Proxy Statement (Form DEF 14A)

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March 17, 2026

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Dear Shareholder:

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It is my pleasure to invite you to attend the 2026 Annual General and Special Meeting of shareholders of Vista Gold Corp. (the "Meeting") to be held on April 28, 2026 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 2026 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 28, 2026 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 Boardof Directors of the Corporation has fixed March 9, 2026, 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 24, 2026, 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 17, 2026.

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DATED at Englewood, Colorado, this 17^th day of March, 2026.

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BY ORDER OF THE BOARD OF DIRECTORS

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/s/ Frederick H. Earnest

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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, V6C 3L6 on April 28, 2026, 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 17, 2026. Unless otherwise stated, the information contained in this Information Circular is given as at March 9, 2026.

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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 Suite 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 28, 2026.

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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 [email protected]. 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 [email protected], 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 9, 2026.

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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. For a full list of recent positions held by Mr. Clark, please refer to the table above. 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, 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 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. For a full list of recent positions held by Ms. Friedman, please refer to 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. 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 bothhigh integrity and 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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Michel Sylvestre, M.Sc., P. Eng., Director. For a full list of recent positions held by Mr. Sylvestre, please refer to the table above. 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 2025, 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 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.

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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, 2025 and 2024.

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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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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 2025 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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Advisory Vote on the Approval of ExecutiveCompensation

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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 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 2025 compensation of the Corporation's named executive officers.

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At our annual general and special meeting of Shareholders held April 29, 2025, the Shareholders approved the compensation of the Corporation's named executive officers for the fiscal year 2024 ("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

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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 Amendments to the Stock Option Plan

In response to Shareholder feedback and in order to bring the Corporation's equity-based compensation plan in line with market standards and to avoid the potential for excessive costs to the Corporation while retaining the Corporation's ability to compensate its employees and service providers and equity instead of all cash, the Corporation proposes amendment to its Stock Option Plan (the "Amended Stock Option Plan"). The material amendments to the Amended Stock Option Plan are described in further detail below and were approved by the Board of Directors on March 10, 2026.

Shareholder approval is required for the Amended Stock Option Plan pursuant to the terms of the Stock Option Plan and the rules and policies of the NYSE American and the Toronto Stock Exchange ("TSX"). Accordingly, at the Meeting, Shareholders will be asked to consider and, if thought appropriate, approve an ordinary resolution approving the Amended Stock Option Plan (the "Stock Option Plan Amendment Resolution"). The full text of the Stock Option Plan Amendment Resolution is set out in Part I of Appendix "C" to this Information Circular.

Amendment to the Amended Stock Option Plan

The following summary of the Amended Stock Option Plan is qualified in its entirety by the full text of the Amended Stock Option Plan, a blacklined version of which is set out in Appendix "D". Capitalized terms not defined under this heading shall have the meaning ascribed to them in the Amended Stock Option Plan.

The Amended Stock Option Plan provides that no options to purchase Common Shares ("Options") may vest and become exercisable within one year following the date of grant of such Option. Certain adjustment provisions have been added to the Amended Stock Option Plan to contemplate situations where the Corporation undergoes a subdivision, consolidation or reclassification of outstanding Common Shares or other capital adjustment; amalgamates, consolidates, or combines with or merges with or into another body corporate, whether by way of amalgamation, arrangement or otherwise; or effects a change to the Corporation's currently authorized Common Shares or any other change affecting the Common Shares; is subject to a Take-Over Bid; or in the event of a Change of Control.

In the event of a subdivision, consolidation or reclassification of outstanding Common Shares or other capital adjustment, or the payment of a stock dividend thereon, the number of Common Shares reserved or authorized to be reserved under the Amended Stock Option Plan, the number of Common Shares issuable on the exercise of an Option and the Exercise Price therefor shall be increased or reduced proportionately, subject to adjustment in the discretion of the Board.

In the event the Corporation amalgamates, consolidates or combines with or mergers with or into another body corporate, whether by way of amalgamation, arrangement or otherwise, other than in connection with a Change of Control, any Common Share issuable on the exercise of an Option may, at the discretion of the Board, be converted into the securities, property or cash which the Participant would have received upon such amalgamation, consolidation, combination or merger if the Participant had exercised his or her Option immediately prior to the effective date of such amalgamation, consolidation, combination or merger and the Exercise Price shall be adjusted accordingly in the discretion of the Board.

In the event of a change in designation of the Corporation's currently authorized Common Shares, the Common Shares resulting from any such change shall be deemed to be Common Shares within the meaning of the Plan. In the event of any other change affecting the Common Shares, such adjustment, if any, shall be made as may be deemed necessary or equitable by the Board in its discretion to properly reflect such event.

In the event of a Take-Over Bid made by a third party, the Corporation shall use its best efforts to bring such offer to the attention of the Participant as soon as practicable and the Board may, in a fair and equitable manner, require the acceleration of the time for the exercise of the Options granted under the Amended Stock Option Plan. The Board may

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also make appropriate provisions for the exercise of Options (whether vested or unvested) conditional upon the Common Shares resulting therefrom being taken up and paid for under the Take-Over Bid.

In the event of a Change of Control, outstanding Options shall be converted or exchanged into, or for, rights or other securities of substantially equivalent value, as determined by the Board in its discretion, in any entity participating in or resulting from a Change of Control, provided that, the Board may, without the consent of a Participant, cause (i) the termination of any vested Option in exchange for an amount of cash and/or property, if any, equal in value to the amount that would have been attained upon the exercise of such Option or realization of a Participant's rights as of the date of the occurrence of such Change of Control; (ii) the replacement of such Common Share receivable on the exercise of an option with other rights or property selected by the Board in its discretion; or (iii) any combination of the foregoing. Subject to an Option Agreement or as determined by the Board, (i) the Options are not assumed or substituted by a successor entity or (ii) the voting shares of any successor entity resulting from the Change of Control will not be traded on a recognized stock exchange in North America, all Options shall vest and become exercisable immediately prior to consummation of such Change of Control or the Board may determine that the Options shall be terminated in exchange for an amount of cash and/or property, if any, equal in value to the amount that would have been attained upon the exercise of such Options as of the date of the occurrence of such Change of Control. If the Change of Control is not completed within the time specified under the terms of such Change of Control transaction, the Options which vest pursuant to the Amended Stock Option Plan shall be returned by the Corporation to the Participant.

The rules of the TSX require that all unallocated options, rights or other entitlements under a listed corporation's security-based compensation arrangement, which does 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 Amended Stock Option Plan is a "rolling" stock option plan and provides that the maximum number of Common Shares (as defined below) that may be issuable pursuant to Options granted under the Amended Stock Option Plan is a variable number equal to 5% of the total number of Common Shares issued and outstanding as of the date of the grant on a non-diluted basis, and the maximum number of Common Shares that may be issuable pursuant to Options granted under the Amended Stock Option Plan, together with all other security based compensation arrangements of the Corporation, which includes the Corporation's Long Term Incentive Plan ("LTIP") and the deferred share unit plan of the Corporation (the "DSU Plan"), is a variable number equal to 10% of the total number of Common Shares issued and outstanding as of the date of the grant on a non-diluted basis. Accordingly, the unallocated Options under the Amended Stock Option Plan must be approved by a majority of the Corporation's directors and a majority of the votes cast by Shareholders who vote at the Meeting or by proxy at the Meeting on such resolution. The Board unanimously approved all unallocated Options under the Amended Stock Option Plan on March 10, 2026. At the Meeting, Shareholders will be asked to approve all unallocated Options under the Amended Stock Option Plan until April 28, 2029 under the Stock Option Plan Amendment Resolution.

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As of March 9, 2026, there were nil Common Shares issuable upon the vesting and exercise of outstanding Options granted under the Stock Option Plan, 2,681,669 Common Shares issuable upon the vesting of outstanding LTIP Awards (as defined below) 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, 4,706,669 Common Shares (or 3.2% of the total number of issued and outstanding Common Shares) are issuable under the foregoing Options, LTIP Awards and DSUs. 9,788,083 Common Shares (or 6.8% 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 9, 2026 of $2.36 per Common Share, the aggregate market value of the 9,788,083 Common Shares available for future grants under the Amended Stock Option Plan, the LTIP and the DSU Plan would be $23,099,876.

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Currently outstanding Options will be unaffected if this resolution is not approved. However, currently outstanding Options which have been terminated will not be available for re-grant and the Board will not be able to grant new Options if the unallocated Options are not approved. If the unallocated Options are approved at the Meeting, then the unallocated Options will have to be re-approved by the Shareholders at the Corporation's annual general meeting in 2029.

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

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

The approval of the Stock Option Plan Amendment Resolution 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.

The Board recommends that Shareholders vote "FOR" the Stock Option Plan Amendment Resolution. 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 the Stock Option Plan Amendment Resolution 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.

