VGZ Vista Gold Corp

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 in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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VISTA GOLD CORP.

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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, 2025

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The attached Notice of Meeting, Management Information and Proxy Circular and Form of Proxy 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, 2025.

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March 18, 2025

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Dear Shareholder:

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It is my pleasure to invite you to attend the 2025 Annual General and Special Meeting of shareholders of Vista Gold Corp. (the “Meeting”) to be held on April 29, 2025 at 10:00 a.m., PDT, at the offices of Borden Ladner Gervais LLP, Suite 1200, 200 Burrard Street, Vancouver, British Columbia. If you are unable to attend the Meeting in person, please complete, date, sign and deliver the enclosed Form of Proxy by the date and time set out in the Notice of Meeting to ensure that your vote is counted.

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

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Yours truly,

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/s/ Frederick H. Earnest

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FREDERICK H. EARNEST

President and Chief Executive Officer

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VISTA GOLD CORP. NOTICE OF MEETING

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NOTICE IS HEREBY GIVEN THAT the 2025 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, 2025 at 10:00 a.m., 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 Form of Proxy and notes thereto; and (3) the Corporation’s Annual Report on Form 10-K.

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The Board of Directors of the Corporation has fixed March 10, 2025, as the record date for the Meeting.

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If you are a registered Shareholder of the Corporation and are unable to attend the Meeting in person, please date and execute the accompanying Form of Proxy 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., PDT, on April 25, 2025, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Meeting. We encourage Shareholders currently planning to participate in the Meeting to submit their votes or Form of Proxy in advance to ensure their votes will be counted.

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If you are a non-registered Shareholder of the Corporation and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary.

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This Notice of Meeting, the Information Circular, the Form of Proxy and notes thereto for the Meeting, are first being made available to Shareholders of the Corporation on or about March 18, 2025.

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DATED at Englewood, Colorado, this 18^th day of March, 2025.

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BY ORDER OF THE BOARD OF DIRECTORS

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/s/ Frederick H. Earnest

FREDERICK H. EARNEST

President and Chief Executive Officer

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MANAGEMENT INFORMATION AND PROXY CIRCULAR

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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 Columbia on April 29, 2025 at 10:00 a.m., PDT, for the purposes set forth in the accompanying Notice of Meeting.

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It is anticipated that this Information Circular and the accompanying Form of Proxy will be first made available to Shareholders on or about March 18, 2025. Unless otherwise stated, the information contained in this Information Circular is given as at March 10, 2025.

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The executive office of the Corporation is located at 8310 S. Valley Highway, Suite 300, Englewood, Colorado, USA, 80112 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.

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

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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”.

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Important Notice Regarding the Availability of Proxy Materials for the Meeting to be Held on April 29, 2025.

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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 Form of 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.

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

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Requests for paper copies can be made by (1) visiting www.proxyvote.com and completing instructions to request such documents, (2) calling 1-800-579-1639 or (3) sending an email to sendmaterial@proxyvote.com. You will need the control number indicated on your notice of access card to request these documents.

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Copies of the foregoing documents are also available on the Corporation’s website at https://vistagold.com/investors/agm or will be provided by the Corporation, upon request, by mail at 8310 S. Valley Highway Suite 300, Englewood, Colorado 80112; by phone at (720) 981-1185; or by email at ir@vistagold.com, free of charge to Shareholders. The Corporation may require the payment of a reasonable charge from any person or corporation who is not a Shareholder and who requests a copy of any such document. Financial information relating to the Corporation is provided in the Corporation’s comparative consolidated financial statements and management’s discussion and analysis for its most recently completed fiscal year which are contained in its Annual Report on Form

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10-K. Additional information relating to the Corporation is available electronically on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.shtml.

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Particulars of Matters to be Acted Upon

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Election of Directors

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The directors of the Corporation are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are duly elected or appointed, unless their office is earlier vacated in accordance with the Business Corporations Act (British Columbia). The Board proposes to nominate each of the following six incumbent directors for election as a director of the Corporation.

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⁽¹⁾Member of the Corporation’s Audit Committee (the “Audit Committee”).

⁽²⁾Member of the Corporation’s Corporate Governance and Nominating Committee (the “Corporate Governance and Nominating Committee”).

⁽³⁾Member of the Corporation’s Compensation Committee (the “Compensation Committee”).

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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 10, 2025.

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The following are brief biographies of the Corporation’s nominees for election to the Board:

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John M. Clark, B.Com., CPA, CA, Director. In addition to the roles outlined in the table above, Mr. Clark is the Chair of the corporate governance committee for Russel Metals Inc. Mr. Clark earned a Bachelor of Commerce Degree from the University of Witwatersrand in South Africa in 1977, and he received a Higher Diploma in Accountancy from the University of Witwatersrand in 1979. Mr. Clark is currently Chair of the Corporation’s Compensation Committee and a member of the Corporation’s Audit Committee and Corporate Governance and Nominating Committee. He has been a director of the Corporation since May 18, 2001.

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Mr. Clark had a solid background as a chartered accountant before becoming an accomplished entrepreneur involved in investment banking and in investment and management of natural resource companies in Canada. Mr. Clark’s understanding of accounting procedures and controls, coupled with his knowledge of the Corporation’s projects and their financial requirements qualifies him to serve effectively as a member of the Audit Committee and to contribute to the financial management of the Corporation. Mr. Clark’s board experience provides him with expertise and awareness of industry compensation practices to effectively serve as the Compensation Committee’s Chair. His general knowledge of the natural resources industry allows him to participate effectively and provide guidance with regards to matters brought before the Board. As the Corporation executes its business strategy focused on the realization of greater value from the Corporation’s Mt Todd gold project and other corporate development activities, we expect that his contributions to financial planning and controls will be invaluable. Furthermore, he has demonstrated both integrity and high ethical standards in his business dealings and personal affairs, qualities which a person must possess under the Mandate of the Board (attached as Appendix “B” to this Information Circular) in order to be considered for nomination and election to the Board.

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Frederick H. Earnest, B.Sc., President, Chief Executive Officer and Director. For a full list of recent positions held by Mr. Earnest, please refer to the table above. Mr. Earnest earned a Bachelor of Science Degree in Mining Engineering from the Colorado School of Mines in 1987. Mr. Earnest is a member of the Health, Safety, Environment and Social Responsibility Committee. Mr. Earnest has been a director of the Corporation since November 6, 2007.

