confirm that the results observed thus far can be appropriately applied to the entire Mt Todd deposit. We hope to be able to discuss the proposed changes and their potential impacts on the project later this year. With regards to other projects, I know that there are some on the call today who are interested in the status of our holdings in Mexico. We have signed several confidentiality agreements with regards to the Guadalupe de los Reyes gold and silver project in Sinaloa. Most of the evaluations being conducted are at the level of review of the available data. One company has conducted the site visit. We continue to be open to any form of transaction, be that a joint venture and earn in sale, as long as it represents the realization of true value for shareholders but would emphasize that our primary focus continues to be Mt Todd Gold project in Australia. Our mill equipment continues to be held for sale, and with the improving gold price we are optimistic that a project will emerge that would benefit from the use of the equipment we own, AM King Industries continues to market the equipment package. Finally, let me discuss our recent financing and strategy going forward. Prior to June 14, Vista share price had not exceeded $1. And prior to that time Vista was very clear in communicating that at the then current share prices we would not consider financing activities using equity. With the improvement in our share price to exceed $1 we began to consider the strategic alternatives that we would face in the near future, and as a result, began to communicate that the improved share price provided greater flexibility in project advancement decision making. Our track record demonstrates that we are very sensitive to shareholder dilution. We are shareholders ourselves but we also have a responsibility to manage the Company for the long-term. With our share price in the range of $1.50 to $2 and the gold price pushing above $1,300 an ounce we began to evaluate our longer term needs for cash to advance the development of the Mt Todd Gold project. With this analysis we defined the need for an addition to our treasury to assist -- to assure rather that we have sufficient time to execute. Although we did not determine that the need for additional cash was immediate when a bought deal on reasonable terms relative to the market was offered, we felt it was a compelling strategic opportunity. The effect is that we increased our issued and outstanding shares by approximately 15% which we consider an acceptable level of dilution for the long-term value creation that we believe this financing will afford us. We have been very careful with our cash resources. Our basic fixed costs do not include the discretionary expenditures required to update our current preliminary feasibility study, undertake extensive additional clinical studies, and evaluations, prepared definitive feasibility study or prepare the documents required to file a mine operating permit application. A decision to undertake any of these activities would have decreased the duration of our present cash position or in other words, it would have shortened our runway. This strategic financing is expected to fund several additional years of basic fixed costs, in other words, it will increase our runway and it will provide the flexibility to allow management to proceed towards the development of the Mt Todd project in the most efficient manner when market conditions are most conducive to such a decision. We intend to continue to undertake those activities that will de-risk the project and position the project for the most efficient development possible. We remain committed to undertaking these activities in line with improvements in the markets and in a manner that adds to shareholder value. At the same time, we can assure shareholders that our balance sheet will carry us through any unforeseen gold price corrections during this time. It should be noted that this financing will not change our strong commitment to fiscal discipline or our continued efforts to monetize non-core assets. We will continue to carefully manage expenditures and programs just as we have been doing for the past several years. And you can be assured that we are working very hard to achieve Vista Gold valuations that return to and exceed pre-financing levels. We believe that the leverage to the price of gold that we have enjoyed has now improved with our added runway. Vista Gold is often characterized as an option on gold. We all recognize that longer term options represent far greater value than shorter term options. With the added longevity and the associated de-risking, we believe that the market will more readily subprime a fair value to the Mt Todd Gold project. In conclusion, the recent gold price improvement confirms what we have stated previously, i.e., Vista continues to provide its shareholders with an exceptional leverage to improving gold prices. We are focused on positioning the Mt Todd projects to be efficiently developed in the appropriate market. We continue to seek every opportunity to create value for our shareholders. We believe that the cash and short-term investments that we now have will allow us to complete those programs and milestones that are necessary to prepare the Mt Todd project for development when economic conditions warrant. We are pleased with the share price growth experienced in Q2, and with the selling that has occurred subsequent to the announcement of the recent financing that there is a unique opportunity to acquire Vista shares at what we is a bargain price. We continue to believe that Vista is a compelling investment opportunity. That concludes our prepared remarks. Jack and I will now be happy to respond to any questions from participants on this call.

Thank you. [Operator Instructions] First question comes from Hikal Lee [ph] from Rodman & Renshaw. Please go ahead.