Certain United States Federal Income Tax Consequences

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

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Scope of This Disclosure

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

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Tax Consequences with Respect to Options

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The following is a summary of certain anticipated material U.S. federal income tax consequences with respect to options granted pursuant to the Stock Option Plan. This summary is based on the Code, Treasury Regulations, published IRS rulings, published administrative positions of the IRS. The options granted under the Stock Option Plan are not intended to qualify as "incentive stock options" under Section 422 of the Code. Accordingly, the options should be treated as "non-qualified stock options". In general, the following tax consequences will apply to U.S. Participants:

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U.S. Participants Subject to Section 16(b) of the Securities Exchange Act

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If a U.S. Participant is an executive officer or director subject to Section 16(b) of the Securities Exchange Act of 1934, any Common Shares received upon exercise of an option may, in certain circumstances, be treated as restricted property for purposes of Section 83 of the Code. In that case, such U.S. Participant may be deemed to have acquired the Common Shares at a date up to six months after the date of exercise, and such U.S. Participant will recognize (and be taxed on) ordinary income as of the later date, rather than as of the date of exercise. However, Section 83(b) of the Code allows a U.S. Participant to elect to recognize ordinary income as of the date of exercise, without regard to Section 16(b) restrictions. The U.S. Participant must make the election in the manner specified in Section 83(b) within 30 days after the Common Shares are paid out. If (1) the Common Shares paid out are treated as restricted property for purposes of Section 83 of the Code because of the application of Section 16(b) of the Securities Exchange Act of 1934 and (2) the U.S. Participant does not make a Section 83(b) election within the required time period, the U.S. Participant will recognize and be taxed on ordinary income in the amount of the fair market value of the Common Shares at the later date, rather than recognizing, and being taxed on, ordinary income in the amount of the fair market value of the Common Shares on the exercise date.

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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 Stock Option Plan. 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, 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

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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 ofProxy

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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 Suite 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 24, 2026, 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 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 9, 2026 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 9, 2026, the authorized share capital of the Corporation consists of no maximum number of Common Shares, without par value of which 144,947,520 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; votes withheld in relation to the appointment of auditors 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 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

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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 heldis calculated as the greater of cost, grant date value or market value as of December 31 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, 2025.

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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 9, 2026, 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 9, 2026, 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 information available to the Corporation.

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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

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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 six times during 2025. 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, Patrick Keenan, Michel Sylvestre, and Tracy Stevenson attended all of the meetings of the Board. John Clark and Deborh Friedman attended 11 of 12 meetings of the Board. The President and Chief Executive Officer of the Corporation are required to attend annual general meetings. Attendance by other directors is discretionary. All of the directors attended the 2025 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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PositionDescriptions

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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

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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 officer of the Corporation. No waivers were granted from the requirements of the Corporation's Code of Ethics during the year ended December 31, 2025, 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 Policywhich 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,

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2025.

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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 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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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 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 2025, 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 committeesand 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 John M. Clark and Deborah J. Friedman. Each member of the Audit Committee

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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 inthe preparation 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, 2025. 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 periodically assess the adequacy of and suggest updates to the Corporation's corporate governance policies; 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 Committee also annually assesses and reports to the Board regarding Board effectiveness and periodically conducts and communicates to the Board the results of a detailed survey of Boad members regarding Board, Committee, and individual director effectiveness and performance. The Corporate Governance and Nominating Committee met four times during the fiscal year ended December 31, 2025.

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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 four times during the fiscal year ended December 31, 2025. The duties of the Compensation Committee are described in its charter, which is available on the Corporation's website at www.vistagold.com.

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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, 2025. 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.

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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 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:

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

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Audit Committee Report

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The Audit Committee is responsible for providing independent, objective oversight of the Corporation's accounting functions and internal controls. The Audit Committee acts under a written charter first adopted and approved by the Board in 2007, and most recently amended in October 2024, which is reviewed by the Board periodically. Each member of the Audit Committee is "independent" within the meaning of Rule 10A-3 of the Exchange Act and Section 803(B)(2) the NYSE American Company Guide and "independent" and "financially literate" within the meaning of such terms in NI 52-110. In accordance with Section 407 of the United States Sarbanes-Oxley Act of 2002 and Item 407(d)(5)(ii) and (iii) of Regulation S-K, the Board has identified Patrick F. Keenan as the "Audit Committee Financial Expert." A copy of the Audit Committee Charter is available on the Corporation's website at www.vistagold.com.

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The responsibilities of the Audit Committee include appointing and retaining the accounting firm that serves as the Corporation's independent auditor, which reports to the Audit Committee. The Board recommends to Shareholders the approval of the accounting firm appointed by the Audit Committee. The Audit Committee is responsible for recommending to the Board that the Corporation's financial statements and the related management's discussion and analysis be included in its Annual Report on Form 10-K. The Audit Committee took a number of steps in making this recommendation for fiscal year 2025.

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

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

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Finally, the Audit Committee reviewed and discussed, with the Corporation's management and Davidson & Company, the Corporation's audited consolidated balance sheets as at December 31, 2025, and consolidated statements of income/(loss), cash flows and shareholders' equity for the fiscal year ended December 31, 2025 and the related management's discussion and analysis included in the Corporation's Annual Report on Form 10-K.

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Based on the discussions with Davidson & Company concerning the audit, their independence, the financial statement review, and such other matters deemed relevant and appropriate by the Audit Committee, the Audit Committee recommended to the Board that the Corporation's financial statements and the related management's discussion and analysis be included in the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Submitted on behalf of the Audit Committee,

Patrick F. Keenan(CHAIR)

John M. Clark

Deborah J. Friedman

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Executive Officers

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As of March 9, 2026, the executive officers of the Corporation, their ages and their business experience and principal occupation during the past five years were as follows:

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To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant to which the officer was selected to serve as an officer.

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Executive Compensation

Compensation Discussion and Analysis

Compensation Program Objectives

The Corporation's compensation programs and policies are designed to be competitive with similar mining companies and to recognize and reward executive performance consistent with the achievement of the Corporation's objectives. The programs and policies are intended to provide the Corporation with the means to attract and retain capable and experienced executive talent. The Compensation Committee's role and philosophy is to ensure that the Corporation's compensation practices, as applied to the actual compensation paid to the Corporation's executive officers, are aligned with the Corporation's overall business objectives and with Shareholder interests.

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The Compensation Committee considers a variety of factors when determining compensation policies and programs and individual compensation levels. These factors include the long-range interests of the Corporation and its Shareholders, overall technical, professional and experience needs of the Corporation, the competitive requirements to attract and retain key employees, and the Compensation Committee's assessment of the position requirements for each executive's role in the Corporation. The Compensation Committee does not weigh any of these factors more heavily than others and does not use any formula to assess these factors but rather considers each factor in its judgment and discretion.

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The Compensation Committee has the authority to engage and compensate, at the expense of the Corporation, any outside advisor that it determines necessary to permit it to carry out its duties. The Corporation did not pay any fees to or engage any compensation consultant for services in 2025 or 2023. In 2024, the Compensation Committee engaged Hugessen Consulting Inc. ("Hugessen"), an independent compensation advisor, to review director and executive officer compensation. Fees billed to the Corporation by Hugessenin 2024 in connection with the review of director and executive officer compensation were C$44,000. During 2024, the Compensation Committee was assisted by Hugessen in determining appropriate levels of compensation for the Corporation's directors and executive officers. Hugessen compiled data from publicly available information for all categories of compensation (directors' fees, executive base salaries, share-based incentives, and short-term incentives) from a peer group of companies in the mining sector. Hugessen's peer group of companies was developed using one or more of the following selection criteria:

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Based upon considerations of the selection criteria, the following peer group of companies was usedfor the Corporation's 2025 internal compensation review (collectively, the "Peer Group").

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The Board determines when it is appropriate to grant annual discretionary incentive awards. Based on the achievement of goals and objectives in 2023, 2024, and 2025, cash incentive awards were paid in March 2024 and March 2025, and are expected to be paid in March 2026.

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Role of Executive Officers in Determining Compensation

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The Compensation Committee reviews and recommends to the Board the compensation policies and programs of the Corporation, as well as salary and benefit levels for individual executives. The President and Chief Executive Officer of the Corporation may not be present during meetings of the Compensation Committee or the Board when his compensation is being discussed. The executive officers prepare and present to the Compensation Committee surveys, analyses, reports, and recommendations, as the Compensation Committee may request, including independent industry surveys. The Board makes the final determination regarding the Corporation's compensation programs and practices.

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Elements of the Corporation's Compensation Program for Fiscal Year 2025

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The 2025 compensation plan for executive officers was comprised of the following components: base salary, cash- based awards under the Corporation's Short Term Incentive Program (the "STIP") and share-based awards under the Corporation's Stock Option Plan and Long Term Incentive Plan ("LTIP"). Directors are eligible to receive share- based awards under the Stock Option Plan and the Corporation's Deferred Share Unit Plan (the "DSU Plan").