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Management believes that the leadership skills and dynamic nature that Mr. Earnest possesses make him an invaluable member of management. He understands the technical, economic, and social aspects of the Mt Todd gold project and has contributed significantly to the advancement of the project. In addition, Mr. Earnest has considerable international executive and senior management experience in the development and operation of gold mines. Mr. Earnest relates well to government and stakeholder leaders in the jurisdiction where our core project is located. Management believes that his continued involvement in the execution of the Corporation’s business plan and strategies to realize greater value from Mt Todd will lead to increased Shareholder value. Furthermore, Mr. Earnest has demonstrated both integrity and high ethical standards in his business dealings and personal affairs, qualities which a person must possess under the

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Mandate of the Board (attached as Appendix “B” to this Information Circular) in order to be considered for nomination and election to the Board.

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

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Ms. Friedman has extensive experience in domestic and international mine development projects, including complex development and operations joint ventures, and corporate and project finance matters. Her international experience includes South and Central America, the Pacific Rim including Australia, and Africa. Ms. Friedman has over 30 years of experience being the lead counsel responsible for SEC reporting, public offerings, public merger and acquisition transactions and other capital related matters for a number of publicly traded mining companies, including 15 years of experience with several companies trading both in the United States and Canada. Management expects that Ms. Friedman’s expertise will be valuable as we evaluate and execute strategies to realize greater value from the Mt Todd project and other corporate development activities. Furthermore, Ms. Friedman has demonstrated both integrity and high ethical standards in her business dealings and personal affairs, qualities which a person must possess under the Mandate of the Board (attached as Appendix “B” to this Information Circular) in order to be considered for nomination and election to the Board.

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Patrick F. Keenan, B.S., Director. For a full list of recent positions held by Mr. Keenan, please refer to the table above. In addition, Mr. Keenan graduated with a Bachelor of Science Degree in Accounting from the University of Utah in 1990, and he earned his designation as a Certified Public Accountant in the State of Arizona in 1994. Mr. Keenan was a director of the Federal Reserve Bank of San Francisco – Salt Lake City from 2012 to 2014 and served on the Board of the University of Utah, David Eccles School of Business from 2009 to 2013. He was also on the Advisory Committee of the International Copper Association from 2010 to 2013. Mr. Keenan is Chair of the Audit Committee and a member of the Compensation Committee and Health, Safety, Environment and Social Responsibility Committee. Mr. Keenan has been a director of the Corporation since April 30, 2024.

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Mr. Keenan has more than 30 years of executive mining industry experience. He is an accomplished Chief Financial Officer and Senior Executive with deep leadership experience and accountability for strategy development and execution, business development, corporate finance, financial reporting, investor relations, and governance. Mr. Keenan has a proven record of executive leadership across multiple geographies and strategic execution that has resulted in strong financial and operational results in challenging economic, social, and political environments. The Board believes Mr. Keenan’s extensive industry experience and financial acumen will be beneficial to the Corporation as we continue to seek strategic alternatives for the development of Mt Todd. Furthermore, he has demonstrated both integrity and high ethical standards in his business dealings and personal affairs, qualities which a person must possess under the Mandate of the Board (attached as Appendix “B” to this Information Circular) in order to be considered for nomination and election to the Board.

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Tracy A. Stevenson, B.S., Director. For a full list of recent positions held by Mr. Stevenson, please refer to the table above. In addition, Mr. Stevenson graduated Magna Cum Laude with a Bachelor of Science Degree in Accounting from the University of Utah in 1977, and he earned his designation as a Certified Public Accountant in the State of Utah in 1978. Mr. Stevenson is a member of the Corporate Governance and Nominating Committee. He has been a director of the Corporation since November 6, 2007 and was appointed Non-Executive Chair on April 27, 2023.

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Mr. Stevenson began his career in public accounting before moving to senior financial, strategic planning, information technology and management positions across one of the world’s largest mining companies. Mr. Stevenson’s strategic mindset, interest in efficient development of the Corporation’s projects and keen analytical abilities have contributed to the Corporation’s evaluation of business opportunities and to the development of the Corporation’s business strategy. His past experience as a chief financial officer has been beneficial in many matters specifically related to the Audit Committee. We expect that Mr. Stevenson’s future participation on the Board will be an asset to the Corporation through sound planning and the effective marshalling of the Corporation’s resources. Furthermore, he has demonstrated both high integrity and ethical standards in his business dealings and personal affairs, qualities which a

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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.

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Michel Sylvestre, M.Sc., P. Eng., Director. Mr. Sylvestre has more than 45 years of experience in the mining industry. He holds a M.Sc. and a B.Sc. in Mining Engineering from McGill University and Queen’s University, respectively, and is a member of the Professional Engineers of Ontario and the Canadian Institute of Mining. Mr. Sylvestre is Chair of the Health, Safety, Environment & Social Responsibility Committee and a member of the Compensation Committee. Mr. Sylvestre has been a director of the Corporation since February 13, 2024.

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Mr. Sylvestre retired from his position as Senior Vice President, Americas of Kinross Gold Corp. in November 2022. In addition to the positions described in the table above, Mr. Sylvestre was former President and Chief Executive Officer of Castle Resources Inc. from 2011 to 2014. He worked for Inco Ltd. from 1975 until 2011 where he held senior management positions domestically and internationally, including Chief Executive Officer of Vale Inco, New Caledonia from 2008 to 2009, President of Vale Inco, Manitoba Operations from 2006 to 2008, and Vice President of Operations PT Inco, Indonesia from 2004 to 2006. Mr. Sylvestre has proven success in existing and startup operations, focusing on safety excellence, process optimization, organizational effectiveness, community relations, and sustainability. The Corporation believes Mr. Sylvestre’s broad operations experience and technical expertise will be valuable as we consider development opportunities for the Mt Todd gold project and execute our corporate strategy. Furthermore, he has demonstrated both integrity and high ethical standards in his business dealings and personal affairs, qualities which a person must possess under the Mandate of the Board (attached as Appendix “B” to this Information Circular) in order to be considered for nomination and election to the Board.

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The Board recommends a vote “FOR” each of the nominees for director. Where no choice is so specified with respect to any resolution or in the absence of certain instructions, the proxies given pursuant to this solicitation will be voted “FOR” the nominees listed above.