Hi guys, thanks for taking my questions. So congrats on the quarter, congrats on getting the deal done and most importantly, as you mentioned earlier, congratulations on four years with all the loss time incident. Fred, you mentioned recent events at Mt Todd earlier and given the recent deal, is it fair to say that you intend on increasing capital and then not just in 2016 but in 2017 as well at the site from what you sort of mentally budgeted beforehand? And any so -- is there any way at all you can quantify it a little bit?

Yes, our decision to accelerate technical studies and those kinds of expenditures will be entirely driven by where we see the markets going. The completion of the metallurgical testing and the approval of the authorization of a controlled activity are our first priorities. With the completion of the metallurgical testing, we would then be in a position to update our preliminary feasibility study. At the present time, we're hopeful that that could be kicked off later this year with completion sometime in the first half of 2017 as a likely target. We have no plans at this time to commence a definitive feasibility study, that decision would be entirely based on a sustainable and improved gold price, and the confidence that the markets would be willing to finance new gold projects. We don't see ourselves in that position just yet. We know that the time required to update and to complete a definitive feasibility study is on the order of six to eight months. We do not feel pressured to commence this work in the near-term but rather find ourselves with the enviable luxury of being able to watch what transpires in the markets knowing that we have a fairly short fuse on being able to complete that work.

Fair enough. In the recent deal, as you mentioned earlier, you issued about 15% of the shares outstanding. Fixed costs in the future, has anything changed over the past couple of months? I mean you hinted at adding several years a fixed cost with this but can you just qualify cash spend -- many a quarter-by-quarter for the rest of the year and for '17 if you're willing to do that?

Cash spend quarter-by-quarter is going to average anywhere from $1.4 million to $1.6 million. So that's unchanged, and the U.S. dollars covers Australia and the U.S. We see slight upticks typically in Q1, that's the wet season in Australia and its heavier governance costs at the corporate level. But the average is going to remain, and we expect it to substantially unchanged.

And then as much I like to ask for progress about Guadalupe de los Reyes in Sinaloa, in excess of what you described your, your product may be able to say a whole lot and I respect that but I'll just use this as a commoner, as a plug that I think there is true value in the asset, and I hope everyone else listening realizes that and I am confident you guys won't sell below of what it's worth. It sounds like you're not willing to do that which is commendable. Thank you.

I don't think there is anything else that I could add to that. Thank you.

Thank you. [Operator Instructions] Okay, it appears there are no further questions.

I don't think there are further questions but one of the questions that we've received in written format is; why did we decide to undertake the financing at this time? And perhaps Jack could answer that question.

Sure. We've been talking about being funded into 2018, and so the logical question becomes why the financing now? We considered that question very carefully. With the treasury the carriers us into 2018 though we would have had to execute at simple financing before the treasury ran out, probably within the next 12 months. When the advantages of not needing immediate financing which reasonably describes our circumstances right now. With that we're in a far better bargaining position with our bankers; consequently, when a fair deal was offered we were able to negotiate what we believe to be reasonable terms relative to the market. And we felt that we had a compelling strategic opportunity. The alternative would have been to wait to complete the financing in some future date, we didn't say in the next 12 months. Our perception with the terms and the certainty of the deal offered now -- outweigh the risk of rating and perhaps finding yourselves in a weaker or bargaining and the unless favorable terms in the future.

Thanks, John. I would like to close this call. We have we have no further questions. With the following message to our shareholders; we have taken advantage of an opportunity to assure ourselves a longer runway. Nothing has changed with regards to our plans for spending. We are pretty strongly committed to the fiscal management and controlled and judicious use of the resources of the corporation that we have demonstrated over the past several years. We will undertake studies to advance them out. Todd project to position it for a more rapid development to de-risk as we judge is most appropriate given market conditions. And we're delighted to have the flexibility that the additional Treasury allows us -- we have no plans to increase staff to undertake additional programs or anything else. This was purely an opportunity for us to provide more security, greater or longer runway and opportunities to de-risk and provide greater leverage for our shareholders. And we believe that that's what we've done. So with that I will conclude the call. I will thank all of you for your time this afternoon. And as always we appreciate your support and your interest in Vista Gold and with the forward to being able to create greater value for you. Thank you very much.

Ladies and gentlemen, this concludes today's call. Thank you for your participation.