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There is no set policy or target regarding allocation between cash and non-cash elements of the Corporation's compensation program. The Compensation Committee reviews annually the total compensation package of the Corporation's executives on an individual basis, against the compensation goals and objectives and the industry compensation data described above and makes recommendations to the Board concerning the individual components of compensation.

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Base Salary

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As a general rule for establishing base salaries, the Compensation Committee periodically reviews competitive market data for each executive position and determines placement of the employee at an appropriate level in a range. Compensation levels are typically negotiated with the candidate for the position prior to his or her final selection as an executive officer. Salaries for the executive officers are reviewed at least annually to reflect external factors such as market and inflation as well as overall corporate performance and the results of internal performance reviews.

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Short Term Incentive Plan

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The STIP providesthe opportunity for executive officers and management personnel to earnat risk discretionary incentive payments based on a percentage of base salary. All executive officers and management personnel participate in the STIP. The discretionary incentive payment for Mr. Earnest, President, and Chief Executive Officer of the Corporation, is an amount determined annually by the Board. The performance of the President and Chief Executive Officer is, however, generally evaluated using the same performance objectives applied to other executive officers and management personnel.

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The Compensation Committee determines executive incentive compensation considering three primary factors:

(1) corporate liquidity; (2) achievement of overall corporate goals, which are typically evaluated following the conclusion of each year; and (3) individual performance.

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Under the STIP, the Board, acting at its sole discretion, may grant cash awards. In 2023, 2024, and 2025 the Corporation granted awards under the STIP to incentivize and reward the achievement of corporate goals and

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objectives. Discretionary cash incentive payments were paid in 2023, 2024, and 2025.

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The following tables summarize the corporate objectives for 2025 and the scores for key executives relative to the achievement of each objective as well as the relative weighting for each objective.

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The following tables summarize the corporate objectives for 2026 and the weighting that will be used to assess the achievement of these objectives for the named executive officers (defined below).

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Share-Based Incentive Awards

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The Corporation provides share-based incentives to employees and directors under three separate share-based incentive plans, the Stock Option Plan, the LTIP, and the DSU Plan (collectively, the "Plans"), which are designed to align compensation with the enhancement of Shareholder value. The Plans are administered by the Compensation Committee (as delegated by the Board). The Plans are designed to be complementary.

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The Stock Option Plan provides for grants of Options to directors, officers, employees and consultants of the Corporation or its subsidiaries (each, an "Optionee").

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The LTIP provides grants of LTIP Awards to officers, employees and consultants of the Corporation or its subsidiaries (each, an "LTIP Participant"). Non-employee directors are not eligible for grants of RSUs and Restricted Stock under

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the LTIP. RSU awards were granted in 2023, 2024, and 2025.

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The DSU Plan provides for grants of DSUs to Eligible Directors (as defined below).

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The following table sets out the maximum number of Common Shares issuable pursuant to the terms of the Plans and applicable securities laws.

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Notes:

⁽¹⁾To be calculated based on the aggregate number of issued and outstanding Common Shares on a non-diluted basis.

⁽²⁾Together with all other security based compensation of the Corporation.

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As of March 9, 2026, an aggregate of 4,706,669 Common Shares (or 3.2% of the total number of issued and outstanding Common Shares) are issuable under the Stock Option Plan, the DSU Plan and the LTIP pursuant to outstanding Options, DSUs and RSUs and 9,788,083 Common Shares (or 6.8% of the total number of issued and outstanding Common Shares) in aggregate remain available for future grants under the Stock Option Plan, DSU Plan and LTIP.

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As of March 9, 2026, 4,706,669 Common Shares issuable under the Stock Option Plan, DSU Plan and LTIP was comprised of: (i) 2,025,000 Common Shares (or 1.4% of the total number of issued and outstanding Common Shares) issuable upon the distribution of DSUs granted under the DSU Plan and (ii) 2,681,669 Common Shares (or 1.9% of the total number of issued and outstanding Common Shares) issuable upon the vesting of RSUs granted under the LTIP pursuant to outstanding awards. The maximum number of Common Shares which may be reserved, set aside, and made available for issue under the Stock Option Plan, DSU Plan, and LTIP combined is a variable number equal to 10% of the issued and outstanding Common Shares on the date of the grant on a non-diluted basis.

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As of March 9, 2026, 14,494,752 Common Shares (or10.0% of the total number of issued and outstanding Common Shares) remain available for future grants under the Stock Option Plan, 2,323,426 Common Shares (or 1.6% of the total number of issued and outstanding Common Shares) remain available for future grants under the DSU Plan, and 4,565,707 Common Shares (or 3.1% of the total number of issued and outstanding Common Shares) will remain available for future grants under the LTIP. However, since the Corporation has not received shareholder approval of the unallocated Common Shares issuable pursuant to the grant of stock options under the Stock Option Plan pursuant to the requirements of the TSX Company Manual, the Corporation currently cannot grant new stock options until such shareholder approval is received. The Board is recommending amendments to the Stock Option Plan and approval of all unallocated Common Shares issuable pursuant to the grant of stock options under the Amended Stock Option Plan. Each amount of Common Shares remaining available for future grants set outin this paragraph is subject to the maximum aggregate of grants under the Stock Option Plan, DSU Plan and LTIP combined of 10% of the issued and outstanding Common Shares on the date of the grant on a non-diluted basis.

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Annual Burn Rates of Options, LTIP Awards and DSUs

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In accordance with the requirements of section 613 of the TSX Company Manual, the following table sets out the burn rate of Options, LTIP Awards and DSUs as of the end of the financial year ended December 31, 2025 and for the two preceding financial years. The burn rate is calculated by dividing the number of Options, LTIP Awards or DSU Awards, as applicable, granted under the Plans during the relevant fiscal year by the weighted average number of securities outstanding for the applicable financial year.

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Further details of the objectives and operations of each of the Plans are discussed in the sections below.

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Stock Option Plan

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The Compensation Committee has discretion to determine (i) the total number of optioned shares made available under the Stock Option Plan, (ii) the directors, officers, employees and consultants of the Corporation or its subsidiaries who are eligible to receive Options, (iii) the time when and the price at which Options will be granted and exercised, and (iv) the conditions and restrictions on the exercise of Options. As noted above, currently, new stock options may not be granted under the Stock Option Plan until shareholder approval of the unallocated Common Shares underlying stock options under the Stock Option Plan or the Amended Stock Option Plan is received.

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The exercise price of an Option must not be less than the closing price of the Common Shares on (i) in the case of Options with an exercise price in U.S. dollars, the NYSE American, or (ii) in the case of Options with an exercise price in Canadian dollars, the TSX, in either case, on the last trading day preceding the date of grant.

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Options become exercisable only after they vest in accordance with the respective option agreement and must expire no later than ten years from the date of grant; provided that, if the expiry date of an Option occurs during a blackout period, such expiry date will be the date that is the 10th business day after the last day of the applicable blackout period pursuant to the terms of the Stock Option Plan. An Optionee has no rights whatsoever as a Shareholder in respect of the Common Shares subject to unexercised Options. Options for employees are subject to withholding taxes.

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The Stock Option Plan provides that the maximum number of Common Shares that may be issuable pursuant to Options granted under the Stock Option 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. The Amended Stock Option Plan, to be considered and, if thought appropriate, approved by Shareholders at the Meeting, provides for a reduction to this maximum to 5% of the total number of Common Shares issued and outstanding as of the date of the grant on a non-diluted basis. The maximum number of Common Shares that may be issuable pursuant to Options granted under the Stock Option Plan, together with all other security based compensation arrangements of the Corporation, 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.

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In addition, notwithstanding any other provision of the Stock Option Plan, the maximum number of Common Shares that may be issuable pursuant to Options granted under the Stock Option Plan: (i) issuable to any one individual under

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the Stock Option Plan, together with the Common Shares issuable under all Security Based Compensation Arrangements of the Corporation, shall not exceed 5% of the total number of issued and outstanding Shares on a non-diluted basis; (ii) issuable to Insiders of the Corporation, together with the Common Shares issuable to Insiders under all Security Based Compensation Arrangements of the Corporation, shall not exceed 10% of the total number of issued and outstanding Common Shares on a non-diluted basis; (iii) issued to Insiders within any one year period, together with the Common Shares issued under all Security Based Compensation Arrangements of the Corporation, shall not exceed 10% of the total number of issued and outstanding Common Shares on a non-diluted basis; (iv) issuable to Participants that are non-employee directors of the Corporation, shall not exceed the lesser of: (A) 1% of the issued and outstanding Common Shares; and (B) an annual value of $150,000 per non-employee director Participant; and issuable to any Participant under the Stock Option Plan within any calendar year period shall not exceed 3,000,000 Shares in the aggregate.