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Arrangements and Relationships between Officers and Directors

There are no family relationships among any directors, executive officers or persons nominated to be directors of the Corporation. None of the nominees for director has entered into any arrangement or understanding with any other person pursuant to which he or she was, or is to be, elected as a director of the Corporation or a nominee of any other person.

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Other Directorships

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No directors of the Corporation are also directors of issuers with a class of securities registered under Section 12 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or which otherwise are required to file periodic reports under the Exchange Act) except for Deborah Friedman who is a director of Golden Minerals Company.

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Additional Information Regarding Directors

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Additional information regarding the committees of the Board, and the attendance of each director at meetings of the Board and its committees held during 2024, is set out in the section below under “Corporate Governance”. Information regarding executive officers is provided below under “Executive Officers”.

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Voting Procedures for the Election of Directors

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Cumulative voting (i.e., a form of voting where Shareholders are permitted to cast all of their aggregate votes for a single nominee) will not be permitted. The directors must be elected by an affirmative vote of a simple majority of the votes cast for each director, either in person or by proxy, at the Meeting on this matter.

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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 election of directors as disclosed in this Information Circular. Under the rules of the New York Stock Exchange (the “NYSE”), brokers are prohibited from giving proxies to vote on non-contested director election matters unless the beneficial owner of such shares has given voting instructions on the matter. This means that if your broker is the record holder of your common shares in the capital of the Corporation (“Common Shares”), you must give voting instructions to your broker

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with respect to this proposal if you want your broker to vote your Common Shares on the matter.

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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. 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.

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Appointment of Auditor

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The Audit Committee has proposed the appointment of Davidson & Company LLP (“Davidson & Company”) of Vancouver, British Columbia 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. Davidson & Company was appointed as the auditor of the Corporation on June 14, 2023, following the resignation of Plante & Moran, PLLC (“Plante Moran”) at the request of the Corporation. Prior to their resignation, Plante Moran served as the Corporation’s auditor since 2018.

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Representatives of Davidson & Company are expected to be present at the Meeting and to be available to respond to appropriate questions from persons present at the Meeting. If representatives of Davidson & Company 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.

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

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The Board recommends a vote “FOR” the appointment of Davidson & Company of Vancouver, British Columbia 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 Davidson & Company of Vancouver, British Columbia.

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Fees Paid to Auditor and their Independence from the Corporation

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The Corporation retained Davidson & Company to provide services which were paid for the year ended December 31, 2024 and the period June 14 through December 31, 2023. The Corporation retained Plante Moran to provide services which were paid for the period January 1 through June 13, 2023.

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⁽²⁾“Audit Related Fees” represent fees for assistance with the application of accounting and financial reporting standards and regulatory filings.

⁽³⁾“Tax Fees” represent fees for tax compliance, tax consulting and tax planning.

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internal audit co-sourcing services or other matters not covered by Audit Fees, Audit Related Fees, or Tax Fees.

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Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

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The charter of the Audit Committee (the “Audit Committee Charter”) requires the Audit Committee to pre-approve audit and non-audit services provided by the Corporation’s independent auditor. Consistent with applicable laws and the procedures adopted by the Audit Committee, pre-approval of audit and permitted non-audit services has been delegated to one or more members of the Audit Committee, provided that the Audit Committee is informed of any pre-approved services at its next scheduled meeting. All of the engagements and fees by the Corporation’s independent auditor for 2024 were pre-approved. The Audit Committee reviews with the auditor whether the non-audit services to be provided are compatible with maintaining the auditor’s independence.

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Change in Certifying Accountant

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On June 14, 2023, the Audit Committee approved the appointment of Davidson & Company as the Corporation’s independent registered public accounting firm. The decision to change the Company’s independent registered public accounting firm was the result of a request for proposal process. During the fiscal years ended December 31, 2022 and 2021 and through the subsequent interim period preceding their appointment, neither the Company, nor anyone on its behalf, consulted Davidson & Company regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Corporation, and no written report or oral advice was provided to the Corporation by Davidson & Company that was an important factor considered by the Corporation in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

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The Corporation’s prior engagement with Plante & Moran as the Corporation’s independent registered public accounting firm has been concluded with the resignation of Plante Moran at the request of the Corporation. The request for resignation of Plante Moran was considered and approved by the Audit Committee. The resignation was effective as of June 14, 2023.

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The audit reports of Plante Moran on the Corporation’s financial statements for the years ended December 31, 2022 and 2021 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

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For the years ended December 31, 2022 and 2021 and through the subsequent interim period preceding the resignation of Plante Moran, there were no disagreements between the Company and Plante Moran on any matter or accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which would have caused Plante Moran to make reference thereto in its reports on the Company’s financial statements for such fiscal years.

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For the years ended December 31, 2022 and 2021 and through the subsequent interim period preceding the resignation of Plante Moran, there were no reportable events as defined by Item 304(a)(1)(v) of Regulation S-K.

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The Corporation provided Plante Moran with a copy of these disclosures as set forth above and requested that Plante Moran furnish the Company with a letter addressed to the Commission stating whether Plante Moran agrees with the above statements and, if not, stating the respects in which it does not agree. On June 14, 2023, pursuant to the Company’s request, Plante Moran furnished to the Corporation a letter addressed to the Commission stating that Plante & Moran agrees with the above statements. A copy of the response letter from Plante Moran is attached as Exhibit 16.1 to the Company’s Form 8-K as filed with the Commission on June 15, 2023.

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Advisory Vote on the Approval of Executive Compensation

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The SEC’s proxy rules require that the Corporation provide its Shareholders with the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of the Corporation’s named executive officers as disclosed in this Information Circular in accordance with applicable SEC rules.

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As described in greater detail below under the heading “Executive Compensation – Compensation Discussion and Analysis”, the Corporation’s goal for its executive compensation program is to attract, motivate and retain a talented

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team of executives who will provide leadership for its success, and thereby increase Shareholder value. The Corporation believes that its executive compensation program satisfies this goal and is strongly aligned with the long- term interests of its Shareholders. Please see the section “Executive Compensation” and the related compensation tables below for additional details about the Corporation’s executive compensation programs, including information about the fiscal 2024 compensation of the Corporation’s named executive officers.

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At our annual general and special meeting of Shareholders held April 30, 2024, the Shareholders approved the compensation of the Corporation’s named executive officers for the fiscal year 2023 (“Say-on-Pay” vote). At our annual general meeting of Shareholders held April 27, 2023, the Shareholders recommended a frequency for Say-on-Pay votes of every year. Subsequently, the Board adopted the Shareholders’ recommendation of holding Say-on-Pay votes every year. Accordingly, Shareholders are being asked to vote on executive compensation again at this Meeting.