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Causes of Cessation of Options

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Pursuant to the terms of the Stock Option Plan, if any Optionee ceases to be a director, officer or employee of the Corporation or its subsidiaries, as a result of termination for "cause" (as defined in the Stock Option Plan), all unexercised Options will immediately terminate. If an Optionee ceases to be a director, officer or employee of the Corporation, or its subsidiaries, or ceases to be a consultant to the Corporation, for any reason other than termination for cause, his or her Options may be exercised up to, but not after, the earlier of 30 days from the date of ceasing to be a director, officer, employee or consultant, or the expiry date of the Option to the extent they were exercisable. In the event of death of an Optionee, the legal representatives of such Optionee have the right to exercise the Options at any time up to, but not after, the earlier of 90 days from the date of death or the expiry date of such Option.

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No Assignment or Transfer of Options

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An Option is not transferable or assignable other than by will or other testamentary instrument or the laws of succession or administration and may be exercisable during the lifetime of the Optionee only by such Optionee.

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Long Term Equity Incentive Plan

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The Compensation Committee determines the persons to whom LTIP Awards are to be made; determines the type, size, terms, and conditions of LTIP Awards; interprets the LTIP; adopts, amends, and rescinds administrative guidelines and other rules and regulations relating to the LTIP; and makes all other determinations and takes all other actions it believes are necessary or advisable for the implementation and administration of the LTIP.

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The LTIP provides that the Compensation Committee may, in its sole discretion, grant awards of RSUs and/or Restricted Stock to any LTIP Participant. All grants of LTIP Awards are subject to the terms and conditions of an LTIP Award agreement entered into between the Corporation and the LTIP Participant at the time the LTIP Award is granted.

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RSUs are not Common Shares but rather represent a right to receive Common Shares from the Corporation at a future date. The Compensation Committee has the authority to make the receipt of Common Shares subject to the grant of RSUs conditional upon the expiry of a time-based vesting period, the attainment of specified performance goals or such other factors as the Compensation Committee determines in its discretion. Common Shares issuable pursuant to the vesting of RSUs will be registered in the name of the LTIP Participant and upon such issuance of Common Shares the vested RSUs will be cancelled. RSUs are settled in Common Shares, unless (i) the Corporation withholds shares equivalent to the value of employee withholding tax obligations which result from RSUs vesting; or (ii) the Corporation offers the LTIP Participant the option to receive cash in lieu of Common Shares based on the Fair Market Value (as defined in the LTIP) at the time of settlement.

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Restricted Stock are Common Shares which are subject to such restrictions as the Compensation Committee may impose, such as forfeiture conditions, transfer restrictions or a restriction on, or prohibition against, the right to receive any dividend or other right or property with respect thereto. The Compensation Committee has the authority to establish the terms for the lapse of restrictions applicable to Restricted Stock conditional upon the expiry of a time- based vesting period, the attainment of specified performance goals or such other factors as the Compensation Committee may determine in its discretion. Upon grant of Restricted Stock, the Corporation issues and holds share certificates registered in the name of such LTIP Participants. The share certificates bear a legend referring to the LTIP Award agreement and the possible forfeiture of such shares of Restricted Stock.

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The duration of the vesting period and other vesting terms applicable to grants of RSUs or Restricted Stock are determined at the time of the grant by the Compensation Committee and such vesting period must be a minimum of one year in duration.

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In administering the LTIP, the Compensation Committee conducts annual reviews of corporate performance and the LTIP Participants' performance to determine whether performance goals have been achieved. The Compensation Committee also takes into consideration past LTIP Award grants and existing unvested LTIP Awards when considering whether to grant new LTIP Awards. The Compensation Committee set personal objectives for the STIP Participants, which are aligned with items of corporate strategy, health, safety environment and social responsibility, regulatory compliance, and fiscal management. Performance goals in the past included items such as attainment of certain regulatory permits relating to Mt Todd; completion of economic and technical feasibility studies on Mt Todd, including the feasibility studies for Mt Todd and the achievement of certain share price performance criteria.

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Causes of Cessation of LTIP Awards

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Except as otherwise determined by the Compensation Committee, upon a Termination Date (as defined in the LTIP) that occurred as a result of the death or disability of the LTIP Participant, all vested LTIP Awards will enure to the benefit of the LTIP Participant's heirs, executors and administrators. Except as otherwise determined by the Compensation Committee, if an LTIP Participant's employment, term of office or engagement is terminated for cause or in the case of a consultant participant, for breach of contract, any LTIP Awards held by the LTIP Participant (whether vested or not) are forfeited to the Corporation. The LTIP provides for a number of instances that permit the Compensation Committee to accelerate the vesting of any outstanding LTIP Awards.

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Unless otherwise determined by the Compensation Committee or the Board at or after the date of grant, if an LTIP Participant ceases to be employed or engaged by the Corporation or its subsidiaries within 12 months following a Change in Control (as defined in the LTIP) for any reason other than for cause, voluntary resignation (other than for good reason (as defined by the LTIP)), retirement, death or disability, each LTIP Award held by that LTIP Participant that is not fully vested on the date at which such person ceases to be a director, officer or consultant shall become free of all restrictions, conditions and limitations, and become fully vested.

The Board shall have the discretion to authorize such steps to be taken as it may consider to be equitable and appropriate in the event of any Share Reorganization, Corporate Reorganization or Special Distribution (each of such terms as defined in the LTIP), including the acceleration of vesting in order to preserve proportionately the rights, value, and obligations of the LTIP Participants holding LTIP Awards in such circumstances.

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No Assignment or Transfer of LTIP Awards

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No assignment or transfer of LTIP Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such LTIP Awards whatsoever in any assignee or transferee. Immediately upon any assignment or transfer, or any attempt to make the same, such LTIP Awards will terminate, provided that any LTIP Awards held by a LTIP Participant that have vested at the Termination Date will enure to the benefit of the LTIP Participant's heirs, executors and administrators.

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Current LTIP Awards

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Employees and consultant companies of the Corporation or its subsidiaries are eligible to receive LTIP Awards under the LTIP. Currently there are three executive officers six 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.

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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.

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Deferred Share Unit Plan (DSU Plan)

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The purpose of the DSU Plan is to assist the Corporation in attracting, retaining, and motivating non-employee

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directors of the Corporation and to more closely align the personal interests of such persons with Shareholders, thereby advancing the interests of the Corporation and its Shareholders and increasing the long-term value of the Corporation. Any individual who is a non-employee director of the Corporation (an "Eligible Director") is eligible to participate in the DSU Plan.

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The DSU Plan is administered by the Board, which, from time to time in its sole discretion, will cause the Corporation to enter into agreements effecting grants of DSUs to Eligible Directors ("DSU Plan Participants"), pursuant to which the Corporation will agree to pay, and the DSU Plan Participant will have the right to receive, Common Shares (the "Payment Shares"). In respect of each grant of DSUs, the Board will determine, among other things, the number of DSUs allocated to the DSU Plan Participant and such other terms and conditions of the DSUs applicable to each grant.

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DSUs are fully vested upon being granted and credited to an account maintained by the Corporation for each DSU Plan Participant by means of bookkeeping entry ("DSU Account"). Notwithstanding the vesting of DSUs, the DSU Plan Participants receive payment shares only after they have ceased to be a director of the Corporation.

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The term during which a DSU may be outstanding will, subject to the provisions of the DSU Plan (which require or permit the acceleration or the extension of the term), be such period as may be determined from time to time by the Board, but subject to the rules of any stock exchange or other regulatory body having jurisdiction over the Corporation.

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Notwithstanding any other provision of the DSU Plan, the maximum number of Common Shares issuable pursuant to outstanding DSUs at any time is limited to 3% of the aggregate number of issued and outstanding Common Shares on a non-diluted basis. Also, the maximum number of Common Shares available for issuance pursuant to outstanding DSUs under the DSU Plan, together with all other security-based compensation arrangements, which include the Stock Option Plan and the LTIP, may not exceed 10% of the Common Shares outstanding from time to time, on a non- diluted basis.

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In addition, the number of Common Shares issuable to insiders of the Corporation, at any time, within any one-year period pursuant to DSUs together with any other security-based compensation arrangements, may not exceed 10% of the issued and outstanding Common Shares on a non-diluted basis. The number of Common Shares issued to Eligible Directors shall not exceed the lesser of (i) 1% of the issued and outstanding Common Shares per Eligible Director; and (ii) an annual DSU value of $150,000 per Eligible Director.