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The Corporation is asking its Shareholders to indicate their support for its named executive officer compensation as described in this Information Circular. This proposal, commonly known as a “say-on-pay” proposal, gives Shareholders the opportunity to express their views on the Corporation’s named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Corporation’s named executive officers and the philosophy, policies and practices described in this Information Circular. Accordingly, the Board recommends 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 in person or by proxy, at the Meeting on this matter.

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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 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, 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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Approval of All Unallocated Awards under the Corporation’s Long Term Equity Incentive Plan

The rules of the Toronto Stock Exchange (“TSX”) require that all unallocated options, rights or other entitlements under a listed corporation’s security-based compensation arrangements, which do not have a fixed maximum aggregate number of securities issuable, be approved every three years by a majority of both the listed corporation’s directors and by its Shareholders. The Corporation’s Long Term Equity Incentive Plan (the “LTIP”) provides that the maximum number of Common Shares available for issuance pursuant to grants of restricted stock (“Restricted Stock”) and/or restricted share units (“RSUs”) of the Corporation (collectively, “LTIP Awards”), together with all other security based compensation arrangements of the Corporation, which includes the Corporation’s Stock Option Plan (the “Stock Option Plan”) and Deferred Share Unit Plan (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

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unallocated LTIP Awards under the LTIP 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 LTIP Awards under the LTIP on February 27, 2025. At the Meeting, Shareholders will be asked to approve all unallocated LTIP Awards under the LTIP until April 29, 2028.

As of March 10, 2025, there were 50,000 Common Shares issuable upon the exercise of outstanding vested Options granted under the Stock Option Plan, 2,688,669 Common Shares issuable upon the vesting of outstanding LTIP Awards (as defined above) granted under the LTIP and 2,025,000 Common Shares issuable upon the vesting of DSUs (as defined below) granted under the DSU Plan. Accordingly, 4,763,669 Common Shares (or 3.8% of the total number of issued and outstanding Common Shares) are issuable under the foregoing Options, LTIP Awards and DSUs. 7,681,881 Common Shares (or 6.2% of the total number of issued and outstanding Common Shares) in aggregate remain available for future grants under the Stock Option Plan, the LTIP and the DSU Plan. Based on the closing price of Common Shares on the NYSE American LLC (the “NYSE American”) on March 10, 2025, of $0.67 per Common Share, the aggregate market value of the 7,681,881 Common Shares available for future grants under the Stock Option Plan, the LTIP and the DSU Plan would be $5,146,860. However, the Corporation cannot grant new stock options until shareholder approval is received for the unallocated Common Shares under the Stock Option Plan, as required by the TSX Company Manual. The Compensation Committee and Board do not plan to seek approval or issue new options this  year. See additional information related to the Stock Option Plan on page 31.

Currently outstanding LTIP Awards will be unaffected if this resolution is not approved. However, currently outstanding LTIP Awards which may be terminated will not be available for re-grant and the Board will not be able to grant new LTIP Awards if the unallocated LTIP Awards are not approved. If the unallocated LTIP Awards are approved at the Meeting, then the unallocated LTIP Awards will have to be re-approved by the Shareholders at the Corporation’s annual general meeting in 2028.

Employees and consultants of the Corporation or its subsidiaries are eligible to receive LTIP Awards under the LTIP. Currently, there are three executive officers, four employees and one consultant that participate under the LTIP. Non-executive directors of the Corporation are not eligible to receive LTIP Awards under the LTIP.

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

The text of the ordinary resolution to approve all unallocated LTIP Awards under the LTIP is set out in Part I to Appendix “C”. Additional information on the LTIP is set out below under the heading “Executive Compensation – Compensation Discussion and Analysis - Elements of the Corporation’s Compensation Program for Fiscal Year 2024 – Share-Based Incentive Awards – Long Term Equity Incentive Plan”. A copy of the LTIP is set out in Appendix “D”.

The approval of the resolution to approve all unallocated LTIP Awards under the LTIP will be granted if passed by an affirmative vote of a simple majority of the votes cast, either by attendance 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 LTIP Awards under the LTIP. Where no choice is 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 all unallocated LTIP Awards under 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 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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Approval of All Unallocated Awards under the Corporation’s Deferred Share Unit Plan

The rules of the TSX require that all unallocated options, rights or other entitlements under a listed corporation’s security-based compensation arrangement, which do not have a fixed maximum aggregate number of securities issuable, be approved every three years by a majority of both the listed corporation’s directors and by its Shareholders. The DSU Plan provides that the maximum number of Common Shares available for issuance pursuant to outstanding deferred share units (“DSU”) of the Corporation (the “DSU Awards”), together with all other security-based compensation arrangements of the Corporation, which includes the Stock Option Plan and the LTIP, 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 DSU Awards under the DSU 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 DSU Awards under the DSU Plan on February 27, 2025. At the Meeting, Shareholders will be asked to approve all unallocated DSU Awards under the DSU Plan until April 29, 2028.

Currently outstanding DSU Awards will be unaffected if this resolution is not approved. However, currently outstanding DSU Awards which may be terminated will not be available for re-grant and the Board will not be able to grant new DSU Awards if the unallocated DSU Awards are not approved. If the unallocated DSU Awards are approved at the Meeting, then the unallocated DSU Awards will have to be re-approved by the Shareholders at the Corporation’s annual general meeting in 2025.

Non-executive directors of the Corporation are eligible to receive DSU Awards under the DSU Plan. Currently, there are five non-executive directors that can participate under the DSU Plan. Employees of the Corporation or its subsidiaries are not eligible to receive DSU Awards under the DSU Plan.

The Board has not granted any DSU Awards that are conditional on the approval of this resolution and there are no existing contractual obligations to issue DSU Awards that are contingent upon the approval of this resolution. Because the grant of DSU Awards under the DSU Plan is at the sole discretion of the Board and the Compensation Committee, it cannot currently be determined how many of such DSU Awards may be granted in the future to any non-employee director of the Corporation.

The text of the ordinary resolution to approve all unallocated DSU Awards under the DSU Plan is set out in Part II to Appendix “C”. Additional information on the DSU Plan is set out below under the heading “Executive Compensation – Compensation Discussion and Analysis – Elements of the Corporation’s Compensation Program for Fiscal Year 2024 – Share-Based Incentive Awards – Deferred Share Unit Plan”. A copy of the DSU Plan is set out in Appendix “E”.