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DSUs that are cancelled, terminated or expire result in the Common Shares that were reserved for issuance thereunder being available for a subsequent grant of DSUs pursuant to the DSU Plan. Any increase in the issued and outstanding Common Shares (whether as a result of the issue of Common Shares pursuant to DSUs or otherwise) will result in an increase in the number of Common Shares that may be issued pursuant to DSUs outstanding at any time. Further, if the acquisition of Common Shares by the Corporation for cancellation should result in the above tests no longer being met, this will not constitute non-compliance with the above limitations for any awards outstanding prior to such purchase of Common Shares for cancellation.

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Causes of Cessation of DSU Plan Awards

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

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

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No Assignment or Transfer of DSU Plan Awards

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

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

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Amendments to the Plans, Options, LTIP Award Agreements and DSUs

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Subject to the rules, regulations and policies of the TSX, the NYSE American and applicable law, the Compensation Committee may, without notice or Shareholder approval, make certain amendments to the Plans or a specific Option, LTIP Award or DSU Award for the purposes of: (i) altering, extending or accelerating the terms of vesting; (ii) amending the general vesting provisions; (iii) changing termination provisions; (iv) accelerating the expiry date of Options or LTIP Awards; (v) accelerations of time related to third party offers in accordance with the Stock Option Plan and adjustments related to stock divisions, consolidations, share reclassifications, amalgamations, reorganizations or similar transactions in accordance with the Stock Option Plan; (vi) amending or modifying the mechanics of exercise of the Options; (vii) amending termination of employment provisions under the LTIP; (viii) making amendments to protect LTIP Participants; (ix) curing or correcting any ambiguity, defect, inconsistent provision or manifest error; (x) amending definitions; (xi) making amendments of a "housekeeping" or administrative nature; (xii) effecting amendments necessary to comply with the provisions of applicable laws, or desirable for any advantages of any tax law (subject in the case of LTIP, to the Board being of the opinion that such amendments will not be prejudicial to the rights or interests of the participants in the LTIP); and (xiii) any other amendment, whether fundamental or otherwise, not requiring Shareholder approval under applicable law. No amendment of the Plans may contravene applicable laws, including the rules, regulations, and policies of the TSX and the NYSE American.

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Shareholder approval must be obtained for amendments to the Plans that: (i) increase the maximum number of Common Shares issuable under the Plans; (ii) reduce the exercise price of an Option held by a non-insider of the Corporation; (iii) extend the term of any Options held by a non-insider of the Corporation, other than an extension during a Black Out Period (as defined in the Plans); (iv) increase the number of Common Shares issuable to insiders of the Corporation or to non-employee director participants, as applicable; (v) permit Options or DSUs to be transferrable or assignable; (vi) to add categories of persons eligible to participate in the DSU Plan; (vii) amend the amendment provisions in the Plans; (viii) add any form of financial assistance to an LTIP Participant; or (ix) where approval is required by the Exchanges (whether it be Exchange or Shareholder approval).

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Approval by disinterested Shareholders is required for amendments that: (i) could result in the number of Common Shares issuable to insiders of the Corporation exceeding 10% of the issued and outstanding Common Shares; (ii) reduce the exercise price of an Option (including cancellation and reissuance at a lower exercise price) held by insiders of the Corporation; (iii) extend the term of any Option, LTIP Award or DSU Award held by insiders of the Corporation, other than an extension during a Black Out Period; and (iv) require disinterested Shareholder approval under applicable law (including rules of the Exchanges).

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Perquisites and Other Personal Benefits

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The Corporation's named executive officers are not generally entitled to significant perquisites or other personal benefits not offered to the Corporation's employees. The Corporation does sponsor a qualified tax-deferred savings plan for U.S. employees in accordance with the provisions of Section 401(k) of the Code, which is described further below under the heading "Executive Compensation - Pension and Retirement Savings Plans".

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Compensation for the Corporation's Named Executive Officers in 2025

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The Corporation's named executive officers for the fiscal year ended December 31, 2025 were Frederick H. Earnest, who served as the Corporation's President and Chief Executive Officer, Douglas L. Tobler who served as the Corporation's Chief Financial Officer and Pamela A. Solly, who served as the Corporation's Vice President of Investor Relations.

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The Corporation's employment agreements with our named executive officers are described below under the heading

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"Executive Compensation - Executive Employment Agreements". The compensation paid to the Corporation's named executive officers is described below under the heading "Executive Compensation - Summary Compensation Table".

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Effects of Regulatory Requirements on Executive Compensation

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Section 409A of the Code generally affects the granting of most forms of deferred compensation which were not earned and vested prior to 2005. The Corporation's compensation program is designed to comply with the final regulations of the U.S. Internal Revenue Service and other guidance with respect to Section 409A of the Code, and we anticipate that the Compensation Committee will continue to design and administer the Corporation's compensation programs accordingly.

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Various rules under current generally accepted accounting practices impact the manner in which the Corporation accounts for grants of Options to employees, including executive officers, on its financial statements. While the Compensation Committee reviews the effect of these rules when determining the form and timing of grants of Options to the Corporation's employees, including executive officers, this analysis is not necessarily the determinative factor in any such decision regarding the form and timing of these grants.

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Practices Related to Certain Equity Grants

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We do not have a formal policy regarding the timing of the grant of stock option awards, SARs, or similar option-like instruments in relation to the disclosure of material nonpublic information. We have not granted stock options, SARs, or similar option-like instruments in the last two fiscal years and cannot issue stock options unless and until the amendments to our Stock Option Plan are approved by our shareholders. The Compensation Committee has had and will have the discretion of the timing of such grants of stock options, SARs, or similar option-like instruments if and when they are made in the future. The Compensation Committee will consider the timing of the grant of a stock option relative to the existence and timeline for disclosure of material nonpublic information with the goal of ensuring that stock options are not granted immediately prior to or following the release of material nonpublic information or in a manner that affects the value of such awards. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

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Incentive Compensation Recovery Policy

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Our incentive compensation recovery policy applies to all cash and equity-based incentive compensation, whether vested or unvested, paid to our Covered Executives as defined in the incentive compensation recovery policy and includes separate triggers for material financial restatements and improper conduct, including a failure to report.

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The policy provides that, if we undertake an accounting restatement due to the Corporation's material non-compliance with any financial reporting requirements, the Board will evaluate whether the restatement requires recovery of incentive compensation that was awarded based on financial reporting measures that were subsequently restated. The Board may, in its sole discretion after evaluating the associated costs and benefits, recoup or take other action regarding any incentive compensation paid or granted during the previous three years to any Covered Executive that was in excess of what would have been paid or granted to the Covered Executive after giving effect to the restatement.

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Compensation Committee Interlocks and Insider Participation

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No executive officer of the Corporation is or has been a director or a member of the Compensation Committee of another entity having an executive officer who is or has been a director or a member of the Compensation Committee of the Corporation.

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Compensation Committee Report on Executive Compensation

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The Compensation Committee has reviewed and discussed this Compensation Discussion and Analysis with management and based on such review and discussions, the Compensation Committee recommended to the Board that this Compensation Discussion and Analysis be included in this Information Circular.

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Submitted on behalf of the Compensation Committee

JOHN M. CLARK (CHAIR)

Patrick F. Keenan

Michel Sylvestre

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The above filed report of the Compensation Committee will not be deemed to be "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference in any of the Corporation's filings under the United States Securities Act of 1933 or the Exchange Act, each as amended, except to the extent that we specifically so incorporate the same by reference.

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Summary Compensation

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The table below sets forth, for the fiscal years indicated, all compensation awarded to, paid to or earned by those individuals who, during the fiscal year ended December 31, 2025, served as (i) the Corporation's Chief Executive Officer, and (ii) the Corporation'stwo next most highly compensated executive officers whose total compensation was, individually, more than $100,000 during the fiscal year ended December 31, 2025. These officers are referred to in this Information Circular as the Corporation's "named executive officers".

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Pay versus Performance

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As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive "compensation actually paid" (as defined by SEC rules) and certain financial performance metrics of the Corporation for the last three fiscal years. In determining the "compensation actually paid" to our named executive officers, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table ("SCT") in previous years, as the SEC's valuation methods for this section differ from those required in the SCT. The table below summarizes compensation values both as previously reported in our SCT, as well as the adjusted values required in this section.

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The following table sets forth information concerning the compensation of our principal executive officer, or "PEO," and, on an average basis, the compensation of our other named executive officers, or "NEOs," for each of the years ending December 31, 2025, 2024, and 2023, as such compensation relates to our financial performance for each such year. The PEO for each of the years presented within the following tables was Frederick H. Earnest, President, Chief

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Executive Officer and Director. The NEO's for each of the years presented were Douglas L. Tobler, Chief Financial Officer and John W. Rozelle, former Senior Vice President for 2023 and Douglas L. Tobler, Chief Financial Officer and Pamela A. Solly, Vice President of Investor Relations for 2024 and 2025.

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(1) The dollar amounts reported for the PEO under "Compensation Actually Paid" represent the amount of "Compensation Actually Paid" to the PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the PEO's total compensation for each year to determine the compensation actually paid:

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(2) The dollar amounts reported for the NEOs under "Compensation Actually Paid" represent the average amount of "Compensation Actually Paid" to the NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs' average total compensation for each year to determine the compensation actually paid:

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Analysis of the Information Presented in the Pay Versus Performance Tables

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Because we are not a production stage mining company, we did not have any revenue from continuing operations during the periods presented. Consequently, we have not historically focused on net income (loss) as a performance measure for our executive compensation programs. In 2023 and 2025, our net losses were approximately $6.6 million and approximately $7.5 million, respectively, and our net income in 2024 was approximately $11.2 million. During

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the same periods the compensation actually paid to our PEO increased from $585,128 in 2023 to $793,383 in 2024 and to $1,964,028 in 2025. The average compensation actually paid to our other NEOs increased from $350,464 in 2023 to $407,694 in 2024 and to $861,688 in 2025.

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The following graph shows the compensation actually paid to Mr. Earnest and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Earnest) during the periods presented and total Shareholder return over those periods. Total Shareholder return was positive during 2023, 2024, and 2025. Mr. Earnest's compensation actually paid showed an increase in each year from 2023 to 2025. The average amount of compensation actually paid to our NEOs as a group (excluding Mr. Earnest) also increased each year.

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We utilize performance measures to align executive compensation with performance, but those tend not to be financial performance measures, such as total Shareholder return. For example, as described in more detail above in the section "Executive Compensation - Compensation Discussion and Analysis," our named executive officers are eligible to receive short term bonuses which are designed to provide appropriate incentives to our executives to achieve defined annual individual and corporate goals. Additionally, we believe restricted share units, which are an integral part of our executive compensation program, are closely related to the Corporation's performance, although not directly tied to total Shareholder return, because their value is directly correlated to the market price of our Common Shares and requires that the executive officer continues in our employment over the vesting period. As such, these restricted share units strongly align our executive officers' interests with those of our Shareholders by providing a continuing financial incentive to maximize long-term value for our Shareholders and by encouraging our executive officers to continue in our employment for the long-term.

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Executive Employment Agreements

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Employment Agreement with Frederick H. Earnest. Frederick H. Earnest has been engaged under an employment contract effective September 22, 2006, pursuant to which he was initially engaged to serve as Senior Vice President of Project Development of the Corporation. Mr. Earnest's employment agreement has been amended and restated several times throughout his tenure. On November 1, 2012, Mr. Earnest entered into a new employment agreement, which was most recently amended on May 26, 2022.

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Pursuant to the terms of his amended employment contract, Mr. Earnest is to receive an annual base salary of $370,000 and annual discretionary incentive payments. The grant of any incentive payment shall be in the sole discretion of the Board and shall be earned only after the grant thereof by the Board. Mr. Earnest's eligibility to receive such incentive payment is conditioned upon his continued employment, both at the time the Board considers the grant of incentive payments and at the time such incentive payments are actually granted and paid. Mr. Earnest is also eligible to receive other benefits made available to the Corporation's senior executive officers, including participation in any benefit plans and policies.

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In addition, in 2023, the Corporation granted to Mr. Earnest 387,000 RSUs to receive 387,000 Common Shares under the LTIP. In 2024, the Corporation granted to Mr. Earnest 597,000 RSUs to receive 597,000 Common Shares under the LTIP. In 2025, the Corporation granted Mr. Earnest 324,000 RSUs to receive 324,000 Common Shares under the LTIP. See "Executive Compensation - Outstanding Equity Awards and Options Exercised as at December 31, 2025 Table" below for a description of vesting and other terms applicable to Mr. Earnest's Options and RSUs.

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Employment Agreement with Douglas L. Tobler. Douglas L. Tobler has been engaged under an employment contract effective July 1, 2019, pursuant to which he was engaged to serve as Chief Financial Officer of the Corporation and Vista Gold U.S., Inc., its wholly-owned subsidiary. Mr. Tobler's employment agreement was amended and restated effective May 26, 2022.

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Pursuant to the terms of his employment contract, Mr. Tobler is to receive an annual base salary of $290,000 and annual discretionary incentive payments. The grant of any incentive payment shall be in the sole discretion of the Board and shall be earned only after the grant thereof by the Board. Mr. Tobler's eligibility to receive such incentive payment is conditioned upon his continued employment, both at the time the Board considers the grant of incentive payments and at the time such incentive payments are actually granted and paid. Mr. Tobler is also eligible to receive other benefits made available to the Corporation's senior executive officers, including participation in any benefit plans and policies.

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In addition, in 2023, the Corporation granted to Mr. Tobler 200,000 RSUs to receive 200,000 Common Shares under the LTIP.In 2024, the Corporation granted to Mr. Tobler 309,000 RSUs to receive 309,000 Common Shares under the LTIP. In 2025, the Corporation granted Mr. Tobler 167,000 RSUs to receive 167,000 Common Shares under the LTIP. See "Executive Compensation - Outstanding Equity Awards and Options Exercised as at December 31, 2025 Table" below for a description of vesting and other terms applicable to Mr. Tobler's Options and RSUs.

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Employment Agreement with Pamela A. Solly. Pamela A. Solly has been engaged under an employment contract effective April 1, 2019, pursuant to which she was engaged to serve as Vice President of Investor Relations of the Corporation. Ms. Solly's employment agreement was amended and restated effective May 26, 2022.

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Pursuant to the terms of her employment contract, Ms. Solly is to receive an annual base salary of $200,000 and annual discretionary incentive payments. The grant of any incentive payment shall be in the sole discretion of the Board and shall be earned only after the grant thereof by the Board. Ms.Solly'seligibility to receive such incentive payment is conditioned upon her continued employment, both at the time the Board considers the grant of incentive payments and at the time such incentive payments are actually granted and paid. Ms. Solly is also eligible to receive other benefits made available to the Corporation's senior executive officers, including participation in any benefit plans and policies.

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In addition, in 2023, the Corporation granted to Ms.Solly 96,000 RSUs to receive96,000 Common Shares under the LTIP.In 2024, the Corporation granted to Ms. Solly 148,000 RSUs to receive 148,000 Common Shares under the LTIP. In 2025, the Corporation granted Ms. Solly 91,000 RSUs to receive 91,000 Common Shares under the LTIP. See "Executive Compensation - Outstanding Equity Awards and Options Exercised as at December 31, 2025" below for a description of vesting and other terms applicable to Ms. Solly's Options and RSUs.

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Outstanding Equity Awards as at December 31, 2025

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A summary of the number and the value of the outstanding equity awards at December 31, 2025 held by the named executive officers is set out in the table below.

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⁽¹⁾ Each RSU represents a contingent right to receive one Common Share.

⁽²⁾ 38,668 of the RSUs veston March 5, 2026.

⁽³⁾ 418,000 of the RSUs vest on February 26, 2026 provided share price performance of the Common Shares meets certain criteria; 59,667 vest on February 26, 2026 and 59,666 vest on February 26, 2027.

⁽⁴⁾ 227,000 of the RSUs vest on March 4, 2027 provided share price performance of the Common Shares meets certain criteria; 32,334 vest on March 4, 2026, 32,333 vest on March 4, 2027, and 32,333 vest on March 4, 2028.

⁽⁵⁾ 20,000 of the RSUs vest on March 5, 2026.

⁽⁶⁾ 216,000 of the RSUs vest on February 26, 2026 provided share price performance of the Common Shares meets certain criteria; 31,000 vest on February 26, 2026 and 31,000 vest on February 26, 2027.

⁽⁷⁾ 117,000 of the RSUs vest on March 4, 2027 provided share price performance of the Common Shares meets certain criteria; 16,667 vest on March 4, 2026, 16,667 vest on March 4, 2027, and 16,666 vest on March 4, 2028.

⁽⁸⁾ 9,668 of the RSUs vest on March 5, 2026.

⁽⁹⁾ 104,000 of the RSUs vest on February 26, 2026 provided share price performance of the Common Shares meets certain criteria; 14,667 vest on February 26, 2026 and 14,666 vest on February 26, 2027.

⁽¹⁰⁾ 64,000 of the RSUs vest on March 4, 2027 provided share price performance of the Common Shares meets certain criteria; 9,000 vest on March 4, 2026, 9,000 vest on March 4, 2027, and 9,000 vest on March 4, 2028.

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In 2025, the following RSUs held by named executive officers vested: 333,917 RSUs held by Mr. Earnest, 172,668 RSUs held by Mr. Tobler, and 82,583 RSUs held by Ms. Solly.