The approval of the resolution to approve all unallocated DSU Awards under the DSU Plan will be granted if passed by an affirmative vote of a simple majority of the votes cast, either in person or by proxy, at the Meeting on this matter.

The Board recommends that the Shareholders vote “FOR” the resolution approving all unallocated DSU Awards under the DSU Plan. 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 all unallocated DSU Awards under the DSU Plan 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 this matter. This means that if your broker is the record holder of your 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 this 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 grant of awards under the LTIP and DSU Plan (collectively the “Plans”). 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

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This summary does not address the U.S. federal income tax consequences of participation in the Plans by a non-U.S. Participant. For purposes of this summary, a “U.S. Participant” is a participant in the Plans 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 Plans who is not a U.S. Participant.

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

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There are no tax consequences to a U.S. Participant or the Corporation by reason of the grant of restricted stock,  restricted share units or deferred share units under the Plans. 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).

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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.

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Change in Control

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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 regarding potential tax liability upon a change in control of the Corporation.

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Certain Special Rules

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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.

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Income Tax Deduction

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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,

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annual compensation paid to a covered executive in excess of $1,000,000 will generally not be deductible.

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Information About Proxies

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Solicitation of Proxies

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The solicitation of proxies by management and the Board will be made primarily by notice and access but solicitation may be made by telephone or in person with the cost of such solicitation to be borne by the Corporation. While no arrangements have been made to date, the Corporation may contract for the solicitation of proxies for the Meeting. Such arrangements would include customary fees, which would be borne by the Corporation.

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Appointment of Proxyholder

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The persons named in the enclosed Form of Proxy for the Meeting are officers of the Corporation and nominees of management and the Board. A Shareholder has the right to appoint some other person, who need not be a Shareholder, to represent such Shareholder at the Meeting by inserting that other person’s name in the blank space provided on the Form of Proxy, which Form of Proxy is set out in Appendix “A”. If a Shareholder appoints one of the persons designated in the accompanying Form of Proxy as a nominee and does not direct the said nominee to vote either “FOR” or “WITHHOLD” from voting on a matter or matters, or where instructions on the Form of Proxy are uncertain with respect to which an opportunity to specify how the Common Shares registered in the name of such registered Shareholder shall be voted, the proxy shall be voted “FOR” the resolutions identified in this Information Circular.

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The instrument appointing a proxyholder must be in writing and signed by the registered Shareholder, or such registered Shareholder’s attorney authorized in writing, or if the registered Shareholder is a corporation, by the authorized representative or a duly authorized person on behalf of such corporation. A proxy must be dated. In order for a proxy to be valid, a registered Shareholder must:

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Revocation of Proxy

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A registered Shareholder may revoke a proxy by delivering an instrument in writing executed by such registered Shareholder (or by the registered Shareholder’s legal representative or trustee in bankruptcy or, where the registered Shareholder is a corporation, by a duly authorized person on behalf of the corporation or by the authorized 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: James Cantwell or to 8310 S. Valley Highway, Suite 300, Englewood, Colorado, USA, 80112 attention: Pamela Solly at any time up to and including 10:00 a.m., PDT, on April 25, 2025, 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 delivering a new Form of Proxy to the registered office of the Corporation or the transfer agent in accordance with the instructions and within the deadline set out in the Notice of Meeting.

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Voting of Proxies

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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 Form of Proxy accordingly. The management nominees designated in the enclosed Form of Proxy 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 absence of certain instructions, the Common Shares represented by a proxy given to management will be voted “FOR” the election

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of nominees to the Board and the resolutions identified in this Information Circular. If more than one direction is made with respect to any resolution, such Common Shares will similarly be voted “FOR” the resolution.

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Exercise of Discretion by Proxyholders

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The enclosed Form of Proxy, when properly completed and delivered and not revoked, confers discretionary authority upon the proxyholders named therein with respect to amendments or variations of matters identified in the accompanying Notice of Meeting, and other matters not so identified which may properly be brought before the Meeting. At the date of this Information Circular, management of the Corporation knows of no such amendments, variations, or other matters to come before the Meeting. If any amendment or variation or other matter comes before the Meeting, the persons named in the proxy will vote in accordance with their best judgement on such amendment, variation or matter, subject to any limitations imposed by applicable law.

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Voting by Beneficial Shareholders

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The information set out in this section is important to many Shareholders as a substantial number of Shareholders do not hold their Common Shares in their own name.

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Persons who hold Common Shares through their brokers, agents, trustees or other intermediaries (such persons, “Beneficial Shareholders”) should note that only proxies deposited by registered Shareholders whose names appear on the share register of the Corporation may be recognized and acted upon at the Meeting. If Common Shares are shown on an account statement provided by a broker, then in almost all cases the name of such Beneficial Shareholder will not appear on the share register of the Corporation. Such Common Shares will most likely be registered in the name of the broker or an agent of the broker. In Canada, the vast majority of such shares will be registered in the name of “CDS & Co.”, the registration name of CDS Clearing and Depositary Services Inc., and in the United States, the vast majority will be registered in the name of “Cede & Co.”, the registration name of the Depository Trust Company, which entities act as nominees for many brokerage firms. Common Shares held by brokers, agents, trustees or other intermediaries can only be voted by those brokers, agents, trustees or other intermediaries in accordance with instructions received from Beneficial Shareholders. As a result, Beneficial Shareholders should carefully review the voting instructions provided by their intermediary with this Information Circular and ensure they communicate how they would like their Common Shares voted.

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Beneficial Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Corporation are referred to as “NOBOs”. Those Beneficial Shareholders who have objected to their intermediary disclosing ownership information about themselves to the Corporation are referred to as “OBOs”. In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators and Rule 14a-13 under the Exchange Act, the Corporation has elected notice-and-access for delivery of the Notice of Meeting, this Information Circular and the Form of Proxy (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 OBOs.

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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:

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VIFs should be completed and returned in accordance with the specific instructions noted on the VIF. The purpose of this procedure is to permit Beneficial Shareholders to direct the voting of the Common Shares which they beneficially own.

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Please return your voting instructions as specified in the VIF. Beneficial Shareholders should carefully follow the instructions set out in the VIF, including those regarding when and where the VIF is to be delivered.