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Pension and Retirement Savings Plans

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The Corporation sponsors a qualified tax-deferred savings plan in accordance with the provisions of Section 401(k) of the Code, which is available to permanent US-based employees. Under the terms of this plan, the Corporation makes contributions of up to 4% of eligible employees' salaries, subject to statutory maximums. The Corporation has no plans to provide pension or other retirement benefits.

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Nonqualified Deferred Compensation

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The Corporation has no plans that provide for deferred compensation to its executive officers.

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Termination of Employment, Change in Responsibilities and Employment Contracts Payments Upon Termination or Change in Responsibilities

The employment agreements with Frederick H. Earnest, Douglas L. Tobler, and Pamela A. Solly contain provisions which entitle each of them to payments following termination or alteration of their respective employment with the Corporation in the event of a material adverse change, or termination of employment following a change of control or termination of employment by the Corporation without just cause. Each individual, depending on the nature of the termination, will be entitled to continuation of salary, accrued vacation pay, and employer-paid fringe benefits, for a stated period of time. Alternatively, each individual may elect to receive a lump sum payment of these amounts. In the event of termination following a change in control, each individual would also receive payment of amounts due under the STIP program. The total continuation period and lump sum benefit payment amounts between which the executives can choose are set out below.

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"Material adverse change" means the assignment of any duties that are substantially inconsistent with or materially diminish his or her respective position; a material reduction in base salary or other compensation; or the relocation of the primary work location to any location more than 50 miles away from the primary work location as of the date of his applicable agreement.

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"Just cause" includes any of his failure to perform assigned responsibilities that continues unremedied after written notice from the Corporation; death or permanent disability; breach of any fiduciary duty owed to the Corporation; or conviction in a criminal proceeding.

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"Change of control" means any consolidation, merger, reorganization or other transaction of the Corporation that results in the Shareholders owning less than the majority of the aggregate voting power; sale or disposition of all or substantially all of the Corporation's assets; or any transaction which results in the current Board ceasing to constitute the majority of the Board.

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For a description of the treatment of outstanding Options held by named executive officers upon termination, see "Executive Compensation - Compensation Discussion and Analysis - Elements of the Corporation's Compensation Program for Fiscal Year 2025 - Share-Based Incentive Awards - Stock Option Plan" above.

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Other than as described above, the Corporation has no plan or arrangement in respect of compensation received or that may be received by named executive officers to compensate such officers in the event of the termination of their employment, resignation, or retirement, following a change of control of the Corporation, or in the event of a change in responsibilities following any such change of control.

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Executive Incentive Compensation Recovery Policy

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Under the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, the Corporation can recoup those

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improper payments from our executive officers. The SEC also recently adopted rules which direct national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results.

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On October 2, 2023, our Board approved the adoption of an Executive Incentive Compensation Recovery Policy (the "Clawback Policy"), with an effective date of October 2, 2023, in order to comply with the final clawback rules adopted by the SEC under Section 10D and Rule 10D-1 of the Exchange Act ("Rule 10D-1"), and the listing standards, as set forth in Section 811 of the NYSE American Company Guide (the "Final Clawback Rules").

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The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in Rule 10D-1 ("Covered Officers") of the Corporation in the event that the Corporation is required to prepare an accounting restatement, in accordance with the Final Clawback Rules. Under the Clawback Policy, the Corporation may recoup from the Covered Officers erroneously awarded incentive compensation received within a recovery period of the three completed fiscal years preceding the date on which the Corporation is required to prepare an accounting restatement.

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Compensation of Directors

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The following table sets forth a summary of the compensation earned by thenon-employee directors of the Corporation during fiscal year ended December 31, 2025⁽¹⁾.

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The base cash remuneration to directors includes an annual retainer and Chair fees. Each director earns an annual retainer fee of $32,000. In addition, the Chair of the Board earns an additional fee of $20,000. The Chair of the Audit Committee earns an annual fee of $7,000. The Chair of the Compensation Committee earns an annual fee of $5,000. The Chair of the Corporate Governance and Nominating Committee earns an annual fee of $4,000. The Chair of the Health, Safety, Environment and Social Responsibility Committee earns an annual fee of $4,000. In 2025, each non-employee director was awarded DSUs valued at the time of issuance as set forth in the preceding table. The Common Shares issuable pursuant to these DSUs will be issued at the time each director leaves their position on the Board. The Corporation also reimburses directors for out-of-pocket expenses related to their attendance at meetings. No other amounts were paid or are payable to directors of the Corporation for committee participation or special assignments.

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The total aggregate cash remuneration paid or payable by the Corporation and its subsidiaries during the financial year ended December 31, 2025 (i) to the non-employee directors of the Corporation, in their capacity as directors of the Corporation and any of its subsidiaries, was $200,000 and (ii) to the named executive officers of the Corporation and any of its subsidiaries who received in their capacity as officers or employees of the Corporation aggregate remuneration in excess of C$150,000, was $1,031,745. This sum includes compensation paid to named executive officers pursuant to retirement savings plan of $39,337.

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Securities Authorized For Issuance Under Equity Compensation Plans

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The following table sets out information relating to the Corporation's equity compensation plans as at December 31, 2025. The Corporation's equity compensation plans as of December 31, 2025 were the Stock Option Plan, the DSU Plan and the LTIP.

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As of December 31, 2025, 2,491,669 RSUs were outstanding under the LTIP, 2,025,000 DSUs were outstanding under the DSU Plan, and nil Options were outstanding under the Stock Option Plan to acquire in aggregate 4,516,669 Common Shares, which RSUs, DSUs, and Options have been granted to the directors, officers, employees, and consultants of the Corporation, as applicable.

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Exchange Controls

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There are no governmental laws, decrees or regulations in Canada that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest or other payments to non-resident holders of the securities of Vista Gold, other than Canadian withholding tax. See "Certain Canadian Federal Income Tax Considerations for U.S. Residents" below.

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Certain Canadian Federal Income Tax Considerations for U.S. Residents

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The following summarizes certain Canadian federal income tax consequences generally applicable under the Income Tax Act (Canada) and the regulations enacted thereunder (collectively, the "Canadian Tax Act") and the Canada- United States Income Tax Convention (1980) (the "Convention") to the holding and disposition of Common Shares.

Comment is restricted to holders of Common Shares each of whom, at all material times for the purposes of the Canadian Tax Act and the Convention:

Certain U.S.-resident entities that are fiscally transparent for United States federal income tax purposes (including limited liability companies) are generally not themselves entitled to the benefits of the Convention. However, members of or holders of an interest in such entities that hold Common Shares may be entitled to the benefits of the Convention for income derived through such entities. Such members or holders should consult their own tax advisors in this regard.

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Generally, a holder's Common Shares will be considered to be capital property of the holder provided that the holder is not a trader or dealer in securities, did not acquire, hold, or dispose of the Common Shares in one or more transactions considered to be an adventure or concern in the nature of trade and does not hold the Common Shares as

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inventory in the course of carrying on a business.

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Generally, a holder's Common Shares will not be "taxable Canadian property" of the holder at a particular time at which the Common Shares are listed on a "designated stock exchange" (which currently includes the TSX) unless both of the following conditions are met at any time during the 60-month period ending at the particular time:

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In certain other circumstances, a Common Share may be deemed to be "taxable Canadian property" for purposes of the Canadian Tax Act.

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This summary is based on the current provisions of the Canadian Tax Act and the Convention in effect on the date hereof, all specific proposals to amend the Canadian Tax Act and Convention publicly announced by or on behalf of the Minister of Finance (Canada) on or before the date hereof, and the current published administrative and assessing policies of the CRA. It is assumed that all such amendments will be enacted as currently proposed, and that there will be no other material change to any applicable law or administrative or assessing practice, although no assurance can be given in this respect. Except as otherwise expressly provided, this summary does not take into account any provincial, territorial or foreign tax considerations, which may differ materially from those set out herein.

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This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be and should not be construed as legal or tax advice to any particular U.S. Resident Holder. U.S. Resident Holders are urged to consult their own tax advisers for advice with respect to their particular circumstances. The discussion below is qualified accordingly.

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A U.S. Resident Holder who disposes or is deemed to dispose of one or more Common Shares generally should not thereby incur any liability for Canadian federal income tax in respect of any capital gain arising as a consequence of the disposition. A U.S. Resident Holder to whom the Corporation pays or is deemed to pay a dividend on the holder's Common Shares will be subject to Canadian withholding tax, and the Corporation will be required to withhold the tax from the dividend and remit it to the CRA for the holder's account. The rate of withholding tax under the Canadian Tax Act is 25% of the gross amount of the dividend (subject to reduction under the provisions of an applicable tax treaty). Under the Convention, a U.S. Resident Holder who beneficially owns the dividend will generally be subject to Canadian withholding tax at the rate of 15 % (or 5%, if the U.S. Resident Holder who beneficially owns the dividend is a company that is not fiscally transparent and which owns at least 10% of the voting stock of the Corporation) of the gross amount of the dividend.

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Indebtedness of Directors and Executive Officers

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No current or former directors, executive officers or employees, nor any associates or affiliates of the foregoing persons is, as of the date hereof, indebted to the Corporation or any of its subsidiaries.

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Orders, Penalties and Settlement Agreements

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To the knowledge of the Corporation, no proposed director of the Corporation is, as at the date of this Information Circular, or was within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation), that:

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For the purposes of paragraph (1), above, "order" means: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation that was in effect for more than 30 consecutive days.

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To the knowledge of the Corporation, no proposed director of the Corporation is, as at the date of this Information Circular, or has been within the 10 years before the date of this Information Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

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To the knowledge of the Corporation, no proposed director of the Corporation has, within 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director of the Corporation.

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To the knowledge of the Corporation, no proposed director of the Corporation has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for a proposed director.

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Interest of Certain Persons in Matters to be Acted Upon

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Except as described in this Information Circular, no (i) person who has been a director or executive officer of the Corporation at any time since the beginning of Corporation's the last financial year, (ii) proposed nominee for director, or (iii) associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting (other than the election of directors).

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Interest of Informed Persons in Material Transactions

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Except as described in this Information Circular, no (i) informed person of the Corporation, (ii) proposed director of the Corporation, or (iii) associate or affiliate of any of the foregoing persons, has had any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or its subsidiaries.

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Review, Approval or Ratification of Transactions with Related Parties

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The Corporation has adopted a written policy for the review of transactions with related persons which is available on the Corporation's website at www.vistagold.com. The policy requires review, approval or ratification of all transactions in which (i) the aggregate amount involved will or may be expected to exceed $100,000 in any calendar year; (ii) the Corporation is a participant; and (iii) any directors, executive officers, significant Shareholders and any immediate family member of the foregoing persons has or will have a direct or indirect material interest subject to certain categories of transactions that are deemed to be pre-approved under the policy. As set forth in the policy, the pre-approved transactions include, among others, employment of executive officers, director compensation (in general, where such transactions are required to be reported in the Corporation's proxy statement pursuant to the SEC compensation disclosure requirements), as well as certain transactions where the amounts involved do not exceed specified thresholds, certain charitable contributions and transactions where all Shareholders receive proportional benefits. All related party transactions must be reported for review by the Corporate Governance and Nominating Committee of the Board. Transactions deemed to be pre-approved are not required to be reported to the Committee, except for certain pre-approved transactions, a summary of which must be submitted to the Corporate Governance and Nominating Committee for review at its next following meeting.

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In determining whether to approve or ratify related party transactions, the Corporate Governance and Nominating

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Committee will take into consideration, among other factors it deems appropriate, whether the transactions are on terms no less favorable to the Corporation than those available to unaffiliated third-parties under the same or similar circumstances and the extent of the related person's interest in the transaction. If a related party transaction is to be ongoing, the Corporate Governance and Nominating Committee may establish guidelines for the Corporation's management to follow in its ongoing dealings with the related person.

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Management Contracts

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There are no management functions of the Corporation which are to any substantial degree performed by persons other than the directors, executive officers or managers of the Corporation.

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Shareholder Proposals

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Under the Exchange Act, the deadline for submitting Shareholder proposals for inclusion in the management information and proxy circular for an annual general meeting of the Corporation is calculated in accordance with Rule 14a-8(e) of Regulation 14A to the Exchange Act. If the proposal is submitted for a regularly scheduled annual general meeting, the proposal must be received at the Corporation's principal executive offices not less than 120 calendar days before the anniversary date of the Corporation's management information and proxy circular released to the Shareholders in connection with the previous year's annual general meeting. However, if the Corporation did not hold an annual general meeting the previous year, or if the date of the current year's annual general meeting has been changed by more than 30 days from the date of the previous year's meeting, then the deadline is a reasonable time before the Corporation begins to print and mail its proxy materials. Accordingly, unless the date of the next annual general meeting is changed by more than 30 days from the date of this year's meeting the deadline for submitting Shareholder proposals for inclusion in the management information and proxy circular for the next annual general meeting of the Corporation will be November 17, 2026. If a Shareholder proposal is not submitted to the Corporation by November 17, 2026, the Corporation may still grant discretionary proxy authority to vote on a Shareholder proposal if such proposal is received by the Corporation by January 31, 2027 in accordance with Rule 14a-4(c)(1) of Regulation 14A of the Exchange Act.

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In addition, there are (i) certain requirements relating to Shareholder proposals contained in the Business Corporations Act (British Columbia); and (ii) certain requirements relating to the nomination of directors contained the Articles of the Corporation. If any person entitled to vote at an annual meeting of the Shareholders wishes to propose any matter for consideration at the next annual meeting, in order for such proposal to be considered for inclusion in the materials made available to Shareholders in respect of such meeting, such proposal must be received by the Corporation at its registered office at least three months before the anniversary date of the current year's annual meeting. Accordingly, based on the date of this year's Meeting, the deadline for submitting Shareholder proposals for inclusion in the management information and proxy circular for the next annual general meeting of the Corporation will be January 28, 2026. In addition, such person must meet the definition of a "qualified Shareholder" and otherwise comply with the requirements for Shareholder proposals set out in sections 187 to 191 of the Business Corporations Act (British Columbia).

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In addition, the Corporation's Articles contain an advance notice requirement for director nominations (the "Advance Notice Provisions"). Shareholders who wish to nominate candidates for election as directors must provide timely notice in writing to the Corporation at 8310 S. Valley Highway, Suite 300, Englewood , Colorado 80112. The notice must be given not less than 30 days and no more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be given not later than the close of business on the 10th day following such public announcement. In the case of a special meeting of Shareholders (which is also not an annual meeting) called for the purpose of electing directors, notice must be given not later than the close of business on the 15th day following the day on which the announcement in respect of such meeting was made. The Advance Notice Provisions also prescribe the proper written form for the notice. The Board may, in its sole discretion, waive any requirement of the Advance Notice Provisions. The foregoing description of the Advance Notice Provisions is intended as a summary only and does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the Articles, which contain the full text of the Advance Notice Provisions, and which are available on SEDAR+ at www.sedarplus.ca and the Corporation's website at www.vistagold.com.

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In addition to satisfying the foregoing requirements under our bylaws and the Business Corporations Act (British

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Columbia), to comply with the universal proxy rules, Shareholders who intend to solicit proxies in support of director nominees other than our nominees for the Meeting must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 27, 2027, unless the date of our 2027 annual meeting has changed by more than 30 days calendar days from this year's annual meeting in which case such notice will be due on the later of 60 calendar days prior to the date of the annual meeting or the 10th calendar day following the day on which public announcement of the date of the annual meeting is first made.

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Other Matters

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Management of the Corporation knows of no other matters which will be brought before the Meeting other than those set forth in the Notice of Meeting. Should any other matters properly come before the Meeting, the Common Shares represented by the proxies solicited hereby will be voted on those matters in accordance with the best judgement of the persons voting such proxies.

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Dissenters' Rights of Appraisal

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No action is proposed herein for which the laws of the British Columbia or the Articles of the Corporation provide a right of a Shareholder to dissent and obtain appraisal of or payment for such Shareholder's Common Shares.

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Multiple Shareholders Sharing the Same Address

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The regulations regarding the delivery of copies of proxy materials and annual reports to Shareholders permit the Corporation and brokerage firms to send one annual report and proxy statement to multiple Shareholders who share the same address under certain circumstances. Shareholders who hold their shares through a broker may have consented to reducing the number of copies of materials delivered to their address. In the event that a Shareholder wishes to revoke such a consent previously provided to a broker, the Shareholder must contact the broker to revoke the consent. In any event, if a Shareholder wishes to receive a separate Information Circular and accompanying materials for the Meeting, or the Corporation's Annual Report on Form 10-K for the year ended December 31, 2025, the Shareholder may receive copies by contacting the Corporate Secretary at (720) 981-1185, 8310 S. Valley Highway, Suite 300, Englewood, Colorado 80112. Shareholders receiving multiple copies of these documents at the same address can request delivery of a single copy of these documents by contacting the Corporation in the same manner. Persons holding Common Shares through a broker can request a single copy by contacting the broker.

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Board of Directors Approval

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The undersigned hereby certifies that the contents and sending of this Information Circular to the Shareholders have been approved by the Board.

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Appendices

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Appendix A - Form of Proxy

Appendix B - Mandate of the Board of Directors

Appendix C - Resolutions to Approve the Amended Stock Option Plan and all Unallocated Options Under the Amended Stock Option Plan

Appendix D - Amended Stock Option Plan

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DATED atEnglewood, Colorado, this 17^th day of March, 2026.

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BY ORDER OF THE BOARD OF DIRECTORS

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/s/ Frederick H. Earnest