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Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of their broker, agent, trustee or other intermediary, a Beneficial Shareholder may attend the Meeting as a proxyholder for a Shareholder and vote Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting or have someone else attend on their behalf and indirectly vote their Common Shares as proxyholder for the registered Shareholder should contact their broker, agent, trustee, or other intermediary well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their Common Shares as a proxyholder.

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Securities Entitled to Vote

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The Board has fixed the close of business on March 10, 2025 as the record date for the purpose of determining the Shareholders entitled to receive notice of and to vote at the Meeting; the failure of any Shareholder to receive notice of the Meeting does not deprive such Shareholder of the entitlement to vote at the Meeting.

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As of March 10, 2025, the authorized share capital of the Corporation consists of no maximum number of Common Shares, without par value of which 124,455,502 Common Shares are issued and outstanding. Every registered Shareholder who is present in person, by proxy or by authorized representative and entitled to vote at the Meeting shall have one vote and every Shareholder entitled to vote at the Meeting shall on a ballot have one vote for each Common Share they hold.

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Quorum

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Under the Articles of the Corporation, the quorum for the transaction of business at the Meeting is two or more Shareholders entitled to vote at the Meeting represented in person or by proxy.

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Abstentions will be counted as present for purposes of determining the presence of a quorum at the Meeting but will not be counted as votes cast. Broker non-votes (shares held by a broker or nominee as to which the broker or nominee does not have the authority to vote on a particular matter without instructions, see below “Broker Non-Votes”) will not be counted as votes cast for the particular matter. If the Common Shares not voted on a particular matter pursuant to a broker non-vote are voted on other matters at the Meeting at which a broker or nominee have authority to vote without instruction (e.g. the appointment of auditors), then those Common Shares will be counted as present for purposes of determining quorum at the Meeting.

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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.

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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”.

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Broker Non-Votes

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Brokers and other intermediaries, holding Common Shares in street name for their customers, are required to vote the Common Shares in the manner directed by their customers. Under the rules of the NYSE, brokers are prohibited from giving proxies to vote on non-routine matters (including, but not limited to, non-contested director elections, advisory votes on executive compensation, advisory votes on the frequency of advisory votes on executive compensation and the amendment of compensation plans) unless the beneficial owner of such Common Shares has given voting

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instructions on the matter.

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The absence of a vote on a matter where the broker has not received written voting instructions from a Beneficial Shareholder is referred to as a “broker non-vote”. Any Common Shares represented at the Meeting but not voted (whether by abstention or broker non-vote) will have no impact on any matters to be acted upon at the Meeting.

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Ownership of the Corporation’s Common Shares

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Equity Ownership Policy

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The Corporation believes that it is in the best interest of the Corporation and its Shareholders to align the financial interests of the directors and executive officers with the interests of the Shareholders of the Corporation.

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The Corporation adopted an Equity Ownership Policy on February 23, 2021 that requires its directors and executive officers to own Common Shares, restricted share units (“RSUs”), or deferred share units (“DSUs”) of Vista Gold Corp., having a fair market value equal to a multiple of the base annual salary (or in the case of a director, the annual cash retainer) paid to the director or executive officer by the Corporation, as follows:

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Directors are required to achieve this ownership threshold within three years, and executive officers are required to achieve this ownership threshold within five years, from the later of the date this policy is adopted by the Board and the date the individual became a director or executive officer of the Corporation.

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The following may be used in determining Common Share ownership: (a) Common Shares owned directly (including through open market purchases or acquired and held upon vesting of equity awards); (b) RSUs (whether vested or not vested); and (c) DSUs. Unexercised options to purchase Common Shares (“Options”) granted under the Corporation’s Stock Option Plan (the “Stock Option Plan”) (whether vested or unvested) do not count toward the minimum equity ownership requirements.

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If the annual base salary of an executive officer, or the annual cash retainer of a director, is increased, such executive officer or director will be required to achieve the required minimum equity ownership level within two years of the effective date of the increase in base salary or retainer. Each individual director and executive 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.

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

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Compliance with Equity Ownership Policy

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The following table sets forth certain information regarding the equity ownership requirements for directors and executive officers of the Corporation. Directors of the Corporation have three years from the date of appointment to become compliant with the Equity Ownership Policy and executive officers of the Corporation have five years from the date of appointment to become compliant with the Equity Ownership Policy. The Equity Ownership Policy was adopted on February 23, 2021 and the table presents compliance information as of December 31, 2024.

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Ownership by Management

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The following table sets forth certain information regarding beneficial ownership, control or direction, directly or indirectly, of the Common Shares, as of March 10, 2025, by (i) each of the Corporation’s executive officers and directors individually; and (ii) the Corporation’s executive officers and directors, as a group.

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Ownership by Principal Shareholders

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The following table sets forth certain information regarding the ownership of the Common Shares as at March 10, 2025 by each Shareholder known to the Corporation to beneficially own or control or direct, directly or indirectly, more than five percent of the outstanding Common Shares based on such person’s most recently available Schedule 13G filed with the SEC.

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Change in Control

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The Corporation has no charter provisions that would delay, defer, or prevent a change in control of the Corporation.

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The Corporation is not aware of any arrangement that might result in a change in control in the future. To the Corporation’s knowledge there are no arrangements, including any pledge by any person of the Corporation’s securities, the operation of which may at a subsequent date result in a change in the Corporation’s control.

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Corporate Governance

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The Board and executive officers consider good corporate governance to be an important factor in the efficient and effective operation of the Corporation. The Canadian Securities Administrators implemented National Policy 58-201 – Corporate Governance Guidelines and National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) in each of the provinces and territories of Canada. The NYSE American, LLC (the “NYSE American”) has also established rules for corporate governance as detailed in the NYSE American’s Company Guide (the “NYSE American Company Guide”). The Board is of the view that the Corporation’s system of corporate governance meets these sets of guidelines and requirements.

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Board of Directors

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The present Board consists of six directors, five of whom are viewed as being “independent” within the meaning of NI 58-101 and five of whom qualify as “independent” within the meaning of Section 803A of the NYSE American Company Guide. John M. Clark, Deborah J. Friedman, Patrick F. Keenan, Tracy A. Stevenson, and Michel Sylvestre are considered to be independent members of the Board. Frederick H. Earnest is not an independent director because of his management position with the Corporation.

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Board Leadership Structure

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Tracy A. Stevenson is the Chair of the Board and is considered under securities laws to be an independent director. All of the members of the Corporate Governance and Nominating Committee, the Audit Committee and the Compensation Committee are independent directors and each of such committees meets regularly without management present. The Board has reviewed the Corporation’s current Board leadership structure in light of the composition of the Board, the Corporation’s size, the nature of the Corporation’s business, the regulatory framework under which the Corporation operates, the Corporation’s share base, the Corporation’s Peer Group (as defined below) and other relevant factors, and has determined that having a non-executive Chair of the Board is currently the most appropriate leadership structure for the Corporation.

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The Board believes that adequate structures and processes are in place to facilitate the functioning of the Board independently of the Corporation’s management. The independent directors met together without management present five times during 2024. The regularly scheduled committee meetings give the independent directors the opportunity for open and frank discussions on all matters they consider relevant, including an assessment of their own performance. In addition, the Audit Committee meets regularly with the Corporation’s auditor without management present. Accordingly, the Board believes that there is adequate leadership by the independent directors.

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

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Frederick Earnest, Deborah Friedman, and Tracy Stevenson attended all of the meetings of the Board. John Clark attended 11 of 12 meetings of the Board. Michel Sylvestre was appointed to the Board on February 13, 2024 and Patrick Keenan was elected to the Board on April 30, 2024. Following Mr. Sylvestre’s appointment to the Board, he attended all but one meeting of the Board. Following Mr. Keenan’s election to the Board, he attended all meetings of the Board. The President and Chief Executive Officer of the Corporation is required to attend annual general meetings. Attendance by other directors is discretionary. All of the directors attended the 2024 annual general and special meeting in person.

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Mandate of the Board of Directors

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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, 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 Mandate 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.

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Position Descriptions

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

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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, and oversight of Board organization, effectiveness, and satisfaction of its obligations and responsibilities. The Chair also acts as the primary spokesperson for the Board and supports and oversees effective communication with Shareholders, and between the Board and senior management. The Chair also acts in an advisory capacity to the Chief Executive Officer in all matters concerning the interests of the Board and works with the Chief Executive Officer in developing and monitoring the progress of strategic plans and in monitoring policy implementation.

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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. Each Chair provides leadership to its respective committee to assist that committee with operating effectively.

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Orientation and Continuing Education

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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. From time to time, presentations are given to the Board on legal and other matters applicable to the Corporation and directors’ duties.

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Ethical Business Conduct

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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 most recently amended in August 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 Shareholders 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 issues with respect to compliance with the Code of Ethics. The Corporation intends to disclose on its website any amendments to the Code of Ethics and if any waiver from a provision of its Code of Ethics is granted to a director or

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officer of the Corporation. No waivers were granted from the requirements of the Corporation’s Code of Ethics during the year ended December 31, 2024, or during the subsequent period through to the date of this Information Circular.

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The Code of Ethics sets out the procedures with respect to reporting conflicts of interest of directors. Actual or potential conflicts of interests are reported to the Chair of the Corporate Governance and Nominating Committee. Members of the Corporate Governance and Nominating Committee are required to be particularly vigilant in reviewing and approving conflicts of interests.

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Hedging Policy

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The Corporation’s insider trading policy prohibits its directors, officers, certain family members of the directors and officers and any other entities in which such persons have a substantial beneficial interest, serves as trustee or is otherwise owned or controlled by such persons, from engaging in any form of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, in the Common Shares of the Corporation.

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Insider Trading Policy

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The Corporation has adopted an Insider Trading Policy which sets forth insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the registrant's securities by directors, officers and employees, or the registrant itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of the NYSE American. The Corporation’s Insider Trading Policy prohibits our directors, officers, employees and related persons and entities from trading in the Corporation’s securities while in possession of material, nonpublic information. The Corporation’s trading black-out period prevents certain officers of the Company and other designated employees from trading in the Corporation’s securities during certain blackout periods, subject to limited exceptions. In addition, certain officers and directors of the Company are required to obtain approval in advance of transactions in the Corporation’s stock. The foregoing summary of the Corporation’s insider trading policies and procedures does not purport to be complete and is qualified by reference to the Corporation’s Insider Trading Policy, a copy of which can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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Diversity

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The Corporation’s diversity policy (the “Diversity Policy”) is designed to assist the Corporation in achieving various objectives focused on recruiting and managing key talent while promoting diversity and inclusion, including in regard to the representation of women on the Board and in senior executive officer positions. The Diversity Policy sets out the Corporation’s diversity objectives which include, to: (i) consider, recruit, manage and promote individuals who are highly qualified, based on their talents, experience, functional expertise, skills, character, and qualities, and in light of the Corporation’s current and future plans and objectives as well as anticipated regulatory and market developments and other appropriate factors; (ii) consider criteria that promote diversity, including on the basis of age, race, gender, ethnicity, geographic knowledge, industry experience, Board tenure and culture; and (iii) consider the level of diverse representation on the Board and in senior executive officer positions along with other markers of diversity when making recommendations for nominees to the Board or for appointment as senior executive officers and in general with regard to succession planning for the Board and executive officers.

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Pursuant to the Diversity Policy, management periodically reports to the Board regarding the efficacy of steps taken to achieve compliance with this policy. The Board continues to seek more diversity on the Board and in senior executive positions. The Corporation’s Diversity Policy is available on the Corporation’s website at www.vistagold.com.

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Women Board Members and Executive Officers

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Periodically, the Corporate Governance and Nominating Committee performs a review and evaluation of the proportion of women employees at the Corporation, in executive positions and on the Board and reports to the Board on the results of this review and evaluation.

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The Board has not adopted targets for the number of women on the Board or in executive officer positions, as it believes that any director nominee or executive officer should not be chosen or excluded solely or largely on the basis of gender. In identifying and nominating candidates for election or re-election to the Board, the Corporate Governance and Nominating Committee gives consideration to the level of representation of women on the Board, and focuses on

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the skills, expertise and background that would complement the existing Board and anticipated contributions the chosen candidate will make to the Board. Similarly, the Board will consider the level of representation of women in executive officer positions, and make hiring decisions based on skills, abilities and suitability. The Board believes that this approach fosters decisions regarding the composition of the Board and senior management team based on the best interests of the Corporation and its Shareholders.

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Currently, women in Board and executive officer positions include Deborah J. Friedman, representing 17% of the total number of directors, and Pamela A. Solly representing 33% of the executive officers of the Corporation.

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Committees of the Board of Directors

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During 2024, there were four standing committees of the Board: the Audit Committee; the Corporate Governance and Nominating Committee; the Compensation Committee; and the Health, Safety, Environment and Social Responsibility Committee, each described below. Between regularly scheduled meetings, the Board sometimes acts on recommendations of the committees and other matters by unanimous written consent. All of the directors on each committee, except the Health, Safety, Environment and Social Responsibility Committee, are “independent” within the meaning of Section 803A of the NYSE American Company Guide and within the meaning of National Instrument 52-110 – Audit Committees (“NI 52-110”).

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Each committee of the Board evaluates its own effectiveness annually and, at least annually, the Board evaluates the performance of each of its committees. In addition, at least annually, the Corporate Governance and Nominating Committee evaluates the effectiveness of the Board as a whole, considering the size, composition, diversity, operation, practice, tenure policies and adequacy and quality of information provided by management of the Corporation for Board meetings. As well as the foregoing evaluations, periodically each director completes a confidential evaluation of the Board and its committees. The results of these confidential evaluations are summarized by legal counsel and presented to the Board.

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Audit Committee

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The Corporation has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee is Chaired by Patrick F. Keenan. Its other members as of the date of this Information Circular are Deborah J. Friedman and John M. Clark. Each member of the Audit Committee is “independent” within the meaning of Rule 10A-3 of the Exchange Act, Section 803(B)(2) of the NYSE American Company Guide and is “independent” and “financially literate” within the respective 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 Patrick F. Keenan as the “Audit Committee Financial Expert” and has confirmed that Patrick F. Keenan is “financially sophisticated” within the meaning of NYSE American Company Guide Section 803(B)(2). No member of the Audit Committee has participated in preparing of the financial statements of the Corporation or any current subsidiary of the Corporation at any time during the past three years. The Audit Committee, under the guidance of the Audit Committee Charter approved by the Board, monitors and assists the Board in fulfilling its responsibilities in monitoring (i) the Corporation’s accounting and financial reporting processes; (ii) the integrity of the financial statements of the Corporation; (iii) compliance by the Corporation with legal and regulatory requirements; (iv) the independent auditor’s qualifications, independence and performance; (v) the Corporation’s policies and procedures for the identification, assessment and management of business risks; and (vi) business practices and ethical standards of the Corporation. A copy of the Audit Committee Charter is available on the Corporation’s website at www.vistagold.com. The Audit Committee met four times during the fiscal year ended December 31, 2024. Additional information about the Audit Committee is contained below under the heading “Corporate Governance - Audit Committee Report”.

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Corporate Governance and Nominating Committee

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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 M. Clark and Tracy A. Stevenson. The Corporate Governance and Nominating Committee’s functions are to: (i) identify individuals qualified to become members of the Board and to recommend to the Board candidates for appointment, election or re-election as directors; (ii) recommend to the Board director nominees for each Board committee; (iii) consider issues and report to the Board with respect to corporate governance matters; and (iv) review and assess the Corporation’s governance policies. In addition, the Corporate Governance and Nominating Committee reviews related party transactions involving the Corporation. The Corporate

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Governance and Nominating Committee met five times during the fiscal year ended December 31, 2024.

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The Corporate Governance and Nominating Committee believes candidates for the Board should have the ability to exercise objectivity and independence in making informed business decisions; extensive knowledge, experience and judgment; the highest integrity; loyalty to the interests of the Corporation and its Shareholders; a willingness to devote the extensive time necessary to fulfill a director’s duties; the ability to contribute to the diversity of perspectives present in board deliberations; and an appreciation of the role of the Corporation in society. The Corporate Governance and Nominating Committee considers candidates meeting these criteria who are suggested by directors, management, Shareholders, and search firms hired to identify and evaluate qualified candidates. In connection with its assessments of candidates and other governance matters including the size and composition of the Board, the Corporation and Corporate Governance and Nominating Committee consider a number of factors and conditions, including the views of Shareholders. This is a continual process and may result in changes to the size and composition of the Board prior to the Corporation’s next annual general meeting. As such, from time to time the Corporate Governance and Nominating Committee may recommend qualified candidates who are considered to enhance the strength, independence, and effectiveness of the Board. Shareholders may submit recommendations in writing by letter addressed to the Chief Executive Officer of the Corporation or the Chair of the Corporate Governance and Nominating Committee. In addition, subject to the advance notice requirements contained in the Corporation’s Articles, Shareholders may nominate directors at an annual general meeting.

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The Corporate Governance and Nominating Committee oversees the evaluation of the Board composition and members. Periodically, the Corporate Governance and Nominating Committee reviews and makes recommendations regarding the size, composition, operation, practice and tenure policies of the Board, with a view to facilitate effective decision making. The Corporate Governance and Nominating Committee believes it is in the best interests of the Corporation when selecting candidates to serve on the Board to consider the diversity of the Board in accordance with the objectives of the Diversity Policy and to consider candidates on the basis of their talents, experience, functional expertise, skills, character, and qualities, and in light of the Corporation’s current and future plans and objectives as well as anticipated regulatory and market developments and other qualities for nomination. The Corporate Governance and Nominating Committee assesses the effectiveness of this approach as part of its annual review of its charter.

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The Corporate Governance and Nominating Committee utilizes a skills matrix to identify and track areas of strength that the Board believes are important for overseeing the Corporation’s business, management and future growth effectively. The following table reflects the diverse skills and competencies of each individual director nominee in various areas of experience.

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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.

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

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Compensation Committee

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The Compensation Committee is Chaired by John M. Clark. Its other members are Patrick F. Keenan and Michel Sylvestre. 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.”

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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, 2024. 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.

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Health, Safety, Environment and Social Responsibility Committee

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The Health, Safety, Environment and Social Responsibility Committee is Chaired by Michel Sylvestre. Its other members are Frederick H. Earnest and Patrick F. Keenan. 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.

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The Health, Safety, Environment and Social Responsibility Committee met four times during the fiscal year ended December 31, 2024. 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.

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Communications with the Board of Directors

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Shareholders may send communications by letter to the Board, the Chair or one or more of the non-management directors or the Chief Executive Officer of the Corporation at 8310 S. Valley Highway, Englewood, CO 80112 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) of the Board.

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Board’s Role in Risk Oversight

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The Board considers the identification, understanding, 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.

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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.

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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.

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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: