10-K

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ý    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007

OR

o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to                

Commission File Number 1-9025

VISTA GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

Yukon Territory	98-0542444
(State or other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado	80127
(Address of Principal Executive Offices)	(Zip Code)
(720) 981-1185 (Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common shares without par value	American Stock Exchange Toronto Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:    None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:    Yes    o    No    ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act:    Yes    o    No    ý

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to the filing requirements for the past 90 days:    Yes    ý    No    o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K:    ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act: Large Accelerated Filer    o Accelerated Filer    ý Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes    o No    ý

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter:

As of June 30, 2007 being the last business day of the Registrant's most recently completed second fiscal quarter, the aggregate market value of outstanding Common Shares of the registrant held by non-affiliates was approximately $138,000,000.

Outstanding Common Shares:    As of March 17, 2008, 34,414,799 Common Shares of the registrant were outstanding.

Documents incorporated by reference:    To the extent herein specifically referenced in Part III, portions of the registrant's definitive Proxy Statement for the 2008 Annual General Meeting of Shareholders. See Part III.

TABLE OF CONTENTS

	Page
GLOSSARY	1
USE OF NAMES	3
CURRENCY	3
METRIC CONVERSION TABLE	3
UNCERTAINTY OF FORWARD-LOOKING STATEMENTS	3
PART I
ITEM 1. BUSINESS	5
ITEM 1A. RISK FACTORS	12
ITEM 1B. UNRESOLVED STAFF COMMENTS	22
ITEM 2. PROPERTIES	22
ITEM 3. LEGAL PROCEEDINGS	34
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS	35
EXECUTIVE OFFICERS OF THE CORPORATION	35
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	37
ITEM 6. SELECTED FINANCIAL DATA	44
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	45
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	56
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	56
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	97
ITEM 9A. CONTROLS AND PROCEDURES	97
ITEM 9B. OTHER INFORMATION	97
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	98
ITEM 11. EXECUTIVE COMPENSATION	98
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	98
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	98
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	98
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	99

GLOSSARY

"assay" means to test ores or minerals by chemical or other methods for the purpose of determining the amount of valuable metals contained.

"breccia" means rock consisting of fragments, more or less angular, in a matrix of finer-grained material or of cementing material.

"claim" means a mining title giving its holder the right to prospect, explore for and exploit minerals within a defined area.

"Common Shares" means common shares without par value of Vista Gold.

"Computershare" means Vista Gold's registrar and transfer agent, Computershare Investor Services Inc.

"Corporation" means the consolidated group consisting of Vista Gold Corp. and its subsidiaries Vista Gold U.S. Inc., Vista Gold California, LLC, Granges Inc., Vista Gold (Antigua) Corp., Minera Paredones Holdings Corp., Minera Paredones Amarillos S.A. de C.V., Compania Inversora Vista S.A., Minera Nueva Vista S.A., Compania Exploradora Vistex S.A., Idaho Gold Resources LLC, Vista Gold (Barbados) Corp., Vista Minerals (Barbados) Corp., Vista Australia Pty Ltd., Salu Siwa Pty Ltd. and PT Masmindo Dwi.

"cut-off grade" means the grade below which mineralized material or ore will be considered waste.

"deposit" means an informal term for an accumulation of mineral ores.

"diamond drill" means a rotary type of rock drill that cuts a core of rock and is recovered in long cylindrical sections, two centimeters or more in diameter.

"fault" means a fracture in rock along which there has been displacement of the two sides parallel to the fracture.

"heap leach" means a gold extraction method that percolates a cyanide solution through ore heaped on an impervious pad or base.

"mineralization" means the concentration of metals within a body of rock.

"mineralized material" is a mineralized body which has been delineated by appropriately spaced drilling and/or underground sampling to support a sufficient tonnage and average grade of metal(s). Such a deposit does not qualify as a reserve, until a comprehensive evaluation based upon unit cost, grade, recoveries, and other material factors conclude legal and economic feasibility.

"ore" means material containing minerals that can be economically extracted.

"oxide" means mineralized rock in which some of the original minerals have been oxidized (i.e., combined with oxygen). Oxidation tends to make the ore more porous and permits a more complete permeation of cyanide solutions so that minute particles of gold in the interior of the minerals will be more readily dissolved.

"probable reserves" means reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.

"proven reserves" means reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth, and mineral content of reserves are well-established.

"recovery" means that portion of the metal contained in the ore that is successfully extracted by processing, expressed as a percentage.

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"reserves" or "ore reserves" mean that part of a mineral deposit, which could be economically and legally extracted or produced at the time of the reserve determination.

"sampling" means selecting a fractional, but representative, part of a mineral deposit for analysis.

"sediment" means solid material settled from suspension in a liquid.

"stockwork" means a rock mass interpenetrated by small veins of mineralization.

"strike", when used as a noun, means the direction, course or bearing of a vein or rock formation measured on a level surface and, when used as a verb, means to take such direction, course or bearing.

"strike length" means the longest horizontal dimension of an orebody or zone of mineralization.

"stripping ratio" means the ratio of waste to ore in an open pit mine.

"sulfide" means a compound of sulfur and some other element.

"tailings" means material rejected from a mill after most of the valuable minerals have been extracted.

"vein" means a fissure, fault or crack in a rock filled by minerals that have traveled upwards from some deep source.

"volcaniclastic" means derived by ejection of volcanic material from a volcanic vent.

"waste" means rock lacking sufficient grade and/or other characteristics of ore.

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USE OF NAMES

In this report, the terms "we", "our", "Vista Gold" and the "Corporation" unless the context otherwise requires, refer to Vista Gold Corp. and its subsidiaries.

CURRENCY

Unless otherwise specified, all dollar amounts in this report are expressed in United States dollars.

METRIC CONVERSION TABLE

To Convert Imperial Measurement Units	To Metric Measurement Units	Multiply by
Acres	Hectares	0.4047
Feet	Meters	0.3048
Miles	Kilometers	1.6093
Tons (short)	Tonnes	0.9071
Gallons	Liters	3.7850
Ounces (troy)	Grams	31.103
Ounces (troy) per ton (short)	Grams per tonne	34.286

UNCERTAINTY OF FORWARD-LOOKING STATEMENTS

This document, including any documents that are incorporated by reference as set forth on the face page under "Documents incorporated by reference", contains forward-looking statements within the meaning of the Securities Act of 1933 and Securities Exchange Act of 1934 and forward-looking information within the meaning of Canadian securities law. All statements, other than statements of historical facts, included in this document, our other filings with the SEC and Canadian securities commissions and in press releases and public statements by our officers or representatives, that address activities, events or developments that we expect or anticipate will or may occur in the future, including such things as financial and operating results and estimates; potential funding requirements and sources of capital; the performance and results of feasibility studies including the ongoing bankable feasibility study for the Paredones Amarillos Project; receipt of required environmental and other permits for the Paredones Amarillos Project and timing for starting and completion of drilling and testing programs at the Project; anticipated timing of commencement of construction at the Project; results of drilling programs and prospects for exploration and conversion of resources at the Mt. Todd Project; future business strategy; competitive strengths; goals; expansion and growth of our business; legal proceedings; Vista's potential status as a producer; plans; potential project development; estimated completion dates; estimated exploration expenditures; operations; estimates of proven or probable reserves; estimates of mineralized material; current working capital; cash operating costs and other such matters are forward- looking statements. The words "estimate", "plan", "anticipate", "expect", "intend", "believe" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These factors include, among others, the risk that we may be subject to U.S. federal corporate income tax and Canadian income taxes in connection with our distribution of Allied Nevada shares to our shareholders as part of the Arrangement. These also include other risks such as our likely status as a "passive foreign investment company" for U.S. federal tax purposes, and business risks including risks relating to delays and incurrence of additional costs in connection with the feasibility study underway at our Paredones Amarillos Project, uncertainty of feasibility study results and preliminary assessments and of estimates on which such results are based; risks relating to delays in commencement and completion of construction at the Paredones Amarillos Project; risks of significant cost increases; uncertainties concerning availability of equipment or supplies; the risk that our acquisition, exploration

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and property advancement efforts will not be successful; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; uncertainties concerning estimates of reserves or mineralized material; potential effects on our operations of environmental regulations in the countries in which we operate; risks related to repayment of debts; risks related to increased leverage; intense competition in the mining industry; risks due to legal proceedings; uncertainty of being able to raise capital on favorable terms or at all; risks that some of our directors may have conflicts of interest as a result of involvement with other natural resource companies; possible challenges to title to our properties; and risks from political and economic instability in the countries in which we operate. For a more detailed discussion of such risks and other important factors that could cause actual results to differ materially from those in such forward-looking statements please see "Part I—Item 1A. Risk Factors." Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that these statements will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements. Except as required by law, we assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I

ITEM 1. BUSINESS.

Overview

Vista Gold is currently engaged in the evaluation, acquisition, exploration and advancement of gold exploration and potential development projects. Historically, our approach to acquisitions of gold projects has generally been to seek projects within political jurisdictions with well established mining, land ownership and tax laws, which have adequate drilling and geological data to support the completion of a third-party review of the geological data and to complete an estimate of the mineralized material. In addition, we look for opportunities to improve the value of our gold projects through ways including exploration drilling and re-engineering the operating assumptions underlying previous engineering work.

Beginning in 2007, our Board of Directors and management have decided to take on a new direction regarding our more advanced projects. The more advanced projects will move forward through advanced and pre-feasibility studies, so production decisions can be made on those projects.

Currently our holdings include the Paredones Amarillos project in Mexico; the Mt. Todd gold mine in Australia; the Guadalupe de los Reyes project in Mexico; the Yellow Pine project in Idaho; the Awak Mas project in Indonesia; the Long Valley project in California; the Amayapampa project in Bolivia; and mining claims in Colorado and Utah. Additional information about these projects is available in "Item 2. Properties". In May 2007, we transferred our Nevada-based property interests to Allied Nevada Gold Corp. pursuant to the Arrangement Agreement, as defined below.

We do not produce gold and do not currently generate operating earnings. Through fiscal 2007 and fiscal 2008 to date, funding to acquire gold properties, explore and to operate the Corporation has been acquired through equity financings consisting of private placements of equity units consisting of our Common Shares and warrants to purchase Common Shares, public offering of our Common Shares and, in March 2008, a brokered private placement of convertible notes (see "—Subsequent Events—Brokered Private Placement of Convertible Notes", below). We expect to continue to raise capital through additional equity and/or debt financings and through the exercise of stock options and warrants. We anticipate raising funds for interim financing needs through various bridge loan or convertible debt alternatives.

Vista Gold Corp. was originally incorporated on November 28, 1983, under the name "Granges Exploration Ltd.". In November 1983, Granges Exploration Ltd. acquired all the mining interests of Granges AB in Canada. On June 28, 1985, Granges Exploration Ltd. and Pecos Resources Ltd. amalgamated under the name "Granges Exploration Ltd." and on June 9, 1989, Granges Exploration Ltd. changed its name to "Granges Inc.". On May 1, 1995, Granges and Hycroft Resources & Development Corporation were amalgamated under the name "Granges Inc.". Effective November 1, 1996, Granges Inc. and Da Capo Resources Ltd. amalgamated under the name "Vista Gold Corp.". Effective December 17, 1997, Vista Gold was continued from British Columbia to the Yukon Territory, Canada under the Business Corporations Act (Yukon Territory). On September 22, 2006, we entered into an Arrangement and Merger Agreement (the "Arrangement Agreement") with Allied Nevada Gold Corp. ("Allied Nevada"), Carl Pescio and Janet Pescio (the "Pescios"), pursuant to which the parties agreed to undertake a transaction that would result in the transfer of Vista's Nevada-based mining properties and related assets to Allied Nevada and the Pescios' transfer to Allied Nevada of their interests in certain Nevada-based mining properties and related assets. Completion of the transaction occurred on May 10, 2007. See "Significant Developments in 2007—Completion of the Arrangement".

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The current addresses, telephone and facsimile numbers of the offices of the Corporation are:

Executive Office	Registered and Records Office
Suite 5 - 7961 Shaffer Parkway Littleton, Colorado, USA 80127 Telephone: (720) 981-1185 Facsimile: (720) 981-1186	200 - 204 Lambert Street Whitehorse, Yukon Territory, Canada Y1A 3T2 Telephone: (867) 667-7600 Facsimile: (867) 667-7885

Employees

As of December 31, 2007, we had 16 full-time employees, nine of whom were employed at our executive office in Littleton, 3 of whom were employed at the Paredones Amarillos project and 4 of whom were employed at our Mt. Todd gold mine. We use consultants with specific skills to assist with various aspects of our project evaluation, due diligence, corporate governance and property management.

Segment Information

Segment information is provided in the Consolidated Financial Statements—Note 16.

Significant Developments in 2007

Completion of the Arrangement

On May 10, 2007, we completed a Plan of Arrangement (the "Arrangement") in accordance with the terms of an Arrangement Agreement with Carl Pescio, Janet Pescio and Allied Nevada Gold Corp. ("Allied Nevada") dated September 22, 2006. The Arrangement resulted in the transfer of Vista's Nevada-based mining properties and related assets to Allied Nevada and the Pescios' transfer to Allied Nevada of their interests in certain Nevada-based mining properties and related assets.

As part of the transaction, our shareholders exchanged each of their Vista Gold common shares and received: (i) one new Vista Gold common share and (ii) a pro rata portion of (A) the number of Allied Nevada shares received by the Vista Gold as part of the Arrangement less (B) the number of Allied Nevada shares retained by Vista Gold to facilitate payment of any taxes payable in respect of the Arrangement. Accordingly, of the 26,933,055 Allied Nevada shares issued to Vista Gold, 25,403,207 shares were distributed to Vista Gold shareholders and we retained 1,529,848 shares to facilitate the payment of any taxes payable by us in respect of the Arrangement. The new common shares of Vista Gold and the Allied Nevada shares began trading on May 10, 2007, on the Toronto Stock Exchange and the American Stock Exchange. Also, under the Arrangement Agreement, Vista Gold transferred $25.0 million less the outstanding receivable of $0.5 million to Allied Nevada. See Consolidated Financial Statements—Note 3.

Commencement of Definitive Feasibility Study for Paredones Amarillos Project

On August 13, 2007, we announced that we had engaged SRK Consulting (US), Inc. ("SRK") to manage the preparation of a definitive feasibility study for our Paredones Amarillos Project in Baja California, Mexico. SRK is engaged to define the scope of work for the various consultants' studies, review and audit their work, undertake an economic analysis of the project, and compile and edit the final report. SRK will also be responsible to determine the pit slope stability and the optimum source of water for the project, including the use of municipal waste water and desalinized or partially desalinized sea water.

We also announced that we retained Corporación Ambiental de Mexico, S.A. de C.V. ("CAM") to manage the environmental permitting activities for the Paredones Amarillos Project. CAM is a full-service environmental firm headquartered in Mexico City with experience in mining project permitting in Baja California. As we reported in our press release of October 17, 2007, CAM recently informed us that the environmental and change of land use permits issued to Echo Bay Mines when it held the project are still

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valid. We have presented all of the studies and permitting documents for our proposed metallurgical core drilling program and anticipate that we will receive the required permits. When the permits are received, we plan to expedite the start of drilling and the related confirmatory metallurgical test program, which is expected to be completed in the first quarter of 2008.

We also announced our selection of the following additional consulting firms to assist in preparation of the bankable feasibility study: Research Development Inc. of Lakewood, Colorado, to complete the confirmatory metallurgical testing program and define the process flow sheet; Mine Development Associates of Reno, Nevada, to update the mineral resource estimate, determine proven and probable reserves, prepare the mine plan and estimate the mine capital and operating costs; KD Engineering of Tucson, Arizona, to process engineering/design, infrastructure engineering/design and estimate the processing capital and operating costs; Golder Associates, Inc. of Tucson, Arizona, to manage geotechnical investigations and test work, provide guidance for the design of structural foundations, determine the most suitable method for disposal of the barren mill flotation tailings with the mine waste rock and design the tailings storage facility, including preparing the associated capital and operating cost estimates. We plan to commence construction on the project in the second half of 2008 in the event that we receive a favorable feasibility study.

Payments on Properties

Through the use of cash and equity units, consisting of our Common Shares and warrants to purchase Common Shares, as consideration, we continued our effort to build a portfolio of gold projects through a strategy that includes evaluation, acquisition and exploration of gold exploration and potential development projects with the aim of adding value to the projects. In addition, we continued our efforts to improve the value of our gold projects through exploration drilling and re-engineering the operating assumptions underlying previous engineering work. As discussed under "Item 2. Properties", we continued with remaining scheduled payments on gold projects acquired in 2003. These payments are described below. We are current with all our payment obligations.

Long Valley

We executed an option agreement on January 22, 2003, to acquire 100% of the Long Valley project from Standard Industrial Minerals, Inc. ("Standard"). Under the terms of the option agreement, we agreed to pay Standard $750,000 over five years in annual installments. As of January 2007, we completed all of the installment payments and accordingly have acquired 100% of the Long Valley project.

Guadalupe de los Reyes

On August 1, 2003, we executed an agreement to acquire a 100% interest in the Guadalupe de los Reyes gold project in Sinaloa State, Mexico and a data package associated with the project and general area, for aggregate consideration of $1.4 million and a 2% net smelter returns royalty. We paid $300,000 as of August 1, 2003, and on August 2, 2004, we made a $500,000 payment towards the purchase by issuing 138,428 Common Shares of Vista Gold. An additional $500,000 in cash was agreed to be paid by way of $100,000 payments on each of the second through sixth anniversaries of the signing of the formal agreement, with the outstanding balance becoming due upon commencement of commercial production. On August 1, 2005, the second anniversary of signing the formal agreement, we made the initial $100,000 cash payment. On August 1, 2006, the third anniversary of signing the formal agreement, we made the second $100,000 cash payment. On August 1, 2007, the fourth anniversary of signing the formal agreement, we made the third $100,000 cash payment. We have the right to terminate the agreement at any time.

On December 19, 2007, we announced that we had signed an agreement to acquire Grandcru Resource Corporation's interest in two gold/silver mineral properties adjacent to the Corporation's Guadalupe de los Reyes project. Under the terms of the agreement, we agreed to (a) pay Grandcru $425,000 less any

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amounts payable in back taxes on the mining concessions, and pay a private investment group, known as the San Miguel Group, $75,000, and (b) issue to Grandcru and the San Miguel Group, in aggregate, Common Shares of the Corporation with a value of $1,000,000 (amounting to 213,503 Common Shares) on closing. In addition, we reached agreement with Goldcorp Inc. and its Mexican subsidiary, Desarrollos Mineros San Luis, S.A. de C.V. (together, "San Luis"), and with the San Miguel Group to complete the acquisition of their respective interests in the mining concessions at the same time as the closing occurs with Grandcru. We agreed to pay a 2% net smelter returns royalty ("NSR") on all minerals produced payable to the San Miguel Group on the mining concessions known as the San Miguel Concessions. We agreed to pay San Luis a 1% NSR on mining concessions known as the San Luis Concessions and the San Miguel Concessions, and 2% to 3% NSR depending on the gold price on the Corporation's mining concessions known as the Gaitán Concessions. At gold prices below $499.99 per ounce, the royalty payable to San Luis on the Gaitán Concessions will be 2% and at or above $500 per ounce, the royalty will be 3%. Certain of the San Luis Concessions are subject to a pre-existing underlying royalty of 3% NSR payable to Sanluis Corporación, S.A. de C.V. These transactions were completed on January 24, 2008.

Yellow Pine

On November 7, 2003, Idaho Gold Resources LLC ("Idaho Gold"), an indirect, wholly-owned subsidiary of the Corporation, entered into an Option to Purchase Agreement with Bradley Mining Company for a nine year option to purchase 100% of the Yellow Pine project for $1,000,000. Idaho Gold made an option payment of $100,000 upon execution of the agreement, and four additional option payments of $100,000 on November 7, 2004, 2005, 2006 and 2007. The agreement calls for Idaho Gold to make five more yearly payments of $100,000 on or before each anniversary date of the agreement, for a total option payment price of $1,000,000. If Idaho Gold exercises its option to purchase the project before the end of the agreement, all option payments shall be applied as a credit against the purchase price of $1,000,000. Idaho Gold has the right to terminate the agreement at any time without penalty.

Amayapampa

On March 13, 2007, we entered into an agreement with Luzon Minerals Ltd. pursuant to which Vista granted to Luzon (a) for a period ending September 14, 2007 (subject to Luzon's right to extend such date in certain circumstances), an exclusive option to purchase from Vista 90% of its interest in the Amayapampa project, and (b) subject to the exercise of such option to purchase, a right of first offer over Vista's remaining 10% interest in the Amayapampa project, on and subject to the terms of the agreement. This agreement replaced all prior agreements between Vista and Luzon with respect to the Amayapampa project. Luzon's ability to exercise the option to purchase was subject to Luzon satisfying a number of conditions set out in the agreement. Subject to Luzon's right to extend the term of the agreement in certain circumstances, this agreement was to terminate on September 14, 2007 unless the option to purchase had been exercised by Luzon prior to such date.

We announced on November 20, 2007, that Luzon decided not to exercise its option to acquire the Corporation's interest in the Amayapampa project, citing Luzon's inability to advance the project with its current financial and personnel resources. The Corporation and Luzon entered into an agreement regarding the termination of the option agreement and the terms on which Luzon's outstanding obligations with respect to the project will be satisfied. On the date of termination, Luzon owed $394,925 to the Corporation of which $150,000 is payable in cash and the remaining $244,925 will be converted into 2,607,222 fully paid and non-assessable common shares in the capital of Luzon, subject to regulatory approval. We have provided an allowance for the entire amount of this receivable as Vista does not have confidence that Luzon has the ability to meet its financial obligation to us.

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Subsequent Events

Agreement to purchase equipment for the Paredones Amarillos project

On January 7, 2008 we entered into a formal agreement with A.M. King Industries, Inc. ("A.M. King") and Del Norte Company Ltd., a wholly owned subsidiary of A.M. King, to purchase gold processing equipment to be used at our Paredones Amarillos project. The aggregate purchase price is approximately $16.0 million, of which approximately $8.0 million was paid on signing of the purchase agreement. The remaining $8.0 million was made in February and March 2008. The purchase price includes the cost of relocating the equipment to Edmonton, Alberta, Canada. From this point, we will arrange for reconditioning and transportation of the equipment to the Paredones Amarillos project. The equipment includes a 10,000 tonne per day semi-autogenous (SAG) grinding mill, two ball mills, gyratory crusher and a shorthead cone crusher, along with other related components, spare parts and other process plant equipment.

Completion of acquisition of properties adjacent to the Guadalupe de los Reyes project

On January 24, 2008, we announced the completion of the acquisition of interests in various mineral properties adjacent to Vista's Guadalupe de los Reyes project in Mexico (see Consolidated Financial Statements—Note 5(d)). The consideration paid by Vista for the acquisition of these interests included cash payments totaling $452,000 and the issuance of a total of 213,503 common shares of Vista, to various parties.

Updated capital and operating cost estimates for the Paredones Amarillos project

On February 13, 2008, the Corporation announced updated capital and operating cost estimates for the Paredones Amarillos project. The updated estimates assume an open pit mine and whole-ore leach processing with estimated metallurgical recovery of 91.5% to produce an average annual gold production of 117,000 ounces of gold per year over its 12.4-year life. The preproduction capital and preproduction development costs for the project using the whole-ore leach process are estimated to be approximately $169.1 million and the operating costs are estimated to be approximately $12.53 per tonne of ore processed, which represents an increase in the amounts previously disclosed in the Corporation's press release dated June 21, 2007. Work on the project is still ongoing and as a result, the estimated preproduction and estimated operating costs may change as further work is conducted.

Updated mineralized material calculation for the Mt. Todd gold project

On February 27, 2008, the Corporation announced that an updated gold mineralized material estimate for the Batman deposit at the Mt. Todd Gold Project in Northern Territory, Australia was completed on February 26, 2008, by Tetra Tech of Golden, Colorado. This updated estimate was completed under the direction of Mr. John Rozelle, P.G., an independent Qualified Person, as defined in National Instrument 43-101, utilizing standard industry software and estimation methodology. Results of prior drilling plus the additional drilling we completed in 2007 were included in the estimate. The new estimate of mineralized material is 98.4 million tons at a grade of 0.029 ounces gold per ton at a cutoff grade of 0.015 ounces gold per ton and represents an increase of 65% in mineralized material over the prior estimate. Additional core drilling is planned for 2008 to continue to upgrade estimates of mineralized material and to expand the mineralized material, if possible.

Brokered Private Placement of Convertible Notes

On March 7, 2008, we announced the closing of a private placement in which we offered and sold $30 million in aggregate principal amount of senior secured convertible notes (the "Notes"). The Notes will be convertible into Common Shares of Vista at any time at the option of the holder at a conversion price of $6.00 per share, subject to adjustment in certain circumstances, including if Vista's Common

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Shares are trading on the AMEX at less than $5.00 on the first anniversary of the date of issuance of the Notes, or if Vista issues Common Shares, or securities convertible into Common Shares, at a price of less than $6.00 during the term of the Notes, subject to a minimum conversion price of $4.80.

As compensation to Casimir Capital L.P., which served as the agent (the "Agent") in respect of the offering of the Notes, we paid to the Agent a cash fee of $1.2 million, being 4% of the gross proceeds of the offering, and issued to the Agent 200,000 common share purchase warrants, being 4% of number of Common Shares issuable upon the conversion of the Notes sold in the offering, assuming a conversion price of $6.00. Each such Agent's warrant will be exercisable for one common share for $6.00 per share until three years following the date of issuance.

We will use the net proceeds of the offering of the Notes to finance our previously announced purchase of gold processing equipment to be used at the Paredones Amarillos gold project and to fund ongoing operations at the Paredones Amarillos gold project.

Corporate Organization Chart

The name, place of incorporation, continuance or organization, and percent of voting securities owned or controlled by Vista Gold as of December 31, 2007, for each subsidiary of Vista Gold is set out below.

Property Interests and Mining Claims

In the United States, our exploration activities are conducted in the states of California, Idaho, Colorado and Utah. Mineral interests may be owned in these states by (a) the United States, (b) the state itself, or (c) private parties. Where prospective mineral properties are owned by private parties, or by the state, some type of property acquisition agreement is necessary in order for us to explore or develop such property. Generally, these agreements take the form of long term mineral leases under which we acquire the right to explore and develop the property in exchange for periodic cash payments during the exploration and development phase and a royalty, usually expressed as a percentage of gross production or net profits derived from the leased properties if and when mines on the properties are brought into production. Other forms of acquisition agreements are exploration agreements coupled with options to purchase and joint venture agreements. Where prospective mineral properties are held by the United States, mineral rights may be acquired through the location of unpatented mineral claims upon unappropriated federal land. If the statutory requirements for the location of a mining claim are met, the

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locator obtains a valid possessory right to develop and produce minerals from the claim. The right can be freely transferred and, provided that the locator is able to prove the discovery of locatable minerals on the claims, is protected against appropriation by the government without just compensation. The claim locator also acquires the right to obtain a patent or fee title to his claim from the federal government upon compliance with certain additional procedures.

Mining claims are subject to the same risk of defective title that is common to all real property interests. Additionally, mining claims are self-initiated and self-maintained and therefore, possess some unique vulnerabilities not associated with other types of property interests. It is impossible to ascertain the validity of unpatented mining claims solely from an examination of the public real estate records and, therefore, it can be difficult or impossible to confirm that all of the requisite steps have been followed for location and maintenance of a claim. If the validity of a patented mining claim is challenged by the U.S. Bureau of Land Management or the U.S. Forest Service on the grounds that mineralization has not been demonstrated, the claimant has the burden of proving the present economic feasibility of mining minerals located thereon. Such a challenge might be raised when a patent application is submitted or when the government seeks to include the land in an area to be dedicated to another use.

Reclamation

We generally are required to mitigate long-term environmental impacts by stabilizing, contouring, resloping and revegetating various portions of a site after mining and mineral processing operations are completed. These reclamation efforts are conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies.

Government Regulation

Mining operations and exploration activities are subject to various national, state, provincial and local laws and regulations in the United States, Mexico, Australia, Indonesia, Bolivia and other jurisdictions, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We have obtained or have pending applications for those licenses, permits or other authorizations currently required to conduct our exploration and other programs. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in the United States, Bolivia, Mexico, Indonesia, Australia and the other jurisdictions in which we operate. There are no current orders or directions relating to us with respect to the foregoing laws and regulations.

Environmental Regulation

Our gold projects are subject to various federal, state and local laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. Our policy is to conduct business in a way that safeguards public health and the environment. We believe that our operations are conducted in material compliance with applicable laws and regulations.

Changes to current local, state or federal laws and regulations in the jurisdictions where we operate could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.

During 2007, there were no material environmental incidents or non-compliance with any applicable environmental regulations. We estimate that we will not incur material capital expenditures for environmental control facilities during the current fiscal year.

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Competition

We compete with other mining companies in connection with the acquisition of gold properties. There is competition for the limited number of gold acquisition opportunities, some of which is with other companies having substantially greater financial resources than we have. As a result, we may have difficulty acquiring attractive gold projects at reasonable prices.

We believe no single company has sufficient market power to affect the price or supply of gold in the world market.

ITEM 1A. RISK FACTORS.

An investment in our Common Shares involves a high degree of risk. The risks described below are not the only ones facing our company or otherwise associated with an investment in our Common Shares. Additional risks not presently known to us or which we currently consider immaterial may also adversely affect our business. We have attempted to identify the major factors that could cause differences between actual and planned or expected results, and have attempted to include all material risk factors. If any of the following risks actually happen, our business, financial condition and operating results could be materially adversely affected.

Risks Relating to the Arrangement

We may be subject to U.S. federal corporate income tax and Canadian income taxes in connection with our distribution of Allied Nevada Shares.

The distribution of Allied Nevada Shares will be taxable to us for Canadian income tax purposes and U.S. federal income tax purposes under the U.S. Internal Revenue Code of 1986, as amended (the "Code"). Based on information currently available to us, we believe that we would be subject to minimal if any tax liability with respect to this distribution but we will not know whether we will have any tax liability, or the amount of any such liability, until our tax return calculations are made. We anticipate this will be completed in or prior to the third quarter of 2008. The amount of our tax liability, if any, will depend on the amount of gain deemed realized on the distribution, which would be the difference between the fair market value of the Allied Nevada Shares distributed and our adjusted basis of those Allied Nevada Shares and other factors including, but not limited to, the other deductions or credits available to us such as loss carry forwards or foreign tax credits. We retained an amount of Allied Nevada Shares which our management considered sufficient to fund an adequate reserve to pay these taxes. However, pending determination of whether we will have any tax liability or the amount of any such liability, we cannot assure that the number of Allied Nevada Shares we retained will be sufficient to enable us to meet such liability. Even if we have retained a sufficient number of shares, we cannot be certain that market conditions will allow us to effect sales at appropriate times and in sufficient quantity to raise funds necessary to timely make payments to satisfy any tax liability that we may have. Further, any such sales are likely to result in gain or loss for U.S. and Canadian income tax purposes, which may result in tax liability.

Risks Related to the Business of Vista Gold

Vista Gold is a "passive foreign investment company" for U.S. tax purposes, which can have a materially adverse effect on a U.S. shareholder's economic return on investment in our common shares.

For U.S. federal income tax purposes, Vista Gold was classified as a passive foreign investment company ("PFIC") under section 1297 of the Code for our taxable year ended December 31, 2007, and likely will be a PFIC in subsequent taxable years until it has significant operating income. Classification of a corporation as a PFIC is a tax attribute which may have a material adverse effect on a U.S. shareholder's economic return. Whether, and to what extent, there will be a material adverse effect depends to a very large extent on whether a U.S. shareholder makes certain elections in timely fashion. These elections are discussed

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herein under "Part II—Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Certain U.S. Federal Income Tax Considerations". Each U.S. investor in our common shares is urged to review that discussion and consult an independent U.S. tax adviser, because the PFIC rules are complex, in connection with an investment in our common shares.

The feasibility study underway at our Paredones Amarillos Project may be subject to delays and other risks that could result in our incurring additional costs for the study or require us to postpone the study indefinitely.

We have recently commenced a definitive feasibility study at our Paredones Amarillos Project in Mexico and have retained consulting firms to supervise and assist in the preparation of this study. We have also presented studies and permitting documents to the Mexican governmental authorities for our proposed metallurgical core drilling program at the Project. Although we anticipate that we will receive the required permits, we cannot provide assurance that these permits will be received on a timely basis or at all. When the permits are received, we plan to expedite the start of drilling and the related confirmatory metallurgical test program, which is expected to be completed in the first quarter of 2008. If we do not receive the required permits in a timely manner, commencement of these drilling and test programs, and completion of the feasibility study, would be delayed. As well, if one or more contractors is unable to fulfill its obligations in preparing the study, this could delay completion of the study and we might have to replace the contractor which would also result in delays in completion of the study. If the study is not completed as scheduled, this could require us to incur additional costs to complete the study and could negatively affect our financial position and results of operations.

Feasibility study results and preliminary assessment results are based on estimates that are subject to uncertainty.

Feasibility studies are used to determine the economic viability of a deposit, as are preliminary assessments (the latter at a lower confidence level). Many factors are involved in the determination of the economic viability of a deposit, including the achievement of satisfactory mineral reserve estimates, the level of estimated metallurgical recoveries, capital and operating cost estimates and estimates of future gold prices. Capital and operating cost estimates are based upon many factors, including anticipated tonnage and grades of ore to be mined and processed, the configuration of the orebody, ground and mining conditions, expected recovery rates of the gold from the ore and anticipated environmental and regulatory compliance costs. Each of these factors involves uncertainties and as a result, we cannot give any assurance that our development or exploration projects will become operating mines. Further, it may take many years from the initial phase of drilling before production is possible and, during that time, the economic feasibility of exploiting a discovery may change. If a mine is developed, actual operating results may differ from those anticipated in a feasibility study.

We may be subject to delays in commencement of construction on the Paredones Amarillos Project.

We may not be able to commence construction on the Paredones Amarillos Project in the second half of 2008 as currently planned. Delays in commencement of construction could result from delays in completion of the definitive feasibility study currently underway as noted above, or from factors such as availability and performance of engineering and construction contractors, suppliers and consultants, availability of required equipment and receipt of required governmental approvals. Any delay in the performance of any one or more of the contractors, suppliers, consultants or other persons on which we depend, or lack of availability of required equipment, or delay or failure to receive required governmental approvals, could delay or prevent commencement of construction on the Paredones Amarillos Project. There can be no assurance whether or when construction at the Paredones Amarillos Project will commence or that the necessary personnel, equipment or supplies will be available to us if and when construction is commenced.

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Increased costs could affect our financial condition.

We anticipate that costs at our projects including the Paredones Amarillos Project, Mt. Todd Project and our Awak Mas Project as well as other properties that we may explore or develop, will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in costs at any significant location could have a significant effect on our profitability.

A shortage of equipment and supplies could adversely affect our ability to operate our business.

We are dependent on various supplies and equipment to carry out our mining exploration and development operations. The shortage of such supplies, equipment and parts could have a material adverse effect on our ability to carry out our operations and therefore limit or increase the cost of production.

We cannot be certain that our acquisition, exploration and development activities will be commercially successful.

We currently have no properties that produce gold in commercial quantities. Substantial expenditures are required to acquire existing gold properties, to establish ore reserves through drilling and analysis, to develop metallurgical processes to extract metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. We cannot be assured that any gold reserves or mineralized material acquired or discovered will be in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis.

The price of gold is subject to fluctuations, which could adversely affect the realizable value of our assets and potential future results of operations and cash flow.

Our principal assets are gold reserves and mineralized material. We intend to attempt to acquire additional properties containing gold reserves and mineralized material. The price that we pay to acquire these properties will be, in large part, influenced by the price of gold at the time of the acquisition. Our potential future revenues are expected to be, in large part, derived from the mining and sale of gold from these properties or from the outright sale or joint venture of some of these properties. The value of these gold reserves and mineralized material, and the value of any potential gold production therefrom, will vary in proportion to variations in gold prices. The price of gold has fluctuated widely, and is affected by numerous factors beyond our control including, but not limited to, international, economic and political trends, expectations of inflation, currency exchange fluctuations, central bank activities, interest rates, global or regional consumption patterns and speculative activities. The effect of these factors on the price of gold, and therefore the economic viability of any of our projects, cannot accurately be predicted. Any drop in the price of gold would adversely affect our asset values, cash flows, potential revenues and profits.

Mining exploration, development and operating activities are inherently hazardous.

Mineral exploration involves many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which we have direct or indirect interests will be subject to all the hazards and risks normally incidental to exploration, development and production of gold and other metals, any of which could result in work stoppages, damage to property and possible environmental damage. The nature of these risks is such that liabilities might exceed any liability insurance policy limits. It is also possible that the liabilities and hazards might not be insurable, or, we could elect not

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to be insured against such liabilities due to high premium costs or other reasons, in which event, we could incur significant costs that could have a material adverse effect on our financial condition.

Calculations of reserves and of mineralized material are estimates only, subject to uncertainty due to factors including metal prices, inherent variability of the ore, and recoverability of metal in the mining process.

There is a degree of uncertainty attributable to the calculation of reserves and corresponding grades dedicated to future production. Until reserves are actually mined and processed, the quantity of ore and grades must be considered as an estimate only. In addition, the quantity of reserves and ore may vary depending on metal prices. Estimates of mineralized material are subject to uncertainty as well. The estimating of mineral reserves and mineralized material is a subjective process and the accuracy of such estimates is a function of the quantity and quality of available data and the assumptions used and judgments made in interpreting engineering and geological information. There is significant uncertainty in any reserve or mineralized material estimate, and the actual deposits encountered and the economic viability of mining a deposit may differ materially from our estimates. Estimated mineral reserves or mineralized material may have to be recalculated based on changes in metal prices, further exploration or development activity or actual production experience. This could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence estimates of reserves or mineralized material. Any material change in the quantity of reserves, mineralization, grade or stripping ratio may affect the economic viability of our properties. In addition, there can be no assurance that gold recoveries or other metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Our exploration and development operations are subject to environmental regulations, which could result in our incurring additional costs and operational delays.

All phases of our operations are subject to environmental regulation. Environmental legislation is evolving in some countries or jurisdictions in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect our projects. We are currently subject to U.S. federal and state government environmental regulations with respect to our properties in Idaho and California in the United States, as well as Mexico, Australia, Indonesia and Bolivia.

U.S. Federal Laws

The U.S. Bureau of Land Management requires that mining operations on lands subject to its regulation obtain an approved plan of operations subject to environmental impact evaluation under the National Environmental Policy Act. Any significant modifications to the plan of operations may require the completion of an environmental assessment or Environmental Impact Statement prior to approval. Mining companies must post a bond or other surety to guarantee the cost of post-mining reclamation. These requirements could add significant additional cost and delays to any mining project we undertake.

Under the U.S. Resource Conservation and Recovery Act, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous waste, as well as for closure and post-closure maintenance once they have completed mining activities on a property. Our mining operations may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act and state air quality laws. Permitting rules may impose limitations on our production levels or create additional capital expenditures in order to comply with the rules.

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The U.S. Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended ("CERCLA"), imposes strict, joint and several liability on parties associated with releases or threats of releases of hazardous substances. Those liable groups include, among others, the current owners and operators of facilities which release hazardous substances into the environment and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred. This liability could include the cost of removal or remediation of the release and damages for injury to the surrounding property. We cannot predict the potential for future CERCLA liability with respect to our U.S. properties.

Idaho Laws

Permitting a mining operation, such as Yellow Pine, located on patented mining claims within a National Forest in Idaho would require obtaining various Federal, State and local permits under the coordination of the Idaho joint review process. Mining projects require the establishment and presentation of environmental baseline conditions for air, water, vegetation, wildlife, cultural, historical, geological, geotechnical, geochemical, soil and socioeconomic parameters. An EIS would be required for any mining activities proposed on public lands. Permits would also be required for storm-water discharge; wetland disturbance (dredge and fill); surface mining; cyanide use, transport and storage; air quality; dam safety (for water storage and/or tailing storage); septic and sewage; water rights appropriation; and possibly others. In addition, compliance must be demonstrated with the Endangered Species Act and the National Historical Preservation Act consultation process. Possible county zoning and building permits and authorization may be required. Baseline environmental conditions are the basis by which direct and indirect project-related impacts are evaluated and by which potential mitigation measures are proposed. If our project is found to significantly adversely impact any of these baseline conditions, we could incur significant costs to correct the adverse impact, or might have to delay the start of production.

California Laws

A new mining operation in California, such as the Long Valley project, which is on federal unpatented mining claims within a National Forest, require various federal, state and local permits. Mining projects require the establishment and presentation of environmental baseline conditions for air, water, vegetation, wildlife, cultural, historical, geological, geotechnical, geochemical, soil, and socioeconomic parameters. An environmental impact statement ("EIS") would be required for any mining activities proposed on public lands. Also required would be a Plan of Operations/Reclamation Plan, and permits for waste-water discharge and wetland disturbance (dredge and fill); a county mining plan and reclamation plan; a county mining operations permit; special use permits from the U.S. Forest Service; and possibly others. In addition, compliance must be demonstrated with the Endangered Species Act and the National Historical Preservation Act consultation process. Possible county zoning and building permits and authorization may be required. Baseline environmental conditions are the basis by which direct and indirect project-related impacts are evaluated and by which potential mitigation measures are proposed. If our project is found to significantly adversely impact any of these baseline conditions, we could incur significant costs to correct the adverse impact, or delay the start of production. In addition, on December 12, 2002, California adopted a "backfilling law" requiring open-pit surface mining operations for metallic minerals to back-fill the mines. While we have determined that the geometry of our Long Valley project would lend itself to compliance with this law, future adverse changes to this law could have a corresponding adverse impact on our financial performance and results of operations, for example, by requiring changes to operating constraints, technical criteria, fees or surety requirements.

Mexico Laws

We are required under Mexican laws and regulations to acquire permits and other authorizations before the Paredones Amarillos or Guadalupe de los Reyes projects can be developed and mined. Since the

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passage of Mexico's 1988 General Law on Ecological Equilibrium and Environmental Protection, a sophisticated system for environmental regulation has evolved. In addition, the North American Free Trade Agreement requirements for regulatory standards in Mexico equivalent to those of the United States and Canada have obligated the Mexican government to continue further development of environmental regulation. Most regulatory programs are implemented by various divisions of the Secretariat of Environment and Natural Resources of Mexico ("SEMARNAT"). While we have the necessary permits to place the Paredones Amarillos project into production, there can be no assurance that we will be able to acquire updates to necessary permits or authorizations on a timely basis. Likewise, there can be no assurance that we will be able to acquire the necessary permits or authorizations on a timely basis to place the Guadalupe de los Reyes project into production. Delays in acquiring any permit, authorization or updates could increase the development cost of the Paredones Amarillos project or the Guadalupe de los Reyes project, or delay the start of production. The most significant environmental permitting requirements, as they relate to the Paredones Amarillos and the Guadalupe de los Reyes projects are developing reports on environmental impacts; regulation and permitting of discharges to air, water and land; new source performance standards for specific air and water pollutant emitting sources; solid and hazardous waste management regulations; developing risk assessment reports; developing evacuation plans; and monitoring inventories of hazardous materials. If the Paredones Amarillos or the Guadalupe de los Reyes projects are found to not be in compliance with any of these requirements, we could incur significant compliance costs, or might have to delay the start of production.

Australia Laws

Mineral projects in the Northern Territory are subject to Northern Territory laws and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with all mining projects, the Mt. Todd gold mine would be expected to have a variety of environmental impacts should development proceed. We are required under Australian laws and regulations (federal, state and territorial) to acquire permits and other authorizations before the Mt. Todd gold mine can be developed and mined. In Australia, environmental legislation plays a significant role in the mining industry. Various environmental documents such as the EIS over the Mt. Todd gold mine, covering studies on, inter alia, air, water, pollution, hazardous and toxic wastes, reclamation of mining area, etc. must be prepared and submitted to the Mining and Petroleum Authorizations and Evaluation Division of the Department of Primary Industries, Fisheries and Mines of the Northern Territory government for approval.

The preparations of the EIS and related documents and other relevant environmental licenses would involve incurrence of time and costs and there is no assurance that those approvals/licenses can be obtained in a timely manner. The Northern Territory government also has administrative discretion not to approve the EIS documents or grant the required environmental licenses (including any renewal or extensions of such documents). We have entered into an agreement with the Northern Territory relating to environmental and rehabilitation issues. We must also comply with Aboriginal heritage legislation requirements which require heritage survey work to be undertaken prior to the commencement of mining operations. All these conditions may result in the occurrence of significant production costs and delay the production activity of the Mt. Todd gold mine.

These conditions could frustrate investors seeking certainty in their investments, and as a result we may incur costs and time to manage any issues which may arise and that could possibly affect the overall mining activity of the Mt. Todd gold mine.

Indonesia Laws

We are required under Indonesian laws and regulations to acquire permits and other authorizations before our current Indonesian mining project, the Awak Mas project, can be developed and mined. In Indonesia, environmental legislation plays a significant role in the mining industry. Various environmental documents such as the analysis of environmental impact ("AMDAL") concerning the Awak Mas project, covering

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studies on, inter alia, air, water, land, pollution, hazardous and toxic wastes and reclamation of mining area, must be prepared and submitted to the Ministry of Environment for approval. In addition, we are also required to submit periodical environmental reports to the relevant environmental government agencies pursuant to the AMDAL and other required environmental licenses (e.g. license for tailing waste).

The preparation of AMDAL documents and other relevant environmental license documents involves incurrence of time and costs and there is no assurance that those approvals/licenses can be obtained in a timely manner. The Indonesian government also has administrative discretion not to approve AMDAL documents or grant the required environmental licenses (including any renewal or extensions of such documents). All these conditions may delay the production activity of the Awak Mas project.

Failure to meet all of the requirements with respect to the above environmental documents, licensing and report submissions could cause us to be subject to administrative and criminal sanctions as well as fines. In extreme cases, the administrative sanctions can also be imposed in the form of revocation of our business license and the contract of work that we have with the Indonesian government.

As well, from time to time the implementation of the regional autonomy law in Indonesia can cause uncertainty as to the existence and applicability of national and regional regulations (including in the environmental sector). Often regional regulations are in conflict with higher regulations that apply nationally. As a result we may incur cost and time to manage any issues which may arise and that could possibly affect the overall mining activity of the Awak Mas project.

Bolivia Laws

We are required under Bolivian laws and regulations to acquire permits and other authorizations before we can develop and mine the Amayapampa project. In Bolivia there is relatively new comprehensive environmental legislation, and the permitting and authorization process may be less established and less predictable than in the United States. While we have all the necessary permits to place the Amayapampa project into production, when a production decision is reached, these permits will need to be re-affirmed and there can be no assurance that we will be able to acquire updates to necessary permits or authorizations on a timely basis. Delays in acquiring any permit or authorization update could increase the development cost of the Amayapampa project, or delay the start of production.

Under Bolivian regulations, the primary component of environmental compliance and permitting is the completion and approval of an environmental impact study known as estudio de evaluacion de impacto ambiental ("EEIA"), which we submitted in 1997 and was subsequently approved. The EEIA provides a description of the existing environment, both natural and socio-economic, at the project site and in the region; interprets and analyzes the nature and magnitude of potential environmental impacts that might result from project activities; and describes and evaluates the effectiveness of the operational measures planned to mitigate the environmental impacts. Baseline environmental conditions, including meteorology and air quality, hydrological resources and surface water, are the basis by which direct and indirect project-related impacts are evaluated and by which potential mitigation measures are proposed. If our project is found to significantly adversely impact any of these baseline conditions, we could incur significant costs to correct the adverse impact, or might have to delay the start of production.

Leverage as a result of our outstanding convertible notes may harm our financial condition and results of operations.

On March 7, 2008, we announced the closing of a private placement in which we issued $30 million in aggregate principal amount of senior secured convertible notes (the "Notes"). The Notes are convertible into Common Shares of Vista at the option of the holder at a conversion price of $6.00 per share, subject to adjustment in certain circumstances, including if our Common Shares are trading on the American Stock Exchange at less than $5.00 on March 4, 2009, or we issue Common Shares, or securities convertible into Common Shares, at a price of less than $6.00 during the term of the Notes, subject to a minimum

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conversion price of $4.80. Shareholders may suffer dilution upon the conversion of the Notes into our Common Shares.

The Notes bear interest at a rate of 10% per annum (calculated and payable semi-annually in arrears) and will mature on March 4, 2011. Our obligations under the Notes are guaranteed by our Mexican subsidiary, Minera Paredones Amarillos S.A. de C.V., and the guarantee is secured by the personal property and real property associated with the Paredones Amarillos gold project.

Our level and the terms of our indebtedness will have several important effects on our future operations, including, without limitation:

•

require us to dedicate a portion of our cash flow from operations, if any, to the payment of principal and interest on our outstanding indebtedness, thereby reducing the funds available to us for operations and any future business opportunities;



•

could increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure; and



•

depending on the levels of our outstanding debt, could limit our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes.

Our ability to make payments of principal and interest on our indebtedness depends upon our future ability to generate funds, including through operating cash flows, which will be subject to the potential development of certain of our properties into producing mines, metal prices, prevailing economic conditions, industry cycles and financial, business and other factors affecting our operations, many of which are beyond our control. If we cannot raise sufficient funds or our cash flows were to prove inadequate to meet our debt service and other obligations in the future, we may be required, among other things:

•

to obtain additional financing in the debt or equity markets;



•

to refinance or restructure all or a portion of our indebtedness; or



•

to sell selected assets.

We cannot assure you that such measures will be sufficient to enable us to service our debt. In addition, any such financing, refinancing or sale of assets might not be available on economically favorable terms or at all. If we do not generate sufficient cash flow from operation, and additional financings, borrowings or refinancings, or proceeds of asset sales are not available to us, we may not have sufficient cash to enable us to meet our obligations, including payments on the Notes.

We face intense competition in the mining industry.

The mining industry is intensely competitive in all of its phases. As a result of this competition, some of which is with large established mining companies with substantial capabilities and with greater financial and technical resources than ours, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for qualified employees, our exploration and development programs may be slowed down or suspended. We compete with other gold companies for capital. If we are unable to raise sufficient capital, our exploration and development programs may be jeopardized or we may not be able to acquire, develop or operate gold projects.

We may be unable to raise additional capital on favorable terms.

The exploration and development of our properties, specifically the construction of mining facilities and commencement of mining operations, require substantial additional financing. Significant capital investment is required to achieve commercial production from each of our properties. We will have to raise

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additional funds from external sources in order to maintain and advance our existing property positions and to acquire new gold projects. There can be no assurance that additional financing will be available at all or on acceptable terms and, if additional financing is not available, we may have to substantially reduce or cease our operations.

Some of our directors may have conflicts of interest as a result of their involvement with other natural resource companies.

Some of our directors are directors or officers of other natural resource or mining-related companies. C. Thomas Ogryzlo is the President, Chief Executive Officer and a director of Polaris Geothermal Inc., and is a director of Tiomin Resources Inc., Birim Goldfields Inc. and Baja Mining Corp. Michael B. Richings, who is also our Executive Chairman and Chief Executive Officer, is a director of Allied Nevada Gold Corp., which holds interests in mining properties. John Clark is a director of Alberta Clipper Energy Inc. (a Canadian oil and gas exploration and production company) and Chief Financial Officer and a director of Polaris Geothermal Inc. W. Durand Eppler is Chief Executive Officer and a director of Coal International PLC, a director of Allied Nevada Gold Corp. and Augusta Resource Corporation, and a director and non-executive chairman of NEMI Northern Energy & Mining Inc. Tracy Stevenson is the non-executive chairman of Quaterra Resources Inc. These associations may give rise to conflicts of interest from time to time. In the event that any such conflict of interest arises, a director who has such a conflict is required to disclose the conflict at a meeting of the directors of the company in question and to abstain from voting for or against approval of any matter in which such director may have a conflict. In appropriate cases, the company in question will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict. In accordance with the laws of the Yukon Territory, the directors of all Yukon Territory companies are required to act honestly, in good faith and in the best interests of a company for which they serve as a director.

There may be challenges to our title in our mineral properties.

There may be challenges to title to the mineral properties in which we hold a material interest. If there are title defects with respect to any of our properties, we might be required to compensate other persons or perhaps reduce our interest in the affected property. Also, in any such case, the investigation and resolution of title issues would divert management's time from ongoing exploration and development programs.

As discussed herein under "Part I—Item 3. Legal Proceedings", a legal dispute was initiated in Bolivia in April 1998 by a Mr. Estanislao Radic Valderrama (deceased; the term "Radic" used herein refers to, as appropriate in context, the individual or the individual and/or his successors), who brought legal proceedings in the lower penal court and, in 1999, brought proceedings in civil court against Mr. Raul Garafulic and us, questioning the validity of Mr. Garafulic's ownership of the Amayapampa property.

In April 2005, Radic commenced a civil lawsuit in La Paz, Bolivia against Minera Nueva Vista S.A. ("Nueva Vista") and two of its predecessors in interest, seeking nullification of the public documents by which the mineral concessions comprising the "Grupo Minero Amayapampa" had been transferred to Nueva Vista. Nueva Vista and we did not learn of this lawsuit until the quarter ended September 30, 2006.

This is Radic's second civil lawsuit attempting to nullify the transfer of the mineral concession to Nueva Vista and its predecessors in interest. Radic's prior civil suit, initiated in Potosi, Bolivia in 1999 as noted above, ended in April 2004 with a declaration that his cause of action had lapsed. In the present action, Nueva Vista and the other defendants have raised the defenses, among others, of prior adjudication (res judicata) and expiration of the applicable statute of limitations.

We believe that Radic's contentions in the present suit are without merit and are taking appropriate legal action to confirm the validity of our interests in our holdings in Bolivia. Nueva Vista has asserted counterclaims against Radic for bad faith and recklessness in bringing the present action. While we do not

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anticipate that this lawsuit will result in any material adverse impact on Vista Gold or Nueva Vista or our holdings in Bolivia, we cannot assure that this will be the case.

On July 31, 2007, Nueva Vista filed a civil lawsuit in Potosi, Bolivia against Radic seeking a judgment declaring that Radic lacks any property rights with respect to the mining concessions constituting the "Grupo Minero Amayapampa". We believe that our rights in the Amayapampa mineral concessions are valid and while we cannot assure a positive outcome we have instituted this lawsuit in Bolivia in an effort to confirm these rights and to reduce the potential for further claims by Radic.

Our property interests in Mexico, Indonesia and Bolivia are subject to risks from political and economic instability in those countries.

We have property interests in Mexico, Indonesia and Bolivia, which may be affected by risks associated with political or economic instability in those countries. The risks include, but are not limited to: military repression, extreme fluctuations in currency exchange rates, labor instability or militancy, mineral title irregularities and high rates of inflation. Changes in mining or investment policies or shifts in political attitude in Bolivia, Mexico, or Indonesia may adversely affect our business. We may be affected in varying degrees by government regulation with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. The effect of these factors cannot be accurately predicted.

Recent political developments in Bolivia may adversely affect our Amayapampa project. On May 1, 2006, President Evo Morales of Bolivia, who took office in January 2006, signed a decree which effectively nationalized Bolivia's hydrocarbon industry. President Morales and others in his administration have made public statements regarding their desire to exert greater state control over all natural resource production in Bolivia, including mining.

To date, there have been no formal proposals to nationalize the mining industry and it is not clear that such nationalization would take place. The government may, however, alter its current policies with respect to the mining industry. If the Amayapampa project were nationalized, we might be unable to recover any significant portion of our investment in the project. The government could also substantially increase mining taxes or require significant royalty payments, which could have a material adverse effect on the profitability of the Amayapampa project.

Our financial position and results are subject to fluctuations in foreign currency values.

Because we have mining exploration and evaluation operations in North and South America and in Australia and Indonesia, we are subject to foreign currency fluctuations, which may materially affect our financial position and results. We do not engage in currency hedging to offset any risk of currency fluctuations.

We measure and report our financial results in U.S. dollars. We have mining projects in Mexico, Australia, Indonesia and Bolivia, and we are looking for other projects elsewhere in the world. Economic conditions and monetary policies in these countries can result in severe currency fluctuations.

Currently all our material transactions in Mexico, Australia, Indonesia and Bolivia are denominated in U.S. dollars. However, if we were to begin commercial operations in any of these or other countries, it is possible that material transactions incurred in the local currency, such as engagement of local contractors for major projects, will be settled at a U.S. dollar value that is different from the U.S. dollar value of the transaction at the time it was incurred. This could have the effect of undermining profits from operations in that country.

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Future sales of our common shares in the public or private markets could adversely affect the trading price of our common shares and our ability to raise funds in new share offerings.

Future sales of substantial amounts of our common shares or securities exchangeable, convertible or exercisable for common shares in the public or private markets, or the perception that such sales could occur, could adversely affect prevailing trading prices of our common shares and could impair our ability to raise capital through future offerings of equity or equity-related securities. In March 2008, we announced the closing of a private placement in which we issued $30 million in aggregate principal amount of senior secured convertible notes (the "Notes"). (See "Leverage as a result of our outstanding convertible notes may harm our financial condition and results of operations," above.) The Notes are convertible into Common Shares of Vista at the option of the holder at a conversion price of $6.00 per share, subject to adjustment in certain circumstances, including if our Common Shares are trading on the American Stock Exchange at less than $5.00 on March 4, 2009, or we issue Common Shares, or securities into Common Shares, at a price of less than $6.00 during the term of the Notes, subject to a minimum conversion price of $4.80. Shareholders may suffer dilution upon the conversion of the Notes into our Common Shares. For example if all $30 million of outstanding Notes were converted at the minimum conversion price of $4.80, this would result in the issuance of an additional 6,250,000 Common Shares upon conversion of the Notes. No prediction can be made as to the effect, if any, that future sales of common shares or securities exchangeable, convertible or exercisable for common shares or the availability of common shares for future sale, will have on the trading price of our common shares.

It may be difficult to enforce judgments or bring actions outside the United States against us and certain of our directors and officers.

Vista Gold is a Canadian corporation and certain of its directors and officers are neither citizens nor residents of the United States. A substantial part of the assets of several of these persons, and of Vista Gold, are located outside the United States. As a result, it may be difficult or impossible for an investor:

•

to enforce in courts outside the United States judgments obtained in United States courts based upon the civil liability provisions of United States federal securities laws against these persons and Vista Gold; or



•

to bring in courts outside the United States an original action to enforce liabilities based upon United States federal securities laws against these persons and Vista Gold.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

Detailed information is contained herein with respect to the Paredones Amarillos, Mt. Todd, Awak Mas, Yellow Pine, Long Valley, Guadalupe de los Reyes and Amayapampa projects, The Corporation holds the Paredones Amarillos and Guadalupe de los Reyes projects through its wholly-owned subsidiary, Minera Paredones Amarillos S.A. de C.V.; Mt. Todd is held through its wholly-owned subsidiary, Vista Gold Australia Pty Ltd., Awak Mas is held through its indirect wholly-owned subsidiary, PT Masmindo Dwi; the Yellow Pine project is held through its indirect wholly-owned subsidiary, Idaho Gold Resources LLC.; Long Valley is held through its indirect wholly-owned subsidiary Vista Gold California LLC; and Amayapampa is held through its indirect wholly-owned subsidiary, Minera Nueva Vista S.A. Estimates of reserves and mineralization herein are subject to the effect of changes in metal prices, and to the risks inherent in mining and processing operations.

Paredones Amarillos

Paredones Amarillos is located 40 miles southeast of the city of La Paz, in the Mexican state of Baja California Sur. The project area covers over 15,131 acres.

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We acquired 100% of the project on August 29, 2002, from Viceroy Resource Corporation ("Viceroy"). To acquire the project, we paid cash of CDN $1.0 million and issued 303,030 equity units comprised of one common share and one purchase warrant to purchase one common share to Viceroy, and on August 29, 2003, we paid Viceroy the remaining CDN $0.5 million due pursuant to the acquisition contract (see also Consolidated Financial Statements—Note 6).

The Paredones Amarillos project has been a significant exploration target since the 1980s. In 1997, Echo Bay Mines Ltd. ("EBM") completed a final feasibility study for an open pit mine on the project. As a result of the subsequent decline in gold prices, start-up was postponed. EBM holds a 2% net profits interest on certain concessions of the project, subject to a cap of $2 million. Additionally, Minera Tepmin, S.A. de C.V., holds a 1% net smelter returns royalty on two concessions.

The project holds environmental authorizations for the purpose of the following: project development including access road, power line, telephone communications, and infrastructure to supply water; construction and operation of a tailings dam; disposal of tailings; construction of a mill; and installation of three pumping stations.

Geology

General geology consists of diorite roof pendants intruded by a granodiorite batholith with local low and high-angle fault zones. A north-east striking, south-east dipping low-angle fault zone is the main host of gold mineralization at Paredones Amarillos. Movement along this structure has been characterized as reverse, resulting from compression. Secondary, high-angle faulting is thought to control the higher-grade mineralization at the project.

The known gold mineralized material occupies an inverted U-shaped block with an approximate strike length of 3,600 feet east-west, a width of approximately 1,000 feet north-south, and a thickness of approximately 100 feet. The apex of the "U" is near the center of the proposed pit with the legs forming the east and west pit lobes.

Preliminary Feasibility Study

In September 2005, we announced the results of a preliminary feasibility study for the Paredones Amarillos project. A feasibility study was previously completed by EBM in 1997, and the new study was issued on September 23, 2005, by MDA of Reno, Nevada, an independent consulting firm, in accordance with Canadian National Instrument 43-101 ("NI 43-101"), under the supervision of Mr. Neil Prenn, P. Eng., a Qualified Person independent of Vista Gold. The new study was based in part on the EBM 1997 study. MDA was assisted in the effort by Resource Development Incorporated ("RDI") of Wheat Ridge, Colorado, in metallurgical testing and process redesign, and by WLR Consulting of Lakewood, Colorado, in mine design. In June 2007, we announced updates by MDA and RDI to the costs and economic analyses used in the 2005 report to reflect mid-year 2007 parameters. These updates were presented in a technical report in compliance with Canadian National Instrument 43-101 guidelines, under the supervision of Mr. Neil Prenn, P. Eng., a Qualified Person independent of Vista Gold.

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Proven and probable mineral reserves were unchanged from the 2005 report and were determined within a proposed open pit mine, which was designed employing a Lerchs-Grossmann optimization technique based on U.S. $400 per ounce gold price. The results are summarized in the following table:

	Paredones Amarillos Mineral Reserve Estimate(1) (0.011 opt gold internal cutoff grade)
	Ore Tons	Gold Grade	Contained Gold	Waste Tons	Strip Ratio
	(millions)	(opt)	Ounces	(millions)	(Waste:Ore)
Proven	12.896	0.032	419,000
Probable	41.058	0.028	1,158,000
Totals	53.954	0.029	1,577,000	187,715	3.48

(1)

Cautionary Note to U.S. Investors concerning estimates of Proven and Probable Reserves: The estimates of mineral reserves shown in this table have been prepared in accordance with Canadian National Instrument 43-101. The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7. Accordingly, the disclosure of mineral reserves herein may not be comparable to information from U.S. companies subject to the SEC's reporting and disclosure requirements.

Based on guidelines provided by the SEC, since we have obtained a preliminary feasibility study but not a bankable feasibility study with respect to the above, we are reporting no reserves under U.S. SEC standards.

The mineralization model used to estimate the mineral reserves was reported by us in a press release dated August 29, 2002, based on an independent NI 43-101 technical report prepared by Snowden Mining Industry Consultants of Vancouver, British Columbia. According to the report, dated August 20, 2002, the mineralized material above 0.015 ounces of gold per ton cut-off grade was estimated to be 61.4 million tons at a grade of 0.031 ounces of gold per ton.

In late 2004 and in 2005, we conducted geologic mapping, soil and rock geochemistry and an induced polarization geophysical survey across the Tocopilla target 2.4 miles north of and on trend with the known Paredones Amarillos gold deposit. The results of the program outlined wide zones of weakly anomalous gold mineralization. We partially tested the target area with seven core drill holes in 2005, two of which intersected weak gold mineralization indicating the Paredones Amarillos mineralization extends into this area, but the discovery of economic gold mineralization is uncertain and more testing is warranted.

Commencement of Definitive Feasibility Study

In August 2007, we announced the start of a definitive feasibility study which we anticipate will be completed in the third quarter of 2008. We plan to commence construction on the project in the second half of 2008 in the event that we receive a favorable feasibility study. In January 2008, we announced that we had purchased a substantial portion of the mill equipment needed for the project for $16 million. The used equipment will be refurbished as necessary and shipped to the site during 2008. See "Item 1. Business. — Subsequent Events — Agreement to Purchase Equipment for the Paredones Amarillos Project".

In February 2008, we announced that our managing technical consultant for the definitive feasibility study, SRK Consulting (US), Inc. of Lakewood, Colorado, has updated operating and capital cost estimates based on preliminary estimates prepared by the consultants retained to complete the definitive feasibility study. The updated estimates incorporate actual prices for a substantial portion of the mill equipment and budget prices for mine equipment. The cost estimates assume an open pit mine and whole-ore leach processing with estimated metallurgical recovery of 91.5% to produce an average annual gold production of 117,000 ounces of gold per year over its 12.4-year life. The preproduction capital and preproduction development costs for the project using the whole-ore leach process are estimated to be approximately

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$169.1 million and the operating costs are estimated to be approximately $12.53 per ton of ore processed, which represents an increase in the amounts previously disclosed in our press release dated June 21, 2007. Work on the project is still ongoing and as a result, the estimated preproduction and estimated operating costs may change as further work is conducted.

Mt. Todd

Effective March 1, 2006, we and our subsidiary Vista Gold Australia Pty Ltd. entered into agreements with Ferrier Hodgson, the Deed Administrators for Pegasus Gold Australia Pty Ltd. ("Pegasus"), the government of the Northern Territory of Australia and the Jawoyn Association Aboriginal Corporation ("JAAC") and other parties named therein, subject to regulatory approvals, to purchase a 100% interest in the Mt. Todd gold mine (also known as the Yimuyn Manjerr gold mine) in the Northern Territory, Australia. Under these agreements, we are guarantor of the obligations of our subsidiary Vista Australia.

As part of the agreements, we agreed to pay Pegasus, AU$1.0 million ($739,600) and receive a transfer of the mineral leases and certain mine assets; and pay the Northern Territory's costs of management and operation of the Mt. Todd site up to a maximum of approximately AU$375,000 (approximately $277,500) during the first year of the term (initial term is five years, subject to extensions), and assume site management and pay management and operation costs in following years. Additionally, we were to issue common shares with a value of CDN$1.0 million (amounting to 177,053 common shares) to the JAAC as consideration for the JAAC entering into the agreement and for rent for the use of the surface overlying the mineral leases until a decision is reached to begin production. Other agreement terms provide that we will undertake a technical and economic review of the mine and possibly form one or more joint ventures with the JAAC. In June 2006, the transactions contemplated under the agreements were completed and effective, with funds held in escrow released to the ultimate vendors and the common shares issued to the JAAC.

Geology

The Mt. Todd project is located 50 kilometers northwest of Katherine, Northern Territory, Australia. The project area covers 13,257 acres. The Mt. Todd gold mine is situated within the southeastern portion of the Early Proterozoic Pine Creek Geosyncline. The Batman deposit geology consists of a sequence of hornfelsed interbedded greywackes and shales with minor thin beds of felsic tuff. Bedding consistently strikes at 325^o, dipping 40^o to 60^o to the southwest. Northerly trending sheeted quartz sulfide veins and joints striking at 0^o to 20^o and dipping 60^o to the east are the major controls for mineralization in the Batman deposit. The veins are 0.04 to 4 inches in thickness with an average thickness of around 0.4 inches and occur in sheets with up to six veins per horizontal foot. These sheeted veins are the main source of gold mineralization in the Batman deposit. In general, the Batman deposit is 4,800 to 5,100 feet in length by 1,200 to 1,500 feet in true width and 1,500 to 1,800 feet in known down-dip extension (the deposit is open along strike and at depth).

Based on a review of project files, our management believes that approximately 27.1 million short tons grading 0.031 gold ounces per ton and containing 826,000 ounces of gold were extracted between 1996 and the termination of mining in 2000. Processing was by a combination of heap-leach production from oxide ore and cyanidation of sulfide ore. The remaining mineralization consists of sulfide mineralization lying below and along strike of the existing open pit.

On June 26, 2006, we announced that an analysis of mineralized material was completed for the Batman deposit at on June 26, 2006, by Gustavson Associates, LLC ("Gustavson") of Boulder, Colorado, under NI 43-101 under the direction of Mr. John Rozelle, an independent Qualified Person, utilizing standard industry software and resource estimation methodology. The report includes the results of 91,225 assay intervals from 730 drill holes (225 core, 435 reserve circulation and 70 rotary drill holes) done by BHP Resources Pty Ltd., Zapopan NL and Pegasus with assaying by Australia Assay Laboratories in Pine Creek

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and Alice Springs, Classic Comlabs in Darwin and Pegasus' onsite lab. Pegasus mined part of the Batman deposit from 1993 to 1997, and a joint venture comprising Multiplex Resources Pty Ltd. and General Gold Resources Ltd. mined the deposit from 1999 to 2000.

The deposit has a drill hole spacing that varies from 80 feet by 80 feet to 260-330 feet by 260-330 feet and generally averages 160 feet by 160 feet. All assaying was fire assay on 50-gram charges. It is the opinion of Gustavson that quality control and quality assurance methods employed by the various companies working at Mt. Todd were standard at the time of the work, and the work including quality control and quality assurance methods has been audited several times by independent consultants.

Based on the report, the mineralized material for the Batman deposit, above a 0.015 ounces of gold per ton cut-off grade, was estimated to be 62.1 million tons at a grade of 0.028 ounces of gold per ton.

An NI 43-101 preliminary assessment was completed on December 29, 2006, by Gustavson under the direction of John W. Rozelle, P.G., an independent Qualified Person. In undertaking the preliminary assessment, Gustavson considered the economic and technical parameters associated with development of the mineralized material by open-pit mining. The study included a conceptual process flowsheet developed by Resource Development Inc. of Wheat Ridge, Colorado, which is based on preliminary testwork and includes a flotation circuit to recover a bulk sulfide concentrate, and further flotation to separate a copper sulfide concentrate that would contain about one-half of the gold and which would be shipped to a smelter. A pyrite concentrate containing about one-half of the gold would also be produced and this concentrate would be cyanide leached to recover the gold. The cyanide in the sulfide residue would be neutralized, following which the residue would be filtered to dry it, and then placed on a lined pad. MWH Australia Pty Ltd ("MWH") designed conceptual tailing disposal facilities, including utilizing the existing tailing facility, and estimated capital costs for these facilities. MWH also completed a closure study and cost estimate for closing the mine and facilities following resumption of production.

In the preliminary assessment, Gustavson assumed a 33,000 short ton-per-day (11.7 million short tons-per-year) ore production rate, resulting in a ten-year operating life. Overall gold recovery is estimated at 87% and copper recovery at 70%.

Startup capital is estimated by Gustavson at $264 million. Mining costs are estimated at $1.21 per ton of material mined, processing costs are estimated at $6.48 per tonne of ore processed and general and administrative costs are estimated at $0.14 per tonne processed. Based on these preliminary numbers, a review of the project economics indicates that the project continues to look favorable.

Additionally, in 2006, we applied for exploration rights to tenements totaling about 273,380 acres adjoining the mining tenements, which were granted in 2007, at which time we began to compile data from previous exploration companies in order to assess the exploration potential.

An infill core drilling program consisting of 25 holes totaling 32,425 feet of drilling was completed in June 2007 to attempt to increase the mineralized material in areas where the drill spacing is too wide to have confidence in the presence and grade of mineralized material within the planned pit, to expand the amount of mineralized material if possible, and to provide fresh samples for metallurgical testing. By the end of 2007, all gold assays had been received, with some check assays and base metals assays pending. In early 2008, we commissioned a new study to update estimates of mineralized material that will include base metal content.

In late February 2008, we announced an NI 43-101 updated estimate of mineralized material by Tetra Tech of Golden, Colorado. This updated estimate was completed under the direction of Mr. John Rozelle, P.G., an independent Qualified Person, utilizing standard industry software and estimation methodology. Results of prior drilling plus the additional drilling we completed in 2007 were included in the estimate. The new estimate of mineralized material is 98.4 million tons at a grade of 0.029 ounces gold per ton at a cutoff grade of 0.015 ounces gold per ton and represents an increase of 65% in mineralized material over

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the prior estimate. Additional core drilling is planned for 2008 to continue to upgrade estimates of mineralized material and to expand the mineralized material, if possible.

Awak Mas

On May 27, 2005, we completed our acquisition of the Awak Mas gold deposit in Sulawesi, Indonesia, for a purchase price of $1.5 million. The acquisition of the Awak Mas Project involved the purchase, through the Corporation's wholly-owned subsidiary Vista Gold (Barbados) Corp. ("Vista Barbados"), of all of the outstanding shares of Salu Siwa Pty Ltd, an Australian company ("Salu Siwa") from the two owners of Salu Siwa: Weston Investments Pty Ltd., an Australian company ("Weston") and Organic Resource Technology Limited, an Australian company ("ORT"). Weston and ORT respectively owned 66% and 34% of the outstanding Salu Siwa shares. Salu Siwa in turn owns 99% of the outstanding shares of PT Masmindo Dwi, an Indonesian company ("PT Masmindo"), which is the direct holder of the Awak Mas Project. The remaining 1% of the outstanding PT Masmindo shares is held by Vista Gold (Barbados). This Project is held by Vista Gold through a contract of work ("CoW") with the Indonesian government.

Geology

The Awak Mas property is situated on the southern side of the Central Sulawesi Metamorphic Belt within a 30-mile long, north-northeast trending fault-bounded block of basement metamorphic rocks and younger sediments. The property covers approximately 221,530 acres. The western margin of this block is represented by an easterly dipping thrust, whereas the eastern margin is defined by a major basement structure. Imbricate faulting has complicated the internal morphology of the block. The property is dominated by the late Cretaceous Latimojong Formation, consisting of phyllites, slates, basic to intermediate volcanics, limestone and schist representing a platform and/or fore arc trough flysch sequence. The Latimojong Formation overlies basement metamorphic rocks dominated by phyllites and slates. Both sequences have been intruded by late-stage plugs and stocks of diorite, monzonite and syenite. To the east of the metamorphic block, basic intermediate intrusives, pyroclastics and volcanogenic sediments comprising the Mesozoic Lamasi Ophiolite Complex appear to have been obducted into a position effectively overlying the younger flyschoid sequence and basement metamorphics during continental accretion.

Gold mineralization is distinctly mesothermal in character, atypical of the more ubiquitous low temperature or epithermal precious metal mineralization within many island arc environments in Indonesia. Gold is associated with sulphur-poor, sodic-rich fluids introduced at a relatively late stage in the tectonic history. Albite-pyrite-silica-carbonate alteration, which accompanies gold deposition, clearly overprints the ductile fabric associated with deformation and metamorphism in the older basement lithologies.

The majority of gold mineralization on the property, including the Awak Mas deposit, is predominantly hosted within the flysch sequence, which typically dips at between 15^o and 50^o, generally towards the north. The majority of gold mineralization is associated with abundant quartz veining and silica—albite-pyrite alteration; however, the association of gold and quartz is not ubiquitous, with some vein zones appearing to be locally barren of mineralization.

Two main styles of mineralization are present. The first represents broad shallow dipping zones of sheeted and stockwork quartz veining and associated alteration that conform to the shear fabric, especially within the dark, graphitic mudstones. The other style consists of steeper dipping zones of quartz veining and breccias associated with high angle faults cutting both the flyschoid cover sequence and basement metamorphics.

Late-stage, north-northeast trending normal faults locally disrupt or offset mineralization. A surface layer of consolidated scree and colluvium averaging 1.8 to 2.4 feet (maximum 9 feet) in thickness veneers the deposit. The base of weak oxidation within the mineralized sequence typically is within 12 feet of surface.

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A final feasibility study was completed by independent consultants in 1997 for Lone Star supporting a mining scenario of 3 million metric tons per year of ore. Independent valuations of the project were completed in 2000 and 2003 as well. Over $43 million has been spent on the project by previous operators.

During 2005, we initiated an exploration program designed to identify drill targets in outlying surface indications of gold mineralization. The program involved soil and rock geochemistry, drilling shallow test holes to obtain bedrock samples, geologic mapping and interpretation of results. In 2006, we completed a 13-hole diamond drill program totaling 8,440 feet that was designed to upgrade shows of mineralization into reportable amounts.

Gustavson Associates LLC ("Gustavson") of Boulder, Colorado, completed a third-party NI 43-101 technical study for us on June 6, 2007. An assay database for 803 drill holes (654 core and 158 reverse circulation holes) totaling 319,639 feet of drilling was used to estimate mineralized material using a cutoff grade of 0.015 ounces of gold per ton. Mineralized material is estimated at 45.9 million tons averaging 0.036 ounces of gold per ton.

Gustavson was commissioned in June 2007 to complete a preliminary assessment of the project under Canadian National Instrument 43-101 standards. The study was completed on January 16, 2008, under the direction of John Rozelle, an independent qualified person. In undertaking the preliminary assessment, Gustavson considered the economic and technical parameters associated with development of the mineralized material by open-pit mining. The study included a process flowsheet based on three stages of laboratory and pilot plant test programs from 1994 to 1997. The flowsheet was developed by Minproc Engineers Ltd. in 1997, and reviewed and approved by Resource Development Inc. of Wheat Ridge, Colorado, for this study. The flowsheet includes a flotation circuit to recover gold associated with sulfide minerals following which the concentrate would be treated in a carbon-in-leach circuit to recover the gold. The benign tailings from the flotation circuit would flow by gravity into a tailings impoundment and the sulfide tailings would be detoxified, filtered and conveyed to a small "dry-stack" sulfide tailings storage facility. MWH Americas Inc. of Denver and Steamboat Springs, Colorado, prepared the tailings disposal sites layout and closure plans, and assessed permitting requirements. The potential development included four different scenarios that would produce an estimated 0.6 to 1.0 million ounces of gold over a project life of 7 to 15 years. Gustavson estimated the preproduction capital to be $124 million to $178 million, depending on the scenario, and the total capital cost over the project life to be $148 million to $218 million.

Yellow Pine

The Yellow Pine gold project is located in the Salmon River Mountains of central Idaho in an area of historical gold, antimony and tungsten mining known as the Stibnite or Yellow Pine Mining District. The district is located in Valley County about 60 miles east of McCall, Idaho, and 10 miles southeast of the small settlement of Yellow Pine, Idaho. The project consists of 17 patented mining claims covering about 304 acres.

On November 7, 2003, Vista Gold, through Idaho Gold Resources LLC ("Idaho Gold"), an indirect, wholly-owned subsidiary of Vista Gold, entered into an Option to Purchase Agreement with Bradley Mining Company for a nine year option to purchase 100% of Yellow Pine for $1,000,000. Idaho Gold made an option payment of $100,000 upon execution of the agreement. The agreement calls for Idaho Gold to make nine more yearly payments of $100,000 on or before each anniversary date of the agreement, for a total option payment price of $1,000,000, and annual payments of $100,000 each were made in 2004, 2005, 2006 and 2007 (see Consolidated Financial Statements—Note 5). If Idaho Gold exercises its option to purchase the project, all option payments shall be applied as a credit against the purchase price of $1,000,000, Idaho Gold has the right to terminate the agreement at any time without penalty. Eleven of the claims are subject to an underlying 5% net smelter returns royalty.

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Geology

The Yellow Pine Mining District is located within the Cretaceous age Idaho Batholith, near its eastern border and adjacent to the Meadow Creek fault zone. The gold deposits of the Yellow Pine district are hosted primarily in the quartz monzonites of the Idaho batholith and within the major shear and fault zones that transect the district. Ore deposits also occur in the metasediments of a large roof pendant within the granitic rocks. Historic mining of the Yellow Pine and the Homestake open pits on the Yellow Pine property has depleted the oxide gold mineralization, but significant sulfide gold mineralization remains unmined. Historically, the mine has produced about 700,000 ounces of gold from a combination of byproduct gold from tungsten and antimony mining and more recent heap-leach production from oxide ore.

Gold and antimony occur principally in veinlets, stockworks, fissure-fillings, and massive lenses. Gold appears to be associated with pyrite and arsenopyrite whereas silver is associated with antimony. The primary gold mineralization occurs within a zone of stockwork sulfide veinlets also containing stibnite, pyrite and arsenopyrite. The principal antimony mineral is stibnite. Tungsten occurs in the mineral scheelite. Deposits are characterized by argillic and sericitic alteration with some silicification.

The Meadow Creek fault and its subsidiary structures trend north and northeast across the district and are a major controlling factor on the regional mineralization. The Yellow Pine mine, the largest mineralized area, is located in the Meadow Creek fault hanging wall, where the fault strike changes from northerly to northeasterly and a zone of stockwork sulfide veining occurs. The mineralized zone is about 2,000 feet long by 700 feet wide with a vertical extent of up to about 1,000 feet. It is cone shaped with the narrower, bottom area of the cone indicating possible continuity of the mineralization at depth both down dip along the hanging wall of the Meadow Creek fault and to the northwest.

The Homestake area appears as a continuation to the northeast of the Yellow Pine zone. The two zones have some similarities as well as differences. The Homestake sulfide zone is also directly associated with the Meadow Creek fault. It appears however to have a somewhat different structural style from the Yellow Pine area. The mineralized zone is about 1,500 feet long by 600 feet wide and up to 350 feet vertically. It has an overall tabular shape with a true width of about 100 to 200 feet. Drill hole information indicates that the mineralization at Homestake is encountered in both the hanging wall of the Meadow Creek fault zone as well as the footwall. Gold grades tend to be quite a bit lower than at the Yellow Pine area. The Yellow Pine and Homestake sulfide zones may be interconnected.

Pincock, Allen & Holt ("PAH"), of Denver, Colorado, completed a third-party technical study for us on November 17, 2003. At an assay database for 538 drill holes totaling 120,922 feet of drilling was used to estimate mineralized material in the Yellow Pine and Homestake sulfide zones using a cutoff grade of 0.025 ounces of gold per ton. Mineralized material is estimated at 33.8 million tons averaging 0.066 ounces of gold per ton.

On November 30, 2006, PAH completed a NI 43-101 preliminary assessment under the direction of Richard Lambert, P.E. and Barton Stone, P.G., both independent Qualified Persons. In undertaking the preliminary assessment, PAH considered the economic and technical parameters associated with development of the mineralization by open-pit mining. The study, based on PAH's review of previous technical studies and their own work, determined the best treatment approach would be an on-site plant to produce a flotation concentrate that would be refined off-site. The potential development would produce an estimated 1.9 million ounces of gold over a 10-year life. PAH estimated the total capital cost over the project life to be $170 million and preproduction capital to be $150 million.

A core drilling program designed to obtain fresh samples for metallurgical testing, refine the geologic knowledge of the property and to potentially add to the mineralized material was put on hold in the fall of 2007 due to our inability to access the project because of forest fires in the region.

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Long Valley

The Long Valley gold project is located in the Inyo National Forest, about 7 miles east of the town of Mammoth Lakes, in Mono County, California. The property consists of 95 contiguous, unpatented mining claims that cover an area of approximately 1,800 acres.

We executed an option agreement on January 22, 2003 to acquire 100% of the Long Valley project from Standard Industrial Minerals, Inc. ("Standard"). Under the terms of the option agreement, we agreed to pay Standard $750,000 over five years, with annual payments to be due as follows: $100,000 due on each of January 15, 2003, 2004, and 2005; $200,000 due on January 15, 2006, and $250,000 due on January 15, 2007. We have made the payments for 2003 through 2006 (see Consolidated Financial Statements—Note 6), and in January 2007, we made the final payment of $250,000 and exercised our option to purchase the property, which is held through Vista Gold California LLC, an indirect, wholly-owned subsidiary of Vista Gold.

During the period of 1994 through 1997, Royal Gold, Inc. ("Royal") drilled 615 reverse circulation and 10 core holes at the Long Valley property. During this time, Royal also completed metallurgical investigations, preliminary engineering studies, including resource estimations, and initiated baseline-type environmental studies of the biological, water and archeological resources of the area. We have acquired all related data from Royal in exchange for a 1% net smelter returns royalty to Royal. The database contains 896 drill holes, totaling 268,275 feet. The majority of holes were drilled using reverse circulation methods. Gold was primarily analyzed by fire assay, with grade determinations by atomic absorption.

Geology

The Long Valley project claims are contained entirely within the early Pleistocene-age Long Valley Caldera, which has been dated at about 760,000 years old. The caldera is an elongated east-west oval depression measuring some 10 miles by 20 miles and is related to eruption of the Bishop Tuff, which is covered by younger rocks within the caldera.

The Long Valley gold mineralization is located near the center of the caldera and is underlain by lithologic units related to the caldera formation and its subsequent resurgence. Associated with resurgent doming is a sequence of interbedded volcaniclastic sedimentary rocks which were deposited in a lacustrine setting within the caldera. These rocks consist of sediment (siltstones through conglomerates) and debris-flow deposits, with local deposits of intercalated silica sinter and rhyolite flows and dikes. All of these lithologies have been altered and/or mineralized to variable degrees. Intruding the generally flat-lying lake sediments are several rhyolite domes that have been dated from 200,000 to 300,000 years in age.

The north-south trending Hilton Creek fault zone appears to define the eastern limit of the resurgent dome within the central part of the Long Valley Caldera and extends outside the caldera to the south. Offset along this fault appears to be variable and suggests that fault activity along this zone may be episodic in nature.

Gold and silver mineralization at Long Valley appears to fall under the general classification of an epithermal, low sulfidation-type deposit. Several areas, termed the North, Central, South, Southeast and Hilton Creek zones, on the Long Valley property are mineralized with low grades of gold and silver. The mineralized zones are generally north-south trending, up to 8,000 feet in length with widths ranging from 500 feet to 1,500 feet. The tabular bodies are generally flat-lying or have a shallow easterly dip. Mineralization is typically from 50 to 200 feet thick and, in the South and Southeast zones, is exposed at or very near the surface. The top of the Hilton Creek zone is covered by 20 to 50 feet of alluvium. The majority of the mineralization discovered to date is located in the Hilton Creek zone.

Gold and silver mineralization is quite continuous throughout the zones and is well defined above a cut-off grade of 0.010 gold ounces per ton. Within the continuous zones of low-grade gold mineralization (above 0.010 gold ounces per ton) are numerous zones of higher grade mineralization above 0.050 gold ounces per

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ton, particularly in the Hilton Creek zone, which may relate to zones of enhanced structural preparation. Mineralized zones typically correlate with zones of moreintense clay alteration or argillization and/or silicification.

Based on a third-party technical study completed February 20, 2003, by MDA of Reno, Nevada, the Long Valley project contains approximately 68.3 million tons of mineralized material with an average grade of 0.018 ounces of gold per ton at a cut-off grade of 0.010 ounces of gold per ton.

On January 9, 2008, MDA completed a NI 43-101 preliminary assessment for the Long Valley project under the direction of Mr. Neil Prenn, an independent Qualified Person. In undertaking the preliminary assessment, MDA considered the economic and technical parameters associated with development of the mineral resources within the restraints imposed by the state of California's mining regulations that include a provision that all mined materials not removed from the property be replaced within the perimeter of the excavation. The preliminary assessment evaluated the potential economics of the project assuming that the mineral resources were mined using open-pit mining methods and processed using heap-leach technology. The metallurgical test work and flowsheet were reviewed and approved for this study by Resource Development Inc. of Wheat Ridge, Colorado. After the pit material has been mined, the remaining waste materials would be backfilled into the pit along with the detoxified heap material. The potential development would produce an estimated 535,300 ounces of gold over an eight-year mine life. MDA estimated startup capital at $58.8 million and total project capital at $61.8 million.

Guadalupe de los Reyes

Guadalupe de los Reyes is located in the western foothills of the Sierra Madre Occidental mountain range, approximately 68 miles by air (124 miles by road) north of the coastal city of Mazatlán, and 19 miles by road southeast of the town of Cosalá in Sinaloa State, Mexico. The mineral concessions include two titled concessions for exploitation and three titled concessions for exploration, all covering about 1,475 acres.

On August 1, 2003, we executed an agreement to acquire a 100% interest in the Guadalupe de los Reyes gold project and a data package associated with the project and general area, for aggregate consideration of $1.4 million and a 2% net smelter returns royalty. During a due diligence period prior to the signing of the purchase agreement, we made payments to the owner, Sr. Enrique Gaitan Maumejean, totaling $100,000, and upon exercising our option to complete the purchase, paid an additional $200,000. On August 4, 2004, we issued 138,428 Common Shares to Sr. Gaitan in satisfaction of the scheduled payment of $500,000, which could be made in cash or Common Shares at our discretion. An additional $500,000 in cash is to be paid in installments of $100,000 on each of the second through sixth anniversaries of the signing of the formal agreement, with the outstanding balance becoming due upon commencement of commercial production. Payments of $100,000 were made in each of 2005, 2006 and 2007. A 2% net smelter returns royalty will be paid to the previous owner and may be acquired by us at any time for $1.0 million. We retain the right to terminate the agreement at any time.

On December 19, 2007, we announced that we had signed an agreement to acquire Grandcru Resource Corporation's interest in two gold/silver mineral properties adjacent to the Corporation's Guadalupe de los Reyes project in Sinaloa, México. Under the terms of the agreement, we agreed to (a) pay Grandcru $425,000 less any amounts payable in back taxes on the mining concessions, and pay a private investment group known as the San Miguel Group $75,000, and (b) issue to Grandcru and the San Miguel Group, in aggregate, Common Shares of the Corporation with a value of $1,000,000 (amounting to 213,503 Common Shares) on closing. In addition, we reached agreement with Goldcorp Inc. and its Mexican subsidiary, Desarrollos Mineros San Luis, S.A. de C.V. (together, "San Luis"), and with the San Miguel Group to complete the acquisition of their respective interests in the mining concessions at the same time as the closing occurs with Grandcru. We agreed to pay a 2% net smelter returns royalty ("NSR") on all minerals produced payable to the San Miguel Group on the mining concessions known as the San Miguel Concessions. We agreed to pay San Luis a 1% NSR on mining concessions known as the San Luis

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Concessions and the San Miguel Concessions, and 2% to 3% NSR depending on the gold price on the Corporation's mining concessions known as the Gaitán Concessions. At gold prices below $499.99 per ounce, the royalty payable to San Luis on the Gaitán Concessions will be 2% and at or above $500 per ounce, the royalty will be 3%. Certain of the San Luis Concessions are subject to a pre-existing underlying royalty of 3% NSR payable to Sanluis Corporación, S.A. de C.V.

Geology

Guadalupe de los Reyes occurs in a late Cretaceous-to Tertiary-age volcanic sequence of rocks. Gold and silver mineralization has been found along a series of northwesterly and west-northwesterly trending structural zones. Mineralization in these zones is typical of low sulfidation epithermal systems. Eight main target areas have been identified along three major structural zones. Several of these targets have bulk tonnage potential which may be amenable to open-pit mining, including the El Zapote, San Miguel, Guadalupe Mine, Tahonitas, and Noche Buena zones. The El Zapote target occurs in the Mariposa-El Zapote-Tahonitas structural zone on the western side of the project area and has been mapped for a distance of 2 miles. The El Zapote deposit is one of three deposits found along this structural zone, with the inactive underground Mariposa Mine 0.6 miles to the northwest and the Tahonitas prospect 0.3 miles to the southeast. The Guadalupe zone occurs as the northwest extension of the mineralized structures that were developed by underground mining along approximately 3,280 feet of the veins and to some 1,300 feet deep. The Guadalupe zone is found in the northeast portion of the area and has produced the majority of precious metals within the district. The San Miguel and Noche Buena zones are enclosed by the same northwestern trending structure in between the El Zapote-Mariposa and the Guadalupe structures.

As announced by Vista Gold on September 29, 2003, a third-party technical study was performed for Vista Gold and reported on July 17, 2003, by Pincock, Allen & Holt, of Denver, Colorado, using assay data from 381 reverse circulation drill holes totaling 118,633 feet. The drilling was performed by Northern Crown Mines Limited from 1993 to 1997. Based on this study, mineralized material above a cutoff grade of 0.015 ounces of gold per ton is 7.0 million tons averaging 0.040 ounces of gold per ton and 0.67 ounces of silver per ton.

An NI 43-101 technical study on the portion of the property we acquired from Grandcru, San Miguel and Sanluis was completed for Grandcru on April 11, 2005, by Pincock Allen & Holt Ltd. of Lakewood, Colorado, under the supervision of Leonel López and Mark G. Stevens, independent qualified persons, and titled "Technical Report, Los Reyes, Gold-Silver Project, State of Sinaloa, Western México" and filed on SEDAR under Grandcru Resources Corporation. The results of the study indicated that mineralized material above a cutoff grade of 0.015 ounces of gold per ton on the portion of the property covered by Grandcru's option contains 4.1 million tons averaging 0.05 ounces of gold and 0.89 ounces of silver per ton.

The consolidation of properties hosting known mineralized material in the Guadalupe de los Reyes district means that our company now controls mineralized material at a cutoff grade of 0.015 ounces of gold per ton, that totals 11.1 million tons averaging 0.044 ounces of gold and 0.75 ounces of silver per ton.

Amayapampa

The Amayapampa project is located 186 miles southeast of La Paz in the Chayanta Municipality, Bustillos Province, Department of Potosi, in southwestern Bolivia. Access is via 167 miles of paved road from La Paz to Machacamarca near Oruro, followed by 62 miles of gravel road to Lagunillas, then nine miles of dirt road to Amayapampa. The Amayapampa property is situated within the moderately rugged Eastern Cordilleran region of Bolivia with elevations at the property varying from 12,300 to 13,450 feet above sea level. Amayapampa consists of 24 mining concessions covering 1,989 acres plus an additional 16,803 acres in regional exploration and exploitation concessions. The project is currently on care and maintenance.

The Corporation acquired the Amayapampa gold project, in Bolivia, in 1996. On March 13, 2007, the Corporation entered into an agreement with Luzon Minerals Ltd. ("Luzon") to sell the Amayapampa project to Luzon. This agreement replaced all prior agreements between the Corporation and Luzon, as previously reported, with respect to the Amayapampa project. The terms of the initial agreement with Luzon were amended in January, July and November of 2005.

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We announced on November 20, 2007, that Luzon decided not to exercise its option to acquire the Corporation's interest in the Amayapampa project, citing Luzon's inability to advance the project with its current financial and personnel resources. The Corporation and Luzon entered into an agreement regarding the termination of the option agreement and the terms on which Luzon's outstanding obligations with respect to the project will be satisfied. On the date of termination, Luzon owed $394,925 to the Corporation of which $150,000 is payable in cash and the remaining $244,925 will be converted into 2,607,222 fully paid and non-assessable common shares in the capital of Luzon, subject to regulatory approval. We have provided an allowance for the entire amount of this receivable as Vista does not believe Luzon has the ability to meet its financial obligation to us. Subsequent to the termination of this agreement Vista employed a search firm to locate potential buyers for the Amayapampa project. In January 2008, Vista received an offer of which is currently under consideration.

Geology

The Amayapampa deposit underlies a north-northwest trending ridge approximately 0.3 miles east of the town of Amayapampa. The deposit is defined by about 48 diamond drill holes; 96 reverse-circulation drill holes; and 315 underground channel samples totaling 17,585 feet from more than 200 accessible cross-cuts in 43 different levels and sub-levels extending over a vertical distance of 682 feet. The deposit is approximately 1,970 feet in strike length, 98 to 230 feet in width and has an overall dip of the mineralized envelope of 80 to 90 degrees west. The depth extent of continuous mineralization is in excess of 656 feet to about the 12,795-foot elevation, although some mineralization is present below this depth. Gold occurs free and associated with sulfides in a structural zone in which quartz veins were emplaced then sheared prior to introduction of sulfides and gold mineralizing solutions.

The host rocks are composed of Ordovician black shales, sandstones, and siltstones, which were weakly metamorphosed to argillites, quartzites, and siltites, respectively. The Amayapampa project is located along the east flank of a north-south trending regional anticline near the top of the Ordovician sequence. Bedding dips are steep at 60 to 80 degrees west, with the east limb of the anticline being overturned and thus, also dipping steeply west.

The mineralized envelope is best described as a structural zone, in which quartz veins were emplaced along a preferential fracture direction.

Most faults, shears and fractures are north-northeast to north-northwest trending and steeply dipping, both east and west, at 60 to 90 degrees. Quartz veins predominantly dip east. Locally, within the zone of mineralization, flat, thrust-like faults are present, which have offset quartz veins to a minor extent. These flat faults, commonly west-dipping at 40 to 45 degrees, can not generally be mapped outside of the main structural zone that hosts the gold mineralization. A west dipping, 45-degree fault projects into the pit on the northeast side of the deposit and was intersected by two vertical, geotechnical core holes. The base of mineralization may also be slightly offset by a similar west-dipping, 45-degree fault.

Oxidation effects are pervasive from the surface to depths of 66 to 98 feet, with only partial oxidization below those depths. Hydrothermal alteration effects evident in fresh rock are minor, and occur as coarse sericite (muscovite) in thin (0.08 to 0.20 inch) selvages along some quartz veins. In addition, chlorite is present in and adjacent to some quartz veins, but this presence may be a product of low-grade metamorphism. Alteration effects are minimal overall, except for surface oxidization.

Mineralization is composed of quartz veins and sulfides and both constitute a visual guide to ore. Quartz veins are a locus for gold mineralization. Quartz veins are typically a few centimeters to two feet in width and commonly occur as sub-parallel vein sets. The strike extent can be 164 to 246 feet or more for any one vein or vein set, but the dip extent is not as well established and probably ranges up to 66 to 98 feet. Multiple vein sets are present in the overall mineralized envelope and veins commonly pinch and swell along strike and down dip.

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Sulfide mineralization, hosted by multiple fractures, is composed of predominantly pyrite within and adjacent to quartz veins. The total sulfide concentration for the overall mineralized zone is estimated at 3% to 5%. Petrographic examination of the sulfide mineralization shows pyrite to dominate at over 95% of the total sulfides; arsenopyrite is also present, as are minor amounts of chalcopyrite, galena, sphalerite, stibnite and tetrahedrite. Gold is present as free gold in association with pyrite, on fractures within pyrite and attached to the surface of pyrite and is often visible as discrete grains on fractures in quartz and argillite. Gold grains exhibit a large size-range, with much of the gold being relatively coarse at 40 to 180 microns. All gold grains display irregular shapes with large surface areas. No gold was noted to be encapsulated in either quartz or sulfide. The content of gold grains was verified as over 97% gold by scanning-electron-microprobe analysis.

District-scale exploration potential exists for defining styles of gold mineralization similar to Amayapampa, which could be developed as satellite ore bodies. In addition, at least 15 drill holes beneath the planned Amayapampa pit suggest the presence of four higher-grade shoots.

An updated NI 43-101 study containing an estimate of mineralization for the Amayapampa project was completed on September 21, 2006, by GR Technical Services Ltd. of Calgary, Alberta and Giroux Consultants Limited of Vancouver, British Columbia, independent consultants. The resource estimate was completed in September 2005 for Luzon under the direction of Mr. G. H. Giroux, P.Eng., MA Sc., an independent Qualified Person, utilizing standard industry software and resource estimation methodology. The mineral resource data base contains 10,264 assay intervals from 45 core drill holes, 96 reverse circulation drill holes, and underground channel samples done by Da Capo Resources Ltd. and Vista between 1994 through 1997, with assaying by the Bondar Clegg laboratory in Oruro, Bolivia. The results of the study indicates that the known Amayapampa deposit, at a cutoff grade of 0.012 ounces gold per ton, contains an estimated 15,697,000 tons at a grade of 0.042 gold ounces per ton.

ITEM 3. LEGAL PROCEEDINGS.

Except as described below, we are not aware of any material pending or threatened litigation or of any proceedings known to be contemplated by governmental authorities which is, or would be, likely to have a material adverse effect upon us or our operations, taken as a whole.

Estanislao Radic

As reported in our prior filings, a legal dispute was initiated in Bolivia in April 1998 by a Mr. Estanislao Radic Valderrama (recently deceased; the term "Radic" used herein refers to, as appropriate in context, the individuals or the individual and/or his successors), who brought legal proceedings in the lower penal court and, in 1999, brought proceedings in civil court against Mr. Raul Garafulic and us, questioning the validity of Mr. Garafulic's ownership of the Amayapampa property.

In April 2005, Radic commenced a civil lawsuit in La Paz, Bolivia against Minera Nueva Vista S.A. ("Nueva Vista") and two of its predecessors in interest, seeking nullification of the public documents by which the mineral concessions comprising the "Grupo Minero Amayapampa" had been transferred to Nueva Vista. Nueva Vista and we did not learn of this lawsuit until the quarter ended September 30, 2006.

This is Radic's second civil lawsuit attempting to nullify the transfer of the mineral concession to Nueva Vista and its predecessors in interest. Radic's prior civil suit, initiated in Potosi, Bolivia in 1999 as noted above, ended in April 2004 with a declaration that his cause of action had lapsed. In the present action, Nueva Vista and the other defendants have raised the defenses, among others, of prior adjudication (res judicata) and expiration of the applicable statute of limitations.

We believe that Radic's contentions in the present suit are without merit. Nueva Vista has asserted counterclaims against Radic for bad faith and recklessness in bringing the present action. We do not

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anticipate that this lawsuit will result in any material adverse impact on Vista Gold or Nueva Vista or our holdings in Bolivia.

On July 31, 2007, Nueva Vista filed a civil lawsuit in Potosi, Bolivia against Radic seeking a judgment declaring that Radic lacks any property rights with respect to the mining concessions constituting the "Grupo Minero Amayapampa". We believe that there is no merit to Radic's contentions with respect to the transfer of the mineral concessions to Nueva Vista and its predecessors in interest. We believe that our rights in the Amayapampa mineral concessions are valid and while we cannot assure a positive outcome, we have instituted this lawsuit in Bolivia in an effort to confirm these rights and to reduce the potential for further claims by Radic.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, by Vista Gold during the quarter ended December 31, 2007.

EXECUTIVE OFFICERS OF THE CORPORATION

As of December 31, 2007, we had four executive officers, namely Michael B. Richings, Executive Chairman and Chief Executive Officer, Gregory G. Marlier, Chief Financial Officer, Frederick H. Earnest, President and Chief Operating Officer and Howard M. Harlan, Vice President—Business Development. Information as to Mr. Richings, Mr. Marlier, Mr. Earnest and Mr. Harlan is set forth below.

Name, Position and Age	Held Office Since	Business Experience During Past Five Years
Michael B. Richings Executive Chairman, Chief Executive Officer and Director Age—63	November 6, 2007 (Executive Chairman) May 25, 2004 (Chief Executive Officer)	Executive Chairman and Chief Executive Officer of Vista Gold Corp. from November 2007 to present; Chief Executive Officer of Vista from August 2007 to November 2007; President and Chief Executive Officer of Vista from May 2004 until August 2007; and formerly, President and Chief Executive Officer of Vista from June 1995 to September 2000; retired from Vista September 2000 to May 2004 (continued as a director of Vista and served as consultant to mining industry during that period).
Gregory G. Marlier Chief Financial Officer Age—58	June 1, 2004	Chief Financial Officer of Vista Gold Corp. from June 2004 to present; Chief Financial Officer of Pacific Western Technologies, Ltd. from 2000 to 2004.
Frederick H. Earnest President, Chief Operating Officer and Director Age—46	August 1, 2007	President and Chief Operating Officer of Vista Gold Corp. from August 2007 to present; Senior Vice President, Project Development of Vista from September 2006 to August 2007; President of Pacific Rim Salvador, S.A. de C.V. from June 2004 to September 2006 and General Manager and Legal Representative of Compania Minera Dayton from April 1998 to June 2004.

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Howard M. Harlan
Vice President,
Business Development
Age—64
November 9, 2004
Vice President, Business Development of Vista Gold Corp. from November 2004 to present; Manager of Corporate Administration of Vista Gold Corp. from September 2003 to November 2004; Land Manager of LaFarge West Inc. from February 2002 to September 2003; Consultant from March 2001 to February 2002; Business Analyst of Luzenac America Inc. from June 2000 to March 2001.

None of the above executive officers has entered into any arrangement or understanding with any other person pursuant to which he was or is to be appointed or elected as an executive officer of Vista Gold Corp. or a nominee of any other person.

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Price Range of Common Shares

The Common Shares of Vista Gold Corp. are listed on the American Stock Exchange and the Toronto Stock Exchange under the symbol VGZ. The following table sets out the reported high and low sale prices on the American Stock Exchange and on the Toronto Stock Exchange for the periods indicated as reported by the exchanges.

		American Stock Exchange (US$)		The Toronto Stock Exchange (CDN$)
		High	Low	High	Low
2006	1st quarter	5.80	4.34	6.95	5.05
	2nd quarter	9.99	5.82	11.17	6.60
	3rd quarter	13.55	8.25	14.95	9.56
	4th quarter	10.40	7.67	11.86	8.70
2007	1st quarter	9.10	7.07	10.68	8.32
	2nd quarter	9.45	3.80	10.36	4.07
	3rd quarter	5.79	4.00	5.94	4.08
	4th quarter	7.87	4.15	7.12	4.10

On March 14, 2008, the last reported sale price of the Common Shares of Vista Gold on the American Stock Exchange was $4.99 and on the Toronto Stock Exchange was CDN $4.91. As at March 14, 2008, there were 34,414,799 Common Shares issued and outstanding, and we had 569 registered shareholders of record.

Dividends

We have never paid dividends. While any future dividends will be determined by our directors after consideration of our earnings, financial condition and other relevant factors, it is currently expected that available cash resources will be utilized in connection with the ongoing acquisition, exploration and evaluation programs of Vista Gold.

Securities Authorized for Issuance under Equity Compensation Plans

See "Part III—Item 11. Executive Compensation" for information relating to our equity compensation plan.

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Performance Graph

The following graph compares the yearly percentage change in the Corporation's cumulative total shareholder return on its Common Shares with the cumulative total return of the S&P/TSX Composite Index and the S&P/TSX Canadian Gold Index, assuming the reinvestment of dividends, for the last five financial years:

On May 10, 2007, Vista transferred its Nevada-based properties to Allied Nevada for which Vista received 26,933,055 shares of Allied Nevada. Of these shares, 25,403,207 were distributed to Vista's shareholders on May 10, 2007. The Board of Directors of Vista determined that the fair market value of each Allied Nevada share on May 10, 2007 was $4.6265. This determination by the Board is not binding and was made to determine whether a deemed dividend arose for Canadian tax purposes. Management believes that the decrease in the trading price of the Corporation's Common Shares during the period following the completion of the Arrangement, was primarily a result of the transfer of Vista's Nevada-based properties to Allied Nevada and the distribution of a portion of the Allied Nevada shares that Vista received for such transfer.

The Common Shares were consolidated on a 20:1 basis on June 19, 2002; values after that date have been adjusted to reflect the consolidation.

Exchange Controls

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 a Canadian withholding tax. See "—Certain Canadian Income Tax Considerations for U.S. Residents," below.

Certain Canadian Income Tax Considerations for U.S. Residents

The following is a general summary of certain Canadian federal income tax consequences of the ownership and disposition of Common Shares generally applicable to holders of Common Shares who are residents of the United States for the purposes of the Canada-United States Income Tax Convention (1980), as amended (the "Convention") and who, at all relevant times, for purposes of the Canadian Tax Act (as defined below), (i) are not resident or deemed to be resident in Canada, (ii) hold their Common Shares as capital property, (iii) deal at arm's length with and are not affiliated with Vista Gold, and (iv) do not use or hold, and are not deemed to use or hold, their Common Shares in a business carried on in Canada. In this summary, these holders of Common Shares are referred to as U.S. Residents. Generally, Common

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Shares will be considered to be capital property to a holder as long as the holder acquired the shares as a long-term investment, is not a trader or dealer in securities, did not acquire, hold or dispose of such shares in a transaction considered to be an adventure or concern in the nature of trade (i.e. speculations) and does not hold such shares as inventory in the course of carrying on a business. Special rules, which are not discussed below, may apply to a U.S. Resident which is an insurer that carries on business in Canada and elsewhere.

It is the Canada Revenue Agency's (the "CRA's") published policy that certain entities that are treated as being fiscally transparent for United States federal income tax purposes (including limited liability companies) will not qualify as residents of the United States under the provisions of the Convention.

This summary is based upon the current provisions of the Income Tax Act (Canada) and the regulations enacted thereunder (collectively referred to as the "Canadian Tax Act") and the Convention as in effect on the date hereof, all specific proposals (the "Tax Proposals") to amend the Canadian Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) before the date hereof, and our understanding of the current published administrative and assessing policies of the CRA. This summary is not exhaustive of all possible Canadian federal income tax consequences and does not take into account provincial, territorial or foreign income tax considerations, and except for the Tax Proposals does not take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action. No assurance can be given that the Tax Proposals will be enacted into law in the manner proposed, or at all.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of Common Shares and no representations are made with respect to the Canadian federal income tax consequences to any particular holder or prospective holder of Common Shares. Accordingly, holders or prospective holders of Common Shares should consult their own tax advisors for advice with respect to their particular circumstances. The discussion below is qualified accordingly.

This summary does not address the Canadian Federal income tax consideration in respect of the transactions pursuant to the Arrangement whereby holders exchanged their old common shares and received, subject to applicable withholding taxes, (i) new Common Shares of Vista and (ii) common shares of Allied Nevada. Holders of Common Shares are referred to the Management Information and Proxy Circular of Vista dated October 11, 2006 for a summary of the tax consequences related to these transactions.

Disposition of Common Shares

A U.S. Resident will not be subject to tax under the Canadian Tax Act in respect of any capital gain realized by such U.S. Resident on a disposition of Common Shares unless the Common Shares constitute "taxable Canadian property" (as defined in the Canadian Tax Act) of the U.S. Resident at the time of disposition. As long as the Common Shares are listed on a prescribed stock exchange (which currently includes the Toronto Stock Exchange and American Stock Exchange), the Common Shares generally will not constitute taxable Canadian property of a U.S. Resident unless, at any time during the 60-month period immediately preceding the disposition, the U.S. Resident, persons with whom the U.S. Resident did not deal at arm's length, or the U.S. Resident together with all such persons, owned or was considered to own 25% of more of the issued shares of any class or series of shares of the capital stock of the Corporation.

If the Common Shares are taxable Canadian property to a U.S. Resident at the time of disposition, any capital gain realized on the disposition of such Common Shares will, according to the Convention, generally not be subject to Canadian federal income tax unless the value of the shares of the Corporation at the time of the disposition is derived principally from "real property situated in Canada" within the

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meaning set out in the Convention. A U.S. Resident whose Common Shares are taxable Canadian property should consult their own advisors.

Taxation of Dividends on Common Shares

Under the Canadian Tax Act, dividends on Common Shares paid or credited, or deemed to be paid or credited, to a U.S. Resident will be subject to Canadian withholding tax at a rate of 25% (subject to reduction under the provisions of the Convention) of the gross amount of the dividends. Currently, under the Convention, the rate of Canadian withholding tax generally applicable to dividends paid or credited to a U.S. Resident is 15% of the gross amount of the dividends. In addition, under the Convention, dividends may be exempt from Canadian non-resident withholding tax if paid to certain U.S. Residents that are qualifying religious, scientific, literary, educational or charitable tax-exempt organizations and qualifying trusts, companies, organizations or arrangements operated exclusively to administer or provide pension, retirement or employee benefits that are exempt from tax in the United States and that have complied with specific administrative procedures.

Certain U.S. Federal Income Tax Considerations

NOTICE PURSUANT TO IRS CIRCULAR 230: NOTHING CONTAINED IN THIS SUMMARY CONCERNING ANY U.S. FEDERAL TAX ISSUE IS INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED, BY A U.S. HOLDER (AS DEFINED BELOW), FOR THE PURPOSE OF AVOIDING U.S. FEDERAL TAX PENALTIES UNDER THE CODE. THIS SUMMARY WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED BY THIS DOCUMENT. EACH U.S. HOLDER SHOULD SEEK U.S. FEDERAL TAX ADVICE, BASED ON SUCH U.S. HOLDER'S PARTICULAR CIRCUMSTANCES, FROM AN INDEPENDENT TAX ADVISOR.

The following is a discussion of the material U.S. federal income tax consequences to U.S. Holders, as defined below for purposes of this discussion of "Certain U.S. Federal Income Tax Considerations", of the holding and disposition of our common shares. The discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the "Code"), U.S. Treasury regulations, judicial authorities, published positions of the Internal Revenue Service (the "IRS") and other applicable authorities, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect.

A "U.S. Holder" is a beneficial owner of our common shares that is for U.S. federal income tax purposes (a) an individual U.S. citizen or resident alien; (b) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, the District of Columbia or any state in the United States; (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (d) a trust, if its administration is subject to the primary supervision of a U.S. court and one or more U.S. persons have the authority to control all substantial decisions of the trust, or if it has made a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person.

This discussion only addresses U.S. Holders who hold our common shares as "capital assets" within the meaning of section 1221 of the Code. This discussion does not address all the tax consequences that might be relevant to U.S. Holders in light of their particular circumstances or the U.S. federal income tax consequences to U.S. Holders subject to special treatment under U.S. federal income tax laws, including but not limited to banks and other financial institutions, insurance companies, dealers in securities or foreign currency, traders that have elected mark-to-market accounting, tax-exempt organizations, certain former citizens or residents of the United States, persons that hold our common shares as part of a "straddle", "hedge", "conversion transaction" or other integrated investment, U.S. Holders who own, directly or indirectly, 10% or more of Vista Gold's common shares, or U.S. Holders that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below.

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If a partnership, or other entity taxed as a partnership for U.S. federal income tax purposes, holds our common shares, the U.S. federal income tax treatment of a partner in the partnership will depend on the status of the partner and the activities of the partnership. Partnerships that hold our common shares, and partners in such partnerships, are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of holding our common shares.

Prospective investors are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of the holding and disposition of our common shares in their particular circumstances.

Passive Foreign Investment Company Rules

For U.S. federal income tax purposes, we were classified as a PFIC under section 1297 of the Code for our taxable year ended December 31, 2007, and likely will be a PFIC in subsequent taxable years until we have significant operating income. A non-U.S. corporation generally is classified as a PFIC for U.S. federal income tax purposes in any taxable year if, either (a) at least 75% of its gross income is "passive" income (the "income test"), or (b) on average at least 50% of the gross value of its assets is attributable to assets that produce passive income or are held for the production of passive income (the "asset test"). For purposes of the income test and the asset test, if a non-U.S. corporation owns directly or indirectly at least 25% (by value) of the stock of another corporation, the non-U.S. corporation will be treated as if it held its proportionate share of the assets of the latter corporation and received directly its proportionate share of the income of that latter corporation. Passive income generally includes dividends, interest, royalties and rents (other than rents and royalties derived in the active conduct of a trade or business and not derived from a related person).

For any taxable year in which we are a PFIC, U.S. Holders will be subject to U.S. federal income tax in respect of our common shares in accordance with the special rules applicable to investments in PFICs. Under the PFIC rules, as discussed further below in this section "Passive Foreign Investment Company Rules", the U.S. federal income tax consequences of the ownership of our common shares will be governed by the so-called "non-qualified fund" regime, unless either (a) a U.S. Holder elects to treat Vista Gold as a "qualifying electing fund" ("QEF"), and we annually supply our U.S. Holders with the information necessary for compliance with the QEF election, or (b) our common shares constitute "marketable stock", within the meaning of section 1296 of the Code, and the U.S. Holder elects to mark our common shares to market as of the end of each taxable year. U.S. Holders of shares of stock of a PFIC are subject to special annual tax reporting requirements.

U.S. HOLDERS ARE STRONGLY ADVISED TO CONSULT THEIR OWN TAX ADVISORS ABOUT THE POSSIBLE CHARACTERIZATION OF VISTA GOLD AS A PFIC AS WELL AS THE ADVISABILITY OF MAKING A QEF ELECTION OR A MARK-TO-MARKET ELECTION.

Non-Qualifying Fund

In general, if a QEF election or a mark-to-market election is not made by a U.S. Holder, any gain on a sale or other disposition of our common shares by such a U.S. Holder would be treated as ordinary income and would be subject to special tax rules. Under these special tax rules, (a) the amount of any such gain would be allocated ratably over the U.S. Holder's holding period for our common shares, (b) the amount of ordinary income allocated to years prior to the year of sale or other disposition would be subject to tax at the highest statutory rate applicable to such U.S. Holder for each such year (determined without regard to other income, losses or deductions of the U.S. Holder for such years), and (c) the tax for such prior years would be subject to an interest charge, computed at the rate applicable to underpayments of tax. Under proposed U.S. Treasury regulations, a "disposition" may include, under certain circumstances, transfers at death, gifts, pledges of shares and other transactions with respect to which gain is not ordinarily recognized. In addition, the adjustment ordinarily made to the tax basis of stock owned by a decedent may not be available with respect to our common shares. Rules similar to those applicable to dispositions will

41

generally apply to distributions in respect of our common shares that exceed 125% of the average amount of distributions in respect of such shares during the preceding three years, or, if shorter, during the preceding years in the U.S. Holder's holding period ("excess distributions").

QEF Election

If a U.S. Holder makes a valid and timely-filed QEF election in connection with a purchase of our common shares, and provided that we annually supply the information necessary to comply with such election, then the electing U.S. Holder will be required each taxable year to recognize, as ordinary income, a pro rata share of our earnings, and to recognize, as capital gain, a pro rata share of our net capital gain, in each case without regard to whether distributions are received with respect to our common shares for such year. The QEF election, once made, applies to all subsequent taxable years of the U.S. Holder in which it holds our common shares until we cease to be a PFIC. If we are again a PFIC in any taxable year following a year in which we were not treated as a PFIC, the original QEF election continues to be effective. For any taxable year in which we are a PFIC and do not have any net income or net capital gain, a U.S. Holder would not have any income or gain as a result of the QEF election. We will provide the information necessary for complying with the QEF election. Amounts included in a U.S. Holder's taxable income under the QEF regime would increase such U.S. Holder's tax basis in our common shares, and subsequent distributions by us would not be taxable to the U.S. Holder, and instead would reduce the U.S. Holder's tax basis in our common shares to the extent that the U.S. Holder could demonstrate that the distributions were attributable to previously-taxed income. A U.S. Holder generally would recognize capital gain or loss upon a disposition of our common shares that were subject to a QEF election at all times during such U.S. Holder's holding period. Special rules would apply if a U.S. Holder makes a QEF election later than the first taxable year in which our common shares are owned (which could result in the U.S. Holder remaining subject to the non-qualifying fund regime described above).

Mark-to-Market Election

If a U.S. Holder makes a valid and timely-filed mark-to-market election, and provided that our common shares constitute "marketable stock" within the meaning of Section 1296 of the Code, then in any year in which we are a PFIC the U.S. Holder annually would be required to report any unrealized gain with respect to its common shares as an item of ordinary income, and would be permitted to deduct any unrealized loss, as an ordinary loss, to the extent of previous inclusions of ordinary income. Any gain subsequently realized by such electing U.S. Holder upon a disposition of our common shares also would be treated as ordinary income, rather than capital gain, but such U.S. Holder would not be subject to an interest charge on the resulting tax liability as under the non-qualifying fund regime. A U.S. Holder who makes a mark-to-market election would still be taxed on distributions from us when received, as described under "Dividends".

For purposes of the mark-to-market election, marketable stock generally includes stock that is regularly traded on certain established securities markets within the United States, or on any exchange or other market that the IRS determines has trading, listing, financial disclosure, and other rules adequate to carry out the purposes of the mark-to-market election. The American Stock Exchange and the Toronto Stock Exchange may qualify as such an exchange. Each U.S. Holder should consult its own advisor as to whether the mark-to-market election is available with respect to our common shares. Special rules would apply to a U.S. Holder that held our common shares prior to the first taxable year for which the mark-to-market election was effective, which could result in an interest charge for such first taxable year, as under the non-qualifying fund regime described above.

Once made, a mark-to-market election would be effective for all subsequent taxable years of such U.S. Holder unless revoked with the consent of the Secretary of the Treasury or unless our common shares cease to be marketable.

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Dividends

For purposes of this section "Dividends", it is assumed that we are a PFIC. To the extent that distributions paid on our Common Shares are not treated as excess distributions received by a non-electing U.S. Holder, and to the extent the distribution exceeds the previously-taxed income of a U.S. Holder that makes a QEF election, such distributions (before reduction for Canadian withholding taxes) will be taxable as dividends to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, and will be includable in a U.S. Holder's ordinary income when received. Dividends on our common shares will not be eligible for the dividends-received deduction generally allowed to U.S. corporations.

The amount of any dividend paid in Canadian dollars will equal the U.S. dollar value of the Canadian dollars received calculated by reference to the exchange rate in effect on the date the dividend is received by a U.S. Holder regardless of whether the Canadian dollars are converted into U.S. dollars. If the Canadian dollars received as a dividend are not converted into U.S. dollars at the date of receipt, a U.S. Holder will have a basis in the Canadian dollars equal to the U.S. dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the Canadian dollars will be treated as ordinary income or loss, and generally will be income or loss from sources within the United States for U.S. foreign tax credit purposes.

A U.S. Holder may be entitled to deduct, or claim a U.S. foreign tax credit for, Canadian taxes that are withheld on dividends received by a U.S. Holder, subject to applicable limitations in the Code. Dividends will be income from sources outside the United States and for tax years beginning before January 1, 2007, generally will be "passive income" or "financial services income", and for tax years beginning after December 31, 2006, generally will be "passive category income" or "general category income" for purposes of computing the U.S. foreign tax credit allowable to a U.S. Holder. The rules governing the U.S. foreign tax credit are complex, and investors are urged to consult their tax advisors regarding the availability of the U.S. foreign tax credit under their particular circumstances.

To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital to the extent of a U.S. Holder's basis, and any excess will be treated as capital gain. Such capital gain would not give rise to income from sources outside the United States, and accordingly a U.S. Holder may need other non-U.S. source income in order to claim a tax credit for Canadian withholding taxes imposed on such distribution.

Disposition of Securities

For purposes of this section "Disposition of Securities", it is assumed that we are a PFIC. A U.S. Holder will recognize taxable gain or loss on any sale or other disposition of our common shares in an amount equal to the difference between the amount received (in cash or other property, valued at fair market value) for our common shares and the U.S. Holder's tax basis in our common shares. For U.S. Holders that use the cash method of accounting, and for U.S. Holders that use the accrual method of accounting and so elect, the U.S. dollar value of the cash received in Canadian dollars on the sale or other disposition of our common shares will be the U.S. dollar value determined on the basis of the spot rate on the settlement date of the sale. Subject to U.S. Holders that make a QEF election as described above, a U.S. Holder's tax basis in our common shares generally equals the U.S. dollar value of the price paid in Canadian dollars determined on the basis of the spot rate on the settlement date of the purchase. Such gain or loss will be income or loss from sources within the United States for U.S. foreign tax credit limitation purposes. For U.S. Holders that make a QEF election, such gain or loss will be a capital gain or loss. Capital gains of non-corporate taxpayers, including individuals, derived with respect to capital assets held for more than one year are eligible for reduced rates of U.S. federal income tax. The deductibility of capital losses is subject to limitations.

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Information Reporting and Backup Withholding

In general, information reporting will apply to dividends on our common shares and the proceeds of the sale or other disposition of our Common Shares unless a U.S. Holder is an exempt recipient, such as a corporation. Backup withholding will apply to those payments if a U.S. Holder fails to provide a taxpayer identification number and comply with certain certification procedures or otherwise fails to establish an exemption from backup withholding. If backup withholding applies, the relevant intermediary must withhold U.S. federal income tax on those payments at a current rate of 28%. Any amount withheld under the backup withholding rules will be allowed as a refund or credit against a U.S. Holder's U.S. federal income tax liability, provided the required information is furnished to the IRS in a timely manner.

Unregistered Sales of Equity Securities

Our unregistered sales of equity securities during the year ended December 31, 2007, have previously been reported in reports filed with the Commission.

ITEM 6. SELECTED FINANCIAL DATA.

The selected financial data in the table below have been selected in part, from our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in Canada. The selected financial data should be read in conjunction with those financial statements and the notes thereto.

	Years ended December 31
	2007		2006		2005		2004		2003
	(U.S. $000's, except loss per share)
Results of operations
Net loss		14,201		4,171		4,584		4,924		2,745
Basic and diluted loss per share		0.44		0.16		0.24		0.31		0.22
Financial position
Working capital	$	27,284	$	49,693	$	2,642	$	6,570	$	6,077
Total assets		51,346		92,731		37,999		32,788		26,280
Long-term debt and non-current liabilities		30		4,877		4,144		4,188		4,169
Shareholders' equity		50,652		87,127		33,403		28,344		21,703

Had our consolidated financial statements been prepared in accordance with accounting principles generally accepted in the United States, certain selected financial data would have been reported as follows (see also Note 18 of the Consolidated Financial Statements).

	Years ended December 31
	2007		2006		2005		2004		2003
	(U.S. $000's, except loss per share)
Results of operations
Net loss		15,067		6,810		5,353		5,897		3,380
Basic and diluted loss per share		0.47		0.24		0.28		0.37		0.26
Financial position
Working capital	$	27,284	$	50,234	$	2,738	$	6,644	$	6,307
Total assets		37,883		79,367		26,825		22,775		18,086
Long-term debt and non-current liabilities		30		4,877		4,144		4,188		4,169
Shareholders' equity		37,189		73,763		22,229		18,331		13,509

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with our consolidated financial statements for the three years ended December 31, 2007, and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles ("GAAP") in Canada. Reference to Note 17 to the consolidated financial statements should be made for a discussion of differences between Canadian and United States GAAP and their effect on the financial statements. All amounts stated herein are in U.S. dollars in thousands, except loss per share, and gold price per ounce, unless specified otherwise.

Overview

We are engaged in the evaluation, acquisition, exploration and advancement of gold exploration and potential development projects with the aim of adding value to the projects. Our approach to acquisitions of gold projects has generally been to seek projects within political jurisdictions with well-established mining, land ownership and tax laws, which have adequate drilling and geological data to support the completion of a third-party review of the geological data and to complete an estimate of the mineralized material. In addition, we look for opportunities to improve the value of our gold projects through ways including exploration drilling and re-engineering the operating assumptions underlying previous engineering work.

Beginning in 2007, our Board of Directors and management have decided to take on a new direction regarding our more advanced projects. The more advanced projects will move forward through advanced and pre-feasibility studies, so production decisions can be made on those projects.

Our holdings include the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico; the Mt. Todd gold mine in Australia; the Yellow Pine project in Idaho; the Awak Mas project in Indonesia; the Amayapampa project in Bolivia; and claims located in Colorado and Utah. We also own approximately 25% of the shares of Zamora Gold Corp., a company exploring for gold in Ecuador.

On May 10, 2007, the Arrangement involving Vista, Allied Nevada and the Pescios pursuant to the Arrangement Agreement between the parties, was completed. The transaction resulted in, among other things, the acquisition by Allied Nevada of Vista's Nevada-based properties and the Nevada mineral assets of the Pescios. (See Consolidated Financial Statements—Note 3).

Outlook

Gold prices started 2007 at $641 per ounce and finished the year at $837 per ounce as quoted on the London Exchange. This rise of approximately 31% during the year reflected factors such as rising oil prices, global instability, real and threatened terrorism activities, the war in Iraq, and the rise in demand for investment and jewelry. Current prices are at a 25-year high and no assurance can be given that such prices will be sustained.

At the end of 2007, we owned or controlled seven properties containing mineralized material. In the early part of 2007, we decided with the higher gold prices, to bring the more advanced projects, such as Paredones Amarillos and Mt. Todd, to a production decision. The emphasis in late 2007 was to start a bankable feasibility study on Paredones Amarillos with a major mining consultant being contracted to manage this study, which we expect to be completed by the middle of 2008. In addition, through exploration drilling and engineering studies, we believe that additional value can be added to most of the remaining projects by advancing them closer to a production decision.

We do not currently generate operating cash flows. Subject to sustained gold prices, we expect to generate revenues and cash flows in the future. We may generate revenues and cash flows from our portfolio of gold projects by several means, including but not limited to options or leases to third parties, joint venture

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arrangements with other gold producers, outright sales for cash and/or royalties, or project development and operation.

With respect to our current property holdings, aggregate expenditures for purchase installments, to maintain options and conduct exploration activities are currently anticipated being approximately $640 in 2008 and $200 in 2009. At present, we would anticipate raising funds to meet these long-term obligations through public or private debt and/or equity offerings, or joint venture efforts or sale of properties currently controlled. We anticipate raising funds for interim financing needs through various bridge loan or convertible debt alternatives (see "—Subsequent Events—Brokered Private Placement of Convertible Notes", below). In subsequent years, we anticipate that we will need to raise additional capital to meet property purchase installment obligations and scheduled payments on those properties that we decide to retain under option. Further, additional capital would be necessary to advance the projects to a positive production decisions; and to conduct additional exploration drilling and engineering studies on current properties. However, there can be no assurance that we will be successful in efforts to raise additional capital.

Results from Operations

Summary

Our 2007 consolidated net loss was $14,201 or $0.44 per share compared to the 2006 consolidated net loss of $4,171 or $0.16 per share for a net increase of $10,030. The increase of $10,030 in 2007 is primarily the result of the impairment of the Amayapampa project of $5,513, costs related to the completion of the Arrangement of $2,901, increased corporate administration and investor relations costs of $2,661 and increased exploration, property evaluation and holdings costs of $317.

Our 2006 consolidated net loss was $4,171 or $0.16 per share compared to the 2005 consolidated net loss of $4,584 or $0.24 per share for a net decrease of $413. The decrease of $413 in 2006 is primarily due to increased interest income of $554, increased other income of $214, decreased exploration, evaluation and holding costs of $136 and decreased corporate administration and investor relations costs of $251, partially offset by an increased loss from discontinued operations of $829.

Exploration, property evaluation and holding costs

Exploration, property evaluation and holding costs increased to $734 during the year ended December 31, 2007, compared with $417 for the same period in 2006. The increase of $317 is primarily due to an increase in holding costs at the Paredones Amarillos project of $215. The increase reflects increasing consultant fees for activities related to permitting and other administrative work and accounting fees as we evaluate financial and tax implications to Vista as we move the project towards a development decision. The remaining increase can be attributed to Vista's increased business development efforts following the completion of the Arrangement.

Exploration, property evaluation and holding costs decreased to $417 during the year ended December 31, 2006, compared with $553 for the same period in 2005. The slight decrease is primarily due to less business development as a result of focusing our efforts on the Arrangement.

Corporate administration and investor relations

Corporate administration and investor relations costs increased to $5,162 during the year ended December 31, 2007, compared to $2,501 in 2006. The increase of $2,661 from the prior period is primarily due to the following:

•

An increase in stock-based compensation expense of $1,412 compared to the prior period. This is due to an increase of $700 for options vesting immediately upon the grant date, an increase of $517

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from the prior year for options granted and vesting over time and a decrease of $188 in the allocation of stock-based compensation expense to Allied Nevada during the 2007 period;

•

A decrease in the allocation of certain corporate expenses to Allied Nevada as part of the Arrangement of $606 (see Consolidated Financial Statements—Note 3) compared to the prior period;



•

An increase in labor and benefit costs of $302 compared to the prior period. This increase is due to the addition of employees as we head towards anticipated development of certain projects; and



•

An increase in investor relations costs of $101 compared to prior period. This increase is due to our participation in additional gold conferences during 2007.

Corporate administration and investor relations costs decreased to $2,501 during the year ended December 31, 2006, compared to $2,752 in 2005. The principal variance pertaining to the comparative twelve-month period in 2005 was an increase in the allocation of certain corporate expenses to Allied Nevada as part of the Arrangement of $924 (see Consolidated Financial Statements—Note 3) compared to the prior period. This was offset by increases during 2006 in the following:

•

We paid $241 to an outside consultant, to assist with our compliance with internal control over financial reporting and related requirements under Section 404 of the Sarbanes-Oxley Act of 2002.



•

Audit and tax fees increased $85 as compared to 2005. The increase is mostly due to additional audit fees related to requirements under Section 404 of the Sarbanes-Oxley Act of 2002.



•

Compliance fees increased $66 as compared to 2005. The increase is mostly due to increased regulatory filing fees due to increased regulatory filings throughout the year.

The remaining variance can be attributed to higher labor costs in 2006 as compared with 2005, which is partially offset by decreased investor relations costs in 2006 due to a mass mailing that was completed during 2005.

Costs associated with the Arrangement

On May 10, 2007, the Arrangement was completed resulting in, among other things, the transfer of our Nevada related assets to Allied Nevada. When the transaction was completed there was $2,352 in prepaid transaction costs which were expensed upon completion of the Arrangement. Since the completion of the Arrangement, we incurred an additional $549 in expenses related to the Arrangement that were immediately expensed as costs associated with the Arrangement.

Impairment of mineral property

On November 20, 2007, the Corporation announced that Luzon had decided not to exercise its option to acquire its interest in the Amayapampa project, citing Luzon's inability to advance the project with its current financial and personnel resources. Since the termination of this agreement the Corporation has been actively engaged in locating another buyer for the Amayapampa project and accepting proposals from other interested companies, and therefore, at year end, it was determined that the Amayapampa project was held for sale. Upon making this determination, the Corporation assessed the fair market value of the Amayapampa project using economic models incorporating the terms of an arm's length proposal to purchase the Amayapampa project currently under consideration by the Corporation. The models employed various production scenarios, a gold price of $716 per ounce and discount rates of 10% and 15% reflecting management's assessment of the risks associated with the development. The average of these calculations indicated a fair market value for the Amayapampa project of $4,813 at December 31, 2007 as compared to the carrying value of $10,326 for the Amayapampa project which necessitated a write-down to fair market value of $5,513. This write-down has been classified as a loss from discontinued operations as the asset has been determined to be held for sale.

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Depreciation and amortization

Depreciation and amortization expense increased to $112 during the twelve-month period ended December 31, 2007 as compared to $42 for the same period in 2006. This increase is mostly due to capital expenditures at the Mt. Todd gold mine during 2007 that have begun being depreciated.

Depreciation and amortization was approximately $42 in 2006 and $22 in 2005. There was no significant change in the depreciation and amortization costs from the previous year.

Other Income and Expenses

Gain on disposal of marketable securities

In 2007, we realized a gain on disposal of marketable securities of $158, compared to a gain of $129 in 2006. In 2006, we realized a gain on disposal of marketable securities of $129, compared to a gain of $40 in 2005.

In 2007 the gain on disposal of marketable securities was the result of selling certain available-for-sale securities that had a book value of $38 for proceeds of $258. We allocated $62 of the gain on disposal of marketable securities to Allied Nevada as part of the completion of the Arrangement (see Consolidated Financial Statements—Note 3). These costs were allocated as part of the general overhead income and expense allocation.

In 2006 the gain on disposal of marketable securities was the result of selling certain available-for-sale securities that had a book value of $190 for proceeds of $380. We allocated $61 of the gain on disposal of marketable securities to Allied Nevada as part of the completion of the Arrangement (see Consolidated Financial Statements—Note 3). These costs were allocated as part of the general overhead income and expense allocation.

In 2005 the gain on disposal of marketable securities was the result of selling certain available-for-sale securities that had a book value of $39 for proceeds of $79.

At December 31, 2007, we held marketable securities available for sale with a quoted market value of $10,882. With the exception of our shares of Allied Nevada common stock, as discussed herein, we purchased the securities for investing purposes with the intent to hold the securities until such time it would be advantageous to sell the securities at a gain. Although there can be no reasonable assurance that a gain will be realized from the sale of the securities, we monitor the market status of the securities consistently in order to mitigate the risk of loss on the investment. At December 31, 2007, also included in marketable securities were 1,529,848 shares of Allied Nevada at a quoted market value of $9,516. We continue to hold these shares of Allied Nevada, which we retained as part of the closing of the Arrangement to facilitate payment of any taxes payable by Vista as a result of the Arrangement. These shares are "restricted securities" as defined in Rule 144 under the Securities Act of 1933 (the "Securities Act") and cannot be resold by us in the absence of registration under the Securities Act unless an exemption from registration is available. We cannot be certain of whether or when the shares would be registered under the Securities Act. The most commonly available exemption for resales, Rule 144 under the Securities Act, would require us to hold these shares for a specified period before commencing the resales.

On November 15, 2007, the SEC adopted proposed revisions to Rule 144 that, among other things, shortened the one-year holding period under Rule 144 to six months as to restricted securities issued by companies that are subject to the reporting requirements of the Exchange Act, such as Allied Nevada. The revisions to Rule 144 became effective on February 15, 2008. Since we acquired our Allied Nevada shares in May 2007, we have met the required six-month holding period and can commence resales in reliance on the Rule 144 exemption. If there are no taxes to be paid as part of the Arrangement, then we will hold these shares until such time that it would be advantageous to sell the securities at a gain.

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Interest income

During 2007, 2006, and 2005, we did not incur any interest expense as we had no commercial debt during these years.

During the respective years ended December 31, 2007, 2006 and 2005, we realized $1,228, $673 and $119 in interest income. The increases are the result of an increase in interest earned on our liquid savings account

For both 2007 and 2006, the increased interest earned on our liquid savings account can be attributed to higher cash balances that became available to be invested during the respective periods due to private placement financings and stock option and warrant exercises.

Bad debt expense

As part of the termination of the option agreement relating to the Amayapampa project, Luzon was to pay $395 to the Corporation of which $150 is payable in cash and the remaining $245 is to be converted into 2,607,222 fully paid and non-assessable common shares in the capital of Luzon, subject to regulatory approval. Subsequently, after reviewing the collectability of this receivable, we have determined that the repayment of the $150 in cash and the issuance of the shares is doubtful. Vista has provided an allowance for the full amount of this receivable based on the doubtfulness that we will ultimately collect these amounts from Luzon.

Other expense

During 2007 the remaining 750,000 Luzon warrants expired and were written off. In 2005, we had been granted 1,500 warrants, valued at $50 using the Black-Scholes pricing model, each to purchase one common share of Luzon as partial payment towards their option to purchase the Amayapampa mine. We previously exercised 750 of these warrants and transferred the $25, representing the fair-value of the Luzon shares acquired on exercise, to marketable securities. The remaining 750 warrants expired and the corresponding value was expensed. There were no similar transactions during 2006 or 2005.

Financial Position, Liquidity and Capital Resources

Operating Activities

Net cash used in operating activities in 2007 was $4,285 compared to $1,508 in 2006 and $2,586 in 2005. The increase of $2,777 in 2007 as compared to 2006 is primarily due to an increase in the loss from continuing operations of $5,963 and an increase in cash used for accounts payable, accrued liabilities and other of $602, which is partially offset by an increase in non-cash items of $3,311.

Net cash used in operating activities in 2006 was $1,508 compared to $2,586 in 2005. The decrease of $1,078 is mostly due to a decrease in the loss from continuing operations of $1,242.

Investing Activities

Net cash used in investing activities in 2007 was $31,349 compared to $3,682 in 2006. The increase of $27,667 mostly reflects $24,517 cash transferred to Allied Nevada in conjunction with the Arrangement Agreement representing our payment of $25,000 less $483 in loans repaid to us by Allied Nevada pursuant to the terms of the Arrangement Agreement. Other variances include an increase in additions to mineral properties of $4,169 which is mostly due to a drilling program we undertook at the Mt. Todd gold mine during 2007 and a decrease in expenditures related to acquisitions of gold properties of $1,269. There were no acquisitions during 2007 as compared to the acquisition of the Mt. Todd gold mine in 2006.

Net cash used in investing activities in 2006 was $3,682 compared to $2,760 in 2005. The increase of $922 in 2006 is mostly due to an increase in additions to mineral properties of $1,068. This increase is due to the

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expenditures at Mt. Todd during the year and an increase in exploration costs at the Awak Mas project in Indonesia.

Financing Activities

We received net cash from financing activities of $4,324 in 2007 compared to net cash provided from financing activities of $54,279 in 2006 and $7,938 in 2005

Warrants exercised during 2007 produced cash proceeds of $3,609 as compared to $22,745 in 2006 and $750 in 2005. During 2007, $930 in cash proceeds was from exercises of warrants issued as part of our February 2006 private placement. There were no exercises of these warrants during 2006 or 2005. Also, during 2007, $2,533 in cash proceeds was from exercises of warrants issued as part of our September 2005 private placement as compared to $7,231 in 2006. There were no exercises of the September 2005 warrants during 2005. Also during 2007 $146 in cash proceeds was from the exercises of warrants issued as part of our February 2002 private placement as compared to $2,251 in 2006 and $464 in 2005. During 2006, $9,281 in cash proceeds was from exercises of warrants issued as part of our September 2004 private placement. There were no exercises of these warrants during 2005. During 2006, the remaining warrants issued as part of our February 2003 private placement were exercised for cash proceeds of $3,982 as compared to $286 in 2005. Also during 2006, $2,251 in cash proceeds was from exercises of warrants issued as part of our February 2002 private placement warrants as compared to $464 in 2005. (See Consolidated Financial Statements—Notes 7 and 8).

The exercise of stock options produced cash of $715 during 2007 as compared to $808 during 2006 and $25 during 2005. (See Consolidated Financial Statements—Note 9).

In February 2006, we completed a $3.3 million non-brokered private placement consisting of 649,684 equity units, each priced at $5.05. Each equity unit consisted of one common share and one warrant (see Consolidated Financial Statements—Note 7). These gross proceeds were offset by costs of $66 for subsequent registration for resale under the Securities Act of the shares issued in the private placement and the shares issuable upon exercise of the warrants, and legal expenses of $31 for net proceeds of $3.2 million.

In November 2006, we completed a $31.2 million public offering of 3,668,100 common shares priced at $8.50 per share. These gross proceeds were offset by an agents' commission of $1.6 million (representing 5% of gross proceeds), agents' fees of $148 and other offering expenses of $89 for net cash proceeds of $29.4 million. We also issued compensation warrants to two agents. The value of the warrants issued, using the Black-Scholes method, is $531. Net proceeds after non-cash costs were $28.9 million.

In September 2005, we completed a $7.8 million private placement financing consisting of 2,168,812 equity units, each priced at $3.60. Each equity unit consisted of one common share and one warrant (See Consolidated Financial Statements—Note 8(f)). These gross proceeds were offset by a 6% cash finder's fee totaling $468 paid in connection with the private placement. We also issued as a finder's fee 216,881 warrants, that number being 10% of the number of units issued in the private placement. The value of the warrants issued as a finder's fee, using the Black-Scholes method, is $401. We also paid direct costs connected with this private placement of $175, for net proceeds of $7.2 million.

Liquidity and Capital Resources

At December 31, 2007, our total assets were $51,346 as compared to $92,731 and $37,999 as of December 31, 2006 and 2005, respectively. Long-term liabilities totaled $30 at December 31, 2007, $4,877 at December 31, 2006 and $4,144 at December 31, 2005. At the same date in 2007, we had working capital of $27,284 compared to $49,693 in 2006 and a $2,642 in 2005.

Our working capital of $27,284 as of December 31, 2007, decreased from 2006 by $22,409 as compared to an increase from 2005 to 2006 of $47,051. The principal component of working capital for both 2007 and

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2006 is cash and cash equivalents of $16,686 and $48,698, respectively. Other components include marketable securities (2007—$10,882; 2006—$791), accounts receivable (2007—$91; 2006—$645) and other liquid assets (2007—$289; 2006—$286). The decrease of $22,409 in working capital from 2007 to 2006 relates to the payment to Allied Nevada of $25,000 less the receivable of $483 pursuant to the Arrangement Agreement. At December 31, 2007, we held no debt with banks or financial institutions. Remaining amounts for liabilities at year-end 2007 are related to trade and corporate administration.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements required to be disclosed in this Annual Report on Form 10-K.

Contractual Obligations

	Payments due by period (in thousands)
Contractual Obligations	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Operating lease obligations	$	84	$	84	$	—	$	—	$	—
Purchase obligations(1)	$	2,200	$	1,700	$	400	$	100	$	—
Total	$	2,284	$	1,784	$	400	$	100	$	—

(1)

On December 19, 2007 we signed an agreement with Grandcru Resources Corporation ("Grandcru") for Vista to acquire Grandcru's interest in two gold/silver mineral properties adjacent to our Guadalupe de los Reyes project in Mexico. Under the terms of the agreement, on closing we agreed to (a) pay Grandcru $425 less any amounts payable in back taxes on the mining concessions, and pay a private investment group known as the San Miguel Group $75 and (b) issue to Grandcru and the San Miguel Group, in aggregate, common shares of Vista with a value of $1,000. The cash payment was made, and an aggregate 213,503 common shares of Vista were issued, upon closing of the transaction on January 24, 2008.

Purchase obligations also include option payments totaling $700 on the Guadalupe de los Reyes and Long Valley projects. For the Guadalupe de los Reyes Project, we still have outstanding $200, of which $100 is to be paid in less than a year and the remaining $100 to be paid in 1 to 3 years. For the Long Valley project, we still have outstanding $500, of which $100 is to be paid in less than a year, $300 is to be paid in 1 to 3 years and the remaining $100 to be paid in 3 to 5 years.

As of December 31, 2007, warrants outstanding to purchase Common Shares of Vista Gold totaled 678,088 with a weighted average exercise price of $6.68 and potential gross proceeds of $4,527.

Summary of Quarterly Results and 4^th Quarter Review

(U.S. dollars in thousands, except per share data)

2007	4th Quarter			3rd Quarter			2nd Quarter			1st Quarter
Revenue	$	—		$	—		$	—		$	—
Net loss	$	(7,997	)	$	(2,200	)	$	(3,228	)	$	(776	)
Basic and diluted price per share		(0.25	)		(0.07	)		(0.10	)		(0.02	)

2006	4th Quarter			3rd Quarter			2nd Quarter			1st Quarter
Revenue	$	—		$	—		$	—		$	—
Net loss	$	(776	)	$	(1,361	)	$	(926	)	$	(1,108	)
Basic and diluted price per share		(0.02	)		(0.05	)		(0.04	)		(0.05	)

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Transactions with Related Parties

Completion of the Arrangement

As previously reported (See Consolidated Financial Statements—Note 3), on May 10, 2007, the Arrangement was completed resulting in the transfer of the Corporation's Nevada-based mining properties and related assets to Allied Nevada and the Pescios' transfer to Allied Nevada of their interests in certain Nevada-based mining properties and related assets.

Prior to the completion of the Arrangement, the immediate cash needs of Allied Nevada were met by loans from the Corporation pursuant to the Arrangement Agreement, which provided that, prior to the date of completion, the Corporation could loan money to its wholly-owned subsidiary that would hold the Corporation's Nevada assets prior to the closing, namely Vista Gold Holdings Inc., in amounts sufficient to undertake certain activities for the benefit of the business that Allied Nevada would operate after the completion of the transaction and to enable Allied Nevada to commence operations immediately after the completion of the transaction. These loans bore interest at the rate of 6% per annum and all principal and interest owing by Vista Gold Holdings Inc. to the Corporation in respect of such loans, aggregating $483 including principal and interest, were paid in full at the time of completion of the Arrangement.

Since the completion of the Arrangement, the Corporation no longer has any related party transactions with Allied Nevada.

Subsequent Events

Agreement to purchase equipment for the Paredones Amarillos project

On January 7, 2008 we entered into a formal agreement with A.M. King Industries, Inc. ("A.M. King") and Del Norte Company Ltd., a wholly owned subsidiary of A.M. King, to purchase gold processing equipment to be used at our Paredones Amarillos project. The aggregate purchase price is approximately $16.0 million, of which approximately $8.0 million was paid on signing of the purchase agreement. The remaining $8.0 million is payable in two installments which were made in February and March 2008. The purchase price includes the cost of relocating the equipment to Edmonton, Alberta, Canada. From this point, we will arrange for reconditioning and transportation of the equipment to the Paredones Amarillos project. The equipment includes a 10,000 tonne per day semi-autogenous (SAG) grinding mill, two ball mills, gyratory crusher and a shorthead cone crusher, along with other related components, spare parts and other process plant equipment.

Completion of acquisition of properties adjacent to the Guadalupe de los Reyes project

On January 24, 2008, we announced the completion of the acquisition of interests in various mineral properties adjacent to our Guadalupe de los Reyes project in Mexico (see Consolidated Financial Statements—Note 5(d)). The consideration paid by Vista for the acquisition of these interests included cash payments totaling $452 and the issuance of a total of 213,503 common shares of Vista, to Grandcru and the San Miguel Group, as noted above.

Updated capital and operating cost estimates for the Paredones Amarillos project

On February 13, 2008, we announced updated capital and operating cost estimates for the Paredones Amarillos project. The updated estimates assume an open pit mine and whole-ore leach processing with estimated metallurgical recovery of 91.5% to produce an average annual gold production of 117,000 ounces of gold per year over its 12.4-year life. The preproduction capital and preproduction development costs for the project using the whole-ore leach process are estimated to be approximately $169.1 million and the operating costs are estimated to be approximately $12.53 per tonne of ore processed, which represents an increase in the amounts previously disclosed in the Corporation's press

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release dated June 21, 2007. Work on the project is still ongoing and as a result, the estimated preproduction and estimated operating costs may change as further work is conducted.

Updated mineralized material calculation for the Mt. Todd gold project

On February 27, 2008, we announced that an updated gold mineralized material estimate for the Batman deposit at the Mt. Todd Gold Project in Northern Territory, Australia was completed on February 26, 2008, by Tetra Tech of Golden, Colorado. This updated estimate was completed under the direction of Mr. John Rozelle, P.G., an independent Qualified Person, as defined in National Instrument 43-101, utilizing standard industry software and resource estimation methodology.

Brokered Private Placement of Convertible Notes

On March 7, 2008, we announced the closing of a private placement in which we offered and sold $30 million in aggregate principal amount of senior secured convertible notes (the "Notes"). The Notes will be convertible into Common Shares of Vista at any time at the option of the holder at a conversion price of $6.00 per share, subject to adjustment in certain circumstances, including if Vista's Common Shares are trading on the AMEX at less than $5.00 on the first anniversary of the date of issuance of the Notes, or if Vista issues Common Shares, or securities convertible into Common Shares, at a price of less than $6.00 during the term of the Notes, subject to a minimum conversion price of $4.80.

The Notes will bear interest from the date of issuance at a rate of 10% per annum (calculated and payable semi-annually in arrears) and will mature 3 years from the date of issuance (or on the earlier occurrence of an event of default). Our obligations under the Notes will be guaranteed by Minera Paredones Amarillos S.A. de C.V., and the guarantee will be secured by the personal property and real property associated with the Paredones Amarillos project.

We can prepay the outstanding principal and accrued interest at any time after one year from the date the Notes are issued, upon payment of one year's additional interest.

We will use the net proceeds of the offering of the Notes to finance the purchase of gold processing equipment to be used at the Paredones Amarillos project and to fund ongoing operations at the Paredones Amarillos project.

As compensation to Casimir Capital L.P., which served as the agent (the "Agent") in respect of the offering of the Notes, we paid to the Agent a cash fee of $1.2 million, being 4% of the gross proceeds of the offering, and issued to the Agent 200,000 common share purchase warrants, being 4% of number of Common Shares issuable upon the conversion of the Notes sold in the offering, assuming a conversion price of $6.00. Each such Agent's warrant will be exercisable for one common share for $6.00 per share until three years following the date of issuance.

Significant Accounting Policies and Recent Accounting Pronouncements

Significant Accounting Policies

Use of estimates

The preparation of consolidated financial statements in accordance with generally accepted accounting principles in Canada requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Significant areas requiring the use of estimates include mine closure and reclamation obligations, useful lives for asset depreciation purposes, impairment of mineral properties and stock-based compensation. Actual results could differ from these estimates.

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Mineral properties

Mineral property acquisition costs and exploration costs are recorded at cost and are deferred until the viability of the property is determined. General overhead, administrative and holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. If a project would be put into production, capitalized costs would be depleted on the unit of production basis.

Option payments and reimbursements received are treated as a recovery of mineral property costs. Option payments are at the discretion of the optionee and accordingly are accounted for on a cash basis or when receipt is reasonably assured.

Our management regularly reviews the net carrying value of each mineral property. Where information and conditions suggest impairment, estimated future cash flows are calculated using estimated future prices, proven and probable reserves, weighted probable outcomes and operating capital and reclamation costs on an undiscounted basis. If it is determined that the future cash flows are less than the carrying value, a write-down to the estimated fair value is made with a charge to loss for the period. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if carrying values can be recovered.

Asset retirement obligation and closure costs

The fair value of a liability for our legal obligations associated with the retirement of long-lived assets is recognized in the period in which it is incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset unless the asset has been previously written-off, in which case the amount is expensed. The fair value of the legal obligation for asset retirement is assessed at the end of each reporting period.

Where we have an insurance policy in place to cover changes in the legal obligations associated with the retirement of long-lived assets which have previously been expensed, increased to the fair value of such obligations are recognized at the end of the period with a corresponding amount recorded as an amount recoverable from the insurance company.

Stock-based compensation and other stock-based payments

The Corporation records compensation expense on the granting of all stock-based compensation awards, including stock options grants to employees, calculated using the fair-value method. The Corporation uses the Hull-White Trinomial method of determining the fair value of the option on the date of the grant. When an employee or non-employee is granted stock options, the fair value of the immediately vested portion is expensed and included within the stock options balance within equity. As to the options vesting, the fair-value is amortized using the straight-line method over the vesting period and expensed on a monthly basis. When an employee or non-employee exercises stock options, then the fair-value of the options on the date of the grant is transferred to common stock. When options are cancelled, the vested fair-value balance of the stock options is transferred to contributed surplus. When stock options are forfeited prior to becoming fully vested, any expense and fair-value previously recorded are reversed out accordingly. When options expire, the related fair-value istransferred to contributed surplus.

Financial Instruments

Effective January 1, 2007, the Corporation adopted CICA Handbook Sections 1530, "Comprehensive Income", 3855, "Financial Instruments—Recognition and Measurement" and 3861, "Financial Instruments—Disclosure and Presentation." The adoption of these new sections had no impact on the Corporation's financial statements on or before December 31, 2006 as the sections require adjustments to the carrying value of available-for-sale securities to be recorded within accumulated other comprehensive income on transition. Upon adoption of these sections, the Corporation made a one-time adjustment to

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the opening balance, as of January 1, 2007, of accumulated other comprehensive income in the amount of $532.

All available-for-sale securities are measured at fair-value. Gains and losses associated with these available-for-sale securities will be separately recorded as unrealized within other comprehensive income until such time the security is disposed of or becomes impaired, at which time any gains or losses will then be realized and reclassified to the statement of loss.

Upon adoption of the new "Section 3855—Financial Instruments", all regular-way purchases of financial assets are accounted for at trade date. Transaction costs on financial assets are treated as part of the investment cost.

Recent accounting pronouncements

In December 2006, the CICA issued Section 3862, "Financial Instruments—Disclosures" and Section 3863, "Financial Instruments—Presentations". These two standards replace Section 3861, "Financial Instruments—Disclosure and Presentation", revising disclosures related to financial instruments and carry forward unchanged presentation requirements. Upon adoption of these standards, entities will be required to provide quantitative and qualitative disclosures in the financial statements that enable users to evaluate the significance of financial instruments to the entity's financial position and performance and the nature and extent of risks arising from financial instruments. The standard also requires disclosure regarding management's objectives and the related policies and procedures established for managing risks associated with financial instruments. Entities will be required to disclose the measurement basis or bases used, and the criteria used to determine the classification of different types of instruments. The standard requires specific disclosures to be made regarding the designation of financial assets and liabilities as held for trading or available-for-sale. Disclosure is also required upon determination of impairment of the related financial asset or the use of an allowance account. This standard will be effective for fiscal years beginning on or after October 1, 2007. We are currently evaluating the impact of adopting this standard in 2008.

In December 2006, the CICA issued Section 1535, "Capital Disclosures", which establishes standards for disclosing information about an entity's capital and how the entity manages its capital. This section will be effective for fiscal years beginning on or after October 1, 2007. We are currently evaluating the impact of adopting this standard in 2008.

In January 2007, the CICA issued Section 3031, "Inventories", which provides guidance on the determination of costs and its subsequent recognition as an expense, and provides guidance on the cost formulas used to assign costs to inventories. This standard also prescribes the accounting treatment for the write-down of inventory to net realizable value. This standard will be effective for fiscal years beginning on or after January 1, 2008. We do not believe, at this time, that the adoption of this standard will have a material impact on our consolidated financial statements.

In February 2008, the CICA issued Section 3064, "Goodwill and Intangible Assets", which replaces Section 3062, "Goodwill and Intangible Assets," and results in a withdrawal of CICA Section 3450, "Research and Development Costs," and amendments to Accounting Guideline (AcG) 11, "Enterprises in the Development Stage," and CICA Section 1000, "Financial Statement Concepts." The standard intends to reduce the differences with International Financial Reporting Standards ("IFRS") in the accounting for intangible assets and results in closer alignment with U.S. GAAP. Under current Canadian standards, more items are recognized as assets than under IFRS or U.S. GAAP. The objectives of CICA Section 3064 are to reinforce the principle-based approach to the recognition of assets only in accordance with the definition of an asset and the criteria for asset recognition; and clarify the application of the concept of matching revenues and expenses such that the current practice of recognizing assets that do not meet the definition and recognition criteria are eliminated. The standard will also provide guidance for the recognition of internally developed intangible assets (including research and development activities), ensuring consistent

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treatment of all intangible assets, whether separately acquired or internally developed. This standard will be effective for fiscal years beginning on or after October 1, 2008. We are currently evaluating the impact of adopting this standard in 2009.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are engaged in the acquisition of gold projects and related activities including exploration engineering, permitting and the preparation of feasibility studies. The value of our properties is related to gold price and changes in the price of gold could affect our ability to generate revenue from our portfolio of gold projects.

Gold prices may fluctuate widely from time to time and are affected by numerous factors, including the following: expectations with respect to the rate of inflation, exchange rates, interest rates, global and regional political and economic circumstances and governmental policies, including those with respect to gold holdings by central banks. The demand for, and supply of, gold affect gold prices, but not necessarily in the same manner as demand and supply affect the prices of other commodities. The supply of gold consists of a combination of new mine production and existing stocks of bullion and fabricated gold held by governments, public and private financial institutions, industrial organizations and private individuals. The demand for gold primarily consists of jewelry and investments. Additionally, hedging activities by producers, consumers, financial institutions and individuals can affect gold supply and demand. While gold can be readily sold on numerous markets throughout the world, its market value cannot be predicted for any particular time.

Because we have several exploration operations in North America and South America, Australia and in Asia, we are subject to foreign currency fluctuations. We do not engage in currency hedging to offset any risk of currency fluctuations as insignificant monetary amounts are held for immaterial land holding costs related to the properties owned.

As of December 31, 2007, we had no debt outstanding, nor do we have any investment in debt instruments other than highly liquid short-term investments. On March 7, 2008, we announced the closing of a private placement in which we offered and sold $30 million in aggregate principal amount of secured senior convertible notes. The notes bear interest at a rate of 10% per annum (calculated and payable semi-annually in arrears) and will mature on March 4, 2011. We do not consider our interest rate risk exposure to be significant at this time.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Management's Responsibility for Financial Information

To the Shareholders of Vista Gold Corp.

The consolidated financial statements are the responsibility of the Board of Directors and management. The accompanying consolidated financial statements of the Corporation have been prepared by management based on information available through March 14, 2008; these consolidated financial statements are in accordance with Canadian generally accepted accounting principles, and have been reconciled to United States generally accepted accounting principles as presented in Note 17.

A system of internal accounting and administrative controls is maintained by management in order to provide reasonable assurance that financial information is accurate and reliable, and that the Corporation's assets are safeguarded. Limitations exist in all cost-effective systems of internal controls. The Corporation's systems have been designed to provide reasonable but not absolute assurance that financial records are adequate to allow for the completion of reliable financial information and the safeguarding of its assets. The Corporation believes that the systems are adequate to achieve the stated objectives.

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The Audit Committee of the Board of Directors is comprised of four outside directors, that meets regularly with management to ensure that management is maintaining adequate internal controls and systems and meets regularly with the independent auditors prior to recommending to the Board of Directors approval of the annual and quarterly consolidated financial statements of the Corporation.

The consolidated financial statements have been audited by PricewaterhouseCoopers LLP, Chartered Accountants, who were appointed by the shareholders. The auditors' report outlines the scope of their examination and their opinion on the consolidated financial statements.

/s/ Michael B. Richings	/s/ Gregory G. Marlier
Michael B. Richings	Gregory G. Marlier
Executive Chairman and Chief Executive Officer	Chief Financial Officer
March 17, 2008	March 17, 2008

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Independent Auditors' Report

To the Shareholders of Vista Gold Corp.

We have completed integrated audits of Vista Gold Corp's consolidated financial statements and internal control over financial reporting as at December 31, 2007 and December 31, 2006. We also completed an audit of Vista Gold Corp.'s 2005 consolidated financial statements. Our opinions, based on our audits, are presented below.

Consolidated Financial statements

We have audited the accompanying consolidated balance sheets of Vista Gold Corp. as at December 31, 2007 and December 31, 2006, and the related consolidated statements of loss, comprehensive loss, deficit and cash flows for each of the years in the three year period ended December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits of the Company's financial statements as at December 31, 2007 and December 31, 2006 and for each of the years in three year period ended December 31, 2007 in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. A financial statement audit also includes assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at December 31, 2007 and December 31, 2006, and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2007 in accordance with Canadian generally accepted accounting principles.

Internal control over financial reporting

We have also audited Vista Gold Corp's internal control over financial reporting as at December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting in Item 9A of the Annual Report on Form 10-K. Our responsibility is to express an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal

58

control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as at December 31, 2007 based on criteria established in Internal Control—Integrated Framework issued by the COSO.

(signed) PricewaterhouseCoopers LLP

Vancouver, British Columbia
Chartered Accountants
March 14, 2008

59

VISTA GOLD CORP. (An Exploration Stage Enterprise)
CONSOLIDATED BALANCE SHEETS

			Years ended December 31,
			2007			2006
			(U.S. dollars in thousands)
Assets:
Cash and cash equivalents			$	16,686		$	48,698
Marketable securities—Note 4				10,882			791
Accounts receivable, net of allowances				91			645
Prepaids and other				289			286
	Current assets			27,948			50,420
Mineral properties—Note 5				18,052			11,227
Plant and equipment—Note 6				467			134
Prepaid Arrangement costs				—			1,841
Other long-term receivables				66			166
Assets held for sale—Note 3				4,813			28,943
				23,398			42,311
Total assets			$	51,346		$	92,731
Accounts payable			$	102		$	153
Accrued liabilities and other				562			574
	Current liabilities			664			727
Liabilities held for sale—Note 3				30			4,877
	Total liabilities			694			5,604
Capital stock, no par value:—Note 7
	Preferred—unlimited shares authorized; no shares outstanding
	Common—unlimited shares authorized; shares outstanding:
		2007—33,257,906 and 2006—31,674,623		220,772			215,618
Warrants—Note 8				531			932
Stock Options—Note 9				3,824			2,239
Contributed surplus				253			253
Accumulated other comprehensive income—Note 10				7,547			—
Deficit				(181,275	)		(131,915	)
	Total shareholders' equity			50,652			87,127
Total liabilities and shareholders' equity			$	51,346		$	92,731
Commitments and Contingencies—Note 11
Subsequent Events—Note 19

Approved by the Board of Directors

/s/ John M. Clark John M. Clark
Director /s/ C. Thomas Ogryzlo C. Thomas Ogryzlo
Director

The accompanying notes are an integral part of these consolidated financial statements.

60

VISTA GOLD CORP. (An Exploration Stage Enterprise)
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

		Years ended December 31,
											Cumulative during Exploration Stage
		2007			2006			2005
		(U.S. dollars in thousands, except share data)
Income:
Interest income		$	1,228		$	673		$	119		$	2,019
Other income			67			225			11			367
Gain on disposal of marketable securities			158			129			40			331
Gain on disposal of assets			—			—			—			53
Cost recoveries related to USF&G lawsuit			—			—			—			240
	Total other income	$	1,453		$	1,027		$	170		$	3,010
Costs and expenses:
Exploration, property evaluation and holding costs		$	(734	)	$	(417	)	$	(553	)	$	(1,795	)
Corporate administration and investor relations			(5,162	)		(2,501	)		(2,752	)		(14,469	)
Costs of Arrangement			(2,901	)		—			—			(2,901	)
Depreciation and amortization			(112	)		(42	)		(22	)		(200	)
Gain/(loss) on currency translation			(8	)		14			(4	)		(42	)
Provision for doubtful accounts			(395	)		—			—			(395	)
Other expense			(23	)		—			—			(23	)
	Total costs and expenses		(9,335	)		(2,946	)		(3,331	)		(19,825	)
Loss from continuing operations		$	(7,882	)	$	(1,919	)	$	(3,161	)	$	(16,815	)
Loss from discontinued operations		$	(6,319	)	$	(2,252	)	$	(1,423	)	$	(16,585	)
Net loss		$	(14,201	)	$	(4,171	)	$	(4,584	)	$	(33,400	)
Other comprehensive income:
Unrealized fair-value increase on available-for-sale securities			7,173
Realized gain on available-for-sale securities			(158	)
			7,015
Comprehensive loss		$	(7,186	)
Weighted average number of shares outstanding			32,371,609			26,142,324			18,813,193
Basic and diluted loss per share from continuing operations		$	(0.24	)	$	(0.07	)	$	(0.17	)
Basic and diluted loss per share		$	(0.44	)	$	(0.16	)	$	(0.24	)

The accompanying notes are an integral part of these consolidated financial statements.

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VISTA GOLD CORP. (An Exploration Stage Enterprise)
CONSOLIDATED STATEMENTS OF DEFICIT

	Years ended December 31,
	2007			2006			2005
	(U.S. dollars in thousands)
Deficit, beginning of period	$	(131,915	)	$	(127,744	)	$	(123,160	)
Net loss		(14,201	)		(4,171	)		(4,584	)
Dividend-in-kind — Note 3		(36,159	)		—			—
Deficit, end of period	$	(182,275	)	$	(131,915	)	$	(127,744	)

The accompanying notes are an integral part of these consolidated financial statements.

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VISTA GOLD CORP. (An Exploration Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS

		Years ended December 31,
											Cumulative during Exploration Stage
		2007			2006			2005
		(U.S. dollars in thousands)
Cash flows from operating activities:
Loss for the period — continuing operations		$	(7,882	)	$	(1,919	)	$	(3,161	)	$	(16,815	)
Adjustments to reconcile loss for the period to cash provided by / (used in) operations:
Depreciation and amortization			114			49			22			223
Stock-based compensation			2,014			791			415			4,293
Gain on disposal of assets			—			—			—			(53	)
Cost recoveries related to USF&G lawsuit			—			—			—			(240	)
Write-down of marketable securities			25			—			—			143
Write-down of mineral properties			—			—			—			—
Gain on disposal of marketable securities			(219	)		(190	)		(40	)		(593	)
Loss on currency translation			—			—			—			44
Prepaid transaction costs			1,841			—			—			1,841
Other non-cash items			—			(186	)		—			(64	)
Change in operating assets and liabilities:
Accounts receivable			71			(506	)		21			(455	)
Supplies inventory, prepaids and other			(27	)		73			25			(109	)
Accounts payable and accrued liabilities and other			(222	)		380			132			(676	)
	Net cash used in operating activities		(4,285	)		(1,508	)		(2,586	)		(12,461	)
Cash flows from investing activities:
Acquisition of marketable securities			(289	)		(454	)		(98	)		(934	)
Proceeds from sale of marketable securities			258			379			79			984
Additions to mineral properties, net of cost recoveries			(6,354	)		(2,185	)		(1,117	)		(11,887	)
Acquisition of mineral property			—			(1,269	)		(1,611	)		(2,880	)
Additions to plant and equipment			(447	)		(153	)		(13	)		(671	)
Proceeds on disposal of plant and equipment			—			—			—			52
Cash transferred to Allied Nevada Gold Corp., net of receivable			(24,517	)		—			—			(24,517	)
	Net cash used in investing activities		(31,349	)		(3,682	)		(2,760	)		(39,853	)
Cash flows from financing activities:
Net proceeds from equity financings — Note 7			—			32,567			7,163			54,409
Proceeds from exercise of warrants — Note 7			3,609			22,745			750			36,079
Proceeds from exercise of stock options — Note 7			715			808			25			2,655
Prepaid transaction costs			—			(1,841	)		—			(1,841	)
	Net cash provided by financing activities		4,324			54,279			7,938			91,302
Increase/(decrease) in cash and cash equivalents — continuing operations			(31,310	)		49,089			2,592			38,988
Increase/(decrease) in cash and cash equivalents — discontinued operations (Note 3)			(702	)		(2,418	)		(6,481	)		(22,976	)
Net increase/(decrease) in cash and cash equivalents			(32,012	)		46,671			(3,889	)		16,012
Cash and cash equivalents, beginning of period — continuing operations			48,698			2,027			5,916			674
Cash and cash equivalents, end of period		$	16,686		$	48,698		$	2,027		$	16,686

Supplemental disclosure with respect to Cash Flow—Note 13

The accompanying notes are an integral part of these consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The tabular information set out below is in thousands of United States dollars, except as otherwise stated.

1. Nature of operations

The Corporation evaluates, acquires and explores gold exploration and potential development projects. As such, the Corporation is considered an Exploration Stage Enterprise. The Corporation's approach to acquisitions of gold projects has generally been to seek projects within political jurisdictions with well established mining, land ownership and tax laws, which have adequate drilling and geological data to support the completion of a third-party review of the geological data and to complete an estimate of the gold mineralization. In addition, the Corporation looks for opportunities to improve the value of its gold projects through exploration drilling, and/or re-engineering the operating assumptions underlying previous engineering work.

Beginning in 2007, the Board of Directors and management have decided to take on a new direction regarding the Corporation's more advanced projects. The more advanced projects will move forward through advanced and pre-feasibility studies, so production decisions can be made on those projects.

2. Significant accounting policies

(a)

Generally accepted accounting principles

The consolidated financial statements of the Corporation and its subsidiaries have been prepared in accordance with accounting principles generally accepted in Canada. For the purposes of these financial statements, these principles conform, in all material respects, with generally accepted accounting principles in the United States, except as described in Note 17.

(b)

Principles of consolidation

The consolidated financial statements include the accounts of the Corporation and its subsidiaries. All intercompany transactions and balances have been eliminated. The Corporation's subsidiaries and percentage ownership in these entities as of December 31, 2007 are:

			Ownership
Vista Gold U.S., Inc. and its wholly-owned subsidiaries			100%
		Vista California, LLC
		Idaho Gold Resources LLC
Granges Inc. (previously called Granges (Canada) Inc.)			100%
Minera Paredones Amarillos Holding Corp.			100%
		Minera Paredones Amarillos S.A. de C.V.
Vista Gold (Antigua) Corp. and its wholly-owned subsidiary			100%
	Compania Inversora Vista S.A. and its wholly-owned subsidiaries
		Minera Nueva Vista S.A.
		Compania Exploradora Vistex S.A.
Vista Gold (Barbados) Corp. and its wholly-owned subsidiary			100%
	Salu Siwa Pty. Ltd and its wholly-owned subsidiary
		PT Masmindo Dwi
Vista Minerals (Barbados) Corp. and its wholly-owned subsidiary			100%
	Vista Australia Pty Ltd.

(c)

Use of estimates

The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Significant areas requiring the use of estimates include mine closure and reclamation obligations, useful lives for asset

64

depreciation purposes, impairment of mineral properties and the calculation of stock-based compensation. Actual results could differ from these estimates.

(d)

Foreign currency translation

The Corporation's executive office is located in Littleton, Colorado and the U.S. dollar is the functional currency of the Corporation's business. Accordingly, all amounts in these consolidated financial statements of the Corporation are expressed in U.S. dollars, unless otherwise stated.

The accounts of integrated foreign operations are translated using the temporal method. Under this method, monetary assets and liabilities are translated at the year-end rate of exchange, non-monetary assets and liabilities are translated at the rates prevailing at the respective transaction dates, and revenue and expenses, except for depreciation, are translated at the average rate of exchange during the year. Translation gains and losses are reflected in the loss for the year.

(e)

Cash and cash equivalents

Cash and cash equivalents are considered to include cash on hand, demand balances held with banks, and certificates of deposit all with maturities of three months or less when purchased.

(f)

Allowance for Accounts Receivable

The Corporation evaluates the collectability of our accounts receivables based on a combination of factors. In circumstances were we are aware of a specific entity's inability to meet its financial obligations to us, the Corporation records a specific allowance for bad debts against amounts due to reduce the net recognized receivable to the amount the Corporation reasonably believes will be collected.

(f)

Marketable securities

Effective January 1, 2007, the Corporation adopted CICA Handbook Sections 1530, "Comprehensive Income", 3855, "Financial Instruments—Recognition and Measurement" and 3861, "Financial Instruments—Disclosure and Presentation." The adoption of these new sections had no impact on the Corporation's financial statements on or before December 31, 2006 as the sections require adjustments to the carrying value of available-for-sale securities to be recorded within accumulated other comprehensive income on transition. Upon adoption of these sections, the Corporation made a one-time adjustment to the opening balance, as of January 1, 2007, of accumulated other comprehensive income in the amount of $532.

All available-for-sale securities are measured at fair-value. Gains and losses associated with these available-for-sale securities will be separately recorded as unrealized within other comprehensive income until such time the security is disposed of or becomes impaired, at which time any gains or losses will then be realized and reclassified to the statement of loss.

Upon adoption of the new "Section 3855—Financial Instruments", all regular-way purchases of financial assets are accounted for at trade date. Transaction costs on financial assets are treated as part of the investment cost.

(g)

Mineral properties

Mineral property acquisition costs and exploration expenditures are recorded at cost and are deferred until the viability of the property is determined. No properties have reached the development stage at this time.

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General overhead, administrative and holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. If a project is put into production, capitalized costs are depleted on the unit of production basis.

Option payments and reimbursements received are treated as a recovery of mineral property costs. Option payments are at the discretion of the optionee and accordingly are accounted for on a cash basis or when receipt is reasonably assured.

Management of the Corporation regularly reviews the net carrying value of each mineral property. Where information and conditions suggest impairment, estimated future net cash flows from each property are calculated using estimated future prices, proven and probable reserves and value beyond proven and probable reserves, and operating, capital and reclamation costs on an undiscounted basis. If it is determined that the future cash flows are less than the carrying value, a write-down to the estimated fair value is made with a charge to loss for the period. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if the carrying value can be recovered.

Management's estimates of gold prices, recoverable proven and probable reserves, probable outcomes, operating capital and reclamation costs are subject to risks and uncertainties that may affect the recoverability of mineral property costs. Although management has made its best estimate of these factors based on current conditions, it is possible that changes could occur in the near term that could adversely affect management's estimate of net cash flows expected to be generated and the need for possible asset impairment write-downs.

Although the Corporation has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Corporation's title. Such properties may be subject to prior undetected agreements or transfers and title may be affected by such defects.

(h)

Plant and equipment

Plant and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging primarily from three to ten years. Significant expenditures, which increase the life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. Upon sale or retirement of assets, the costs and related accumulated depreciation or amortization are eliminated from the respective accounts and any resulting gains or losses are reflected in operations.

(i)

Asset retirement obligation and closure costs

The fair value of a liability for the Corporation's legal obligations associated with the retirement of long-lived assets is recognized in the period in which it is incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset unless the asset has been previously written off, in which case the amount is expensed.

(j)

Loss per share

Loss per share is calculated by dividing the loss for the year by the weighted average number of Common Shares outstanding during the year. The effect of potential issuances of common share equivalents under options and warrants would be anti-dilutive and therefore, the basic and diluted losses per share are the same.

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(k)

Stock-based compensation

The Corporation records compensation expense on the granting of all stock-based compensation awards, including stock options grants to employees, calculated using the fair-value method. The Corporation uses the Hull-White Trinomial method of determining the fair value of the option on the date of the grant. When an employee or non-employee is granted stock options, the fair value of the immediately vested portion is expensed and included within the stock options balance within equity. As to the options vesting, the fair-value is amortized using the straight-line method over the vesting period and expensed on a monthly basis. When an employee or non-employee exercises stock options, then the fair-value of the options on the date of the grant is transferred to common stock. When options are cancelled, the vested fair-value balance of the stock options is transferred to contributed surplus. When stock options are forfeited prior to becoming fully vested, any expense and fair-value previously recorded are reversed through income. When options expire, the related fair-value is transferred to contributed surplus.

(l)

Warrants

Warrants issued as consideration for mineral properties and services rendered are recorded at fair value.

(m)

Variable Interest Entities

Effective January 1, 2005, the Corporation adopted Accounting Guidelines AcG-15, Consolidation of Variable Interest Entities, which requires consolidation of entities in which the Corporation has a controlling financial interest. The Corporation has determined that it has no variable interest entities.

3. Dispositions and assets held for sale

Completion of the Arrangement involving Vista Gold Corp., Allied Nevada Gold Corp. and the Pescios

The previously announced Arrangement involving the Corporation, Allied Nevada Gold Corp. ("Allied Nevada"), Carl Pescio and Janet Pescio (the "Pescios") pursuant to the Arrangement and Merger Agreement between the parties dated as of September 22, 2006 as amended (the "Arrangement Agreement"), closed on May 10, 2007. The transaction resulted in the acquisition by Allied Nevada of the Corporation's Nevada-based properties and the Nevada mineral assets of Carl and Janet Pescio. Of the 38,933,055 shares of Allied Nevada common stock (the "Allied Nevada Shares") issued as part of the transaction, 12,000,000 were issued to Carl and Janet Pescio as partial consideration for the acquisition of their Nevada mineral assets and 26,933,055 were issued to the Corporation in accordance with the Arrangement. As part of the transaction, the Corporation's shareholders exchanged each of their old common shares and received: (i) one Common Share and (ii) a pro rata portion of (A) the number of Allied Nevada Shares received by the Corporation as part of the Arrangement less (B) the number of Allied Nevada Shares retained by Vista Gold to facilitate payment of any taxes payable in respect of the Arrangement. Accordingly, of the 26,933,055 Allied Nevada Shares issued to the Corporation, 25,403,207 shares were distributed to shareholders of the Corporation by way of an in-kind dividend with a value of $36,159 and the Corporation retained 1,529,848 shares to facilitate the payment of any taxes payable by the Corporation in respect of the Arrangement. The Common Shares of the Corporation and the Allied Nevada Shares began trading on May 10, 2007, on the Toronto Stock Exchange and the American Stock Exchange. Also, under the Arrangement Agreement, the Corporation transferred $25.0 million less the outstanding receivable of $0.5 million to Allied Nevada.

The 1,529,848 Allied Nevada Shares that the Corporation retained have a book value of $2.19 million, which is the difference between the net assets transferred to Allied Nevada of $38,343 and the

67

dividend-in-kind of $36,159 distributed to the Corporation's shareholders. The dividend-in-kind amount of $36,159 was derived from dividing the net assets by the number of shares received from Allied Nevada to derive a per share amount and then multiplying that amount by the number of shares distributed to the shareholders of the Corporation. These available-for-sale securities have been fair-valued as of December 31, 2007 and have a fair market value of $9.5 million based on the Allied Nevada share price at that date. The fair market value of these shares is included in marketable securities on the Corporation's Consolidated Balance Sheets and the unrealized gain recorded within other comprehensive income.

The aggregate carrying amount of the net assets transferred from the Corporation to Allied Nevada is as follows:

		May 10, 2007		December 31, 2006
		(U.S. dollars in thousands)
Assets:
Cash and cash equivalents		$	25,000	$	—
Accounts receivable			7		102
Supplies, inventory, prepaids and other			119		121
	Current assets	$	25,126	$	223
Restricted cash			5,385		5,320
Mineral properties—Note 5			9,867		10,196
Plant and equipment—Note 6			929		996
Reclamation premium costs and other assets			1,839		1,882
			18,020		18,394
Total assets related to Arrangement		$	43,146	$	18,617
Liabilities:
Accounts payable		$	—	$	9
Accrued liabilities and other			120		152
	Current liabilities	$	120	$	161
Capital lease obligation			20		23
Asset retirement obligation and closure costs			4,663		4,663
Total liabilities related to Arrangement		$	4,803	$	4,847
Net assets related to Arrangement		$	38,343	$	13,770

The Corporation has allocated corporate overhead income and expenses to Allied Nevada based on the ratio of mineral properties transferred to Allied Nevada. These allocations, along with the actual income and expenses of the Corporation's subsidiaries that held the assets transferred are listed on the Statements

68

of Loss as losses from discontinued operations. Losses and cash flows from the Nevada-based properties, included in discontinued operations are as follows:

		May 10, 2007			December 31, 2006			December 31, 2005
Income:
Interest income		$	305		$	539		$	134
Gain on disposal of assets			—			—			7
Gain on disposal of marketable securities			62			61			—
Other income			2			24			1
	Total other income	$	369		$	624		$	142
Costs and expenses:
Exploration, property evaluation and holding cocts		$	(341	)	$	(1,354	)	$	(1,305	)
Corporate administration and investor relations			(383	)		(1,181	)		—
Depreciation and amortization			(70	)		(199	)		(199	)
	Total costs and expenses		(794	)		(2,734	)		(1,504	)
Net loss from discontinued operations		$	(425	)	$	(2,110	)	$	(1,362	)
Operating activities		$	(260	)	$	(1,780	)	$	(732	)
Financing activities			(62	)		(495	)		(5,603	)
Net increase/decrease in cash and cash equivalents		$	(322	)	$	(2,275	)	$	(6,335	)

Also, upon completion of the Arrangement, $2,352 in costs associated with the Arrangement previously held as prepaid items were expensed. These costs included legal fees, tax and audit fees, regulatory fees, consultant fees and other items related to the completion of the Arrangement that were not eventually reimbursable by Allied Nevada.

Amayapampa

The Corporation acquired the Amayapampa gold project, in Bolivia, in 1996. The project is being held on care and maintenance and holding costs are expensed. On March 13, 2007, the Corporation entered into an agreement with Luzon Minerals Ltd. ("Luzon") to sell the Amayapampa project to Luzon. This agreement replaced all prior agreements between the Corporation and Luzon, as previously reported, with respect to the Amayapampa project.

On November 20, 2007, the Corporation announced that Luzon had decided not to exercise its option to acquire its interest in the Amayapampa project, citing Luzon's inability to advance the project with its current financial and personnel resources. Since the termination of this agreement the Corporation has been actively engaged in locating another buyer for the Amayapampa project and accepting proposals from other interested companies, and therefore, at year end, it was determined that the Amayapampa project was held for sale. Upon making this determination, the Corporation assessed the fair market value of the Amayapampa project using economic models incorporating the terms of an arm's length proposal to purchase the Amayapampa project currently under consideration by the Corporation. The models employed various production scenarios, a weighted-average gold price of $716 per ounce and discount rates of 10% and 15% reflecting management's assessment of the risks associated with the development.

69

The average of these calculations indicated a fair market value for the Amayapampa project of $4,813 at December 31, 2007 as compared to the carrying value of $10,326 for the Amayapampa project which necessitated a write-down to fair market value of $5,513. This write-down has been classified as a loss from discontinued operations as the asset is considered to be held for sale.

As of December 31, 2007, the Corporation held the following assets and liabilities relating to Amayapampa for sale:

		December 31, 2007		December 31, 2006
		(U.S. dollars in thousands)
Assets:
Mineral properties		$	4,813	$	10,326
Total assets held for sale		$	4,813	$	10,326
Liabilities:
Accounts payable		$	5	$	5
	Current liabilities	$	5	$	5
Other long term liabilities			25		25
Total liabilities held for sale		$	30	$	30
Net assets held for sale		$	4,783	$	10,296

Since the Amayapampa project is held for sale, the losses associated with the project have been classified as discontinued operations on the Consolidated Statement of Loss and Consolidated Statement of Cash Flows. Losses and cash flows from Amayapampa, included in discontinued operations are as follows:

		December 31, 2007			December 31, 2006			December 31, 2005
Costs and expenses:
Exploration, property evaluation and holding costs		$	(371	)	$	(140	)	$	(59	)
Impairment of mineral property			(5,513	)		—			—
Corporate administration, investor relations and other			(10	)		(2	)		(2	)
	Total costs and expenses		(5,894	)		(142	)		(61	)
Net loss from discontinued operations		$	(5,894	)	$	(142	)	$	(61	)

	December 31, 2007			December 31, 2006			December 31, 2005
Operating activities	$	(380	)	$	(142	)	$	(61	)
Financing activities		—			—			(85	)
Net increase/decrease in cash and cash equivalents	$	(380	)	$	(142	)	$	(146	)

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4. Marketable securities

	At December 31, 2007							At December 31, 2006
	Cost		Unrealized gain/(loss)			Fair value		Cost		Unrealized gain/(loss)			Fair value
	(U.S. dollars in thousands)
Allied Nevada Gold Corp.	$	2,194	$	7,322		$	9,516	$	—	$	—		$	—
Esperanza Silver Corp.		10		134			144		16		404			420
Luzon Minerals		462		(322	)		140		462		(102	)		360
Nevgold Resources Corp.		177		(4	)		173		33		14			47
Other		492		417			909		280		216			496
	$	3,335	$	7,547		$	10,882	$	791	$	532		$	1,323

Prior to January 1, 2007, the Corporation did not recognize unrealized gains or losses on available-for-sale securities within the financial statements. On January 1, 2007, the Corporation adopted CICA Handbook Sections 1530, "Comprehensive Income" and 3855, "Financial Instruments—Recognition and Measurement" which resulted in a one-time adjustment to the opening balance, as of January 1, 2007, of other comprehensive income of $532.

5. Mineral Properties

	December 31, 2007						December 31, 2006
	Cost		Accumulated Amortization and Write-downs		Net		Cost		Accumulated Amortization and Write-downs		Net
	(U.S. dollars in thousands)
Maverick Springs, United States	$	—	$	—	$	—	$	1,471	$	—	$	1,471
Mountain View, United States		—		—		—		854		—		854
Wildcat, United States		—		—		—		1,017		—		1,017
Hasbrouck and Three Hills, United States		—		—		—		386		—		386
F.W. Lewis, Inc. Properties, United States		—		—		—		2,968		—		2,968
Hycroft mine, United States		—		—		—		21,917		21,917		—
Hycroft Royalty, United States		—		—		—		3,500		—		3,500
Mineral properties transferred to Allied Nevada Gold Corp.		—		—		—		32,113		21,917		10,196
Long Valley, United States		948		—		948		641		—		641
Yellow Pine, United States		739		—		739		593		—		593
Paredones Amarillos, Mexico		3,987		—		3,987		3,218		—		3,218
Guadalupe de los Reyes		1,389		—		1,389		1,249		—		1,249
Awak Mas, Indonesia		3,269		—		3,269		2,590		—		2,590
Mt. Todd, Australia		7,330		—		7,330		2,875		—		2,875
Other		390		—		390		61		—		61
Mineral properties retained by the Corporation	$	18,052	$	—	$	18,052	$	11,227	$	—	$	11,227

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	2006		2007
	December 31, net balance		Acquisition costs		Option payments		Exploration & land costs		Cost recovery			Write-downs		Retained by Vista Gold Corp.			Transferred to Allied Nevada Gold Corp.			Year to date activity			December 31, Ending Balance
	(U.S. dollars in thousands)
Maverick Springs, United States	$	1,471	$	—	$	—	$	—	$	—		$	—	$	—		$	(1,471	)	$	(1,471	)	$	—
Mountain View, United States		854		—		—		1		—			—		—			(855	)		(854	)		—
Wildcat, United States		1,017		—		—		—		—			—		—			(1,017	)		(1,017	)		—
Hasbrouck and Three Hills, United States		386		—		—		—		—			—		—			(386	)		(386	)		—
F.W. Lewis, Inc. Properties, United States		2,968		—		—		3		(24	)		—		(309	)		(2,638	)		(2,968	)		—
Hycroft Royalty, United States		3,500		—		—		—		—			—		—			(3,500	)		(3,500	)		—
Mineral properties transferred to Allied Nevada Gold Corp.	$	10,196		—		—		4		(24	)		—		(309	)		(9,867	)		(10,196	)		—
Long Valley, United States		641		—		250		57		—			—		—			—			307			948
Yellow Pine, United States		593		—		100		46		—			—		—			—			146			739
Paredones Amarillos, Mexico		3,218		—		—		769		—			—		—			—			769			3,987
Guadalupe de los Reyes, Mexico		1,249		—		100		40		—			—		—			—			140			1,389
Awak Mas, Indonesia		2,590		—		—		679		—			—		—			—			679			3,269
Mt. Todd, Australia		2,875		—		—		4,455		—			—		—			—			4,455			7,330
Other		61		—		—		21		—			—		309			—			330			391
Mineral properties retained by the Corporation	$	11,227	$	—	$	450	$	6,066	$	—		$	—	$	309		$	—		$	6,825		$	18,052

Prior to the completion of the Arrangement, the F.W. Lewis, Inc. properties included three properties in Colorado. These three properties were retained by the Corporation and are now owned by Vista Gold U.S. Inc. The carrying value of these three properties was $309.

Measurement Uncertainty

The Corporation believes that the fair value of its mineral properties exceeds the carrying value; however, a write-down in the carrying values of one or more of the Corporation's properties may be required as a result of evaluation of gold resources and application of an impairment test which is based on estimates of gold resources and gold prices.

(a)

Long Valley

The Corporation entered into an option agreement on January 22, 2003, with Standard Industrial Minerals, Inc. ("Standard"), to acquire Standard's 100% interest in the Long Valley gold project in east central California, for an aggregate purchase price of $750,000 which was paid over a five-year period, with annual payments paid as follows: $100,000 paid on each of January 15, 2003, 2004, and 2005; $200,000 paid on January 22, 2006, and $250,000 paid on January 22, 2007. Accordingly as of January 2007, the Corporation acquired 100% of the Long Valley project, which is held through the Corporation's indirect wholly-owned subsidiary, Vista Gold California, LLC. Royal Gold, Inc. has a 1% net smelter returns royalty on the project.

(b)

Yellow Pine

On November 7, 2003, Idaho Gold Resources LLC ("Idaho Gold"), an indirect, wholly-owned subsidiary of the Corporation entered into an Option to Purchase Agreement for a nine year option to purchase 100% of the Yellow Pine gold project for $1.0 million. Idaho Gold made an option payment of $100,000

72

upon execution of the agreement, an option payment of $100,000 on each of the first, second, third and fourth anniversary dates of the agreement. The agreement calls for Idaho Gold to make five more yearly payments of $100,000 on or before each anniversary date of the agreement, for a total option payment price of $1.0 million. If Idaho Gold exercises its option to purchase the project, all option payments shall be applied as a credit against the purchase price of $1.0 million. Idaho Gold has the right to terminate the agreement at any time without penalty. Eleven of the seventeen claims are subject to an underlying 5% net smelter returns royalty.

(c)

Paredones Amarillos

The Corporation acquired 100% of the Paredones Amarillos gold project in Mexico from Viceroy Resource Corporation on August 29, 2002. The total cost of this project included cash payments of $786,000 for acquisition and related costs, the issuance of 303,030 equity units with a fair value of $1,212,000 and a cash payment of $320,000 on August 29, 2003.

Certain concessions on the Paredones Amarillos project are subject to a 2% net profits interest retained by a former owner.

(d)

Guadalupe de los Reyes

On August 1, 2003, the Corporation executed an agreement to acquire a 100% interest in the Guadalupe de los Reyes gold project in Sinaloa State, Mexico and a data package associated with the project and general area, for aggregate consideration of $1.4 million and a 2% net smelter returns royalty. During a due diligence period prior to the signing of the purchase agreement, the Corporation made payments to the owner totaling $100,000, and upon exercising its option to complete the purchase, paid an additional $200,000. On August 4, 2004, the Corporation issued 138,428 Common Shares valued at $500,000. An additional $500,000 in cash is to be paid in installments of $100,000 on each of the second through sixth anniversaries of the signing of the formal agreement, with the outstanding balance becoming due upon commencement of commercial production. The Corporation has made the first, second and third $100,000 payments under the agreement. A 2% net smelter returns royalty is held by the previous owner and may be acquired by the Corporation at any time for $1.0 million.

On December 19, 2007, the Corporation announced that it and Grandcru Resources Corporation ("Grandcru") had signed an agreement for the Corporation to acquire Grandcru's interest in two gold/silver mineral properties adjacent to Guadalupe de los Reyes, subject to receipt of all necessary regulatory and other approvals.

Under the terms of the agreement, the Corporation agreed to (a) pay Grandcru $425,000 less any amounts payable in back taxes on the mining concessions, and pay a private investment group known as the San Miguel Group $75,000, and (b) issue to Grandcru and the San Miguel Group, in aggregate, common shares of the Corporation with a value of $1,000,000 (amounting to 213,503 Common Shares) on closing. In addition, the Corporation has reached an agreement with Goldcorp Inc. and its Mexican subsidiary, Desarrollos Mineros San Luis, S.A. de C.V. (together, "San Luis"), and with the San Miguel Group to complete the acquisition of their respective interests in the mining concessions at the same time as the closing occurs with Grandcru. The Corporation agreed ti pay a 2% net smelter returns royalty on all minerals produced payable to the San Miguel Group on the mining concessions known as the San Miguel Concessions. The Corporation agreed to pay San Luis a 1% net smelter returns royalty on mining concessions known as the San Luis Concessions and the San Miguel Concessions, and 2% to 3% net smelter returns royalty depending on the gold price on the Corporation's mining concessions known as the

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Gaitán Concessions. Certain of the San Luis Concessions are subject to a pre-existing underlying royalty of 3% net smelter returns royalty payable to Sanluis Corporación, S.A. de C.V.

(e)

Awak Mas

On May 27, 2005, the Corporation completed its acquisition of the Awak Mas gold deposit in Sulawesi, Indonesia, pursuant to the exercise of its option to purchase the deposit for a purchase price of $1.5 million. Under the terms of the option agreement, the Corporation had a six-month option period in which to conduct due diligence while paying the owners $15,000 per month. The monthly option payments, as well as costs of up to $150,000 expended to correct any deficiencies in asset standing, were to be credited towards the purchase price. On May 12, 2005, the Corporation transferred $1.2 million to an escrow account. These funds were released to the ultimate vendors of the Awak Mas deposit, Weston and ORT, upon completion of the final transaction documents. The amount of $1.2 million represented the $1.5 million purchase price less: the $150,000 deposit that the Corporation previously paid (which included $75,000 in aggregate option payments); and $150,000 expended by the Corporation to correct deficiencies in asset standing.

(f)

Mt. Todd

Effective March 1, 2006, the Corporation and its subsidiary Vista Gold Australia Pty Ltd. entered into agreements with Ferrier Hodgson, the Deed Administrators for Pegasus Gold Australia Pty Ltd. ("Pegasus"), the government of the Northern Territory of Australia and the Jawoyn Association Aboriginal Corporation ("JAAC") and other parties named therein, subject to regulatory approvals, to purchase a 100% interest in the Mt. Todd gold mine (also known as the Yimuyn Manjerr gold mine) in the Northern Territory, Australia. Under these agreements, the Corporation is guarantor of the obligations of its subsidiary Vista Australia.

As part of the agreements, the Corporation agreed to pay Pegasus, AU$1.0 million ($739,600) and receive a transfer of the mineral leases and certain mine assets; and pay the Northern Territory's costs of management and operation of the Mt. Todd site up to a maximum of approximately AU$375,000 (approximately $277,500) during the first year of the term (initial term is five years, subject to extensions), and assume site management and pay management and operation costs in following years. Additionally, the Corporation agreed to issue common shares with a value of CDN$1.0 million (amounting to 177,053 common shares) to the JAAC as consideration for the JAAC entering into the agreement and for rent for the use of the surface overlying the mineral leases until a decision is reached to begin production. Other agreement terms provide that the Corporation will undertake a technical and economic review of the mine and possibly form one or more joint ventures with the JAAC. In June 2006, the transactions contemplated under the agreements were completed and effective, with funds held in escrow released to the ultimate vendors and the common shares issued to the JAAC.

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6. Plant and Equipment

	December 31, 2007						December 31, 2006
	Cost		Accumulated Depreciation and Write-downs		Net		Cost		Accumulated Depreciation and Write-downs		Net
	(U.S. dollars in thousands)
Hycroft mine, United States	$	11,949	$	11,036	$	913	$	11,949	$	10,969	$	980
F.W. Lewis, Inc. Properties, United States		31		15		16		31		15		16
PP&E transferred to Allied Nevada Gold Corp.		11,980		11,051		929		11,980		10,984		996
Awak Mas, Indonesia		98		43		55		96		24		72
Mt. Todd, Australia		397		54		343		30		2		28
Paredones Amarillos, Mexico		33		2		31		—		—		—
Corporate, United States		455		417		38		429		395		34
PP&E retained by the Corporation	$	983	$	516	$	467	$	555	$	421	$	134

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7. Capital stock

Common Shares issued and outstanding

		Number of shares issued	Capital stock ($000's)
As of December 31, 2004		17,961,590	$	149,747
Private placement September 2005, net (f)		2,168,812		6,763
Warrants exercised from February 2003 private placement (a)		73,000		286
Warrants exercised from February-March 2002 private placement (b)		309,002		464
Stock options exercised, for cash—Note 9		7,858		25
Shares issued for acquistion of gold properties, net (c)		250,000		1,217
Shares issued for services (d)		15,000		73
	Issued during 2005	2,823,672		8,828
As of December 31, 2005		20,785,262	$	158,575
Private placement February 2006, net (g)		649,684		3,184
Public offering November 2006, net (h)		3,668,100		28,852
Warrants exercised from February-March 2002 private placement (b)		1,500,631		2,251
Warrants exercised from February 2003 private placement (a)		947,000		3,982
Warrants exercised from September 2004 private placement (e)		1,953,956		9,281
Warrants exercised from September 2005 private placement (f)		1,763,812		7,231
Exercise of stock options, cash—Note 9		219,125		808
Exercise of stock options, fair value—Note 9		—		469
Shares issued for acquisition of gold properties (c)		177,053		877
Shares issued for services (d)		10,000		108
	Issued during 2006	10,889,361		57,043
As of December 31, 2006		31,674,623	$	215,618
Warrants exercised from February-March 2002 private placement (b)		97,465		146
Warrants exercised from September 2005 private placement, cash (f)		980,385		2,533
Warrants exercised from September 2005 private placement, fair value		—		401
Warrants exercised from February 2006 private placement (g)		262,280		930
Exercise of stock options, cash—Note 9		243,153		715
Exercise of stock options, fair value—Note 9		—		429
	Issued during 2007	1,583,283		5,154
As of December 31, 2007		33,257,906	$	220,772

(a)   Warrants exercised from February 2003 private placement

During the twelve months ended December 31, 2006 and 2005, 947,000 and 73,000 of the warrants issued in the February 2003 private placement have been exercised for total gross proceeds of $3,982,600 and $286,160 (Note 8).

On May 1, 2006, the Corporation announced that, in accordance with the terms of its outstanding common share purchase warrants (the "February 2003 Warrants"), it had elected to accelerate the expiry date of all such currently outstanding Warrants since the "Acceleration Event" described in the applicable warrant indentures had occurred.

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The Acceleration Event occurred on April 26, 2006 because the closing price of the Corporation's common shares on the American Stock Exchange exceeded 150% of the current exercise price of the warrants ($4.28) for the 15 consecutive trading days prior to that date.

The new expiry date for the February 2003 Warrants was May 17, 2006. Of the February 2003 Warrants, 751,000 were outstanding as of the date of acceleration, exercisable at $4.28 per share of which all were exercised prior to the May 17, 2006 expiry date. Gross proceeds to the Corporation for the exercise of the 751,000 warrants were $3,214,280.

(b)   Warrants exercised from February-March 2002 private placement

During the twelve months ended December 31, 2007, 2006 and 2005, 97,465, 1,500,631 and 309,002 of the warrants issued in the February-March 2002 private placement have been exercised for total gross proceeds of $146,198, $2,250,947 and $463,503, respectively (Note 8).

(c)   Common Shares issued for acquisition of gold properties, net

On December 19, 2007, the Corporation agreed to issue Common Shares with a value of $1,000,000 to Grandcru Resources Corporation and a private investor group known as the San Miguel Group, as partial consideration for the Corporation's acquisition of Grandcru's interest in two gold/silver mineral properties adjacent to the Corporation's Guadalupe de los Reyes property. Accordingly, an aggregate 213,503 Common Shares of the Corporation were issued on closing of the transaction on January 24, 2008 (Note 5(d)).

On June 29, 2006, the Corporation issued 177,053 Common Shares valued at $877,466, to the JAAC as consideration for the JAAC entering into the purchase agreement of the Mt. Todd gold mine and for rent for the use of the surface overlying the mineral leases until a decision is reached to begin production (Note 5(f)).

On December 9, 2005, the Corporation agreed to issue 250,000 Common Shares valued at $1,217,500 as partial payment towards the purchase of an option to purchase the outstanding shares of F.W. Lewis, Inc.

(d)   Common Shares issued for services, net

Pursuant to an agreement executed May 5, 2006, with Quest Capital Corp. ("Quest"), Quest agreed to provide advisory services to the Corporation for a monthly fee of $10,000 and 10,000 Common Shares of the Corporation. The 10,000 Common Shares were issued on October 10, 2006 and were valued at $10.76 per Common Share for total consideration of $107,600.

On December 7, 2005, the Corporation entered into a non-binding term sheet for a bridge credit facility (the "facility") with Quest. A non-refundable loan fee of 15,000 Common Shares valued at $73,050 in the capital of the Corporation was payable for providing the facility. In January 2006, the Corporation decided not to proceed with this facility.

(e)   Warrants exercised from September 2004 private placement

During the twelve months ended December 31, 2006, 1,953,956 warrants issued in the September 2004 private placement were exercised for gross proceeds of $9,281,291.

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On May 1, 2006, the Corporation announced that, in accordance with the terms of its outstanding common share purchase warrants (the "September 2004 Warrants") issued under a Warrant Indenture dated September 29, 2004, it had elected to accelerate the expiry date of all such currently outstanding September 2004 Warrants since the "Acceleration Event" described in the applicable warrant indentures had occurred.

The new expiry date of the September 2004 Warrants was May 19, 2006. Of the September 2004 Warrants, 1,720,740 were outstanding as of the date of acceleration, exercisable at $4.75 per share of which 1,708,240 warrants were exercised prior to the May 19, 2006 expiry date and 12,500 warrants expired. Gross proceeds to the Corporation from the exercise of the 1,708,240 warrants were $8,114,140.

(f)    Warrants exercised from September 2005 private placement

On September 23, 2005, the Corporation completed a private placement financing in which it sold and issued a total of 2,168,812 units, at a price of $3.60 per unit for aggregate gross proceeds of $7,807,723. Net cash proceeds to the Corporation after a finder's fee of $468,463, costs to register the shares of $69,146, and legal expenses of $106,279 were approximately $7,163,835. Net proceeds after non-cash cost of broker warrants of $401,241 were approximately $6,762,594. Each unit consisted of one Common Share and one warrant to acquire an additional Common Share of Vista Gold at an exercise price of $4.10. Upon completion of the Arrangement, the number of shares to be issued in connection with the outstanding warrants was adjusted so that each warrant entitled the holder thereof upon exercise to receive 1.904 common shares per warrant (see Note 8).

During the twelve months ended December 31, 2007 and 2006, 980,385 and 1,763,812 Common Shares were issued upon exercise of the September 2005 private placement warrants for gross proceeds of $2,533,312 and $7,231,629, respectively.

(g)   Warrants exercised from February 2006 private placement

On February 2, 2006, the Corporation completed a non-brokered private placement financing in which it sold and issued a total of 649,684 units (the "Units"), at a price of $5.05 per Unit for aggregate gross proceeds of $3,280,904. Net cash proceeds to the Corporation after costs of $66,112 for subsequent registration for resale under the Securities Act of the shares issued in the private placement and the shares issuable upon exercise of the warrants, and legal expenses of $30,719, were $3,184,073. Each Unit consisted of one Common Share and one Common Share purchase warrant entitling the holder to acquire an additional Common Share of Vista Gold at an exercise price of $6.00 for a period of two years from the date of issue. Upon completion of the Arrangement, the number of shares to be issued in connection with the outstanding warrants was adjusted so that each warrant entitled the holder thereof upon exercise to receive 1.894 common shares per warrant (see Note 8).

During the twelve months ended December 31, 2007, 262,280 Common Shares were issued upon exercise of the February 2006 private placement warrants for gross proceeds of $930,000.

(h)   Public Offering November 2006, net

On November 7, 2006, the Corporation completed a public offering of 3,668,100 of its Common Shares at a price to the public of $8.50 per share for aggregate gross proceeds of $31,178,850. Net cash proceeds to the Corporation after payment of agents' fees of $1,706,943 and other offering expenses of $89,178 were

78

$29,382,729. Net proceeds after non-cash costs of $530,819 for agents' warrants were $28,851,910. All of the shares were offered on a best efforts agency basis pursuant to an effective shelf registration statement previously filed with the U.S. Securities and Exchange Commission. The Corporation had also previously filed a base shelf prospectus with the securities regulatory authorities in the provinces of British Columbia, Alberta, Manitoba and Ontario, Canada in connection with the public offering.

A commission of $1,558,943 (representing 5% of gross proceeds) was paid to one of two agents to the Corporation in conjunction with the public offering. The Corporation also issued, as additional consideration to the agents, compensation warrants entitling the agents to purchase an aggregate of 183,405 Common Shares of the Corporation at a price of $8.50 for a period of two years following the closing date. Upon completion of the Arrangement, the number of shares to be issued in connection with the outstanding warrants of each of the two agents was adjusted to so that each warrant will entitle the holder thereof upon exercise to receive 1.925 common shares per warrant for one agent and 1.928 common shares per warrant for the other agent.

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8. Warrants

Further to Note 7, warrants granted and outstanding are summarized in the following table:

		Warrants granted(1)(2)	Valuation ($000's)		Warrants exercised		Warrants expired		Warrants outstanding		Weighted average exercise prices (U.S. $)		Expiry date	Weighted average remaining life (yrs)
As of December 31, 2004		8,990,135	111		(3,775,919	)	(197,740	)	5,016,476			3.28
Private placement February-March 2002		—	—		(309,002	)	—		(309,002	)		1.50	Feb–Mar-07	1.2
Private placement February 2003		—	—		(73,000	)			(73,000	)		3.92	Feb-07	1.2
Warrants Expired		—	(111	)	—		(122,923	)	(122,923	)		5.08	Aug-05	—
Private placement September 2005		2,168,812	—		—		—		2,168,812			4.10	Sep-06	0.7
Broker warrants September 2005		216,881	401		—		—		216,881			4.10	Sep-07	1.7
	Total 2005	2,385,693	290		(382,002	)	(122,923	)	1,880,768			1.96
As of December 31, 2005		11,375,828	401		(4,157,921	)	(320,663	)	6,897,244		$	3.66
Private placement February 2006		649,684	—		—		—		649,684			6.00	Feb-08	1.1
Public offering broker warrants November 2006		183,405	531		—		—		183,405			8.50	Nov-08	1.9
Private placement February-March 2002		—	—		(1,500,631	)	—		(1,500,631	)		1.50	Feb–Mar-07	0.2
Private placement February 2003		—	—		(947,000	)	—		(947,000	)		4.28	Feb-07	—
Private placement September 2004		—	—		(1,953,956	)	(12,500	)	(1,966,456	)		4.75	Sep-06	—
Private placement September 2005		—	—		(1,763,812	)	—		(1,763,812	)		4.10	Sep-07	0.7
	Total 2006	833,089	531		(6,165,399	)	(12,500	)	(5,344,810	)		3.70
As of December 31, 2006		12,208,917	932		(10,323,320	)	(333,163	)	1,552,434		$	4.82
Private placement February-March 2002		—	—		(97,465	)	—		(97,465	)		1.50	Feb–Mar-07	—
Private placement September 2005		—	(401	)	(617,881	)	(4,000	)	(621,881	)		4.10	Sep-07	—
Private placement February 2006		—	—		(155,000	)	—		(155,000	)		6.00	Feb-08	0.1
	Total 2007	—	(401	)	(870,346	)	(4,000	)	(874,346	)		4.15
As of December 31, 2007		12,208,917	531		(11,193,666	)	(337,163	)	678,088		$	6.68

(1)

Each warrant entitles the holder to purchase common shares as adjusted in accordance with the warrant terms pursuant to the Plan of Arrangement.

(2)

The value of all warrants issued in conjunction with private placements is allocated to common stock upon exercise.

Immediately prior to the completion of the Arrangement on May 10, 2007 (see Note 3), there were 1,203,088 outstanding warrants entitling holders to purchase one Common Share per warrant. Of the aforementioned outstanding warrants, 405,000 were issued as part of the September 2005 private placement, 614,684 were issued as part of the February 2006 private placement and an aggregate 183,405 were issued as payment to two agents in connection with the Corporation's November 2006 public equity financing. Upon completion of the Arrangement, the number of shares to be issued in connection

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with the outstanding warrants was adjusted so that each warrant entitles the holder thereof upon exercise to receive the following number of shares per warrant: 1.904 Common Shares per warrant for the September 2005 private placement warrants, 1.894 Common Shares per warrant for the February 2006 private placement warrants, 1.925 Common Shares per warrant for 119,213 of the broker warrants and 1.928 Common Shares per warrant for the remaining 64,192 broker warrants.

On September 23, 2007, the remaining 4,000 warrants issued in conjunction with the September 2005 private placement expired.

During the year 2005, all of the 122,923 warrants issued on October 7, 2003 for the acquisition of Maverick Springs and Mountain View expired on October 7, 2005. The recorded fair-value from the expiration of these warrants of $111,000 has been reclassified to contributed surplus.

9. Stock Options

Under the Corporation's Stock Option Plan (the "Plan"), the Corporation may grant options to directors, officers, employees and consultants of the Corporation. The maximum number of Common Shares of the Corporation that may be reserved for issuance under the Plan is a variable number equal to 10% of the issued and outstanding Common Shares on a non-diluted basis. Under the Plan, the exercise price of each option shall not be less than the market price of the Corporation's stock on the date preceding the date of grant, and an option's maximum term is 10 years or such other shorter term as stipulated in a stock option agreement between the Corporation and the optionee. Options under the Plan are granted from time to time at the discretion of the Board of Directors, with vesting periods and other terms as determined by the Board.

The fair value of stock options granted to employees and directors was estimated at the grant date using the Hull-White trinomial lattice option pricing model beginning in 2007 (prior years the fair-value was estimated using the Black-Scholes method), using the following weighted average assumptions:

	Years Ended December 31,
	2007	2006	2005
Expected volatility	53%–60%	60%	80%
Risk-free interest rate	3.32%–4.6%	4.55%–4.91%	3.51%–3.95%
Expected lives (years)	3–5 years	5 years	5 years
Dividend yield	N/A	N/A	N/A

Option pricing models require the input of highly subjective assumptions including the expected price volatility. Expected price volatility is based on the historical volatility of the Corporation's stock. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable measure of the fair value of the Corporation's stock options. The expected term of the options granted is derived from the output of the option pricing model and represents the period of time that the options granted are expected to be outstanding. The risk-free rate for the periods within the contractual term of the option is based on the U.S. Treasury yield curve in effect at the date of grant.

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A summary of option activity under the Plan as of December 31, 2007, and changes during the period then ended is set forth in the following table:

	Number of Shares		Weighted Average Exercise Price (U.S. $)		Weighted- Average Remaining Contractual Term	Average Intrinsic Value ($000's)
Outstanding December 31, 2004	883,483		$	3.72	3.83	$	306
Exercisable—December 31, 2004	549,483		$	3.48	3.24	$	295
Granted	85,000			4.14
Exercised	(7,858	)		3.21
Forfeited	(5,000	)		4.19
Expired	(5,000	)		4.19
Oustanding—December 31, 2005	950,625		$	3.76	4.00	$	1,243
Exercisable—December 31, 2005	908,125		$	3.74	3.91	$	1,209
Granted	230,000			9.34
Exercised	(219,125	)		3.69
Forfeited	(7,500	)		4.29
Expired	(10,000	)		3.98
Outstanding—December 31, 2006	944,000		$	5.13	2.57	$	3,500
Exercisable—December 31, 2006	819,000		$	4.49	2.25	$	3,483
Granted	990,000			5.42
Exercised	(243,153	)		2.94
Expired	(12,857	)		4.10
Modification under Arrangement	(47,777	)		—
Outstanding—December 31, 2007	1,630,213		$	4.99	3.44	$	1,112
Exercisable—December 31, 2007	1,116,241		$	4.76	3.12	$	975

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A summary of the movements included in options within Shareholders' Equity as of December 31, 2007, and during the periods then ended is set forth in the following table:

	Fair Value ($000's)
As of December 31, 2004	$	1,538
Granted	$	117
Forfeited		(4	)
Expired		(14	)
Expensed		302
As of December 31, 2005	$	1,939
Granted		534
Exercised		(469	)
Forfeited		(21	)
Expired		(5	)
Expensed		261
As of December 31, 2006	$	2,239
Granted		1,221
Exercised		(429	)
Expensed		793
As of December 31, 2007	$	3,824

In conjunction with the closing of the Arrangement, under an anti-dilution provision contained within the Plan, the Corporation modified all outstanding option agreements. The anti-dilution provision allows for the Corporation to equalize options in the event of an equity restructuring. As part of the Arrangement, option holders exchanged their Vista options held immediately prior to the closing for new options of both Vista and Allied Nevada. The number and price of the new options was based on, among other things, the intrinsic value of the options immediately preceding the closing of the Arrangement. Therefore, an option holder's intrinsic value of the combined options was the same before and following the closing of the Arrangement. Since the options were modified under the anti-dilution provision, the Corporation is not required to record any incremental expense associated with the new Vista options.

The total number of options outstanding at December 31, 2007 is 1,630,213 with exercise prices ranging from approximately $2.15 to $7.89 and remaining lives of 0.75 to 4.95 years. The total number of options outstanding represents 4.6% of issued capital.

Compensation expense with a fair value of $792,527 was recognized during the twelve months ended December 31, 2007, for options previously granted and vesting over time. During the twelve month periods in 2006 and 2005, compensation expense with fair values of $261,673 and $302,280, respectively, was recognized for options previously granted and vesting over time.

Under the Plan, 990,000 stock options, of which 940,000 will vest over a period of two years (470,000 in each year) and 50,000 will vest over a period of six months (25,000 immediately and 25,000 at the end of six months), were granted to employees, directors and consultants of the Corporation during the twelve

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months ended December 31, 2007. The fair value of the 495,000 options immediately vested has been recorded as a non-cash compensation expense of $1,221,141. The weighted-average grant date fair value of the 990,000 options granted during the twelve months ended December 31, 2007 was $2.51.

Under the Plan, 230,000 stock options, of which 60,000 will vest over a period of three years (20,000 in each year) and 170,000 will vest over a period of two years (85,000 in each year), were granted to employees and directors of the Corporation during the twelve months ended December 31, 2006. The fair value of the 105,000 options immediately vested has been recorded as a non-cash compensation expense of $534,230. The weighted-average grant date fair value of the 230,000 options granted during the twelve months ended December 31, 2006 was $5.20.

Under the Plan, 85,000 stock options vesting over a period of two years (42,500 in each year) were granted to employees of the Corporation during the twelve months ended December 31, 2005. The fair value of the 42,500 options immediately vested has been recorded as a non-cash compensation expense of $116,967. The weighted-average grant date fair value of the 85,000 options granted during the twelve months ended December 31, 2005 was $2.75.

During the respective twelve months ended December 31, 2007, 2006 and 2005, 243,153, 219,125 and 7,858 options, respectively were exercised with aggregate intrinsic values of $505,720, $1,083,193 and $14,659, respectively.

A summary of the status of the Corporation's unvested stock options as of December 31, 2007, and changes during the period then ended, is set forth below:

	Number of Shares		Weighted- Average Grant Date Fair Value (U.S. $)
Unvested—December 31, 2004	334,000		$	2.77
Granted	42,500			2.75
Vested	(329,000	)		2.77
Forfeited	(5,000	)		2.77
Unvested—December 31, 2005	42,500		$	2.75
Granted	125,000			5.22
Vested	(35,000	)		2.73
Forfeited	(7,500	)		3.98
Unvested—December 31, 2006	125,000		$	5.22
Granted	450,000			2.51
Vested	(99,848	)		5.56
Modification under Arrangement	(6,180	)		—
Unvested—December 31, 2007	513,972		$	2.64

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As of December 31, 2007, there was $878,118 of unrecognized compensation expense related to the unvested portion of options outstanding. This expense is expected to be recognized over a weighted-average period of 0.9 years.

10. Accumulated other comprehensive income

A reconciliation of the amounts contained in accumulated other comprehensive income is as follows:

	Accumulated other comprehensive income ($000's)
As of December 31, 2006	$	—
Adjustment for CICA 3855 adoption		532
Increases to fair market value during period		7,173
Decreases due to realization of gain		(158	)
As of December 31, 2007	$	7,547

Effective January 1, 2007, the Corporation adopted CICA Handbook Sections 1530, "Comprehensive Income" and 3855, "Financial Instruments—Recognition and Measurement." The adoption of these new sections had no impact on the Corporation's financial statements on or before December 31, 2006 as the sections require adjustments to the carrying value of available-for-sale securities to be recorded within accumulated other comprehensive income on transition. Upon adoption of these sections, the Corporation made a one-time adjustment to the opening balance, as of January 1, 2007, of accumulated other comprehensive income in the amount of $532, as noted in the above schedule.

11. Commitments and contingencies

On December 19, 2007, the Corporation announced that it and Grandcru Resources Corporation ("Grandcru") had signed an agreement for the Corporation to acquire Grandcru's interest in two gold/silver mineral properties adjacent to Guadalupe de los Reyes, subject to receipt of all necessary regulatory and other approvals.

Under the terms of the agreement, the Corporation agreed to (a) pay Grandcru $425,000 less any amounts payable in back taxes on the mining concessions, and pay a private investment group known as the San Miguel Group $75,000, and (b) issue to Grandcru and the San Miguel Group, in aggregate, common shares of the Corporation with a value of $1,000,000 (amounting to 213,503 Common Shares) on closing. In addition, the Corporation reached an agreement with Goldcorp Inc. and its Mexican subsidiary, Desarrollos Mineros San Luis, S.A. de C.V. (together, "San Luis"), and with the San Miguel Group to complete the acquisition of their respective interests in the mining concessions at the same time as the closing occurs with Grandcru. These amounts were paid upon closing of the transaction in January 2008.

12. Financial instruments

The recorded value of the Corporation's cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities and other, approximate their fair-market values due to the relatively short periods to maturity.

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13. Supplemental cash flow disclosure and material non-cash transactions

As of December 31, 2007, 2006 and 2005 all of the Corporation's cash was held in liquid bank deposits.

		Non-cash consideration given/(received) during 2007
Material non-cash transactions ($000's)		Equity units
Investing and financing activities:
	Dividend-in-kind—Note 3	$	36,159
	Allied Nevada Gold Corp.—Note 3		(38,343	)
	McBride		(100	)

		Non-cash consideration given/(received) during 2006
Material non-cash transactions ($000's)		Equity units
Investing and financing activities:
	Mt. Todd gold mine—Note 5(f)	$	877
	Agent warrants—Note 7(h)		531
	Quest Capital Corp.—Note 7(d)		108
	McBride		(33	)

		Non-cash consideration given/(received) during 2005
Material non-cash transactions ($000's)		Equity units
Investing and financing activities:
	F.W. Lewis, Inc.	$	1,218
	Broker warrants—Note 7(f)		401
	Quest Capital Corp.—Note 7(d)		73
	Amayapampa		(320	)

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14. Income taxes

(a)        A reconciliation of the combined Canadian federal and provincial income taxes at statutory rates and the Corporation's effective income tax expenses (recovery) is as follows:

		Years ended December 31,
		2007			2006			2005
Income taxed at statutory rates		$	(2,680	)	$	(1,418	)	$	(1,706	)
Increase (decrease) in taxes from:
	Permanent differences		1,670			(21	)		2
	Differences in foreign tax rates		71			6			97
	Effect of foreign exchange		(2,099	)		—			—
	Change in effective tax rate		1,314			987			—
	Benefit of losses not recognized		2,781			677			1,607
	Prior Year provision to actual adjustments and other		1,011			(231	)		—
	Temporary differences spun off to Allied Nevada		9,720			—			—
	Reduction in valuation allowance due to spin off		(9,591	)		—			—
	Temporary differences recognized through discontinued operations and OCI		(2,197	)		—			—
		$	—		$	—		$	—

(b)        Future income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the company's future tax assets as at December 31 are as follows:

	December 31,
Future income tax assets
	2007			2006
Excess tax basis over book basis of property, plant and equipment	$	9,246		$	6,801
Operating loss carryforwards		5,743			14,688
Capital loss carryforwards		2,309			297
Other		1,266			1,391
Accrued reclamation		—			1,632
Total future tax assets		18,564			24,809
Valuation allowance for future tax assets		(17,413	)		(24,809	)
		1,152			—
Future income tax liabilities
Marketable securities		1,152			—
Total	$	—		$	—

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(c)        The Corporation has available income tax losses of approximately $17.0 million, which may be carried forward and applied against future taxable income when earned.

The losses expire as follows:

	Canada		United States		Total
2008		669		—		669
2009		712		—		712
2010		729		—		729
2014		773		—		773
2015		947		—		947
2019		—		519		519
2020		—		783		783
2021		—		778		778
2022		—		748		748
2023		—		691		691
2024		—		2,082		2,082
2025		—		2,362		2,362
2026		1,095		1,214		2,309
2027		1,051		1,867		2,918
	$	5,976	$	11,044	$	17,020

15. Retirement plan

The Corporation sponsors a qualified tax-deferred savings plan in accordance with the provisions of Section 401(k) of the U.S. Internal Revenue Code, which is available to permanent U.S. employees. The Corporation makes contributions of up to 4% of eligible employees' salaries. The Corporation's contributions were as follows: 2007—$38,418, 2006—$32,161; and 2005—$29,051.

16. Segment information

The Corporation evaluates, acquires and explores gold exploration and potential development projects. These activities are focused principally in North America, South America, Australia and Indonesia. The Corporation reported no revenues in 2007, 2006 and 2005. Geographic segmentation of mineral properties and plant and equipment is provided in Notes 5 and 6.

17. Differences between Canadian and United States generally accepted accounting principles

The significant measurement differences between generally accepted accounting principles ("GAAP") in Canada and in the United States, as they relate to these financial statements are as follows:

(a)

Under Canadian corporate law, the Corporation underwent a capital reduction in connection with the amalgamation of Granges, Inc. ("Granges") and Hycroft Resources & Development, Inc. whereby share capital and contributed surplus were reduced to eliminate the consolidated accumulated deficit of Granges as of December 31, 1994, after giving effect to the

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estimated costs of the amalgamation. Under U.S. corporate law, no such transaction is available and accordingly is not allowed under U.S. GAAP.

(b)

In 2000, the carrying values of certain long-lived assets exceeded their respective undiscounted cash flows. Following Canadian GAAP at that time, the carrying values were written down using the undiscounted cash flow method. Under U.S. GAAP, the carrying values were written down to their fair values using the discounted cash flow method, giving rise to a difference in the amounts written down. During 2007, the carrying values of certain long-lived assets exceeded their respective discounted cash flows. Under Canadian GAAP, the carrying values were written down using the discounted cash flow method. Under U.S. GAAP, a write-down was not required as the carrying value of the asset was already written down to the fair-value using the discounted cash flows during 2000.



(c)

In accordance with U.S. GAAP (SFAS No. 115), marketable securities considered to be available-for-sale are to be measured at a fair value at the balance sheet date and related unrealized gains and losses are required to be shown separately in comprehensive income. On January 1, 2007, the Corporation adopted CICA 3855 "Financial Instruments—Recognition and Measurement." This standard essentially aligns Canadian GAAP with U.S. GAAP for accounting for marketable securities considered to be available-for-sale.



(d)

Special warrants issued to the agent as compensation for its services in connection with the March 2002 Debenture Offering are valued and included as a financing cost of the related debentures. The conversion feature of the Debenture Offering (the Beneficial Conversion Feature) was in the money at the date of issue. The debentures were fully converted on September 19, 2002; accordingly the fair value of the Beneficial Conversion Feature is recognized as a charge to net loss and as an addition to contributed surplus.



(e)

In accordance with U.S. GAAP, exploration, mineral property evaluation and holding costs are expensed as incurred. When proven and probable reserves are determined for a property and a bankable feasibility study is completed, then subsequent exploration and development costs on the property would be capitalized. Total capitalized cost of such properties is measured periodically for recoverability of carrying value under SFAS No. 144. Under Canadian GAAP, all such costs are permitted to be capitalized.



(f)

In accordance with U.S. GAAP (SFAS No. 123R), the fair value of all options granted after January 1, 2006 is calculated at the date of grant and expensed over the expected vesting period. On transition to this new standard, the unvested portion of options granted to employees before January 1, 2006 is expensed over the remaining vesting period using the fair value on the date of grant. Prior to January 1, 2006, the Corporation did not record any compensation cost on the granting of stock options to employees and directors as the exercise price was equal to or greater than the market price at the date of grants for U.S. GAAP purposes under APB Opinion No. 25. SFAS No. 123R essentially aligns U.S. GAAP with Canadian GAAP for accounting for stock based compensation.

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The significant measurement differences in the consolidated statements of loss relative to U.S. GAAP were:

Consolidated Statements of Loss

	Years ended December 31,
										Cumulative during Exploration Stage
	2007			2006			2005
	(U.S. dollars in thousands, except share data)
Net loss—Canadian GAAP	$	(14,201	)	$	(4,171	)	$	(4,584	)	$	(33,400	)
Exploration, property evaluation and holding costs—continuing operations (e)		(6,375	)		(2,280	)		(1,126	)		(4,780	)
Exploration, property evaluation and holding costs—discontinued operations (e)		5,509			(355	)		(58	)		4,016
Financing costs		—			—			—			(222	)
Stock-based compensation expense (f)		—			(4	)		415			2,251
Beneficial conversion feature (d)		—			—			—			(2,774	)
Net loss—U.S. GAAP		(15,067	)		(6,810	)		(5,353	)		(31,612	)
Unrealized gain on marketable securities (c)		7,096			445			22			(38	)
Comprehensive loss—U.S. GAAP	$	(7,971	)	$	(6,365	)	$	(5,331	)	$	(31,650	)
Basic and diluted loss per share—U.S. GAAP	$	(0.47	)	$	(0.24	)	$	(0.28	)

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The significant measurement differences in the consolidated balance sheets as at December 31, 2007 and 2006 relative to U.S. GAAP were:

Consolidated Balance Sheets

		December 31, 2007									December 31, 2006
		Per Cdn. GAAP			Cdn./U.S. Adj.			Per U.S. GAAP			Per Cdn. GAAP			Cdn./U.S. Adj.			Per U.S. GAAP
		(U.S. $000's)
Current assets (c)		$	27,948			—		$	27,948		$	50,420		$	541		$	50,961
Property, plant and equipment (e)			18,519			(11,339	)		7,180			11,361			(4,964	)		6,397
Other assets			66			—			66			2,007			—			2,007
Assets held for sale (b,e)			4,813			(2,124	)		2,689			28,943			(8,941	)		20,002
	Total assets	$	51,346		$	(13,463	)	$	37,883		$	92,731		$	(13,364	)	$	79,367
Current liabilities			664			—			664			727			—			727
Liabilities held for sale			30			—			30			4,877			—			4,877
Total liabilities			694			—			694			5,604			—			5,604
Capital stock (a,f)			220,772			75,364			296,136			215,618			75,793			291,411
Special warrants (d)			—			222			222			—			222			222
Warrants and options (f)			4,355			(647	)		3,708			3,171			(1,076	)		2,095
Contributed surplus (a,f)			253			5,526			5,779			253			5,526			5,779
Other comprehensive income (c)			7,547			90			7,637			—			541			541
Deficit (a,b,c,e,f)			(182,275	)		(94,018	)		(276,293	)		(131,915	)		(94,370	)		(226,285	)
	Total shareholders' equity		50,652			(13,463	)		37,189			87,127			(13,364	)		73,763
	Total liabilities & shareholders' equity	$	51,346		$	(13,463	)	$	37,883		$	92,731		$	(13,364	)	$	79,367

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17. Differences between Canadian and United States generally accepted accounting principles (continued)

The significant measurement differences in the consolidated statements of cash flows relative to U.S. GAAP were:

Consolidated Statements of Cash Flows

		Years ended December 31,
											Cumulative during Exploration Stage
		2007			2006			2005
		(U.S. dollars in thousands)
Cash flows from operating activities, Canadian GAAP		$	(4,285	)	$	(1,508	)	$	(2,586	)	$	(12,461	)
Additions to mineral properties, net (e)			(394	)		(2,635	)		(1,184	)		(6,513	)
	Cash flows from operating activities, U.S. GAAP		(4,679	)		(4,143	)		(3,770	)		(18,974	)
Cash flows from investing activities, Canadian GAAP			(31,349	)		(3,682	)		(2,760	)		(39,853	)
Additions to mineral properties, net (e)			394			2,635			1,184			6,513
	Cash flows from investing activities, U.S. GAAP		(30,955	)		(1,047	)		(1,576	)		(33,340	)
Cash flows from financing activities, Canadian GAAP			4,324			54,279			7,938			91,302
	Cash flows from financing activities, U.S. GAAP		4,324			54,279			7,938			91,302
Increase/(decrease) in cash and cash equivalents — continuing operations			(31,310	)		49,089			2,592			38,988
Increase/(decrease) in cash and cash equivalents — discontinued operations			(702	)		(2,418	)		(6,481	)		(22,976	)
Cash and cash equivalents, beginning of period			48,698			2,027			5,916			674
Cash and cash equivalents, end of period		$	16,686		$	48,698		$	2,027		$	16,686

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Statement of Changes in Shareholders' Equity under U.S. GAAP

(U.S. $000's)	Capital stock		Special warrants		Warrants and options		Contributed surplus		Deficit			Other comprehensive income (loss)		Total shareholders' equity
Balance at December 31, 2004	$	226,009	$	222	$	480	$	5,668	$	(214,122	)	$	74	$	18,331
Issued during the year (Note 7)		8,828		—		—		—		—			—		8,828
Warrants and options		—		—		290		—		—			—		290
Contributed surplus		—		—		—		111		—			—		111
Other comprehensive loss (c)		—		—		—		—		—			22		22
Net Loss		—		—		—		—		(5,353	)		—		(5,353	)
Balance at December 31, 2005	$	234,837	$	222	$	770	$	5,779	$	(219,475	)	$	96	$	22,229
Issued during the year (Note 7)		56,574		—		—		—		—			—		56,574
Warrants and options		—		—		1,325		—		—			—		1,325
Contributed surplus		—		—		—		—		—			—		—
Other comprehensive loss (c)		—		—		—		—		—			445		445
Net Loss		—		—		—		—		(6,810	)		—		(6,810	)
Balance at December 31, 2006	$	291,411	$	222	$	2,095	$	5,779	$	(226,285	)	$	541	$	73,763
Issued during the year (Note 7)		4,725		—		—		—		—			—		4,725
Warrants and options		—		—		1,613		—		—			—		1,613
Contributed surplus		—		—		—		—		—			—		—
Other comprehensive loss		—		—		—		—		—			7,096		7,096
Dividend-in-kind										(34,941	)				(34,941	)
Net loss		—		—		—		—		(15,067	)		—		(15,067	)
Balance at December 31, 2007	$	296,136	$	222	$	3,708	$	5,779	$	(276,293	)	$	7,637	$	37,189

On January 1, 2007, the Corporation adopted Financial Accounting Standards Board Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48). FIN 48 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues.

As a result of the implementation of FIN 48, the Corporation has no material unrecognized tax benefits to report.

At December 31, 2007, the ultimate deductibility of the majority of tax positions is highly certain. However, there may be uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate or defer the recognition of the expenses.

The Corporation's policy is to recognize interest and penalties, if any, related to uncertain tax positions in general and administrative expenses. No interest and penalties related to uncertain tax positions were accrued at December 31, 2007.

Impact of recently issued accounting standards

In February 2007, the FASB issued Statement of Financial Accounting Standard ("SFAS") No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115." SFAS No. 159 provides companies with an option to measure, at specified election

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dates, financial instruments and certain other items at fair value that are not currently measured at fair value. For those items for which the fair value option is elected, unrealized gains and losses will be recognized in earnings for each subsequent reporting period. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. This standard is effective for years beginning after November 15, 2007. The Corporation is currently evaluating the impact of this standard on its financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business Combination". SFAS No. 141 (R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008. The Corporation is currently evaluating the impact of this standard on its financial statements.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." This standard defines fair value, establishes a fair value hierarchy to be used in generally accepted accounting principles and expands disclosures about fair value measurements. Although this standard does not require any new fair value measurements, the application could change current practice. In December 2007, the FASB issued SFAS 157-b, which provided for a one-year deferral of the implementation of SFAS 157 for non-financial assets and liabilities. However, SFAS 157 is still required to be adopted effective January 1, 2008 for financial assets and liabilities that are carried at fair value. The Corporation is currently evaluating the impact of this standard on its financials.

18. Related party transactions

Completion of the Arrangement

As previously reported (Note 3), on September 22, 2006, the Corporation entered into an Arrangement and Merger Agreement (the "Arrangement Agreement") with Carl Pescio, Janet Pescio and Allied Nevada pursuant to which the parties agreed to undertake a transaction that would result in the transfer of the Corporation's Nevada-based mining properties and related assets to Allied Nevada and the Pescios' transfer to Allied Nevada of their interests in certain Nevada-based mining properties and related assets, all to be carried out pursuant to an arrangement under the provisions of the Business Corporations Act (Yukon Territory) (the "Arrangement"). Completion of the transaction occurred on May 10, 2007.

Prior to the completion of the Arrangement, the immediate cash needs of Allied Nevada were met by loans from the Corporation pursuant to the Arrangement Agreement, which provided that, prior to the date of completion, the Corporation could loan money to its wholly-owned subsidiary that would hold the Corporation's Nevada assets prior to the closing, namely Vista Gold Holdings Inc., in amounts sufficient to undertake certain activities for the benefit of the business that Allied Nevada would operate after the completion of the transaction and to enable Allied Nevada to commence operations immediately after the completion of the transaction. These loans bore interest at the rate of 6% per annum and all principal and

94

interest owing by Vista Gold Holdings Inc. to the Corporation in respect of such loans, aggregating $483,000, was paid in full at the time of completion of the Arrangement.

Since the completion of the Arrangement, the Corporation no longer has any related party transactions with Allied Nevada.

19. Subsequent Events

Agreement to purchase equipment for the Paredones Amarillos project

On January 7, 2008 the Corporation entered into an agreement with A.M. King Industries, Inc. ("A.M. King") and Del Norte Company Ltd., a wholly owned subsidiary of A.M. King, to purchase gold processing equipment to be used at the Corporation's Paredones Amarillos project. The aggregate purchase price is approximately $16.0 million, of which approximately $8.0 million was paid on signing of the purchase agreement. The remaining $8.0 million is payable in two installments based on an equipment delivery schedule with respective paremeters targeted to occur in February and March 2008. The purchase price includes the cost of relocating the equipment to Edmonton, Alberta, Canada. From this point, the Corporation will arrange for reconditioning and transportation of the equipment to Paredones Amarillos. The equipment includes a 10,000 tonne per day semi-autogenous (SAG) grinding mill, two ball mills, gyratory crusher and a shorthead cone crusher, along with other related components, spare parts and other process plant equipment.

Completion of acquisition of properties adjacent to the Guadalupe de los Reyes Project

On January 24, 2008, the Corporation announced the completion of the acquisition of interests in various mineral properties adjacent to the Corporation's Guadalupe de los Reyes project in Mexico (see Note 5(d)). The consideration paid by the Corporation for the acquisition of these interests included cash payments totaling $452,000 and the issuance of a total of 213,503 Common Shares of the Corporation, to various parties.

Brokered Private Placement of Convertible Notes

On March 7, 2008, the Corporation announced the closing of a private placement in which the Corporation issued and sold $30 million in aggregate principal amount of senior secured convertible notes (the "Notes"). The Notes will be convertible into Common Shares of the Corporation at any time at the option of the holder at a conversion price of $6.00 per share, subject to adjustment in certain circumstances, including if the Corporation's Common Shares are trading on the AMEX at less than $5.00 on the first anniversary of the date of issuance of the Notes, or if the Corporation issues Common Shares, or securities convertible into common shares, at a price of less than $6.00 during the term of the Notes, subject to a minimum conversion price of $4.80.

The Notes will bear interest from the date of issuance at a rate of 10% per annum (calculated and payable semi-annually in arrears) and will mature 3 years from the date of issuance (or on the earlier occurrence of an event of default). The Corporation's obligations under the Notes will be guaranteed by Minera

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Paredones Amarillos S.A. de C.V., and the guarantee will be secured by the personal property and real property associated with the Paredones Amarillos project.

The Corporation can prepay the outstanding principal and accrued interest at any time after one year from the date the Notes are issued, upon payment of one year's additional interest.

As compensation to Casimir Capital L.P., which served as the agent (the "Agent") in respect of the offering of the Notes, the Corporation paid to the Agent a cash fee of $1.2 million, being 4% of the gross proceeds of the offering, and issued to the Agent 200,000 common share purchase warrants, being 4% of number of Common Shares issuable upon the conversion of the Notes sold in the offering, assuming a conversion price of $6.00. Each such Agent's warrant will be exercisable for one common share for $6.00 per share until three years following the date of issuance.

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.    CONTROLS AND PROCEDURES.

(1)    Evaluation of Disclosure Controls and Procedures.    The principal executive officer and principal financial officer have evaluated the effectiveness of the Corporation's disclosure controls and procedures (as defined in rule 13a-15(e) and 15d-15(e) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of December 31, 2007. Based on the evaluation, the principal executive officer and principal financial officer concluded that the disclosure controls and procedures in place are effective to ensure that information required to be disclosed by the Corporation, including consolidated subsidiaries, in reports that the Corporation files or submits under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable time periods specified by the Securities and Exchange Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Corporation in reports that it files or submits under the Exchange Act is accumulated and communicated to the Corporations's management, including its principal executive and financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

(2)    Management's Annual Report on Internal Control over Financial Reporting.    The management of Vista Gold is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Corporation's principal executive and principal financial officers and effected by the Corporation's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Corporation's internal control over financial reporting includes those policies and procedures that:

•

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation;



•

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of management and directors of the Corporation; and



•

provide reasonable assurance regarding prevention or timely detections of unauthorized acquisition, use or disposition of the Corporation's assets that could have a material effect on the financial statements.

The Corporation's management assessed the effectiveness of the Corporation's internal control over financial reporting as of December 31, 2007. In making this assessment, it used the criteria set forth in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, we have concluded that, as of December 31, 2007, the Corporation's internal control over financial reporting is effective based on those criteria.

The effectiveness of internal control over financial reporting as of December 31, 2007 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

(3)    Changes in Internal Controls.    There has been no change in the Corporation's internal control over financial reporting during the quarter ended December 31, 2007 that has materially affected, or is reasonably likely to materially affect, the Corporation's internal control over financial reporting.

ITEM 9B.    OTHER INFORMATION

None.

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PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information concerning Vista Gold Corp.'s directors will be contained in Vista Gold Corp.'s definitive Proxy Statement to be filed pursuant to Regulation 14A promulgated under the United States Securities Exchange Act of 1934 for the 2007 Annual General Meeting of Shareholders (the "Proxy Statement") under the caption "Particulars of Matters to be Acted Upon—Election of Directors" and is incorporated herein by reference.

Information concerning Vista Gold Corp.'s executive officers is furnished following Item 4 of Part I hereof under the caption "Executive Officers of the Corporation".

Information concerning Vista Gold Corp.'s audit committee, including designation of the "Audit Committee Financial Expert" under applicable Securities and Exchange Commission rules, will be contained in the Proxy Statement under the captions "Corporate Governance—Committees of the Board of Directors and Meetings" and "—Audit Committee Report" and is incorporated herein by reference.

Information concerning certain filing obligations under the federal securities laws applicable to Vista Gold Corp.'s directors and executive officers, and holders of more than 10% of our Common Shares, will be contained in the Proxy Statement under the caption "Ownership of the Corporation's Common Shares" and is incorporated herein by reference.

The Corporation has adopted a code of ethics that applies to all its directors, officers and employees. This code is publicly available on the Corporation's website at www.vistagold.com and on SEDAR at www.sedar.com. Amendments to the code of ethics and any grant of a waiver from a provision of the code requiring disclosure under applicable United States Securities and Exchange Commission rules will be disclosed on the Corporation's website.

ITEM 11.    EXECUTIVE COMPENSATION.

Information concerning this item will be contained in the Proxy Statement under the caption "Compensation Committee Report on Executive Compensation" and is incorporated herein by reference.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Information relating to security ownership of certain beneficial owners of our common stock and information relating to the security ownership of our management will be contained in the 2008 Proxy Statement under the caption "Ownership of the Corporation's Common Shares" and is incorporated herein by reference.

Information relating to our equity compensation plans will be contained in the 2008 Proxy Statement under the captions "Compensation Committee Report on Executive Compensation—Stock Option Plan" and "Securities Reserved for Issuance under Equity Compensation Plans" and is incorporated herein by reference.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information concerning this item will be contained in the Proxy Statement under the captions "Interest of Certain Persons in Material Transactions and Matters to be Acted Upon" and "Indebtedness of Directors and Senior Officers" and is incorporated herein by reference.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Information concerning this item will be contained in the Proxy Statement under the caption "Particulars of Matters to be Acted Upon—Appointment of Auditors" and "—Fees Paid to Auditors and their Independence from the Corporation" and is incorporated herein by reference.

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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Documents Filed as Part of Report

Financial Statements

The following Consolidated Financial Statements of the Corporation are filed as part of this report:

1.

Report of Independent Accountants dated March 14, 2008.

2.

Consolidated Balance Sheets—At December 31, 2007 and 2006.

3.

Consolidated Statements of Loss—Years ended December 31, 2007, 2006, and 2005.

4.

Consolidated Statements of Deficit—Years ended December 31, 2007, 2006 and 2005.

5.

Consolidated Statements of Cash Flows—Years ended December 31, 2007, 2006, and 2005.

6.

Notes to Consolidated Financial Statements.

See "Item 8. Consolidated Financial Statements and Supplementary Data".

Financial Statement Schedules

No financial statement schedules are filed as part of this report because such schedules are not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto. See "Item 8. Consolidated Financial Statements and Supplementary Data".

Exhibits

The following exhibits are filed as part of this report:

Exhibit Number	Description
3.01	Articles of Continuation filed as Exhibit 2.01 to the Form 20-F for the period ended December 31, 1997 and incorporated herein by reference (File No. 1-9025)
3.02	By-Law No. 1 of Vista Gold filed as Exhibit 2.01 to the Form 20-F for the period ended December 31, 1997 and incorporated herein by reference (File No. 1-9025)
3.03	Amended By-Law No. 1 of Vista Gold (File No. 1-9025)
3.04	Articles of Arrangement of Vista Gold Corp., dated May 10, 2007 filed as Exhibit 3 to the Corporation's Current Report on Form 8-K, dated May 10, 2007 and incorporated herein by reference (File No. 1-9025)
4.01	Warrant Indenture dated September 23, 2005 between Vista Gold Corp. and Computershare Trust Company of Canada, as Trustee filed as Exhibit 4.1 to the Corporation's Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference (File No. 1-9025)
4.02	Form of Broker Warrant dated September 23, 2005 issued by Vista Gold Corp. to Quest Securities Corporation filed as Exhibit 4.2 to the Corporation's Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference (File No. 1-9025)
4.03	Warrant Indenture dated February 2, 2006 between Vista Gold Corp. and Computershare Trust Company of Canada, as Trustee filed as Exhibit 4.1 to the Corporation's Current Report on Form 8-K, dated February 2, 2006 and incorporated herein by reference (File No. 1-9025)

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4.04	Form of Agent's Warrant Certificate, dated as of November 7, 2006 evidencing Agent Warrants issued by Vista Gold Corp. to Sprott Securities Inc. and to GMP Securities L.P. filed as Exhibit 4.1 to the Corporation's Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference (File No. 1-9025)
4.05	Note Indenture, dated March 4, 2008, among Vista Gold Corp., Minera Paredones Amarillos S.A. de C.V., as guarantor, HSBC Bank USA, N.A., as trustee and HSBC México, S.A. De C.V., Institución de Banca Múltiple, Grupo Financiero HSBC, División Fiduciaria, as collateral agent filed as Exhibit 4.1 to the Corporation's Current Report on Form 8-K dated March 3, 2008 and incorporated herein by reference (File No. 1-9025)
10.01	Stock Option dated July 1, 1985, between Henry C. Crofoot, trustee, and incorporated herein by reference (File No. 1-9025)
10.02	Data Purchase, Production Payment Grant and Option to Purchase Production Payment Agreement dated August 1, 2003 between Vista Gold and Enrique Gaitan Maumejean filed as Exhibit 10.20 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference (File No. 1-9025)
10.03	Amendment Agreement dated January 14, 1988, among Henry C. Crofoot et al and Enrique Gaitan Maumejean filed as Exhibit 10.21 to Granges' Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference (File No. 1-9025)
10.04	Lewis Hycroft Agreement dated January 10, 1989, among Frank W. Lewis, Hycroft Lewis and Hycroft Resources—Development Inc. filed as Exhibit 10.16 to Granges' Annual Report on Form 10-K for the year ended December 31, 2004 and incorporated herein by reference (File No. 1-9025)
10.05	Employment Agreement dated June 1, 2004 between Vista Gold and Gregory G. Marlier filed as Exhibit 10.25 to the Form 10-K for the year ended December 31, 2004 and incorporated herein by reference (File No. 1-9025)
10.06	Employment Agreement effective as of January 1, 2005 between Vista Gold and Michael B. Richings filed as Exhibit 10.27 to the Form 10-K for the year ended December 31, 2005 and incorporated herein by reference (File No. 1-9025)
10.07	Third Amendment Agreement dated January 19, 2005, between Vista Gold Corp. and Luzon Minerals Ltd. filed as Exhibit 10.23 to the Form 10-K for the year ended December 31, 2005 and incorporated herein by reference (File No. 1-9025)
10.08	Stock Option Plan of Vista Gold dated November 1996 as amended in November 1998, May 2003, May 2005 and May 2006 filed as Schedule C to the Corporation's Commission Annual Report on April 3, 2006 and incorporated herein by reference (File No. 1-9025)
10.09	Share Purchase Agreement dated August 29, 2002 between Vista Gold and Viceroy Minerals Corporation filed as Exhibit 10.25 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference (File No. 1-9025)
10.10	Purchase Agreement dated October 7, 2002 between Vista Gold and Newmont Mining Corporation filed as Exhibit 10.26 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference (File No. 1-9025)
10.11	Venture Assignment Agreement dated May 9, 2005 between Vista Gold Corp. filed as Exhibit 10.27 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference (File No. 1-9025)

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10.12	Assignment Agreement, dated May 9, 2005, between Continental Goldfields Limited and Vista Gold Corp. filed as Exhibit 10.28 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference (File No. 1-9025)
10.13	Assignment of Rights dated May 9, 2005, between ORT Limited and Vista Gold Corp. filed as Exhibit 10.29 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference (File No. 1-9025)
10.14	Option to Purchase Agreement dated July 18, 2005 between Vista Gold and Monex Exploration filed as Exhibit 10.1 to the Corporation's Annual Report on Form 8-K, dated July 18, 2005 and incorporated herein by reference (File No. 1-9025)
10.15	Purchase Agreement dated November 7, 2005 between Vista Gold Corp. and Luzon Minerals Ltd. filed as Exhibit 10.1 to the Corporation's Annual Report on Form 8-K, dated November 7, 2005 and incorporated herein by reference (File No. 1-9025)
10.16	Finder's Fee Agreement and each Purchaser as defined therein filed as Exhibit 10.1 to the Corporation's Current Report on Form 8-K, dated February 2, 2006 and incorporated herein by reference (File No. 1-9025)
10.17	Form of Subscription Agreement dated September 29, 2004, between Vista Gold and each Purchaser as defined therein filed as Exhibit 10.1 to the Corporation's Form 10-Q for the quarter ended September 30, 2004 and incorporated herein by reference (File No. 1-9025)
10.18	Agreement, dated March 1, 2006, among the Northern Territory of Australia, Vista Gold Australia Pty Ltd. and Vista Gold Corp. filed as Exhibit 10.24 to the Corporation's Annual Report on Form 8-K, dated February 28, 2006 and incorporated herein by reference (File No. 1-9025)
10.19	Employment Agreement dated June 1, 2004 between Vista Gold and Gregory G. Marlier filed as Exhibit 10.3 to the Corporation's Annual Report on Form 8-K, dated February 28, 2006 and incorporated herein by reference (File No. 1-9025)
10.20	Letter Agreement, dated April 12, 2005, between Prime Corporate Finance Pty Limited and Vista Gold Corp. filed as Exhibit 10.43 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference (File No. 1-9025)
10.21	Employment Agreement effective as of January 1, 2005 between Vista Gold and Michael B. Richings filed as Exhibit 10.1 to the Corporation's Annual Report on Form 8-K, dated July 6, 2006 and incorporated herein by reference (File No. 1-9025)
10.22	Amendment to Purchase Agreement, dated January 19, 2005, between Vista Gold Corp. filed as Exhibit 10.23 to the Corporation's Annual Report on Form 8-K for the SEC on August 16, 2006) and incorporated herein by reference (File No. 1-9025)
10.23	Deed of Option, dated October 28, 2004, between Weston Investments, Organic Resources, Vista Gold Corp., Salu Siwa and JCI Limited filed as Exhibit 10.24 to the Corporation's Annual Report on Form 8-K for the SEC on August 25, 2006) and incorporated herein by reference (File No. 1-9025)
10.24	Arrangement and Merger Agreement dated as of September 22, 2006, between Vista Gold Corp., Allied Nevada Gold Corp., Carl Pescio and JCI Limited filed as Exhibit 10.25 to the Corporation's Annual Report on Form 8-K for the year ended December 31, 2005 and incorporated herein by reference (File No. 1-9025)
10.25	Employment Agreement, dated as of September 22, 2006, between Vista Gold Corp., and JCI Limited filed as Exhibit 10.26 to the Corporation's Annual Report on Form 8-K for the year ended December 31, 2005 and incorporated herein by reference (File No. 1-9025)

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10.26	Assignment Agency Agreement, dated as of October 30, 2006, among Vista Gold Corp., filed as Exhibit 10.27 to the Corporation's Annual Report on Form 8-K dated October 30, 2006 and incorporated herein by reference (File No. 1-9025)
10.27	Assignment Loan Agreement dated May 9, 2005, between Vista Gold Corp. filed as Exhibit 10.28 to the Corporation's Annual Report on Form 8-K dated December 22, 2006 and incorporated herein by reference (File No. 1-9025)
10.28	Assignment Agreement, dated May 9, 2005, between ORT Limited and Vista Gold Corp. filed as Exhibit 10.2 to the Corporation's Annual Report on Form 8-K dated December 22, 2006 and incorporated herein by reference (File No. 1-9025)
10.29	Purchase Letter Agreement dated July 18, 2005, between Vista Gold Corp. and Luzon Minerals Ltd. filed as Exhibit 10.1 to the Corporation's Current Report on Form 8-K dated July 18, 2005 and incorporated herein by reference (File No. 1-9025)
10.30	Fee Letter Agreement dated March 13, 2007, between Vista Gold Corp. and Luzon Minerals Ltd. filed as Exhibit 10.53 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2006 and incorporated herein by reference (File No. 1-9025)
10.31	Amendment to Arrangement and Merger Agreement by and among Vista Gold Corp., Allied Nevada Gold Corp., Carl Pescio and Janet Pescio, dated May 8, 2007 filed as Exhibit 10.1 to the Corporation's Current Report on Form 8-K, dated May 10, 2007 and incorporated herein by reference (File No. 1-9025)
10.32	Letter Agreement dated November 20, 2007, between Vista Gold Corp. and Luzon Minerals Ltd. filed as Exhibit 10.1 to the Corporation's Current Report on Form 8-K, dated November 20, 2007 and incorporated herein by reference (File No. 1-9025)
10.33	Agreement dated December 19, 2007, between Grandcru Resource Corporation and Vista Gold Corp.
10.34	Purchase and Termination Agreement dated December 19, 2007, among (i) Klaus Genssler, Genssler Investment Partnership, LLP, Douglas D. Foote and Synergex Group Limited Partnership, (ii) Grandcru Resources Corporation, (iii) Minera Paredones Amarillos, S.A. de C.V. and (iv) Vista Gold Corp.
10.35	Termination and Purchase Agreement dated December 21, 2007, among (i) Goldcorp Inc., Luismin S.A. de C.V. and Desarrollos Mineros San Luis, S.A. de C.V., (ii) Grandcru Resources Corporation, (iii) Minera Paredones Amarillos, S.A. de C.V. and (iv) Vista Gold Corp.
10.36	Asset Sale Agreement dated January 4, 2008, among Vista Gold Corp., Minera Paredones Amarillos, S.A. de C.V., Del Norte Company, Ltd. and A.M. King Industries, Inc. filed as Exhibit 10.1 to the Corporation's Current Report on Form 8-K, dated January 2, 2008, and incorporated herein by reference (File No. 1-9025)
10.37	Agency Agreement, dated March 4, 2008, between Vista Gold Corp. and Casimir Capital L.P. filed as Exhibit 10.1 to the Corporation's Current Report on Form 8-K dated March 3, 2008 and incorporated herein by reference (File No. 1-9025)
10.38	Form of Subscription Agreement dated March 4, 2008, between Vista Gold Corp. and each Subscriber as defined therein filed as Exhibit 10.2 to the Corporation's Current Report on Form 8-K dated March 3, 2008 and incorporated herein by reference (File No. 1-9025)
21	Subsidiaries of the Corporation
23.1	Consent of PricewaterhouseCoopers LLP, independent auditors
23.2	Consent of Giroux Consultants Limited

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23.3	Consent of GR Technical Services Ltd.
23.4	Consent of Gustavson Associates, LLC
23.5	Consent of Mine Development Associates
23.6	Consent of MWH Australia Pty Ltd
23.7	Consent of MWH Americas Inc.
23.8	Consent of Pincock, Allen & Holt
23.9	Consent of RSG Global Pty Ltd.
23.10	Consent of Snowden Mining Industry Consultants
23.11	Consent of Tetra Tech, Inc.
23.12	Consent of WLR Consulting, Inc.
24	Powers of Attorney
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VISTA GOLD CORP. (Registrant)
Dated: March 17, 2008	By: /s/ Michael B. Richings
	Michael B. Richings,
	Executive Chairman and Chief Executive Officer
Dated: March 17, 2008	By: /s/ Gregory G. Marlier
	Gregory G. Marlier
	Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Dated: March 17, 2008	By: /s/ Michael B. Richings
	Michael B. Richings,
	Executive Chairman and Chief Executive Officer
	(Principal Executive Officer)
Dated: March 17, 2008	By: /s/ Gregory G. Marlier
	Gregory G. Marlier
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Capacity	Date
/s/ Michael B. Richings Michael B. Richings	Director	March 17, 2008
* John M. Clark	Director	March 17, 2008
* C. Thomas Ogryzlo	Director	March 17, 2008
* Tracy Stevenson	Director	March 17, 2008
* W. Durand Eppler	Director	March 17, 2008
* Frederick H. Earnest	Director	March 17, 2008
* By: /s/ Michael B. Richings
Michael B. Richings         Attorney-in-Fact

104

Exhibit 21

SUBSIDIARIES OF VISTA GOLD CORP.

Name of Subsidiary			Jurisdiction of Organization
Vista Gold U.S. Inc.(1)			Delaware
	Vista California, LLC.(7)		California
	Idaho Gold Resources LLC(7)		Idaho
Granges Inc.(1)			British Columbia, Canada
Minera Paredones Amarillos Holdings Corp(1).			British Columbia, Canada
	Minera Paredones Amarillos S.A. de C.V.(9)		Mexico
Vista Gold (Barbados) Corp.(1)			Barbados
	Salu Siwa Pty. Ltd.(4)		Australia
		PT Masmindo Dwi(5)(8)	Indonesia
Vista Gold (Antigua) Corp.(1)			Antigua
	Compania Inversora Vista S.A.(2)		Bolivia
		Minera Nueva Vista S.A.(3)	Bolivia
		Compania Exploradora Vistex S.A.(3)	Bolivia
Vista Minerals (Barbados) Corp.(1)			Barbados
	Vista Australia Pty. Ltd.(6)		Australia

(1)

100% owned by Vista Gold Corp.

(2)

100% owned by Vista Gold (Antigua) Corp.

(3)

100% owned by Compania Inversora Vista S.A.

(4)

100% owned by Vista Gold (Barbados) Corp.

(5)

99% owned by Salu Siwa Pty. Ltd.

(6)

100% owned by Vista Minerals (Barbados) Corp.

(7)

100% owned by Vista Gold U.S. Inc.

(8)

1% owned by Vista Gold (Barbados) Corp.

(9)

100% owned by Minera Paredones Amarillos Holdings Corp.

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335, 333-129720, 333-132975 and 333-136980), and in the Registration Statements on Form S-8 (Nos. 333-105621 and 333-134767) of Vista Gold Corp. (the "Company") of our report dated March 14, 2008, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of the Company included in this Annual Report on Form 10-K for the year ended December 31, 2007.

/s/ PricewaterhouseCoopers LLP
Chartered Accountants
Vancouver, BC, Canada
March 14, 2008

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael B. Richings, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name and/or his behalf, to do any and all acts and things and to execute any and all instruments which said attorney-in-fact and agent may deem necessary or advisable to enable Vista Gold Corp. to comply with the Securities Exchange Act of 1934, as amended (the "Act"), and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, including, without limitation, the power and authority to sign his name in any and all capacities (including his capacity as a Director and/or Officer of Vista Gold Corp.) to the Annual Report on Form 10-K of Vista Gold Corp. for the fiscal year ended December 31, 2006 and the undersigned hereby ratifies and confirms all that said attorney-in-fact and agent, or any substitute or substitutes for him, shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have subscribed these presents on the dates stated.

Signature	Title	Date
/s/ John M. Clark John M. Clark	Director	March 17, 2008
/s/ C. Thomas Ogryzlo C. Thomas Ogryzlo	Director	March 17, 2008
/s/ Tracy Stevenson Tracy Stevenson	Director	March 17, 2008
/s/ W. Durand Eppler W. Durand Eppler	Director	March 17, 2008

Exhibit 31.1

CERTIFICATION

I, Michael B. Richings, certify that:

1.    I have reviewed this annual report on Form 10-K of Vista Gold Corp.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: March 17, 2008 /s/ Michael B. Richings Michael B. Richings,
Executive Chairman and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Gregory G. Marlier, certify that:

1.    I have reviewed this annual report on Form 10-K of Vista Gold Corp.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: March 17, 2008 /s/ Gregory G. Marlier Gregory G. Marlier
Chief Financial Officer

Exhibit 32.1

STATEMENT PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Vista Gold Corp. (the "Corporation") on Form 10-K for the period ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Corporation does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Dated: March 17, 2008 /s/ Michael B. Richings Michael B. Richings,
Executive Chairman and Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

STATEMENT PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Vista Gold Corp. (the "Corporation") on Form 10-K for the period ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Corporation does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Dated: March 17, 2008 /s/ Gregory G. Marlier Gregory G. Marlier,
Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

QuickLinks

TABLE OF CONTENTS
GLOSSARY
USE OF NAMES
CURRENCY
METRIC CONVERSION TABLE
UNCERTAINTY OF FORWARD-LOOKING STATEMENTS
PART I
PART II
PART III
PART IV
SIGNATURES

Exhibit 21

SUBSIDIARIES OF VISTA GOLD CORP.

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

Exhibit 24

POWER OF ATTORNEY

Exhibit 31.1

CERTIFICATION

Exhibit 31.2

CERTIFICATION

Exhibit 32.1

STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.2

STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-10.33

Exhibit 10.33

7961 Shaffer Parkway · Suite 5 · Littleton, CO USA 80127 Telephone: (720) 981-1185 · Facsimile: (720) 981-1186

December 19 2007

Grandcru Resources Corporation

Suite 1780 - 400 Burrard Street
Vancouver, BC
Canada V6C 3A6

Attention:  Brian Leeners

Dear Sirs:

Re:Guadalupe Claim Group, Municipality of Cosala, State of Sinaloa, Mexico

The purpose of this letter is to set out the terms and conditions upon which Grandcru Resources Corporation (“Grandcru”) would agree to sell, and Vista Gold Corp. (“Vista”) or its Mexican subsidiary, Minera Paredones Amarillos, S.A. de C.V. (“MPA”) would agree to purchase, Grandcru’s title to and interests in the Guadalupe Claim Group as more particularly described in (a) the option agreement dated February 24, 2004 among Klaus Genssler, Genssler Investment Partnership, LLP, Douglas D. Foote and Synergex Group Limited Partnership (collectively, the “San Miguel Group”) and Minera GRC, S.A. de C.V., a copy of which is attached hereto as Schedule “A” (the “San Miguel Agreement” and such properties, the “San Miguel Concessions”), and (b) the agreement dated October 29, 2004 among Wheaton River Minerals Ltd. (since assigned to Goldcorp Inc.), Luismin, S.A. de C.V. and Minas de San Luis, S.A. de C.V. (since assigned to Desarrollos Mineros San Luis, S.A. de C.V.), a copy of which is attached hereto as Schedule “B” (such agreement, the “Goldcorp/Luismin Agreement” and together with the San Miguel Agreement, the “Underlying Agreements”, and such properties, the “Goldcorp/Luismin Concessions” and together with the San Miguel Concessions, the “Property”).

Effective as of the date this letter is agreed and accepted by Grandcru (the “Effective Date”), this letter is intended to and does create binding and enforceable legal agreements and obligations between Grandcru and Vista with respect to the matters addressed herein, and the obligations of Grandcru and Vista to conclude the transactions contemplated by this letter are subject only to the conditions outlined in sections 3 and 7 below.

In consideration of the mutual covenants and agreements contained in this agreement, our agreement is as follows:

1.Purchase Terms

Subject to the terms and conditions contained in this agreement, Grandcru and Vista hereby agree that at the closing Grandcru shall sell, assign and transfer to Vista, through its Mexican subsidiary, MPA, and Vista shall purchase, all of Grandcru’s title to and interests in the Property.  The purchase price for Grandcru’s interest in the Property shall be comprised of (a) cash payments totalling US$500,000, less the amount of any taxes due with respect to the Property as of August 31, 2007, as set out in Schedule “C” and (b) the issuance of common shares in the capital of Vista (the “Common Shares”) to Grandcru or to the direction of Grandcru, with an aggregate “market price” (as such term is defined in the TSX Company Manual) of US$1,000,000 determined as of the Effective Date, such payments to be made and such shares to be issued in accordance with the following:

Payments and Shares to be Issued to Grandcru or to the Direction of Grandcru:

Date	Amount of Payment			US$in Common Shares
On closing	US$	425,000	(1)	US$	1,000,000

Payments to San Miguel Group pursuant to Purchase and Termination Agreement:

Date	Amount of Payment
On closing	US$	75,000	—
Totals	US$	500,000	US$	1,000,000

(1)  Less the amount of any taxes due with respect to the Property as of August 31, 2007, as set out in Schedule “C”.

Grandcru acknowledges and agrees that the Common Shares will be “restricted securities” under United States securities laws and may not be sold, unless registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or exempt from such registration, and will also be subject to a four month hold period under Canadian securities laws.  Vista agrees to use commercially reasonable efforts to have a registration statement with respect to the Common Shares filed with and declared effective by the United States Securities and Exchange Commission within six months of the date of the closing, provided that Vista will in no way be liable or responsible to Grandcu or any other party if notwithstanding such efforts such declaration does not occur within the foregoing time period or at all.

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2.Closing

The closing of the transactions contemplated by this agreement will occur on January 8, 2008 or such other date as may be mutually agreed by Vista and Grandcru.  Each of the parties agrees to execute and deliver all such further documents and take all such further steps, as may be necessary or advisable to complete the transactions contemplated by this agreement and to otherwise give effect to the agreements described herein.

3.Conditions to Closing

The obligations of the parties to conclude the transactions contemplated by this agreement are subject to the following conditions:

(a)The execution and ratification before a Mexican Notary Public of a Contract of Assignment of Rights whereby Minera Reina Isabel, S.A. de C.V. (as the registered owner in Mexico of the San Miguel Concessions) transfers and conveys to MPA title to, interests in and all of the rights deriving from the San Miguel Concessions, unless otherwise agreed to by Vista, such contract to be in the form attached hereto as Schedule “D”.

(b)The execution of an agreement whereby the San Miguel Agreement is terminated and the San Miguel Group transfers all of its title to, interests in and all of the rights deriving from the San Miguel Concessions to Vista or to MPA, unless otherwise agreed by Vista, such agreement to be in the form attached hereto as Schedule “E”.

(c)The execution and ratification before a Mexican Notary Public of a Contract of Assignment of Rights whereby Desarrollos Mineros San Luis, S.A. de C.V. (“DMSL”) (as the registered owner in Mexico of the Goldcorp/Luismin Concessions) transfers and conveys to MPA title to, interests in and all of the rights deriving from the Goldcorp/Luismin Concessions, unless otherwise agreed to by Vista, such contract to be in the form attached hereto as Schedule “F”.

(d)The execution of an agreement whereby the Goldcorp/Luismin Agreement is terminated and DMSL transfers all of its title to, interest in and all of the rights deriving from the Goldcorp/Luismin Concessions to Vista or to MPA, unless otherwise agreed to by Vista, such documentation to be in the form attached hereto as Schedule “G”.

(e)The receipt by Vista of a representation and warranty from Grandcru and the San Miguel Group to Vista and to MPA that the San Miguel Concessions are free and clear from the net smelter return royalty agreed to on October 25, 1996 in favor of Compañía Minera Mariposa, S.A. de C.V. (the “NSR Royalty”) together with an agreement that Minera Reina Isabel, S.A. de C.V., Grandcru and the San Miguel Group will hold Vista and MPA free and harmless from any and all claims

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that could be initiated against Vista, MPA and their successors and assigns, by any party that may claim to be holder of the NSR Royalty and to indemnify, Vista, MPA and their affiliates, successors and assigns, and their directors, officers, employees, agents and attorneys from and against all costs, expenses, damages or liabilities, including attorneys’ fees and other costs of litigation (either threatened or pending) arising out of any claim in any way related or connected to the NSR Royalty.

(f)Receipt by Vista of confirmation satisfactory to Vista in its sole discretion that Grandcru has paid all interest owing to the San Miguel Group with any other amounts owing to the San Miguel Group in relation to the San Miguel Concessions.

(g)Receipt by Vista of confirmation satisfactory to Vista in its sole discretion that the San Miguel Group has paid all taxes owing to Grandcru with any other amounts owing to Grandcru in relation to the San Miguel Concessions.

(h)The receipt by Grandcru and Vista of all necessary regulatory, governmental, shareholder or other approvals (including in the case of Grandcru by the TSX Venture Exchange and in the case of Vista by the Toronto Stock Exchange and the American Stock Exchange) with respect to the transactions contemplated by this agreement.

(i)The approval of this agreement and the transactions contemplated by this agreement by the Board of Directors of each of Grandcru and Vista.

(j)Grandcru providing Vista with evidence satisfactory to Vista of Grandcru’s title to and interests in the Property and Grandcru’s right to transfer said title and interests to Vista, the results of which shall be satisfactory to Vista, in its sole discretion.

(k)The execution by Grandcru and Vista of an indemnity agreement, in a form acceptable to Vista in its sole discretion, under which Grandcru agrees to fully indemnify and hold Vista harmless from any and all obligations and liabilities of Grandcru under or pursuant to the Underlying Agreements or with respect to the Property arising or existing prior to the closing of the transactions contemplated by this agreement.

4.Representations

(a)Grandcru represents and warrants to Vista that it has good and marketable title to the Property, free and clear of all encumbrances other than those reflected in the Underlying Agreements or otherwise disclosed to Vista in writing, and has the legal right and authority to sell to Vista all of its interest in the Property.

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(b)Grandcru represents and warrants to Vista that, except as disclosed to Vista in writing, all royalties and other payments and taxes related to the Property, the Underlying Agreements and otherwise to Grandcru’s interest in the Property, have been timely and properly paid in full, and that there are no accrued and unpaid amounts in respect of any such payments.

(c)The parties each represent and warrant to the other party that it has due and sufficient right and authority to enter into this agreement on the terms and conditions herein set forth, and that this agreement constitutes a valid and binding obligation of each such party, enforceable in accordance with its terms.

5.Right of First Refusal

Vista hereby acknowledges and agrees that the transfer of Grandcru’s interest in the Property as contemplated herein is subject to the rights of first refusal held by Goldcorp/Luismin pursuant to section 16 of the Goldcorp/Luismin Agreement.

6.Access to and Return of Information

Immediately following execution and delivery of this agreement by both parties, Grandcru agrees to provide Vista, or its representatives, access to the books, records, financial statements, and other records and information relating to the Property and Grandcru’s title to and interests therein, and all other information about the Property and Grandcru’s title to and interests therein reasonably requested by Vista, to enable Vista to complete its due diligence investigations with respect to Grandcru’s title to and interests in the Property.  Vista agrees that it will use such information only for the purpose of enabling it to determine if it wishes to complete the transactions contemplated by this agreement.

If the transactions contemplated by this agreement are not completed, Vista agrees that it will promptly return or provide to Grandcru any information obtained by it in connection with its due diligence investigations (including any information provided to Vista by Grandcru in accordance with this section).  This section shall survive any termination of this agreement.

7.Due Diligence Investigations

Vista shall be under no obligation to continue with its due diligence investigations or to consummate the transactions contemplated by this agreement if, at any time, the results of its due diligence investigation are not satisfactory to Vista for any reason in its sole discretion.

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8.No Default

Grandcru hereby represents to Vista as of the Effective Date and as of the date of closing, except as otherwise disclosed in writing to Vista, that to the best of the knowledge of Grandcru, it is not in default of either of the Underlying Agreements and that there exists no condition which, upon notice, or passage of time, or both, would constitute a default by Grandcru under either of the Underlying Agreements.

9.Non-Disclosure and Confidentiality

Each party agrees that it will not, without the prior written consent of the other party, disclose publicly or to any third party the terms and conditions of this agreement or the subsequent negotiations between the parties, except as required by law.  In particular, each party agrees to provide the other with reasonable opportunity to review any proposed public disclosure with respect to this agreement or the transactions contemplated thereby.  In addition, each party acknowledges that as part of the transactions contemplated by this agreement, it may come into possession of material non-public information regarding the other party.  Each party agrees to keep such information strictly confidential and to use such information only for purposes of the transactions contemplated in this agreement.  For greater certainty, nothing in this section shall prevent a party from disclosing confidential information about the other party to its own directors, officers, employees or advisors who need to know such information in order to assist such party in completing the transactions contemplated in this agreement.  This section shall survive any termination of this agreement.

10.Costs and Fees

Both Grandcru and Vista shall be responsible for payment of their own expenses, including legal and accounting fees, in connection with the execution of this agreement and the transactions contemplated hereby, whether or not such transactions are completed.

11.Legal Jurisdiction

This letter shall be governed by and construed under the laws applicable in the Province of British Columbia, Canada.

12.Time of the Essence

Time shall be of the essence of this agreement.

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If the terms of this agreement are acceptable, please sign where indicated below and return an executed copy to the writer’s attention.

Yours truly,

VISTA GOLD CORP.

Per:	/s/ Howard M. Harlan
	Howard Harlan, Vice President, Business Development
GRANDCRU RESOURCES CORPORATION hereby accepts and agrees to the above terms and conditions this 19th day of December, 2007
Per:	/s/ Brian Leeners
	Brian Leeners, Chief Financial Officer

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Schedule “A”

SAN MIGUEL AGREEMENT

[see attached]

A-1

OPTION AGREEMENT

THIS AGREEMENT dated for reference the 24^th day of February 2004

BETWEEN:

KLAUS GENSSLER, businessman of 26 Farnham Park Drive, Houston, Texas, USA, 77024, GENSSLER INVESTMENT PARTNERSHIP, LLP, a Florida Limited Liability Partnership, having an office at 2602 Juniper Court, Palm City, Florida, USA, 34990, DOUGLAS D. FOOTE, businessman of 8087 Lee Court, Arvada, Colorado, USA, 80005 and SYNERGEX GROUP LIMITED PARTNERSHIP, a Delaware Limited Partnership, having an office at 60 Bonner Street, Stamford, Connecticut, USA. 06902

(hereinafter collectively referred to as the “Optionor”)

OF THE FIRST PART

AND

MINERA GRC, S.A. de C.V., a body corporate duly incorporated under the laws of the Republic of Mexico and having an office at Suite 1780 – 400 Burrard Street, Vancouver, B.C., V6C 3A6

(hereinafter referred to as the “Optionee”)

OF THE SECOND PART

WHEREAS:

A.The Optionor now is or has the right to become the beneficial owners of 11 mining concessions over the lots more particularly described in Schedule “A” hereto, located in the Municipality of Cosala, State of Sinaloa, in the Mining Agency of Culiacan, Sinaloa (which property is hereinafter collectively called the “Claims”).

B.The Optionor has agreed to grant an option to the Optionee to acquire a 100% interest in the Claims on the terms and conditions contained in this Agreement, subject to a 2% net smelter return reserved unto the Optionor.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT for an in consideration of the mutualcovenants and agreements hereinafter contained, the parties hereto hereby agree as follows:

OPTION

1.Subject to the 2% net smelter return (“NSR’) royalty referred to below, the Optionor hereby grants to the Optionee an exclusive option (the “Option”) to acquire in accordance

1

with the terms of this Agreement an undivided 100% right title and interest in and to the Claims, subject to the exceptions described in the letter of Lic. Victor Garcia Jimenez to Mr. John S. Brock dated April 18, 1996, attached hereto as Attachment 1. The parties agree that the purchase price in Section 2, below, is for all the Claims to which this Agreement refers, as such Claims are described in Schedule A, without consideration of the value of any one or more of them or the parts or measurements of any of them. Neither party shall have any liability to the other for any discrepancies in the descriptions of the claims, surface boundaries or area, or minerals contained, if any, even if in actuality there is a shortfall or excess of area; and rescission shall not be allowed in any such case.

PURCHASE PRICE

2.In order to exercise the Option, the Optionee shall be required to make the following share issuances and cash payments to the Optionor (collectively the “Purchase Price”):

(a)the issuance to the Optionor of 150,000 common shares of Grandcru Resources Corporation, the parent company of the Optionee, on acceptance of the terms of this Agreement by the TSX Venture Exchange (the “Acceptance Date”), which shares shall be issued by four certificates, with one of each certificates being registered directly into the name of each member of the Optionor as follows:

Name	Number of Shares
Klaus Genssler	33,938
Genssler Investment Partnership, LL P	33,937
Douglas D. Foote	14,250
Synergex Group Limited Partnership	67,875
	150,000

(b)subject to section 11, making an aggregate of $625,000 in cash payments to the Optionor at their respective addresses as set out above on or before the following dates:

Date	U.S. $ Amount
On or before the date of execution of this Agreement	$100,000 (1)
On or before June 1, 2004	An additional 575,000
On or before December 01, 2004	An additional $75,000
On or before June 01, 3005	An additional $75,000
On or before December 01, 2005	An additional $75,000
On or before June 01, 2006	An additional $75,000
On or before December 01, 2006	An additional $75.000
On of before June 01, 2007	An additional 575,000
	$625,000

(1) The Optionor acknowledges receipt of this payment by Grandcru Resources Corporation on behalf of the Optionee.

2

(c)Cash payments shall be made by four negotiable bank drafts into the name of each member of the Optionor in the following percentage of the total amount of the payment being made:

Name	Percentage of Each Payment.
Klaus Genssler	22.625	%
Genssler Investment Partnership, LLP	22.625	%
Douglas D. Foote	9.5	%
Synergex Group Limited Partnership	45.25	%
	100.00	%

Each payment under this Agreement shall be deemed made if a cheque drawn on a U.S. bank or a U.S. funds bank draft issued by a Canadian Chartered Bank in the amount payable in favour of the payee is dispatched to the Optionor by recognized international courier service on or before the date the payment is to be made and such cheque or bank draft is honoured in due course when presented to the bank upon which it is drawn.

(d)The Optionor acknowledges that the foregoing 150,000 shares to be issued under subsection 2(a) above will be issued under an exemption from the Prospectus filing requirements contained in section 74(2)(18) of the Securities Act of British Columbia and as such will be the subject of a statutory holding period expiring four months from the date of issue of the 150,000 common shares and that in accordance with the Securities Rules imposed under the Securities Act of British Columbia, the certificates representing the foregoing shares will contain a legend denoting the foregoing statutory holding period.

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(e)If the foregoing 150,000 shares are not issued and delivered to the Optionor by the Optionee in accordance with paragraph 2(a) on or before the 15th day of April 2004, the Optionee will cause an existing shareholder or shareholders of Grandcru Resources Corporation (the “Existing Shareholders”) to deliver or cause to be delivered to the Optionor 150,000 shares of Grandcru Resources Corporation that are freely tradeable except for a privately imposed legend which will restrict the transfer of such shares until July 1, 2004.  In such event the Optionor will assign to the Existing Shareholders the rights to the 150,000 shares of Grandcru Resources Corporation that would otherwise be deliverable to the Optionor pursuant to paragraph 2(a) above and will provide such directions and execute such documentation as is necessary in order to have such 150,000 shares issued or transferred to the Existing Shareholders. If the Optionee fails to comply with the provisions of this paragraph, this Agreement shall terminate forthwith.

TAX ARREARS

3.The Optionee acknowledges that it is aware that government taxes are past due with respect to the Claims in an amount not exceeding US $15,000. The Optionee agrees to pay the tax arrears to a maximum of US $15,000 in order to bring the government tax payments up to date.

TRANSFER OF CLAIMS

4.As soon as is reasonably possible after execution of this Agreement, the Optionor shall cause the execution and delivery to the Optionee of registerable transfers of the Claims in favour of the Optionee, in form provided to the Optionor by the Optionee and reasonably satisfactory to the Optionor as to form and substance, subject to the terms of this Agreement.  The Optionee shall be entitled to cause the foregoing transfer forms to be registered in the appropriate mining registry in order to transfer the Claims to the Optionee’s name.

4.1If the Optionee records a transfer of the Claims to itself prior to exercise of the Option, the Optionee shall re-transfer the Claims to the Optionor or its nominee upon termination of this Agreement under Section 11 hereof.

4.2The Optionee shall be responsible for all reasonable costs associated with a transfer of the Claims to itself or to the Optionor, as the case may require.

4.3If the Optionor fails to deliver registerable transfers of the Claims to the Optionee by March 31, 2004. then unless such failure is the result of a failure of the Optionee to provide suitable transfer documents to the Optionor, each date for making all cash payments as set out in subsection 2(b) hereof shall be extended by that number of days which is equal to the number of days between April 1, 2004 and the date of delivery to the Optionee of the last of the recordable transfers required to transfer to the Optionee all 11 lots included in the Claims.

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4.4If the payment dates in subsection 2(b) are extended as provided for in subsection 4.4, the Optionee shall not lose any rights hereunder, nor shall any of those rights be suspended or delayed.

EXERCISE OF OPTION

5.Upon delivering the shares, completing the expenditures, making the cash payments and paying the tax arrears as set out in subsections 2, 3 and 4 above, the Optionee shall have exercised the Option and shall have acquired an undivided beneficial 100% ownership of the Claims, subject to a 21% net smelter return royalty reserved onto the Optionor. Net smelter returns shall be calculated and paid in accordance with Schedule “B” to this Agreement.

REPRESENTATIONS WARRANTIES AND CONVENANTS

6.The Optionor hereby represents, warrants and covenants to and for the benefit of the Optionee, which representations, warranties and covenants shall survive the closing of the transaction contemplated by this Agreement, that:

(a)the Optionor or one or more of them have the right. to become the beneficial owners of a 100% undivided interest in the Claims free and clear of all liens, charges and claims of others, except for the NSR and except for the exceptions described in the letter of Lic. Victor Garcia Jimenez to Mr. John S. Brock dated April 18, 1996, attached hereto as Attachment l;

(b)except as set out in section 3 above, the Claims are in good standing under the laws of the Jurisdiction in which the Claims are located and the Claims have been duly and properly staked or otherwise acquired in accordance with such laws;

(c)to their knowledge, there is no adverse claim or challenge against or to the ownership of or title to the Claims, nor to their knowledge is there any basis therefore and there are no outstanding agreements or options to acquire or purchase the Claims, or any portion thereof, and to their knowledge, no person has any royalty or other interest whatsoever in production from the Claims, other than as described in the letter of Lic. Victor Garcia Jimenez to Mr. John S. Brock dated April l & 1996, attached hereto as Attachment 1,

(d)they will execute or cause the execution of all such further documents reasonably as maybe requested by the Optionee in order, upon exercise of the Option, to evidence a transfer of the Claims and to record such transfer in such governmental offices or other places as the Optionee reasonably may request all in order that the Optionee become the registered owner of the Claims and be permitted to duly notify third parties of its ownership thereof, subject only to the NSR reserved and the exceptions described in the letter of Lic. Victor Garcia Jimenez to Mr. John S. Brock dated April 18, 1996, attached hereto as Attachment 1.

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6.1The Optionee represents and warrants to and for the benefit of the Optionor, which representations and warranties shall survive the closing of the transaction contemplated in this Agreement, that:.

(a)it is a company duly incorporated, validly existing and in good standing with respect to applicable law;

(b)it has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to carry out and perform all of its obligations and duties hereunder:

(c)is legally qualified to execute agreements and to be owner of the rights derived from the mining concessions existing over the Claims; and

(d)it is 100% owned by Grandcru Resources Corporation and has duly obtained all authorizations for the execution, delivery and performance of this Agreement, and such execution, delivery and performance and the consummation of the transactions herein contemplated will not conflict with, or accelerate the performance required by or result in any breach of any covenants or agreements contained in or constitute a default under, or result in the creation of any encumbrance, lien or charge under the provisions of its constating or initiating documents or any indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject and will not contravene any applicable laws.

RIGHT OF ENTRY

7.Until the Option is exercised or terminated in accordance with the terms of this Agreement, the Optionee, its servants and agents shall have the sole and exclusive right to:

(a)enter in, under or upon the Claims and have the exclusive right to conduct exploration and mining activities on or in respect of the Claims;

(b)exclusive and quiet possession of the Claims;

(c)bring upon the Claims and erect thereon such mining facilities as they may consider advisable;

(d)remove from the Claims ore or mineral products for the purpose of bulk sampling, pilot plant or test operations, the benefit of which shall accrue to the Optionee subject to payment of the NSR; and

(e)do everything necessary or desirable to carry out an exploration program on the Claims and to determine the manner of exploration and development of the Claims and, without limiting the generality of the foregoing, the right, power and authority to:

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i)regulate access to the Claims, subject only to the right of the Optionor and their representatives to have access to the Claims at all reasonable times for the purpose of inspecting work being done thereon but at their own risk and expense.

ii)employ and engage such employees, agents and independent contractors as they may consider necessary or advisable to carry out its duties and obligations hereunder; and

iii)conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Optionee.

DUTIES AND OBLIGATIONS

8.The Optionee shall have the duties and obligations to:

(a)keep the Claims free and clear of all liens and encumbrances arising from its operations hereunder (except liens contested in good faith by the Optionee) and in good standing by the doing and filing, or payment in lieu thereof, of all necessary assessment work and payment of all taxes required to be paid and by the doing of all other acts and things and the making all other payments required to be made which may be necessary in that regard, and on a timely basis as required by law to maintain ownership, do all such acts and things necessary to convert the exploration Claims to exploitation claims:

(b)conduct all exploration on the Claims in accordance with Canadian mining industry generally accepted exploration practices and all applicable laws, rules and regulations, including without limitation the Mexican Mining Code (Ley Minera), and in such manner as will not result in any environmental degradation of the Claims or any of them or in any impediment to the future development and exploitation of the mineral resources in, on or under the Claims or any of them;

(c)permit the Optionor and their representatives, duly authorized by them, in writing, at their own risk and expense, access to the Claims at all reasonable times and to all records prepared by the Optionee in connection with exploration of the Claims, mining activity on the Claims and calculation of the NSR. The Optionee shall prepare and deliver to the Optionor at reasonable intervals, but in any event not less frequently then once each calendar year, a written report (including copies of any technical reports) on all exploration and mining activities conducted on the Claims by the Optionee;

(d)arrange for and maintain Worker’s Compensation or equivalent coverage for all eligible employees engaged by Optionee in accordance with local statutorv requirements, and general liability insurance coverage with per claim and aggregate amount equivalent to at least US$ 1,000,000:

(e)maintain true and correct books, accounts and records of operations hereunder; and

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(f)refrain from conduction or allowing to be conducted on the Claims any activity constituting exploitation prior to payment in full of all amounts payable under paragraph 2 (b) of this Agreement, whether or not the same may be due at the time of determination of whether such exploitation activity is permitted under this paragraph.

NET SMELTER RETURY BUY-DOWN

9.The Optionee is hereby granted by the Optionor the right to buy up to a 100% interest in the 2% net smelter return (“NSR”) royalty reserved unto the Optionor, by making a one time payment to the Optionor at any time. The amount of the payment required to purchase thee entire NSR shall be US $1,000,000.  If a lesser percentage of the NSR is to be purchased, the US $1,000,000 payment shall be pro rated accordingly.  For example, if one half of the NSR is intended to be purchased, the required purchase price shall be one half of US $1,000,000.

9.1On exercise of the buy-down granted by subsection 9.1, the parties shall execute all such documentation reasonably as may be required to complete the same.

INFORMATION

10.Optionee acknowledges that all data, reports, drill core, maps and similar information concerning the Claims available to the Optionor is in the possession of Wayne Roberts, Vancouver, BC, Canada. To the extent such information has not been made available to the Optionee, the Optionor upon request by the Optionee will use its reasonable best efforts to have such information made available to the Optionee by Mr. Roberts. In the event that the Optionee fails to exercise the Option, all such data, reports, drill core, maps and other information provided to the Optionee shall be returned to the Optionor.

TERMINATION

11.In the event of default in the performance of the requirements of Section 2, then subject to the provisions of Section 12 hereof, the Option and this Agreement shall terminate.

11.2The Optionee shall have the right to terminate this Agreement by giving 30 days` written notice of such termination to the Optionor and upon the effective date of such termination this Agreement shall be of no further force and effect except the Optionee shall be required to satisfy any obligations which have accrued under the provisions of this Agreement which may not have then satisfied.

11.3Notwithstanding, any other provisions of this Agreement, in the event of termination of this Agreement, the Optionee shall:

(a)deliver to the Optionor any and all reports, samples, drill cores, maps, and engineering, geological, metallurgical and other data of any kind whatsoever pertaining to the Claims which have not been previously delivered to the Optionee;

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(b)perform or secure the performance of all reclamation and environmental rehabilitation as may be required by all applicable legislation.

(c)upon notice from the Optionor, remove all materials, supplies and equipment from the Claims, provided however, that the Optionee may retain ore and at the cost of the Optionee, dispose of any such materials, supplies or equipment not removed from the Claims within one-hundred and eighty (180) days of receipt of such notice by the Optionor.

(d)ensure that all work, which has been conducted on the Claims and that qualifies for assessment has been filed for assessment and that the claims are in good standing for a minimum of one year following termination, and

(e)transfer to Optionor’s designee good and marketable title to each of the Claims and the rights thereunder, free from all encumbrance, lien or limitation of ownership except those described in Attachment 1 to this Agreement, and with the warranty that as of the date of such transfer, all of the obligations stated in paragraphs 8.1(a), 8.1(b) and 11.3(d) of this Agreement have been fulfilled, and to do all such other and further acts as reasonably may be requested by the Optionor to render the title to such concessions and the rights thereunder free and clear of any and all defects, liens, encumbrances and claims of right, title or interest arising by, through or under the Optionee.

11.4The Optionor hereby irrevocably appoints Douglas D. Foote their agent and representative for receipt of notices and information under this Agreement.

11.5(a) Concurrently with the execution of this Agreement, the Optionee shall cause to be duly executed before a notary public in Mexico a special power of attorney from the Optionee as grantor to a person or persons to be designated by the Optionor as attorney(s)-in-fact empowering the attorney(s)-in-fact to transfer the Claims to a person or entity designated by the Optionor, together with a related letter (which special power of attorney and letter are hereinafter called the “Escrow Documents” and the forms of which are attached to this Agreement as Attachment 2). The Optionee shall cause the executed Escrow Documents to be deposited with Gordon J. Fretwell Law Corporation (hereinafter called the “Escrow Holder”) as soon as possible after execution of this Agreement. The Optionee shall pay all fees of the Escrow Holder in connection with this matter.

(b)Subject to the proviso of this subparagraph, the Optionor and the Optionee hereby instruct the Escrow Holder as follows:

i)to deliver the Escrow Documents to the maker of the affidavit referred to below upon receipt by the Escrow Holder of an affidavit sworn by Klaus Genssler or Douglas D. Foote to the effect that this Agreement has terminated in accordance with its terms and specifying the provision under which such termination occurred; or

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ii)to deliver the Escrow Documents to the Optionee upon receipt by the Escrow Holder of an affidavit sworn by a senior officer of the Optionee stating that all the payments required under this Agreement, except NSR payments, have been paid in full and the shares referred to in paragraph 2(a) have been delivered;

PROVIDED the Escrow Holder, upon receipt of an affidavit as provided above, shall give notice of such receipt accompanied by a copy of the affidavit received, (i) to the Optionee if the affidavit is received from Genssler or Foote or (ii) to Foote with a copy to Genssler if the affidavit is received from the Optionee. The recipient of the notice shall have 21 days after receipt of such notice in which to notify the Escrow Holder of its objection to the accuracy of the statements in the affidavit. If by the expiry of such 21 day period no notice of objection has been received, the Escrow Holder shall promptly deliver the Escrow Documents as required. If prior to the expiry of such 21 day period the Escrow Holder has received notice of objection, the Escrow Holder shall not deliver the Escrow Documents except pursuant to receipt of written instructions to do so signed by the Optionee and by Foote or Genssler or pursuant to a final arbitral award entered in an arbitration as provided below.

(c)All notices under this clause 11.5 shall be given in writing and sent by facsimile with confirmed transmission receipt from the sending machine or by recognized international courier service such as Federal Express transmitted or addressed, as the case may be, to the facsimile number of the addressee given in this paragraph 11.5 or to the address of the addressee given in the heading of this agreement (for Genssler, Foote and the Optionee) or in this paragraph (for the Escrow Holder) or to such other facsimile number or address as may be notified to the Escrow Holder by an addressee or by the Escrow Holder to the Optionee, Genssler and Foote in like manner from time to time. Notices shall be effective upon receipt at the address or facsimile number provided. The facsimile number of Genssler is 713-783-3737 and of Foote is 303-926-9091 and of Escrow Holder is 604–689-1288.

(d)Any dispute regarding the accuracy of statements in an affidavit received by the Escrow Holder shall be resolved by arbitration as provided in Section 16.

(e)The duties of the Escrow Holder will be limited to the holding of the Escrow Documents, the giving of notice as provided, and the delivery of the Escrow Documents in accordance with the terms of this clause 11.5.  In the event of any objection to the accuracy of the statements in an affidavit being received as provided above, the Escrow Holder will hold the Escrow Documents until receipt of written instructions to deliver it signed by the Optionee and by Foote or Genssler as provided above, or until such dispute has been resolved pursuant to arbitration. The Escrow Holder shall be entitled to rely on any document or signature presented to it as being genuine, absent knowledge to the contrary, and shall not be required to authenticate any document or any signature thereon. The Escrow Holder shall not be obliged to take any legal action hereunder which

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might, in its judgment, involve any expense or liability unless it has been furnished with reasonable indemnity.

(f)The Optionor and the Optionee covenant and agree to indemnify the Escrow Holder and to hold it harmless against loss, liability or expense incurred without negligence or bad faith on its part arising out of or in connection with the administration of its duties hereunder, including the costs and expenses of defending itself against any claim or liability arising therefrom.

(g)The terms of this clause 11.5 are irrevocable by the Optionee and the Optionor unless such revocation is consented to in writing by all of them and Escrow Holder.

DEFAULT

12.If a party (the “Defaulting Party”) is in default of any requirement herein set forth (including the requirement of the Optionee to make payments to the Optionor under section 2 hereof in order to maintain the Option in good standing), the party affected by such default (the “Non-Defaulting Party”) may give written notice to the other party within thirty (30) days of becoming aware of such default, specifying the default, and the Defaulting Party shall not lose any rights, remedies or cause of action pursuant to this Agreement, or otherwise hereunder as a result of’ such default, if within thirty (30) days after the giving of notice of default by the Non-Defaulting Party, the Defaulting Party has, in the case of cash payments required under section 2, made the required payment, and in the case of any other default, either cured the default, if the same is reasonably capable of being cured within the 30 day period, or if not, has taken such actions which under the circumstances, are reasonably necessary to cause the default to be cured or remedied to the extent permitted by applicable law.

OPTION ONLY

13.This Agreement provides for an option only and except for the payment of tax arrears, as more specifically provided for in Section 3 hereof, compliance with Section 8.1, and the completion of the matters referred to in Section 11.3, nothing herein contained shall be construed as obligating Optionee to do any acts or make any payments, property related expenditures or issue any shares hereunder and any act or acts or payment or payments as shall be made hereunder shall not be construed as obligating Optionee to do any further act or make any further payment.

NOTICE

14.Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered to a party hereto (“Party”), at the address for such Party specified above. Except as provided in Section 14.2 below, notices to the Optionor shall be given to Douglas D. Foote, who is hereby authorized to accept and receive notices on behalf of the Optionor, with a copy to Klaus Genssler.  Notices from the Optionor shall be valid only if signed by Douglas D. Foote or Klaus Genssler. The date of receipt of such notice, demand or other communication shall be the date of

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delivery. Each notice, demand or other communication required or permitted to be given under this Agreement may be delivered by facsimile and shall be deemed to be received at the time transmission of the fascmile has confirmed by the sender.  Facsimile numbers for the Parties are:

Optionor:

Douglas D. Foote

357 So. McCaslin Blvd., Suite 100

Denver, CO 80027-2932

FACSIMILE: 303-926-9091

Copy to:

Klaus Genssler

26 Farnham Park Drive

Houston, TX 77024

FACSIMILE: 713-783-3737

Optionee:

Suite 1780 - 400 Burrard Street

Vancouver, B.C., V6C 3A6

FACSIMILE: (604) 669-1464

14.2The Parties may at any time and from time to time notify the other Party in writing of a new address to which notice shall be given to it thereafter until further change.

ASSIGNMENT

15.The Optionee may not assign all or part of its interests in this Agreement and in the Claims without the prior written consent of the Optionor, which shall not he withheld unreasonably. In the event Optionor consents to an assignment, the Optionee shall give notice to the Optionor of the terms of the assignment and cause the assignee to commit to be bound by the terms of this Agreement as if it were an original signatory hereto.

15.2Any subsequent assignments by the Optionee or any future assignee shall be made only in accordance with subsection 15.1.

RESOLUTION OF DISPUTES

16.Any dispute, controversy or claim arising out of or relating to this agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date of this Agreement. The number of

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arbitrators shall be one. The place of arbitration shall be Denver, Colorado, U.S.A. unless otherwise agreed between the parties. The language to be used in the arbitral proceedings shall be English. The laws pertaining to the arbitration shall be those of the state of Colorado. The arbitration tribunal shall decide as amiable compositeur or ex aequo et bono. The arbitrator shall he appointed by alternate strikes from a list of three or five names prepared by the American Arbitration Association, with the party seeking arbitration having the first strike. Each person on the list shall have significant background and experience in dealing with matters involving mining, smelting and refining of precious metals, mining agreements and royalty payments. Any award issued by the arbitrator shall be final and binding on the parties and may be submitted to any court for entry of a judgment in enforcement thereof.

GENERAL

17.This Agreement shall supersede and replace any other agreement or arrangement whether oral or written, heretofore existing between the Parties in respect of the subject matter of this Agreement.

18.Each of the Parties covenants and agrees, from time to time and at all times, to do all such further acts and execute and deliver all such further deeds and documents as shall be reasonably required in order to fully perform and carry out the terms and intent of this Agreement.

19.Time shall be of the essence in the performance of this Agreement.

20.If any one or more of’ the provisions contained herein should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

21.This Agreement and all provisions hereof shall be governed by and construed in accordance with the laws of British Columbia,

22.No consent or waiver expressed or implied by any Party in respect of any breach or default by any other Party shall be deemed or construed to be a consent to or a waiver of any other breach or default whatsoever.

23.This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective heirs, successors and permitted assigns.

24.This Agreement may be executed in counterparts and if so, the collective counterpart signatures shall be evidence of the signature of this Agreement by all Parties.

25.Signature of this Agreement may be made by facsimile and if so, the facsimile signature shall be deemed to be an original signature of that Party.

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26.The terms of this Agreement shall not be binding, or enforceable against Optionee unless and until it has obtained written acceptance to the terms of this Agreement from the TSX Venture Exchange. Optionee shall use its best efforts to obtain such approval as promptly as possible.

IN WITNESS WHEREOF this Agreement was executed by the Parties hereto as of the day and year first above written.

Signed, Sealed and Delivered by
KLAUS GENSSLER in the presence of:
Name
Address	KLAUS GENSSLER
Occupation
GENSSLER INVESTMENT PARTNERSHIP LLP
By
Managing Director
Signed, Sealed and Delivered by
DOUGLAS D. FOOTE in the presence of:
Name
Address	DOUGLAS D. FOOTE
Occupation

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SYNERGEX

GROUP LIMITED PARTNERSHIP

By

General Partner

The Common Seal of MINERA GRC, S.A.

De C.V. was hereunto affixed in the presence of:

By

Authorized Signatory

By

Authorized Signatory

[Appended schedules omitted]

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Schedule “B”

GOLDCORP/LUISMIN AGREEMENT

[see attached]

B-1

WHEATON RIVER MINERALS LTD.

1560 - 200 Burrard Street

Vancouver, British Columbia

CANADA V6C 3L6

LUISMIN, S.A. de C.V.

Pino Suarez 308 OTE, Col. Centro

C.P. 34000, Durango, Dgo. Mexico

MINAS DE SAN LUIS, S.A. de C.V.

Pino Suarez 308 OTE, Col. Centro

C.P. 34000, Durango, Dgo. Mexico

October 29, 2004

Grandcru Resources Corporation

Suite 1910 - - 400 Burrard Street

Vancouver, B.C.

CANADA V6C 2W2

Attention:Mr. Brian Leeners

President and Chief Executive Officer

Dear Sirs:

Re: “Guadalupe de Los Reyes” Property, Durango and Sinaloa States, Mexico

We write further to our recent discussions to set forth and confirm our respective understandings of the terms and conditions upon which Grandcru Resources Corporation (or a to-be-incorporated/acquired Mexican subsidiary of Grandcru) (“Grandcru”) can purchase all of the interest of Minas de San Luis, S.A. de C. V. (“Sanluis”), a wholly owned subsidiary of Luismin, S.A. de C. V. (“Luismin”), which is itself a wholly owned subsidiary of Wheaton River Minerals Ltd. (“Wheaton”), in and to those certain exploration concessions situated in the Municipalities of Tamazula, Durango and Cosala Sinaloa, Durango and Sinaloa States, Mexico referred to as the “Guadalupe De Los Reyes” property, subject to the rights of Sanluis to reacquire an interest in the Property and thereafter enter into an association in the nature of a joint venture with Grandcru as provided herein. All monies referred to herein are United States funds unless otherwise indicated.

1.Definitions

For the purposes of this agreement, the terms “Acquisition Cost”, “Camp”, “Expenditures”, and “Property” will have the following meanings:

a.“Acquisition Cost” will mean all amounts paid in cash, and the value of all common shares issued, by Grandcru to acquire any interest in the Camp, where the value of any common shares issued (except those issued to Wheaton on closing pursuant to subparagraph 5(a)) will be determined using the closing price of the common shares on the TSX Venture Exchange (“TSXV”) on the date that they were issued, but excluding the value of both:

i.any common shares of Grandcru acquired by the Wheaton Group upon the exercise of the warrants in the units issued by Grandcru to Wheaton pursuant to subparagraph 5(b), and

ii.any common shares of Grandcru issued to the Wheaton Group under the provisions of paragraph 7;

b.“Camp” means, collectively:

i.the Property,

ii.the concessions more particularly set forth and described in Schedule “B” and all rights and appurtenances attached or accruing thereto,

iii.any substitute or successor mineral tenure granted, issued or obtained in respect of the tenures referred to in clause (b)(ii), and

iv.all information and data with respect to the mineral tenures in clauses (b)(ii) or (iii);

c.“Expenditure(s)” means all costs, expenses, obligations and liabilities of whatever kind or nature made, spent or incurred, directly or indirectly, by Grandcru or any member of the Wheaton Group (as hereinafter defined) after the date of this agreement relating directly or indirectly to the Camp, including, without limitation, the following costs, expenses, obligations and liabilities made, spent or incurred for or in connection with:

i.geophysical, geochemical, land, airborne, environmental and/or geological examinations, assessments, assays, audits and/or surveys,

ii.preparation of a Bankable Feasibility Study,

iii.line cutting, mapping, trenching and staking,

iv.searching for, digging, trucking, sampling, working, developing, mining and/or extracting ores, minerals and metals,

v.diamond and other drilling,

vi.obtaining, providing, erecting, installing, operating and maintaining exploration, development and mining facilities, including camps, mining

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	hoists, shafts and other underground accesses, milling or other treatment or processing plants, ancillary facilities, buildings, machinery, tools, appliances and equipment,
vii.	construction of access roads and other facilities on or for the benefit of the Camp or any part thereof,
viii.	transporting personnel, supplies, mining, milling or other treatment plant, buildings, machinery, tools, appliances or equipment in, to or from the Camp or any part thereof,
ix.	the reasonable wages and salaries of personnel directly engaged in performing work on or with respect to the Camp and any assessments or contributions under applicable employment legislation and other applicable legislation or ordinances relating to such personnel, and supplying food, lodging and the other reasonable needs for such personnel,
x.	obtaining and maintaining any insurance,
xi.	the management of and accounting for work and providing supervisory, legal, accounting, consulting and other contract or professional services that can be allocated to and directly relating to work performed hereunder on the Camp,
xii.	any taxes, fees, charges, payments or rentals (including payments made in lieu of assessment work) or otherwise incurred to keep the Camp or any part thereof in good standing under applicable laws,
xiii.	any transfer(s) of the Camp or any part thereof or interest therein pursuant to this agreement,
xiv.	acquiring access and surface rights to the property and/or the Camp,
xv.	carrying out any negotiations and preparing, settling and executing any agreements or other documents relating to environmental or indigenous peoples’ claims, requirements or matters,
xvi.	carrying out any requirements or prerequisites in order to obtain and obtaining all necessary or appropriate approvals, permits, consents or permissions relating to the carrying out of work, including, without limitation, environmental permits, approvals or consents; in carrying out reclamation or remediation,
xvii.	improving, protecting, or perfecting title to the Camp or any part thereof,
xviii.	carrying out mineral, soil, water, air or other testing,

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xix.preparing engineering, geological, financing, marketing or environmental studies and/or reports and test work related thereto, and

xx.in addition to the foregoing, a separate charge equal to the applicable percentage specified in clause 13(b)(iii) of all Expenditures (other than pursuant to this clause (c)(xx) in lieu of any overhead, general head office management or other unallocable costs; and

d.“Property” means:

i.the exploration and exploitation concessions more particularly set forth and described in Schedule “A” and all rights and appurtenances attached or accruing thereto (the “Sanluis Concessions”),

ii.any substitute or successor mineral tenure granted, issued or obtained in respect of the tenures referred to in clause (d)(i),

iii.all information and data with respect to the Sanluis Concessions in the possession or control of Wheaton, Luismin or Sanluis (collectively, the “Wheaton Group”) as at the date hereof (the “Existing Data”), and

iv.all interests in minerals or mineral tenures, or any rights or options to acquire any such interest(s), which become subject to this agreement and part of the Property pursuant to paragraph 15.

We confirm our understandings as follows:

2.Title to Property

Sanluis presently holds a one hundred (100%) percent right, title and interest in and to the Sanluis Concessions, subject only to a three (3%) percent net smelter return royalty (the “Underlying Royalty”) payable to Corporación Turistica Sanluis, S.A. de C.V. (the “Royalty Holder”) pursuant to an agreement dated June 19, 2002 among the Royalty Holder, Sanluis and Luismin. There is no buyout in respect of this royalty. The Wheaton Group confirms that such royalty does not extend to, and will not apply in respect of, any portion of the Property other than the Sanluis Concessions (and any subsequent tenures in respect thereof).

3.Representations and Warranties of Wheaton, Luismin and Sanluis

Wheaton, Luismin and Sanluis further represent and warrant to Grandcru that:

a.each of the mineral exploration concessions comprised in the Sanluis Concessions and set forth in Schedule “A” is, to the best of its knowledge, information and belief, validly issued, is registered in the name of Sanluis in the Registro Publico de Mineria in the Libro de Concesiones Mineras, is presently in good standing, subject to compliance with applicable laws of Mexico in connection therewith, and no person other than the Mexican government, the Royalty Holder and Sanluis have any interest in such portion of the Property or production therefrom;

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b.to the best of their knowledge, all operations on the Sanluis Concessions have been in compliance with all applicable mining, labour, environmental and taxation laws;

c.all taxes, land fees and assessments required in respect of each of the Sanluis Concessions have been fully paid up to the date hereof; and

d.they have the full right and authority to enter into this agreement and to transfer to Grandcru a one hundred (100%) percent right, title and working interest in and to the Sanluis Concessions in accordance with the provisions of this agreement.

4.Purchase and Sale

The Wheaton Group hereby agrees to sell, and Grandcru hereby agrees to buy, on the date which is ten (10) business days after all of the conditions in paragraph 6 have been satisfied or waived (the “Closing Date”), all of the right, title and interest of Sanluis in and to the Sanluis Concessions and the Existing Data for the purchase price (the “Purchase Price”) of CAD THREE HUNDRED AND THIRTY THOUSAND (CAD 330,000) DOLLARS.

5.Payment of Purchase Price

The Purchase Price will be satisfied by the issuance to Wheaton on the Closing Date of ONE MILLION (1,000,000) units (the “Units”) of Grandcru. Each Unit will be comprised of:

a.ONE (1) fully paid and non-assessable common share without par value in the capital stock of Grandcru; and

b.ONE (1) common share purchase warrant of Grandcru, with each such warrant being exercisable to purchase an additional common share without par value in the capital stock of Grandcru at a price of CAD SEVENTY-FIVE (CAD 0.75) CENTS for a period of two (2) years after the Closing Date.

All of the securities comprised in the Units will not be subject to any restrictions on transfer or statutory hold periods greater than four (4) months from the date of issue.

6.Conditions Precedent to Closing

The obligations of Grandcru and the Wheaton Group to complete the purchase and sale provided in paragraph 4 will be subject to the satisfaction or waiver, on or before the date which is forty-five (45) days after the execution hereof by the Wheaton Group of the following conditions:

a.the acceptance for filing by the TSXV of this agreement and the transactions contemplated hereby on behalf of Grandcru (the date of such acceptance being referred to herein as the “Acceptance Date”); and

b.the completion by Grandcru of a legal and technical due diligence review of the Sanluis Concessions (which may include a visit to such concessions), and results

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therefrom satisfactory to Grandcru, acting reasonably, within a period of thirty (30) days after the date hereof, provided that if Grandcru has not given notice to Wheaton that the results of such investigation have not been satisfactory and that it is terminating this agreement as a result thereof within such thirty (30) day period, this condition (b) will be deemed to have been irrevocably satisfied.

7.Right of Wheaton to Receive Additional Grandcru Shares

If:

a.the Bankable Feasibility Study (as defined in paragraph 12), or any subsequent feasibility studies or other reserve report(s) prepared in accordance with National Instrument 43-101 of the Canadian Securities Administrators (or any successor policy) with respect to the Sanluis Concessions identifies aggregate reserves (including any then mined out and whether proven or probable or any combination thereof) in excess of FOUR HUNDRED AND NINETY-NINE THOUSAND (499,000) OUNCES of Gold on the Sanluis Concessions; or

b.in excess of FOUR HUNDRED AND NINETY-NINE THOUSAND (499,000) OUNCES of Gold are extracted from the Sanluis Concessions;

then Grandcru will allot and issue to Wheaton, and deliver to Wheaton certificates representing, an additional FIVE HUNDRED THOUSAND (500,000) fully paid and non-assessable common shares without par value in the capital stock of Grandcru on or before the day which is ten (10) business days after the occurrence of the first to occur of the events specified in subparagraphs (a) and (b) above. For the purposes hereof, the term “Gold” means gold plus the gold equivalent of any silver present, and the gold equivalent ounces for the silver present (“Aueq”) will be determined as follows:

Aueq (ounces) = Au(ounces) + Ag ounces x Ag recovery( %) x Ag price

Au price x Au recovery(%)

with the price of gold (Au) being determined on the basis of the monthly average price of gold, calculated by dividing the sum of all London Bullion Market Association P.M. Gold Fix prices reported for the calendar month in question by the number of days for which such prices were quoted, and for silver (Ag) on the basis of the monthly average price of silver, calculated by dividing the sum of all New York Commodity Exchange (“COMEX”) prices for silver quoted by and at the closing of COMEX reported for the calendar month in question by the number of days for which such prices were quoted.

8.Sanluis Back-In Option Upon Completion by Grandcru of USD 10,000,000 in Expenditures

Grandcru hereby gives and grants to Sanluis the sole and exclusive irrevocable right and option (the “Back-in Option”) to acquire from Grandcru an undivided sixty (60%) percent right, title and working interest in and to the Camp (or, if Grandcru has acquired its interest in the Camp through, or has transferred its interest(s) in the Camp to, a Mexican company (“Mexco”), Mexco), such Back-in Option to be exercisable only following Grandcru having incurred

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aggregate Expenditures (not including any Acquisition Costs) of USD TEN MILLION (USD 10,000,000) DOLLARS. Upon Grandcru completing USD 10,000,000 in Expenditures (excluding any Acquisition Costs), Grandcru will forthwith deliver notice to that effect (together with all supporting appendices, schedules and relevant documentation) (such notice, together with all such documentation, being the “Trigger Notice”) to Sanluis. Sanluis will then have a period of ninety (90) days after receipt of the Trigger Notice (the “Back-in Period”) to give notice to Grandcru that it intends to proceed to exercise the Back-in Option, such right to be exercised by Sanluis:

a.delivering, within the Back-in Period, a notice to Grandcru that it intends to proceed to exercise the Back-in Option (the “Back-in Exercise Notice”); and

b.making a cash payment (the “Back-in Payment”) to Grandcru, on or before the date which is ten (10) business days after the delivery to Grandcru of the Back-in Exercise Notice, equal to sixty (60%) percent of Grandcru’s total Acquisition Costs up to the date of the delivery of the Trigger Notice to Sanluis by Grandcru.

If Sanluis fails to deliver a Back-in Exercise Notice to Grandcru within the Back-in Period, or at all, or, having delivered a Back-in Exercise Notice, fails to make the Back-in Payment within the time limited, the Back-in Option will terminate and Sanluis will thereupon have no further right, title or interest in or to the Camp or Mexco, nor any further right to acquire any such interest, and will have no liability whatsoever to Grandcru in respect thereof whatsoever.

9.Formation/Reorganization of Mexican Company Upon Exercise of Sack-in Option

Upon the exercise by Sanluis of the Back-in Option, Sanluis will have acquired from Grandcru an undivided sixty (60%) percent working interest in the Camp or Mexco, as applicable, and, unless otherwise jointly determined by Grandcru and Sanluis or if Mexco exists, Grandcru and Sanluis (each, a “Participant”) will incorporate a new Mexican company (“Newco”) to hold the Camp, and will each vend their respective interests in the Camp to Newco for shares of Newco, with the initial ownership thereof reflecting their then respective interests in the Camp. If Mexco exists, Grandcru will transfer to Sanluis, or will cause Mexco to issue to Sanluis, shares of Mexco equal to sixty (60%) percent of the then outstanding Mexco Shares. Concurrently with the incorporation of Newco and vend-in of their interest in the Camp, or upon the transfer or issuance to Sanluis of the requisite interest in Mexco, Grandcru and Sanluis will enter in to a shareholders’ agreement setting forth their respective rights and obligations in respect of the management and operation of Newco or Mexco, as applicable as provided in subparagraph 13(b).

10.Obligations of Sanluis to Maintain Interest in Newco/Mexco Following Exercise of Back-in Option

Notwithstanding the exercise of the Back-in Option by Sanluis and the consequent acquisition of an undivided sixty (60%) percent interest in Mexco or the Camp and Newco (if applicable), in order to maintain such interest, Sanluis will be required to:

a.incur an aggregate of US TWENTY-FIVE MILLION (USD 25,000,000) DOLLARS in Expenditures (excluding the Back-in Payment); and

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b.complete a Bankable Feasibility Study,

on or before the day which is five (5) years after the delivery of the Back-in Exercise Notice to Grandcru, provided that Sanluis will be required to incur not less than US ONE MILLION (USD 1,000,000) DOLLARS in Expenditures on or before the first anniversary of the delivery of the Back-in Exercise Notice and an additional US ONE MILLION (USD 1,000,000) DOLLARS in Expenditures on or before the second and each subsequent anniversary of the delivery of the Back-in Exercise Notice until Sanluis has completed a Bankable Feasibility (Expenditures in excess of those required in any particular period will be carried forward and credited against the Expenditures required to be incurred in subsequent periods). Should Sanluis complete the Bankable Feasibility Study before incurring the USD 25,000,000 as required by subparagraph (a) above, Sanluis will be required to incur the balance of the USD 25,000,000 prior to Grandcru having to contribute to Expenditures.  If, for any reason, Sanluis fails to incur the required USD 25,000,000 in Expenditures, to incur the required annual cumulative Expenditures as provided above, or to complete a Bankable Feasibility Study within the prescribed period, Sanluis will forfeit all interest in and to the Camp and Newco or Mexco, as applicable, to Grandcru, and will thereupon forthwith either surrender its shares in Newco or Mexco back to Newco or Mexco, as applicable, or transfer them for USD ONE (USD 1.00) DOLLAR to Grandcru (whichever is the most tax effective).

11.Operator

Grandcru will be the operator in the Camp until such time (if ever) as Sanluis exercises the Back-in Option. Following the exercise of the Back-in Option, Sanluis will be the operator so long as it holds an interest in the Property and/or the Camp and/or Newco.

12.Definition of Bankable Feasibility Study

For the purposes of this agreement, the term “Bankable Feasibility Study” means a detailed report, showing the feasibility of placing the Camp or any part or parts thereof into commercial production, either prepared by an independent engineering consulting firm experienced in the preparation of such studies or prepared by the Wheaton Group and reviewed and approved by such an independent engineering consulting firm, in either case in such form and detail and using such assumptions as to metal prices as are customarily required, at the time of delivery of the feasibility study, by institutional lenders of major stand alone non-recourse financing for mining projects, and will include a reasonable assessment of the mineable ore reserves and their amenability to metallurgical treatment, a complete description of the work, equipment and supplies required to bring such part or parts of the Camp into commercial production and the estimated cost thereof, a description of the mining methods to be employed and a financial appraisal (including a sensitivity analysis) of the proposed operations supported by all reasonably necessary information and data including at least the following:

(a)a description of that part or parts of the Camp to be covered by the proposed mine;

(b)the estimated recoverable reserves of minerals and the estimated composition and content thereof,

(c)the proposed procedure for construction and mining operations;

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(d)the results of the metallurgical tests on the metalliferous minerals to be extracted;

(e)the nature and extent of the facilities proposed to be acquired and constructed which may include mill facilities, if the size, extent and location of the ore body makes such mill facilities feasible, in which event the study will also include a preliminary design for such mill;

(f)the total anticipated costs, including the capital budget, which are reasonably required to purchase, construct and install all structures, machinery and equipment required for the proposed mine, including a schedule of timing of such requirements;

(g)the estimated ongoing operating costs;

(h)appropriate environmental impact studies and costs, a description of the permits which must be obtained in connection with placing the Camp into commercial production and confirmation that such permits will be issued in due course;

(i)appropriate social and cultural studies and the identification and resolution of any social or cultural impediments to the development of a mine;

(j)the period in which it is proposed the Camp or portion(s) thereof will be brought to commercial production;

(k)such other data and information as are reasonably necessary to substantiate the existence of an ore deposit of sufficient size and grade to justify development of a mine, taking into account all relevant business, tax and other economic considerations;

(l)working capital requirements for the initial eight (8) months of operations of the Camp as a mine or such longer period as may be reasonably justified in the circumstances; and

(m)confirmation that there exist no material obstacles to the development of the Camp and the construction and operation of the mine(s) contemplated by the feasibility study including, without limitation, to the issuance of the required permits to develop the Camp, or portion(s) thereof proposed for the mine, construct required facilities and operate the Camp, or portion(s) thereof, as a mine, and shut down the mine and reclaim the Camp upon the ceasing of commercial production.

13.Joint Venture Provisions

Unless otherwise agreed by Wheaton and Grandcru, the following provisions will apply with respect to the interests of the parties and the operation of the Camp through Mexco or Newco, as applicable:

(a)following the date of completion of the obligations of paragraph 10 such that the interest of Sanluis in Newco or Mexco, as applicable, is no longer subject to forfeiture to Grandcru (the “Participation Date”), a joint venture (the “Joint Venture”) will be formed to further explore and, if warranted, develop the Camp by way of an “incorporated joint venture” through the agency of Newco or Mexco, as applicable;

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(b)as provided in paragraph 9, the relationship of Grandcru and Sanluis in proceeding with such Joint Venture through Newco or Mexco, as applicable, will be governed in accordance with the terms of an agreement (the “Shareholders Agreement”) to be negotiated, prepared and finalized between the parties acting diligently and in good faith in connection with the acquisition by Sanluis of an interest in the Camp and/or Newco or Mexco, as applicable, pursuant to paragraph 8, which agreement will reflect the provisions of this agreement and contain the following minimum terms together with such other terms and conditions as the respective counsel for the parties may reasonably request, in order that the affairs of Grandcru and Sanluis (each, a “Participant”) in respect of Newco or Mexco, as applicable may be reasonably carried out as a joint venture operation through Newco or Mexco, as applicable:

(i)the affairs of Newco or Mexco, as applicable, will be under the direction and control of board of directors or other governing body (as provided by applicable Mexican corporate law) (the “Governing Body”), which will be comprised of two (2) representatives of Grandcru and three (3) representatives of Sanluis, with one of the representatives of Sanluis being the chairman of the Governing Body.  If, for any reason, the interest of Sanluis should fall below fifty (50%) percent, then one of the representatives of Sanluis will resign and the Participants will act to appoint a representative of Grandcru to fill such vacancy, it being the intent of the parties that the Participant with the largest interest in the Joint Venture and Newco or Mexco, as applicable (the “Interest”) will control the Governing Body,

(ii)voting in the Governing Body will be on the basis of one (1) vote for each representative, provided that in the case of a deadlock the Chairman will have a deciding vote,

(iii)the operator of the Joint Venture (the “Operator”) will have the responsibility to carry out the directions of the Governing Body and will have such other powers and duties as are required to carry out that function.  The Operator will have the right to charge an administration fee, which will be a rate of eight (8%) percent of Expenditures up to commencement of a production program, three (3%) percent of production program costs during the production program and two and one-half (2.5%) percent of operating costs following the commencement of commercial production, provided that the Governing Body may adjust the administration fee from time to time on the basis that the Operator should neither gain nor lose financially for acting in such capacity,

(iv)all Joint Venture activities will be performed only pursuant to programs approved by the Governing Body. The Operator will prepare and submit proposed Programs to the Governing Body on or before sixty (60) days after completion of the last Program or on or before November 15 in each year if no Program has been approved or completed in that year. The Governing Body will meet and approve a Program for the next year by December 15 of the prior year if there was no Program in such prior year, or within thirty (30) days after the proposed Program was submitted, if there was a Program in the prior year,

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(v)the Participants agree to exercise best efforts to utilize the assets of the Joint Venture to secure bankable project financing to advance the Camp,

(vi)the initial respective Interests of the parties will be as determined pursuant to paragraph 8 and their deemed contributions to the expenditures of the Joint Venture will be as follows:

(1)for the Participant with the largest actual Expenditures incurred up to the Participation Date (provided that, for such purpose, the Back- in Payment will be considered as Expenditures) (the “Greatest Participant”), will be equal to the amount of its actual Expenditures (the “Greatest Participant Expenditures”); and

(2)for the other Participant will be equal to ((100 - I)/I) x the Greatest Participant Expenditures), where I is the percentage interest of the Greatest Participant as at the Participation Date,

(vii)each Participant will pay that cost share of each Approved Program in which it elects to participate that is proportional to its Interest. A Participant may decline to participate in an Approved Program in which case its Interest will be reduced as provided in clause (viii) below;

(viii)if a Participant declines to participate in an Approved Program, the other Participant will have the right to contribute all Expenditures in connection with such Approved Program and thereafter, provided that the Approved Program is completed to at least eighty-five (85%) of the proposed Expenditures, the non-participating Participant will have its Interest reduced such that, at any time the Interest of a Participant will be equal to the product obtained by multiplying one hundred (100%) percent by a fraction of which the numerator is the amount of such Participant’s deemed Expenditures as at the Participation Date plus its contributions to expenditures since the Participation Date, and the denominator of which is the aggregate amount of all deemed Expenditures of all Participants as at the Participation Date plus all contributions to Expenditures by all Participants since the Participation Date.  Any such reduction of Interest will be forfeited to the other Participant so that the aggregate of the Interests of the Participants will be at all times one hundred (100%) percent.  If such Approved Program is not completed to at least eighty-five (85%) percent of the proposed Expenditures, the non- participating Participant will, for a period of thirty (30) days following the delivery of the final report in connection with such Approved Program, have the right to contribute its pro-rata share of the Expenditures actually incurred under such Approved Program and thereby maintain its Interest and avoid dilution. The shareholdings in Newco or Mexco, as applicable, will be reorganized to reflect the changes in, and resulting, respective Interests of the Participants on an ongoing basis,

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(ix)           each Participant will (to the extent allowable under applicable laws) have the right to take, or otherwise acquire from Newco or Mexco, as applicable, its share of mineral products of the Joint Venture in kind,

(x)if a Participant defaults in paying its share of Expenditures related to an Approved Program in which it elected to participate, it will be precluded from any further participation in future Approved Programs and its Interest will be reduced from time to time pursuant to clause (viii) as if it had declined to participate in all Approved Programs,

(xi)if the Interest of a Participant is reduced to ten (10%) percent or less, such Interest will be automatically forfeited to the other Participant and the forfeiting Participant will thereafter have no further right, title or interest in the Joint Venture or the Property except the right to receive payments from Newco or Mexco, as applicable, equal to ten (10%) percent of the net profits from the operation of the Camp as a mine, calculated and paid in accordance with Schedule “C”. If necessary to permit such payments, a former Participant entitled to receive net profits under this subparagraph will surrender its shares in Newco or Mexco, as applicable, for non-voting securities of Newco or Mexco, as applicable, whose only rights will be to receive such payments;

(xii)each Participant will have a right of first refusal in respect of any disposition by the other Participant of all or a portion of its Interest in the terms of paragraph 16; and

(xiii)if the Operator proposes, without the consent of the Participant which is not the Operator (the “Non-Operator”), a Program having a budget that is more than one hundred (100%) percent greater than the previous Approved Program and such Program is approved by the Governing Body and becomes an Approved Program, the Non-Operator may, in addition to the other elections it may make pursuant to this Section 13, elect to take ninety (90) days to elect to participate in the proposed Program, following which the Non-Operator may, if it elects to participate in such Approved Program either:

(1)have a further sixty (60) day period within which to raise the necessary funding to participate in the Approved Program, or

(2)give notice to the Operator that the Operator it is required to complete an equity financing in the Non-Operator at the current market price (in an amount to be determined by the Non-Operator not exceeding the Non-Operator’s equity share of the Approved Program), following which, subject to receipt of all applicable regulatory acceptances and approvals (which the Participants will use their reasonable best efforts to obtain), the Operator will complete such financing.

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If the Participants are unable, within a reasonable time, to settle and agree upon the form of shareholders agreement, the matter will be submitted to arbitration in accordance with paragraph 23.

14.Obligations of Grandcru

From the Closing Date until the termination of the Back-In Period, Grandcru will:

(a)permit representatives of the Wheaton Group authorized in writing by Wheaton, at the expense and risk of the Wheaton Group, to access and inspect the Property and the data obtained therefrom, and to copy all data derived from work thereon, provided that such rights may only be exercised in a manner which does not unduly interfere with the activities of Grandcru on the Property and that Wheaton will indemnify Grandcru from and against all liabilities which may be incurred in connection with the exercise of such right of access and inspection;

(b)Grandcru will prepare and deliver to Wheaton written comprehensive annual reports on or before March 1 of each year covering the activities of Grandcru on or with respect to the Property and results obtained during the calendar year ending on December 31st immediately preceding, accompanied by copies of all data, reports and other information on or with respect to the Property not already provided to Wheaton and, during periods of active field work, timely current reports and information on any material results obtained, accompanied by copies of all relevant data, reports and other information concerning such results; and

(c)Grandcru will conduct all work on or with respect to the Property in a careful and workman-like manner, following reasonable and prudent geological exploration methods and approaches, and in compliance with all applicable laws.

15.Area of Interest

All interests in minerals or mineral tenures, or rights or options to acquire any such interests, excluding those which are detailed in Schedules “A” and “B”, acquired after the date of this agreement by any parry or any of its affiliates, any portion of which lies within five (5) kilometres of the outer boundaries of the Sanluis Concessions as constituted as of the date hereof, will be subject to this agreement. Upon any party or one of its affiliates acquiring any such an interest, it will provide all information thereon and on the acquisition terms to the other parry with which it is not affiliated, and, unless the non-affiliated parry rejects such acquisition, such interest will become part of the Property and subject to this agreement.  If such acquisition is prior to the delivery of a Back-In Exercise Notice Grandcru will pay the acquisition costs thereof, which will be considered as Acquisition Costs.  If such acquisition is after the delivery of a Back-in Exercise Notice and prior to the Participation Date, Sanluis will pay the acquisition costs, which will be considered as Expenditures. Following the Participation Date, each Participant will forthwith pay its pro rata share of the acquisition costs, which will be considered as Expenditures.

16.Disposition of Interest by Grandcru or Wheaton

From and after the Closing Date, neither Grandcru nor Sanluis (the “Transferor”) may transfer, convey, assign, mortgage, encumber, grant an option in respect of, grant a right to

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purchase, enter into a joint venture in respect of or in any manner howsoever transfer or alienate or agree to transfer or alienate (all of which are collectively referred to in this paragraph 16 as a “Transfer”) any or all of its rights under this agreement or in or to the Camp, or in any direct or indirect subsidiary which holds an interest in the Camp or in another direct or indirect subsidiary that holds an interest in the Camp (collectively, the “Transferor’s Holdings”) except in accordance with this paragraph 16, as follows:

(a)no Transfer of any of the Transferor’s Holdings will be effective unless the Transferor is not in material default of any term or provision of this agreement at the time of Transfer and until any proposed assignee, transferee, purchaser, grantee or encumbrancer of such Holdings (“Transferee”) has executed and delivered to all parties an agreement, in form and substance satisfactory to counsel for the remaining parties and related to this agreement, containing:

(i)a covenant by such Transferee with all parties to perform all of the obligations of the Transferor to be performed under this agreement in respect of the Holdings to be acquired by the Transferee, and

(ii)a provision subjecting any further Transfer of such Transferor’s Holdings to the provisions of this paragraph 16;

and, except in the case of a sale, assignment or transfer to a wholly owned subsidiary of the Transferor, provided that the Transferor has complied with all obligations hereunder in respect of the portion of the Transferor’s Holdings to be transferred up to the date of transfer, the Transferor will be released from all liability for the performance of all obligations assumed by the Transferee in respect of the Transferor’s Holdings so sold, assigned or transferred;

(b)the Transferor will not Transfer any of the Transferor’s Holdings except pursuant to a binding agreement in writing, and  as a single transaction not directly or indirectly part of some other sale or purchase or agreement for any additional consideration of any nature whatsoever;

(c)if the Transferor (in this paragraph called the “Offeror”) intends to Transfer any of the Transferor’s Holdings, it will first give notice to the other Party (in this paragraph called the “Offeree”) of such intention together with the terms and conditions on which the Offeror intends to Transfer such portion of the Transferor’s Holdings;

(d)if the Transferor (in this section also called the “Offeror”) receives any offer to Transfer any portion of the Transferor’s Holdings from any person (the “Third Party”) which it intends to accept (the “Third Party Offer”), the Offeror will not accept the Third Party Offer unless and until the Offeror has first offered to Transfer the Transferor’s Holdings to the other party (in this paragraph also called the “Offeree”) on the same terms and conditions as contained in the Third Party Offer and such offer to the Offeree by the Offeror has not been accepted by the Offeree in accordance with this paragraph;

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(e)any communication of an intention to sell pursuant to subparagraph 16(c) or an offer to sell pursuant to subparagraph 16(d) (each an “Offer” for the purposes of this paragraph 16) will:

(i)set out fully and clearly all of the terms and conditions of any intended Transfer together with a currency equivalent of any nor-cash consideration in Canadian dollars and an explanation of the manner in which such currency equivalent was obtained,

(ii)if it is made pursuant to subparagraph 16(d), include a copy of the Third Party Offer and clearly identify the Third Party and include such information as is known by the Offeror about the Third Party,

and such communication will constitute an Offer by the Offeror to the Offeree to Transfer the relevant portion of the Transferor’s Holdings to the Offeree on the terms and conditions set out in such Offer;

(f)any Offer made as contemplated in subparagraph 16(e) will be open for acceptance by the Offeree for a period of forty-five (45) days from the date of receipt of the Offer by the Offeree;

(g)if the Offeree accepts the Offer within the time limited such acceptance will constitute a binding agreement between the Offeror and the Offeree to Transfer the relevant portion of the Transferor’s Holdings on the terms and conditions set out in such Offer, provided such sale and purchase must close within ninety (90) days following the acceptance of such Offer by the Offeree;

(h)if the Offeree does not accept the Offer within the time limited the Offeror may complete a Transfer of the Holdings on terms and conditions which are no more favourable to the proposed transferee than those set out in the Offer and, where the Offer is in response to a Third Party Offer, only to the Third Party upon exactly the same terms as the Third Party Offer, and in any event such Transfer must be completed within ninety (90) days from the expiration of the right of the Offeree to accept such Offer or the Offeror must again comply with the provisions of this paragraph 16 with respect to any Transfer of the Transferor’s Holdings;

(i)while any Offer is outstanding no other Offer may be made until the first mentioned Offer is disposed of and any sale resulting therefrom completed in accordance with the provisions of this paragraph 16;

(j)the Transferor agrees that its failure to comply with the restrictions set out in this paragraph 16 would constitute an injury and damage to the other party impossible to measure in money and, in the event of any such failure, the other party will, in addition and without prejudice to any other rights and remedies at law or in equity, be entitled to injunctive relief restraining or enjoining any Transfer of any of the Transferor’s Holdings, save in accordance with the provisions of this paragraph 16.  If the Transferor determines to make a Transfer, or makes a

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Transfer, of the Transferor’s Holdings contrary to the provisions of this paragraph 16 hereby waives any defence it might have in law to such injunctive relief, and

(k)nothing in this section 16 will prevent a sale or assignment by a Transferor of all of the Transferor’s Holdings to a wholly owned Mexican subsidiary, provided that such subsidiary first complies with the provisions of subparagraph 16(a) and agrees in writing with the other party to retransfer such Transferor’s Holdings to the original Transferor before ceasing to be a wholly owned subsidiary of the Transferor.

17.Release or Surrender of Property

If, at any time after the Closing Date, Grandcru determines to surrender any of the concessions comprised in the Camp to the government, or to otherwise terminate the existence of any such concessions, or to reduce the size of any one or more of the concessions comprised in the Camp, it may do so:

(a)only in accordance with and pursuant to applicable laws; and

(b)upon providing not less than sixty (60) days notification of such proposed surrender, release, termination or reduction to Wheaton and, if, within such sixty (60) day period, Wheaton notifies Grandcru in writing that it wishes to retain all or a portion of the ground proposed to be released, Grandcru will co-operate with the Wheaton Group as necessary to either transfer the concessions proposed to be surrendered to a member of the Wheaton Group, or to permit a member of the Wheaton Group to apply for a new concession or concessions in the name of a member of the Wheaton Group covering all or a portion of the ground released from the exiting concession(s).

Following the surrender or reduction of the concession(s) as contemplated hereby and in accordance with the provisions set forth herein, Grandcru will have no further obligations to the Wheaton Group, and the Wheaton Group will have no obligations to Grandcru, with respect to the surrendered or released ground.

18.Adjustment to Share Issuances

Upon the occurrence of any one or more events involving the capital reorganization, consolidation, subdivision or reclassification of the common shares in the capital of Grandcru, or the merger, amalgamation or other corporate combination of Grandcru with one or more other entities, or of any other events in which new securities of any kind or nature are issued or delivered in exchange for the common shares in the capital stock of Grandcru as constituted on the date hereof (“Fundamental Changes”) then, at the time of any issuance of any Grandcru shares pursuant to this agreement taking place after such Fundamental Change, and in lieu of issuing and delivering the Grandcru shares which, but for such Fundamental Change and this provision, would have been issued and delivered, Grandcru (or its successor) will issue and/or deliver instead such number of new securities as would have been issued and/or delivered to Wheaton as a result of the Fundamental Change in exchange for those Grandcru shares which

16

Wheaton would have held if such issuance had occurred prior to the occurrence of the Fundamental Change.

19.Confidentiality

All information with respect to the Property generated pursuant to this agreement will be held in confidence, subject to the right of any party to release any such information as required by applicable law or the rules, regulations, bylaws and listing agreements of any stock exchange upon which the shares of a party are listed. If a party (or any of its affiliates) proposes to issue a press release or other public disclosure, it will provide a copy of such disclosure to the other party not less than two (2) business days prior to the proposed release, filing or dissemination thereof, and such party will have the right to review and provide comments on any such disclosure to the disclosing party. The disclosing parry is obligated to consider all such comments in good faith.

20.Default

If any party hereto defaults in the performance of any of its obligations hereunder, the party affected by such default may give notice to the defaulting party, and if the defaulting parry does not cure such default within:

(a)in the case of a default involving the payment of monies, (5) business days,

(b)in the case of any other default, thirty (30) days,

after receipt of such notice, the affected party may take any action on account of such default, including seeking damages, specific performance or an injunction or the termination of this agreement, provided that if any such default (other than with respect to the payment of monies) is, by its nature, not able to be cured within a thirty (30) day period, and the party in default commences reasonable steps to begin to cure such default within the thirty (30) day period specified in subparagraph (b), such party will be allowed such additional time (not exceeding one hundred and twenty (120) days) as may be reasonably required to cure such default so long as it assiduously proceeds with the curing of such default during such period.

21.Governing Law

This agreement will be governed by and interpreted in accordance with the laws of British Columbia and those of Canada applicable therein.

22.Formal Agreement

The parties will use their best efforts to settle and execute formal documentation as necessary to give effect to this agreement in Mexico within a period of one hundred and twenty (120) days following the Acceptance Date, such formal documentation to reflect the terms and conditions of this letter together with such additional terms and conditions as are typical of option and joint venture agreements of this nature and will reflect a structure among the parties indicated to be the most beneficial by the parties’ Canadian and Mexican legal and tax advisers, but this agreement is not subject to the settlement and execution of such formal documentation

17

and is a binding agreement upon acceptance hereof by Grandcru. If there are disputes with respect to the form of such formal documentation, the matter will be referred to arbitration in accordance with paragraph 23.

23.Arbitration

Any dispute, controversy or claim arising out of or relating to this agreement, the breach, termination or invalidity of it, any deadlock or inability of the parties to agree on a course of action to be taken hereunder, or the failure of the parties to settle the shareholders’ agreement referred to in paragraph 9 and subparagraph 13(b) or the formal agreement referred to in paragraph 22, will be referred to and finally resolved by arbitration in accordance with the “Procedures for Cases under the BCICAC Rules” of the British Columbia International Commercial Arbitration Centre (“BCICAC”), which will administer the arbitration case in accordance with such rules. If the parties cannot agree on an arbitrator within fifteen (15) days of the matter being referred to arbitration, then the BCICAC will appoint an arbitrator. The place of arbitration will be Vancouver, British Columbia, Canada and the language used in the arbitral proceeding will be English. The arbitrator’s fees, and the other costs of the arbitration, will be paid by the loosing party, subject to the contrary decision of the arbitrator.

24.Force Majeure

No party will be liable for its failure to perform any of its obligations under this agreement due to a cause beyond its control (except those caused by its own lack of funds) (each an “Intervening Event”) including, but not limited to, acts of God, fire, flood, explosion, strikes, lockouts or other industrial disturbances, laws, rules and regulations or orders of any duly constituted governmental authority, excessive delays in obtaining, or the refusal to issue, any required permits or licenses, or non-availability of materials, supplies, labour or transportation. All time limits imposed by this agreement will be extended by a period equivalent to the period of delay resulting from an Intervening Event. A party relying on force majeure will take all reasonable steps to eliminate an Intervening Event and, if possible, will perform its obligations under this agreement as far as practical, but nothing herein will require such party to settle or adjust any labour dispute or to question or to test the validity of any law, rule, regulation or order of any duly constituted governmental authority.

25.Covenant by Grandcru to Assign Interest to Mexican Subsidiary

Grandcru covenants and agrees with the Wheaton Group that it will, within six (6) months of the Closing Date, assign all its rights in and to the Property to a wholly owned Mexican subsidiary of Grandcru (at which time such subsidiary will become a signatory to this agreement).

26.Regulatory Acceptance

This agreement is subject to the acceptance for filing hereof by the TSX Venture Exchange on behalf of Grandcru, and Grandcru covenants and agrees that it will promptly submit this agreement to the TSX Venture Exchange, requesting such acceptance, and will submit all required documentation and materials and otherwise use its best efforts to secure such acceptance and, in that regard, comply promptly with all conditions that may be imposed by the

18

TSX Venture Exchange as a condition of obtaining such acceptance. If such acceptance is not obtained by Grandcru within forty-five (45) days of the execution hereof by all of the members of the Wheaton Group, Wheaton may terminate this agreement by notice to that effect to Grandcru, and thereupon no party will have any further obligation or liability to the others arising out of the provisions of this agreement.

[Rest of page left blank intentionally]

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1f the foregoing correctly sets forth the agreement reached among us, kindly, acknowledge this by signing and returning a copy of this letter on or before the close of business in Vancouver, B.C. on the business day following the date hereof, whereupon a binding legal agreement will be in effect between us and we will instruct our solicitors to prepare the necessary formal documentation following TSX Venture Exchange acceptance hereof on behalf of Grandcru.

Yours very truly,

WHEATON: RIVER MINERALS LTD.

Per:	/s/ Peter Barnes
	Peter Barnes
	Executive Vice-President

LUISMIN, S.A. DE. C.V.

Per:	/s/ Eduardo Luna
	Eduardo Luna,
	President

MINAS DE SAN LUIS S.A. DE. C.V.

Per:	/s/ Eduardo Luna
	Eduardo Luna,
	President

We, Grandcru Resources Corporation, hereby acknowledge and confirm the foregoing sets forth our understanding and agree to the foregoing terms and conditions as legally binding upon us as of this 29^th day of October, 2004.

GRANDCRU RESOURCES CORPORATION

Per:	/s/ Glen Zinn
	Glen Zinn
	President and C.E.O.

[Appended schedules omitted]

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SCHEDULE “C”

TAXES OWING ON PROPERTY

As at August 31, 2007

CLAIM NAME	TITLE NUMBER	OWED IN PESOS		OWED IN US DOLLARS (APPROX.)
Norma	177858	$	253,760.00	$	23,388.00
San Manuel	188187	$	94,844.00	$	8,741.00
El Padre Santo	196148	$	84,752.00	$	7,811.00
Santo Niño	211513	$	47,168.00	$	4,347.00
El Faisán	211471	$	2,810.00	$	259.00
Patricia	212775	$	21,131.00	$	1,948.00
Martha I	213234	$	37,601.00	$	3,466.00
San Pedro	212753	$	8,293.00	$	764.00
San Pablo	1212752	$	9,034.00	$	833.00
Nueva Esperanza	184912	$	55,936.00	$	5,155.00
San Miguel	185761	$	19,919.00	$	1,836.00
TOTAL		$	663,049.00	$	58,548.00

CLAIM NAME	TITLE NUMBER	OWED IN PESOS		OWED IN US DOLLARS (APPROX.)
Los Reyes Fracc. Oeste	210703	$	1,259.00	$	116.00
Los Reyes Fracc. Sur	212758	$	0.00	$	0.00
Los Reyes Dos	214131	$	29.00	$	3.00
Los Reyes Tres	214302	$	298.00	$	27.00
Los Reyes Cuatro	217757	$	32.00	$	3.00
Los Reyes Cinco	216632	$	10,625.00	$	979.00
Los Reyes Seis	225122	$	17.00	$	2.00
Los Reyes Ocho	226037	$	7.00	$	1.00
TOTAL		$	12,267.00	$	1,131.00

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SCHEDULE “D”

CONTRACT OF ASSIGNMENT (SECTION 3(a))

CONTRACT OF ASSIGNMENT OF RIGHTS ENTERED INTO BY AND BETWEEN, AS A FIRST PARTY, MINERA REINA ISABEL, S.A. DE C.V. (HEREINAFTER IDENTIFIED AS THE “ASSIGNOR”), REPRESENTED HEREIN BY MR. JORGE OGARRIO KALB; AND, AS A SECOND PARTY, MINERA PAREDONES AMARILLOS, S.A. DE C.V. (HEREINAFTER IDENTIFIED AS THE “ASSIGNEE”), REPRESENTED HEREIN BY MR. JUAN EUGENIO PIZARRO-SUÁREZ VERGARA-LOPE, IN ACCORDANCE WITH THE FOLLOWING STATEMENTS AND CLAUSES:

S T A T E M E N T S

I.The ASSIGNOR hereby declares through its representative:

1.That it is a Mexican mining company incorporated in accordance with the laws of the United Mexican States, as it is evidenced in the public instrument number 43,517, dated December 15, 1999, granted before Mr. Adrián Rogelio Iturbide Galindo, Notary Public number 139 for Mexico City, Federal District, recorded in the Federal Taxpayers’ Registry under code       -            -      ; duly registered with the Public Registry of Commerce of its corporate domicile, under folio number                   , and also recorded at the Public Registry of Mining, under number       , at page        of volume                of the Book of Mining Companies and that, in accordance with its corporate purpose it has the legal capacity to hold mining concessions as well as to enter into contracts which subject matter are rights deriving from said concessions.

2.That the representative of the ASSIGNOR has enough authority to act in the name and on behalf of his principal, obligating the latter pursuant to the terms and conditions of this Contract, as it is evidenced in the public instrument number 124,968, dated February 27, 2007, granted before Mr. Ignacio Soto Borja y Anda; Notary Public number 129 for Mexico City Federal District; which authority has not been revoked, limited nor modified in any manner whatsoever as of the date of execution of this Contract.

3.That the ASSIGNOR is the only holder of the rights deriving from the mining concessions covering the mining lots named: “NORMA”, title 177858; “SAN MANUEL”, title 188187; “EL PADRE SANTO”, title 196148; “SANTO NIÑO”, title 211513; “EL FAISAN”, title 211471; “PATRICIA”, title 212775; “MARTHA I”, title 213234; “SAN PEDRO”, title 212753; “SAN PABLO”, title 212752; “NUEVA ESPERANZA”, title 184912; and, “SAN MIGUEL”, title 185761 (hereinafter jointly identified as the “LOTS”), which identification data are the following:

a)“NORMA”, mining concession, title 177858, issued on April 29, 1986, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 150.0000 hectares, recorded under number 598, page 150, volume 240 of the Book of Mining Concessions of the Public Registry of Mining;

b)“SAN MANUEL”, mining concession, title 188187, issued on November 22, 1990, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 55.7681 hectares, recorded under number 447, page 113, volume 257 of the Book of Mining Concessions of the Public Registry of Mining;

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c)“EL PADRE SANTO”, mining concession, title 196148, issued on July 16, 1993, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 50.0000 hectares, recorded under number 8, page 4, volume 271 of the Book of Mining Concessions of the Public Registry of Mining;

d)“SANTO NIÑO”, mining concession, formerly covered by title 186089 and currently covered by title 211513, issued on May 31, 2000, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 44.0549 hectares, recorded under number 253, page 127, volume 313 of the Book of Mining Concessions of the Public Registry of Mining;

e)“EL FAISAN”, mining concession, formerly covered by title 186088 and currently covered by title 211471, issued on May 31, 2000, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 2.6113 hectares, recorded under number 211, page 106, volume 313 of the Book of Mining Concessions of the Public Registry of Mining;

f)“PATRICIA”, mining concession, formerly covered by title 192854 and currently covered by title 212775, issued on January 31, 2001, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 26.2182 hectares, recorded under number 75, page 38, volume 317 of the Book of Mining Concessions of the Public Registry of Mining;

g)“MARTHA I”, mining concession, formerly covered by title 200768 and currently covered by title 213234, issued on April 9, 2001, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 46.6801 hectares, recorded under number 174, page 87, volume 318 of the Book of Mining Concessions of the Public Registry of Mining;

h)“SAN PEDRO”, mining concession, formerly covered by title 188275 and currently covered by title 212753, issued on November 21, 2000, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 9.0000 hectares, recorded under number 53, page 27, volume 317 of the Book of Mining Concessions of the Public Registry of Mining;

i)“SAN PABLO”, mining concession, formerly covered by title 168615 and currently covered by title 212752, issued on November 21, 2000, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 11.1980 hectares, recorded under number 52, page 26, volume 317 of the Book of Mining Concessions of the Public Registry of Mining;

j)“NUEVA ESPERANZA”, mining concession, title 184912, issued on December 6, 1989, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 33.0000 hectares, recorded under number 332, page 84, volume 251 of the Book of Mining Concessions of the Public Registry of Mining; and,

k)“SAN MIGUEL, mining concession, title 185761, issued on December 14, 1989, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 11.7455 hectares, recorded under

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number 741, page 186, volume 252 of the Book of Mining Concessions of the Public Registry of Mining.

4.That since the ASSIGNOR does not hold mining concessions which total surface exceeds of 1,000 (one thousand) hectares, pursuant to that set forth by the Mining Law and its Regulations it has no obligation to file reports of proof of assessment works in respect of the LOTS and, therefore, is considered as current in the fulfillment of this obligation, in terms of the applicable legal provisions.

5.That in respect of the obligation to pay mining duties (surface taxes) every semester, the ASSIGNOR acknowledges it is in arrears as it is shown in the list attached hereto as Exhibit II, and therefore the ASSIGNOR agrees that, as part of the consideration for this transfer, the ASSIGNEE assumes the obligation to cover said total amount of back taxes to the Mexican competent authorities, as required.

Notwithstanding that mentioned in the preceding paragraph, the ASSIGNOR further declares it has not received any official communication from the Mexican mining authorities, whereby it has been notified that the mining concessions covering the LOTS are subject to a cancellation procedure for that particular reason and, therefore, the mining concessions covering the LOTS continue in full force and effect as of the date hereof.

6.That the monuments indicating the location of the starting point of each one of the LOTS, are well preserved and built in the terms of the Mining Law and its Regulations and maintained in the same place previously approved by the mining authorities.

7.That with respect to the mining activities carried out within the LOTS as of the date hereof, the ASSIGNOR declares that it is in full compliance with the laws and regulations related to labor, tax and environmental matters; likewise, to the best of the ASSIGNOR’s knowledge:

(i)The conditions in respect of the LOTS and of the activities carried out therein are in full compliance with the applicable environmental laws and regulations, including but not limited to the storage and disposal of waste materials;

(ii)There are no current orders or requirements related to environmental matters whereby any restoration, work, construction or expenses with respect to the LOTS and to the operations related thereto have been requested, nor has the ASSIGNOR received any notice related to the foregoing, nor is aware of the existence of any basis under which such orders or requirements could be issued; and

(iii)The mining concessions covering the LOTS are not located within a Natural Protected Area or Environmental Reserve whatsoever, whether federal or local, nor has the ASSIGNOR received any communication informing the ASSIGNOR on the possibility of the creation of a reserve of said nature over the area where the LOTS are located.

The ASSIGNOR also declares that, to the extent required, all of the authorizations needed to carry out works within the LOTS prior to the date of execution of this Contract were duly and timely obtained, including the authorization from the owners or holders of the surface lands where the LOTS are located; therefore, as of the date of execution of this document, no environmental contingency, nor of any other nature exists, which may hinder the validity of said mining concessions or that may involve or affect the ASSIGNEE in any manner.

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8.That all the rights deriving from the mining concessions covering the LOTS are free of any liens, encumbrances, burdens, claims, lawsuits and limitations of domain of any nature, and that to the date of execution of this document, the ASSIGNOR has not entered into any contract still in effect, nor will enter into any contract, nor it has performed, nor will perform, any act with respect to the LOTS, which could encumber, burden or limit, in any manner whatsoever, the rights that it has over the abovementioned mining concessions; therefore, the ASSIGNOR guaranties the existence, validity and availability of the rights referred to herein, stating that it has clear and clean title to the concessions covering the LOTS.

9.That the LOTS are free and clear of the obligation to pay royalties of any kind to any third party, including the NSR Royalty agreed in favor of Compañía Minera Mariposa, S.A. de C.V., by means of certain contract entered into on October 25, 1996, among said company and Minera Sierra Pacífico, S.A. de C.V.

10.That the execution of this Contract by the ASSIGNOR does not constitute a breach of any obligation among its shareholders nor of any obligations between the ASSIGNOR and any third party, either contractual or legal, therefore, the ASSIGNOR may freely dispose of the rights deriving from the mining concessions covering the LOTS and transfer the same to the ASSIGNEE.

11.That based on all the foregoing, the ASSIGNOR hereby wishes to enter into this Contract in order to transfer to the ASSIGNEE all of the rights deriving from the mining concessions covering the LOTS, in the terms and conditions set forth herein.

II.The ASSIGNEE hereby declares through its representative:

1.That it is a Mexican mining company incorporated in accordance with the laws of the United Mexican States, as it is evidenced in the public instrument number 96,009, dated August 21, 1984, granted before Mr. Fausto Rico Alvarez, Notary Public number 6 for the Federal District and duly recorded with the Public Registry of Commerce of said City under folio number 72662, registered with the Federal Taxpayer’s Registry under code MPA-840821-2Z0 and also recorded at the Public Registry of Mining, under number 231, at page 179 of volume XXVI of the Book of Mining Companies and that, according to its corporate purpose, it has the legal capacity to hold mining concessions as well as to enter into contracts which subject matter are rights deriving from said concessions.

2.That the representative of the ASSIGNEE has enough authority to act in the name and on behalf of its principal, obligating the latter under the terms and conditions of this Contract, as it is evidenced in the public instrument number 206, dated May 17, 2006, granted before Mr. Guillermo Aarón Vigil Chapa, Notary Public number 247 for Mexico City, Federal District; which authority, as of the date of execution of this document, has not been revoked, limited nor modified in any manner whatsoever.

3.That the ASSIGNEE wishes to enter into this Contract, in order to acquire from the ASSIGNOR all of the rights deriving from the mining concessions covering the LOTS, under the terms and conditions set forth in this document.

Given the foregoing declarations, the parties agree on the following:

D-4

C L A U S E S

FIRST.Purpose.The ASSIGNOR hereby transfers to the ASSIGNEE all of the rights deriving from the mining concessions covering the LOTS, which identification data are specified in subparagraphs a) through k) of statement  I.3 of this Contract, in the understanding that this transfer of rights to the ASSIGNEE is being effected without any reserve or limitation of any nature whatsoever and free and clear of any liens, encumbrances, burdens, claims, lawsuits, mortgages, attachments or ownership limitations of any nature whatsoever, including but not limited to third party rights of any kind, debts (except for the outstanding mining duties described in declaration I.5 of this document), restrictions either contractual or legal, royalties and contingencies or liabilities not disclosed or revealed in writing by the ASSIGNOR to the ASSIGNEE.

This Assignment of Rights is valid and effective in the terms of this Contract and pursuant to that set forth in the Mining Law, its Regulations and any other applicable legal provisions.

SECOND.Consideration.The consideration that the parties have agreed for the assignment of all the rights deriving from the mining concessions covering the LOTS subject matter of this Contract, and which the ASSIGNEE shall pay to the ASSIGNOR on the date of execution and ratification of this Contract before a Mexican Notary Public, is the total amount of $10,000.00 U.S.Cy (Ten thousand dollars 00/100 lawful currency of the United States of America), plus the corresponding Value Added Tax (15%). Additionally, the ASSIGNEE hereby undertakes the obligation to cover the outstanding mining duties (back taxes) mentioned in the document attached hereto as Exhibit II to the Mexican competent authorities, as required.

Upon receiving the aforesaid consideration, the ASSIGNOR hereby grants to the ASSIGNEE the broadest discharge with respect to said amount, and simultaneously delivers to the ASSIGNEE the respective invoice that should comply with each and all the tax requirements, pursuant to that set forth in the Mexican applicable legal provisions.

THIRD.Other Obligations.The ASSIGNEE shall be responsible for complying with each and all obligations, contingencies or requirements deriving from the activities to be carried out within the LOTS as from the date of execution and ratification of this Contract of before a Notary Public by both parties, which include -among others- the payment of the outstanding mining duties, as well as the payment of the mining duties as from the second semester of 2007.

The ASSIGNOR shall be responsible for any obligations, claims, complaints, contingencies or requirements that may derive from any acts performed in respect of the LOTS and activities that had been carried out within the LOTS prior to the execution and ratification of this Contract before a Notary Public.

In line with that stated in declaration I.9 of this Contract and also that stated in the preceding paragraph, the ASSIGNOR hereby undertakes to hold the ASSIGNEE free and harmless from any and all claims, liabilities or legal actions that could be initiated against the ASSIGNEE by any third party that may claim to have a right arising prior to the date hereof, to receive any kinds of royalties in respect of minerals produced and sold from the LOTS.

D-5

Furthermore, the ASSIGNOR hereby undertakes to indemnify the ASSIGNEE in the event the ASSIGNEE should disburse any amount to defend any claim, liability or legal action initiated against the ASSIGNEE by any third party that may claim to have a right arising prior to the date hereof, to receive any kinds of royalties in respect of minerals produced and sold from the LOTS, as well as  to indemnify the ASSIGNEE for any amount the ASSIGNEE had been obliged to pay on such concept by a competent authority.

FOURTH.Expenses, Fees and Taxes.Each party shall be responsible of complying with the tax obligations corresponding to each one of them, in accordance with that set forth in the applicable legal provisions.

Each party shall also be responsible for payment of their own expenses, including legal and accounting fees, in connection with the execution of this Contract; the above, except for the notarial fees deriving from the ratification of this Contract before a Notary Public and the duties for the filing of this Contract before the Public Registry of Mining, which shall be borne by the ASSIGNEE.

FIFTH.Formalities.The parties ratify before a Mexican Notary Public the content and signatures of this Contract and, for the purposes of that mentioned in the first paragraph of article 23 of the Mining Law, the ASSIGNEE expressly obligates itself to request the registration of this Contract in the Public Registry of Mining, pursuant to that set forth in the Mining Law and its Regulations.

SIXTH.Domiciles.All the notices to be made among the parties pursuant to this Contract shall be in writing, delivered in an authentic manner at their domiciles and, for such purpose, the parties designate the following domiciles:

THE ASSIGNOR:		THE ASSIGNEE:
Minera Reina Isabel, S.A. de C.V.		Minera Paredones Amarillos, S.A. de C.V.
Av. Constituyentes No. 345 - 7º piso		Sonora No. 760
Col. Daniel Garza		Col. Pueblo Nuevo
C.P.             México, D.F.	C.P 23060 La Paz, B.C.S.
Att’n: Mr. Jorge Ogarrio Kalb		Att’n: Mr. Gonzalo Zavala

Any change of domicile or of representative shall be notified in writing, delivered in an authentic manner. Notwithstanding the foregoing, should any party not notify the other of any change of domicile, it shall be understood that all notices delivered at the last domicile designated shall be valid for all legal purposes.

SEVENTH.Warranty of Title.Pursuant to that set forth in the Mexican laws, the ASSIGNOR shall indemnify the ASSIGNEE for any and all damages it may suffer in the event the ASSIGNEE is totally or partially dispossessed by due process of law, of the rights on the LOTS hereby transferred to the ASSIGNEE.

EIGHTH.Absence of Injury.Notwithstanding the legal nature of this Contract, the parties expressly declare that no injury derives from the covenants contained in this document and, even in case it might exist, they expressly waive the right to request the relative nullity referred to in articles 2228 and 2239 of the Civil Code for the Federal District, and the correlative articles of the Federal Civil Code and the correlative articles of the Civil Codes of all of the States of the United Mexican States.

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NINTH.Applicable Laws and Jurisdiction.This Contract which is entered into in terms of that provided in the last paragraph of article 23 of the Mining Law and article 78 of the Commerce Code, is of a mercantile nature; therefore, for all that is not expressly agreed herein and for the interpretation of and compliance with, this Contract, the Mining Law, its Regulations and the Commerce Code shall apply, and for all that is not provided in the abovementioned laws the Federal Civil Code shall apply, as suppletory law.

All disputes arising out, deriving from or in connection with, this Contract, shall be finally and definitively settled by arbitration, under the Rules of Arbitration of the International Chamber of Commerce (ICC), by one or three arbitrators appointed in accordance with the said Rules.

The laws applicable to the subject matter will be those mentioned in the first paragraph of this clause and any other legal provisions resulting applicable in the United Mexican States.

The place of arbitration will be Mexico City, Federal District, and the language to carry out the arbitration procedure will be Spanish; however, the parties may enter or file before the arbitrator(s) documents either in English or Spanish, as they were originally drafted and exchanged between them, therefore, the arbitrator or arbitrators should have broad knowledge of both languages. The award to be issued by the sole arbitrator or the arbitral court will be definitive; therefore, the parties expressly waive the right to file any subsequent recourse or remedy against said award.

TENTH.Official Version.Given that this Contract will have legal effects in the United Mexican States, the parties agree that if English and Spanish versions of this Contract are prepared only for the benefit of the parties, the final version of this Contract executed in Spanish and ratified before a Mexican Notary Public shall prevail for all legal purposes.

Having read this document, the parties ratify same in its entirety and sign it on                         , 2007, in the City of Mexico City, Federal District.

THE ASSIGNOR	THE ASSIGNEE
MINERA REINA ISABEL, S.A. DE C.V.	MINERA PAREDONES AMARILLOS,
	S.A. DE C.V.
Jorge Ogarrio Kalb	Juan E. Pizarro-Suárez V.L.
Attorney-in-fact	Attorney-in-fact

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SCHEDULE “E”

PURCHASE AND TERMINATION AGREEMENT

THIS AGREEMENT dated for reference the 19th day of December, 2007

AMONG:KLAUS GENSSLER, businessman of 26 Farnham Park Drive, Houston, Texas, U.S.A., 77024, GENSSLER INVESTMENT PARTNERSHIP, LLP, a Florida Limited Liability Partnership, having an office at 2602 Juniper Court, Palm City, Florida, U.S.A., 34990, DOUGLAS D. FOOTE, businessman of 2653 Stout Street, Denver, Colorado, U.S.A., 80205 and SYNERGEX GROUP LIMITED PARTNERSHIP, a Delaware Limited Partnership, having an office at 19 Cobb Island Drive, Greenwich, Connecticut, U.S.A., 06830

(hereinafter collectively referred to as the “SM Group”)

AND:GRANDCRU RESOURCES CORPORATION, a body corporate duly incorporated and existing under the laws of the Province of British Columbia, Canada and having an office at Suite 1780-400 Burrard Street, Vancouver, British Columbia, Canada, V6C 3A6

(“Grandcru”)

AND:MINERA PAREDONES AMARILLOS, S.A. DE C.V., a body corporate duly incorporated and existing under the laws of the United Mexican States and having an office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, U.S.A., 80127.

(“MPA”)

AND:VISTA GOLD CORP., a body corporate duly incorporated and existing under the laws of the Yukon Territory, Canada and having an office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, U.S.A., 80127

(“Vista” and together with the SM Group, Grandcru and MPA, the “Parties”)

WHEREAS:

A.Grandcru and Vista have entered into a letter agreement dated December 19, 2007 (the “Purchase Agreement”), pursuant to which, among other things, Grandcru has agreed to terminate and relinquish all of its title to and interests in the mining concessions set out in Appendix A attached hereto (the “San Miguel Concessions”), upon the terms and conditions set forth in the Purchase Agreement;

B.The SM Group and Minera GRC, S.A. de C.V. (“Minera GRC”) entered into an option agreement dated for reference the 24^th day of February 2004 (the “Option Agreement”);

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C.The SM Group and Grandcru entered into an agreement of guarantee dated for reference the 24^th day of February 2004 (the “Agreement of Guarantee”) pursuant to which Grandcru irrevocably and unconditionally guaranteed to the SM Group the full and timely performance by Minera GRC of each and every obligation of Minera GRC under the Option Agreement;

D.the Agreement of Guarantee and the Option Agreement contemplate that Minera GRC is a body corporate incorporated under the laws of the United Mexican States and is a subsidiary of Grandcru, nonetheless, Minera GRC, to the best of the knowledge of Grandcru, has never been incorporated under the laws of the United Mexican States and is not a subsidiary of Grandcru and as a result, Grandcru is obligated under the Agreement of Guarantee to perform Minera GRC’s obligations under the Option Agreement; and

E.in connection with the Purchase Agreement, Grandcru and the SM Group wish to terminate the Option Agreement and the Agreement of Guarantee and Vista wishes to purchase, through its Mexican subsidiary MPA, and the SM Group wish to sell, through Minera Reina Isabel, S.A. de C.V. (“MRI”), a Mexican company, to Vista, through its Mexican subsidiary, MPA, the San Miguel Concessions subject to the terms and conditions contained in this agreement.

NOW, THEREFORE in consideration of the mutual covenants and premises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto covenant and agree as follows:

1.Representations and Warranties of the SM Group.

1.1The SM Group represents and warrants to Vista and MPA that to the best of its knowledge, information and belief, without making any other inquiries or otherwise undertaking any investigation:

(a)no person other than MRI and the SM Group has any interest in any of the mining concessions comprised in the San Miguel Concessions (as set forth in Appendix A attached hereto) or production therefrom derived by, through or under the SM Group or Compañía Minera Mariposa, S.A. de C.V.; and

(b)there has been no material violation of the applicable mining, labour, environmental and taxation laws in the course of operations on the San Miguel Concessions, other than the failure to pay certain taxes or concession fees, or both.

1.2The SM Group represents and warrants to Vista and MPA that it has the full right and authority to enter into this agreement and to cause MRI to transfer to Vista or MPA all of SM Group’s right, title and working interest in and to the San Miguel Concessions in accordance with the provisions contained herein.

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2.Representation and Warranty and Indemnity of the San Miguel Group and of Grandcru.Grandcru and the SM Group represent and warrant to Vista and to MPA that the San Miguel Concessions are free and clear from the net smelter return royalty agreed to on October 25, 1996 in favor of Compañía Minera Mariposa, S.A. de C.V. (the “1996 NSR Royalty”) and each of Grandcru and the SM Group, jointly and severally, hold Vista and MPA free and harmless from any and all claims that could be initiated against Vista, MPA and their successors and assigns, by any party that may claim to be holder of the 1996 NSR Royalty and to indemnify, Vista, MPA and their affiliates, successors and assigns, and their directors, officers, employees, agents and attorneys from and against all costs, expenses, damages or liabilities, including attorneys’ fees and other costs of litigation (either threatened or pending) arising out of any claim in any way related or connected to an attempt to enforce the 1996 NSR Royalty.

3.Purchase and Sale. The SM Group hereby agrees to sell, through MRI, and Vista hereby agrees to purchase, through its Mexican subsidiary, MPA, on the Closing Date (as defined in the Purchase Agreement) (the “Effective Date”), all of the rights, title and interest of the SM Group and MRI in and to the San Miguel Concessions and all interest in minerals or mineral tenures, or any rights or options to acquire any such interest(s) in consideration for: (i) US$75,000 payable in cash to the SM Group on the Effective Date, and (ii) the grant to the SM Group of a net smelter return royalty (the “NSR”) with respect to the production of minerals from the San Miguel Concessions, as described in Appendix B attached hereto. For greater certainty, a breach of, failure of or inaccuracy in any one or more of the declarations, representations or warranties in the Contract of Assignment entered into, or to be entered into, between MRI and MPA will not effect the valid and binding nature of this Agreement (including the NSR).

4.Net Smelter Return Royalty Buy-Down.

4.1The SM Group hereby grants to Vista and MPA the right to buy up to a 100% interest in the NSR by making a one time payment to the SM Group at any time. The amount of the payment required to purchase the entire NSR shall be US$1,000,000. If a lesser percentage of the NSR is to be purchased, the US$1,000,000 payment shall be pro rated accordingly. For example, if one half of the NSR is intended to be purchased, the required purchase price shall be one half of US$1,000,000.

4.2On exercise of the buy-down granted in subsection 4.1, the Parties shall execute all such documentation as may be reasonably required to complete the same.

5.Costs and Fees. Each Party shall be responsible for payment of its own expenses, including legal and accounting fees, in connection with the execution of this Agreement and the transactions contemplated hereby, whether or not such transactions are completed.

6.Termination of the Option Agreement and the Agreement of Guaranty:  Each of Grandcru, on its own behalf and on behalf of Minera GRC, and the SM Group acknowledge and agree

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that effective as of the Effective Date, the Option Agreement and the Agreement of Guarantee are terminated, without any further act or formality, and the Option Agreement and the Agreement of Guarantee are of no further force or effect as of such date.

7.Assignment:  Vista may not transfer or assign its interest in the San Miguel Concessions, unless it has obtained the prior written consent of the SM Group, which consent will not be unreasonably withheld.

8.Further Assurances:  Each of the Parties shall at all times hereafter execute and deliver, at the request of another Party, all such further documents and instruments and shall do and perform all such further acts as may be reasonably required by that other Party to give full effect to the intent and meaning of this Agreement.

9.Binding Effect:  This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns.

10.Time of Essence:  Time shall be of the essence of this Agreement.

11.Governing Law:  This Agreement shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

12.Counterparts:  This Agreement may be executed by the parties and transmitted by facsimile or other electronic means, and if so executed and transmitted, this Agreement will be for all purposes as effective as if the parties had delivered an executed original Agreement. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same document.

IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

	GENSSLER INVESTMENT PARTNERSHIP LLP
	By:
KLAUS GENSSLER		General Partner
	SYNERGEX GROUP LIMITED PARTNERSHIP
	By:
DOUGLAS D. FOOTE		General Partner

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GRANDCRU RESOURCES CORPORATION		MINERA PAREDONES AMARILLOS, S.A. DE C.V.
By:		By:
	W. Glen Zinn, President and CEO		Howard Harlan, Legal Representative
VISTA GOLD CORP.
By:
	Howard Harlan, Vice President, Business Development

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APPENDIX A

SAN MIGUEL CONCESSIONS

Claim Name	Title Number	Surface Area
Norma	177858	150.0000 hectares
San Manuel	188187	55.7681 hectares
El Padre Santo	196148	50.0000 hectares
Santo Niño	211513	44.0549 hectares
El Faisan	211471	2.6113 hectares
Patricia	212775	26.2182 hectares
Martha I	213234	46.6801 hectares
San Pedro	212753	9.0000 hectares
San Pablo	212752	11.1980 hectares
Nueva Esperanza	184912	33.0000 hectares
San Miguel	185761	11.7455 hectares

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APPENDIX B

NSR

MPA shall pay to the SM Group a NSR equal to two per cent (2%) of the Net Value of all ores, minerals, metals, and materials mined and removed from the San Miguel Concessions and sold or deemed to have been sold by or for MPA or MPA’s designee. The NSR shall be paid to the members of the SM Group in the following proportions:  Synergex Group Limited Partnership 45.25%, Genssler Investment Partnership LLP 22.625%, Klaus Genssler 22.625% and Douglas D. Foote 9.5%. Vista guarantees the timely and full payment by MPA of the NSR to the SM Group. The obligation to pay NSR shall accrue upon the outturn of refined metals meeting the requirements of the specified published price to the account of MPA or MPA’s designee (or to a third party account for the benefit of MPA or MPA’s designee) or the sooner sale of unrefined metals, dore, concentrates, ores or other mineral products or materials as hereinafter provided.

a.As used herein. Net Value means the Gross Value (as defined below) of such ores, minerals, metals or materials, less:

1.all costs, charges and expenses paid or incurred by MPA or MPA’s designee with respect to products of such ores, minerals or materials for treatment in the smelting and refining processes (including handling, processing, and provisional settlement fees, representation costs, penalties, and other processor deductions);

2.all costs, charges and expenses paid or incurred by MPA or MPA’s designee for transportation (including freight, insurance, security, transaction taxes, handling, port, demurrage, delay, and forwarding expenses incurred by reason of or in the course of such transportation) of ores, minerals, concentrates or other products or materials from the San Miguel Concessions to the place of smelting and refinery treatment and then to the place of sale; and

3.sales, use, severance, net proceeds of mine, and ad valorem taxes and any other tax on or measured by mineral production from the San Miguel Concessions or the value of such production (other than income taxes).

b.As used herein, Gross Value shall have the following meanings for the following categories of metals, minerals, minerals products and other materials produced from the San Miguel Concessions and sold or deemed sold by MPA or MPA’s designee, calculated each calendar month:

1.If MPA or MPA’s designee causes refined gold meeting or exceeding generally accepted commercial standards for the sale of refined gold (it being understood that the specification for refined gold published by the London Bullion Market Association presently meets such standards) to be produced from ores mined from the San Miguel Concessions, for purposes of determining the NSR the refined gold shall be deemed to have been sold at the Monthly Average Gold Price (as defined below) for the calendar month in which it was produced, and the Gross Value shall be determined by multiplying Gold Production (as defined below) during the calendar month by the Monthly Average Gold Price. As used herein, Gold Production means the quantity of refined gold outturned to MPA’s or MPA’s designee’s pool account (or to a third party account for the benefit of MPA or MPA’s designee) during the calendar month by an independent third-party refinery for gold produced from the San Miguel Concessions on either a provisional or final settlement basis. As used herein, Monthly Average Gold Price means the

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average London Bullion Market Association P.M. Gold Fix, calculated by dividing the sum of all such prices reported for the calendar month by the number of days in the month for which such prices were reported.

2.If MPA or MPA’s designee causes refined silver meeting or exceeding generally accepted commercial standards for the sale of refined silver (it being understood that the specification for refined silver published by Handy & Harman presently meets such standards) to be produced from ore mined from the San Miguel Concessions, for purposes of determining the NSR the refined silver shall be deemed to have been sold at the Monthly Average Silver Price (as defined below) for the calendar month in which it was produced, and the Gross Value shall be determined by multiplying Silver Production (as defined below) during the calendar month by the Monthly Average Silver Price. As used herein, Silver Production means the quantity of refined silver out turned to MPA’s or MPA’s designee’s pool account (or to a third party account for the benefit of MPA or MPA’s designee) during the calendar month by an independent third-party refinery for silver produced from the San Miguel Concessions on either a provisional or final settlement basis. As used herein, Monthly Average Silver Price means the average London Bullion Market Association daily Silver Fix, calculated by dividing the sum of all such prices reported for the calendar month by the number of days in the month for which such prices were reported.

3.If MPA or MPA’s designee causes refined or processed metals other than refined gold and silver to be produced from ores mined from the San Miguel Concessions, for purposes of determining the NSR the refined or processed metal shall be deemed to have been sold at the Monthly Average Metal Price (as defined below) for such metal for the calendar month in which it was produced, and the Gross Value shall be determined by multiplying Other Metal Production (as defined below) of such metal during the calendar month by the Monthly Average Metal Price for such metal. As used herein, “Other Metal Production” means the quantity of a metal outturned to MPA’s or MPA’s designee’s pool account (or to a third-party account for the benefit of MPA or MPA’s designee) during the calendar month by an independent third-party refinery for such metal produced from the San Miguel Concessions on either a provisional or final settlement basis. As used herein, Monthly Average Metal Price means the average price of such metal for immediate delivery in an established North American market or on the London Metal Exchange, as selected by MPA or MPA’s designee, as published in Metals Week or a similar publication, calculated by dividing the sum of all such prices reported for such metal for the calendar month by the number of days in the month for which such prices were reported.

4.If MPA or MPA’s designee sells raw ores principally valuable for their precious metals content or concentrates of precious metals or dore produced from ores mined from the San Miguel Concessions, then the Gross Value shall be calculated as set forth above in Paragraphs b.l, b.2, and b.3 except that the Gold Production, Silver Production or Other Metal Production shall, in each case, be equal to the gold, silver and other metals contained in such raw ores, concentrates or dore sold in the calendar month multiplied by (i) the recovery rate contractually determined between MPA or MPA’s designee and an independent third-party processor or (ii) if there is not a specifically contracted recovery rate, then by an assumed recovery rate equal to the average recovery rate for such metal during beneficiation of such ores by an independent third-party processor for the latest calendar quarter ended prior to such calendar month in which ores, concentrates or dore from the San Miguel Concessions were beneficiated, and in the event that such ores have not been so beneficiated during any such calendar quarter, the recovery rate shall be the actual recovery rate experienced by the independent third-party purchaser of such ores, concentrates or dore.

5.In the event that MPA or MPA’s designee sells other raw ores, concentrates, other products produced from ores, or other materials mined or produced from the San Miguel Concessions, then the Gross Value shall be equal to the amount of the proceeds actually received by MPA or MPA’s designee during the calendar month from the sale of the same in an arms-length transaction with an independent

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third party. If the sale transaction is not an arms-length transaction with an independent third party, then the Gross Value shall be equal to the amount of the proceeds that would have been received in a bona fide arms-length transaction with an independent third party.

c.MPA or MPA’s designee shall have the right to mix or commingle, at any location and either underground or at the surface, any ores, metals, minerals, mineral products or other materials from the San Miguel Concessions with any ores, metals, minerals, mineral products or other materials from other lands, provided that MPA or MPA’s designee shall determine the weight and volume of, and shall sample and analyze the sample of all such ores, metals, minerals, mineral products and other materials before the same are mixed or commingled. Any such determination of weight and volume, sampling and analysis shall be done in accordance with practices and procedures generally accepted as sound throughout the North American mining industry. The weight or volume (as appropriate) so determined and the analysis results shall be used as the basis to calculate that portion of the refined gold, silver, other metals, raw ores, concentrates, other products produced from ores, or other materials from or constituting the portion of the mixed or commingled materials which constitutes Gold Production, Silver Production, Other Metal Production, or other raw ores, concentrates, other products produced from ores or other materials on which a NSR is due under this Appendix B. A sealed split of each sample and a copy of the record of the weight and volume determination, analysis procedure and analysis results shall be maintained by MPA or MPA’s designee for the period of time provided in paragraph (h), below, for the SM Group to have audited the accounts and records of MPA or MPA’s designee pertaining to the material contained in the sample. The SM Group may itself inspect or cause to be inspected such determination and analysis records and may require the sealed sample to be sent for analysis by an independent laboratory selected by the independent auditor provided for in paragraph (h). The independent laboratory results shall be determinative and the cost of analysis shall be borne on the same basis as provided for audit costs in paragraph (h).

d.Where outturn of refined metals is made by an independent third-party refinery on a provisional basis, the Gross Proceeds shall be based upon the amount of refined metal credited by such provisional settlement, but shall be adjusted in subsequent statements to account for the amount of refined metal established by final settlement by the refinery.

e.The SM Group acknowledges that the purpose of paragraphs b.1, 2 and 3 above is to pay the SM Group a NSR on the basis of the value of the refined gold, silver and other refined or processed metals produced from ores mined from the San Miguel Concessions as established by the London Bullion Market Association P.M. Gold Fix for gold, the average London Bullion Market Association daily Silver Fix for silver, and the North American or London Metal Exchange published price in Metals Week for any other metal subject to royalty on a published price basis, regardless of the price or proceeds actually received by MPA or MPA’s designee or any affiliate for or in connection with such metal, or the manner in which a sale of refined metal to a third party is made by MPA or any affiliate. The SM Group further acknowledges that MPA or MPA’s designee or any affiliate shall have the right to market and sell or refrain from selling refined gold and silver and other refined or processed metal produced from the San Miguel Concessions in any manner it may elect, and that MPA or MPA’s designee and its or their affiliates shall have the right to engage in forward sales, futures trading or commodity options trading, and other price hedging, price protection, and speculative arrangements (“Trading Activities”) which may involve the possible delivery of gold or silver or other metals produced from the San Miguel Concessions. The SM Group specifically acknowledges and agrees that the NSR shall not apply to, and the SM Group shall not be entitled to participate in, the proceeds generated by MPA or MPA’s designee or its or their affiliates in Trading Activities or in the actual marketing or sales of refined gold and silver and other metals. MPA and MPA’s designee shall not be entitled to deduct from Gross Proceeds any losses suffered by MPA or MPA’s designee or its or their affiliates in Trading Activities in determining the Net Proceeds of any refined or processed metal subject to the NSR.

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f.NSR payments shall become due and payable quarterly on the last day of the month next following the end of the calendar quarter in which the same accrued. NSR payments shall be accompanied by a statement showing in reasonable detail on a calendar month basis the quantities and grades of the refined metals, dore, concentrates, other mineral products, ores or other materials produced from the San Miguel Concessions and sold or deemed sold by MPA or MPA’s designee in the preceding calendar quarter; the date of outturn or sale; the monthly average price determined as provided above for refined or processed metals on which NSR is due; the proceeds of sale for other mineral products or other materials on which NSR is due under paragraph b.5, above; deductions applied to derive Net Value from Gross Value; and other pertinent information in sufficient detail to explain the calculation of the NSR payment.

g.Quarterly royalty statements shall also list the quantity and quality of any gold or silver dore which has been retained as inventory for more than sixty (60) days. The SM Group shall have fifteen (15) days after receipt of the statement to either (1) request that the dore be deemed sold as provided in paragraphs b.1, 2 and 3, above, as of the fifteenth day after receipt of such statement utilizing the mine weights and assays for such dore and utilizing a deemed charge for all deductions specified in paragraph a. above, which shall be based upon the most recent charges to MPA or MPA’s designee for such services by an unaffiliated third party, or (2) elect to wait until the time that refined gold or silver or other refined or processed metal from such dore is actually outturned to MPA or MPA’s designee or such dore is sooner sold by MPA or MPA’s designee. The failure of the SM Group to respond within such time shall be deemed to be an election under (2) above. No NSR shall be due with respect to stockpiles of ores or concentrates unless and until such ores or concentrates actually are sold.

h.All NSR payments shall be considered final and in full satisfaction of all obligations of MPA with respect thereto, unless the SM Group gives MPA written notice describing and setting forth a specific objection to the determination thereof within one hundred twenty (120) days after receipt by the SM Group of the quarterly royalty statement. If the SM Group objects to a particular quarterly statement as herein provided, the SM Group shall, for a period of sixty (60) days after MPA’s receipt of notice, and at a reasonable time, have the right to have accounts and records of MPA’s or MPA’s designee or both relating to the calculation of the NSR in question audited by a certified public accountant reasonably acceptable to the SM Group and to MPA, and MPA shall cooperate in such audit in every way reasonably requested by the auditor. Any internationally recognized major accounting firm proposed by the SM Group and not having performed work for either party within the 18 months prior to such proposal shall be deemed mutually acceptable. If such audit determines that there has been a deficiency or an excess in the payment made to the SM Group, such deficiency or excess shall be resolved by adjusting the next quarterly NSR payment due hereunder, or by prompt payment by the party owing money in the event there are no further, or insufficient, future NSR payments. The SM Group shall pay all costs of such audit unless a deficiency of five percent or more of the amount due to the SM Group is determined to exist. MPA shall pay all costs of such audit if a deficiency of five percent or more of the amount due to the SM Group is determined to exist. All books and records used by MPA or MPA’s designee to calculate Production Royalties due hereunder shall be kept in accordance with United States or Canadian generally accepted accounting principles consistently applied. Failure on the part of the SM Group to make claim on MPA for adjustment in such 120-day period shall establish conclusively for all purposes the correctness of that quarterly royalty statement.

i.All NSR payments shall be made to the SM Group in United States Dollars at the address for notices to the SM Group. Each payment shall be deemed made if a check drawn on a U.S. bank or a U.S. funds bank draft issued by a Canadian Chartered Bank or a U.S. funds bank draft issued by a principal Mexican commercial bank in the amount payable is dispatched to each of the respective members of the SM Group by recognized international courier service on or before the date the payment

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is to be made and such check or bank draft is honored in due course when presented to the bank upon which it is drawn.

j.All acts and omissions by MPA’s designee in respect of the subject matter of this Appendix B shall be deemed to be acts and omissions of MPA.

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SCHEDULE “F”

CONTRACT OF ASSIGNMENT (SECTION 3(c))

CONTRACT OF ASSIGNMENT OF RIGHTS ENTERED INTO BY AND BETWEEN, AS A FIRST PARTY, DESARROLLOS MINEROS SAN LUIS, S.A. DE C.V. (HEREINAFTER IDENTIFIED AS THE “ASSIGNOR”), REPRESENTED HEREIN BY MR.                                            ; AND, AS A SECOND PARTY, MINERA PAREDONES AMARILLOS, S.A. DE C.V. (HEREINAFTER IDENTIFIED AS THE “ASSIGNEE”), REPRESENTED HEREIN BY MR.                                          , IN ACCORDANCE WITH THE FOLLOWING STATEMENTS AND CLAUSES:

S T A T E M E N T S

I.The ASSIGNOR hereby declares through its representative:

1.That it is a Mexican mining company incorporated and existing in accordance with the laws of the United Mexican States, as it is evidenced in the public instrument number 73,194 dated July 26, 2005, granted before Mr. Miguel Alessio Robles Notary Public number 19 for the City of Mexico, Federal District, recorded in the Federal Taxpayers’ Registry under code DMS-050731-LX7 duly registered with the Public Registry of Commerce of its corporate domicile, under folio number 338774 and also recorded at the Public Registry of Mining, under number 303, at page 152 of volume 38 of the Book of Mining Companies and that, in accordance with its corporate purpose it has the legal capacity and no restrictions whatsoever to hold mining concessions as well as to enter into contracts which subject matter are rights deriving from said concessions.

2.That the representative of the ASSIGNOR has enough authority to act in the name and on behalf of his principal, obligating the latter pursuant to the terms and conditions of this Contract, as it is evidenced in the public instrument number             , dated                   ,         , granted before Mr.                                ; Notary Public number        for the City of                                 ; which authority has not been revoked, limited nor modified in any manner whatsoever as of the date of execution of this Contract.

3.That the ASSIGNOR is the only holder of the rights deriving from the mining concessions covering the mining lots named: “LOS REYES FRACCIÓN NORTE”, title 212757; “LOS REYES FRACCIÓN SUR”, title 212758; “LOS REYES FRACCIÓN OESTE”, title 210703; “LOS REYES DOS”, title 214131; “LOS REYES TRES”, title 214302; “LOS REYES CUATRO”, title 217757; “LOS REYES CINCO”, title 216632; “LOS REYES SEIS”, title 225122; “LOS REYES SIETE”, title 225123; and “LOS REYES 8”, title 226037 (hereinafter jointly identified as the “San Luis Concessions”), which identification data are the following:

a)“LOS REYES FRACCIÓN NORTE”, mining concession, title 212757, issued on November 22, 2000, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 1,334.4710 hectares, recorded under number 57, page 29, volume 317 of the Book of Mining Concessions of the Public Registry of Mining;

b)“LOS REYES FRACCIÓN SUR”, mining concession, title 212758, issued on November 22, 2000, located in the Municipality of Cosalá, State of Sinaloa, with a surface of

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598.0985 hectares, recorded under number 58, page 29, volume 317 of the Book of Mining Concessions of the Public Registry of Mining;

c)“LOS REYES FRACCIÓN OESTE”, mining concession, title 210703, issued on November 18, 1999, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 476.9373 hectares, recorded under number 163, page 82, volume 311 of the Book of Mining Concessions of the Public Registry of Mining;

d)“LOS REYES DOS”, mining concession, title 214131, issued on August 10, 2001, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 17.3662 hectares, recorded under number 351, page 176, volume 320 of the Book of Mining Concessions of the Public Registry of Mining;

e)“LOS REYES TRES”, mining concession, title 214302, issued on September 6, 2001, located in the Municipality of Tamazula, State of Durango, with a surface of 197.0000 hectares, recorded under number 162, page 81, volume 321 of the Book of Mining Concessions of the Public Registry of Mining;

f)“LOS REYES CUATRO”, mining concession, title 217757, issued on August 13, 2002, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 11.1640 hectares, recorded under number 17, page 9, volume 331 of the Book of Mining Concessions of the Public Registry of Mining;

g)“LOS REYES CINCO”, mining concession, title 216632, issued on May 17, 2002, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 319.9852 hectares, recorded under number 332, page 166, volume 327 of the Book of Mining Concessions of the Public Registry of Mining;

h)“LOS REYES SEIS”, mining concession, title 225122, issued on July 22, 2005, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 427.6609 hectares, recorded under number 182, page 91, volume 351 of the Book of Mining Concessions of the Public Registry of Mining;

i)“LOS REYES SIETE”, mining concession, title 225123, issued on July 22, 2005, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 4.8206 hectares, recorded under number 183, page 92, volume 351 of the Book of Mining Concessions of the Public Registry of Mining; and

j)“LOS REYES 8”, mining concession, title 226037, issued on November 15, 2005, located in the Municipality of Cosalá, State of Sinaloa, with a surface of 9.0000 hectares, recorded under number 17, page 9, volume 354 of the Book of Mining Concessions of the Public Registry of Mining.

Attached hereto, as Exhibit I, are the originals of the titles of mining concession covering each one of the San Luis Concessions described in subparagraphs a) through j) of this declaration.

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4.That the ASSIGNOR is current in the compliance of the obligation consisting of the filing with the General Direction of Mines of the reports of proof of assessment works carried out within the San Luis Concessions, as it has had the obligation to do so, according to the date of issuance of each one of the titles of mining concession covering said lots. Attached hereto, as Exhibit II are copies of the aforesaid reports of proof of assessment works filed since the date of issuance of each one of the titles of mining concession covering the San Luis Concessions including those filed in the year of 2007.

5.That in respect of the obligation to pay mining duties (surface taxes) every semester, the ASSIGNOR acknowledges it is in arrears as it is shown in the list attached hereto as Exhibit III, which adds to the amount of $12,267.00 Mex. Cy. (twelve thousand two hundred and sixty seven pesos 00/100 Mex. Cy.), and therefore the ASSIGNOR agrees said total amount of back taxes indicated therein is completely deducted from the purchase price to be paid by the ASSIGNEE for this transfer, in order for the ASSIGNEE to cover said amounts to the Mexican competent authorities, as required.

Notwithstanding that mentioned in the preceding paragraph, the ASSIGNOR further declares it has not received any official communication from the Mexican mining authorities, whereby it has been notified that the mining concessions covering the San Luis Concessions are subject to a cancellation procedure for that particular reason and, therefore, the mining concessions covering the San Luis Concessions continue in full force and effect as of the date hereof.

6.That the monuments indicating the location of the starting point of each one of the San Luis Concessions, are well preserved and built in the terms of the Mining Law and its Regulations and maintained in the same place previously approved by the mining authorities.

7.That with respect to the mining activities carried out within the San Luis Concessions as of the date hereof, the ASSIGNOR declares that it is in full compliance with the laws and regulations related to labor, tax and environmental matters; likewise, to the best of the ASSIGNOR’s  knowledge:

(i)The conditions in respect of the San Luis Concessions and of the activities carried out therein are in full compliance with the applicable environmental laws and regulations, including but not limited to the storage and disposal of waste materials;

(ii)There are no current orders or requirements related to environmental matters whereby any restoration, work, construction or expenses with respect to the San Luis Concessions and to the operations related thereto have been requested, nor has the ASSIGNOR received any notice related to the foregoing, nor is aware of the existence of any basis under which such orders or requirements could be issued; and

(iii)The mining concessions covering the San Luis Concessions are not located within a Natural Protected Area or Environmental Reserve whatsoever, whether federal or local, nor has the ASSIGNOR received any communication informing the ASSIGNOR on the possibility of the creation of a reserve of said nature over the area where the San Luis Concessions are located.

The ASSIGNOR also declares that, to the extent required, all of the authorizations needed to carry out works within the San Luis Concessions prior to the date of execution of this Contract were duly and timely obtained, including the authorization from the owners or holders of the

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surface lands where the San Luis Concessions are located; therefore, as of the date of execution of this document, no environmental contingency, nor of any other nature exists, which may hinder the validity of said mining concessions or that may involve or affect the ASSIGNEE in any manner.

8.That except for that stated in the following declaration, in relation to a royalty agreed in favor of Corporación Turística Sanluis, S.A. de C.V., all the rights deriving from the mining concessions covering the San Luis Concessions are free of any liens, encumbrances, burdens, claims, royalties, lawsuits and limitations of domain of any nature, and that to the date of execution of this document, the ASSIGNOR has not entered into any contract still in effect, nor will enter into any contract, nor it has performed, nor will perform, any act with respect to the San Luis Concessions, which could encumber, burden or limit, in any manner whatsoever, the rights that it has over the abovementioned mining concessions; therefore, the ASSIGNOR guaranties the existence, validity and availability of the rights referred to herein, stating that it has clear and clean title to the concessions covering the San Luis Concessions.

9.That pursuant to an agreement dated June 19, 2002 among Corporación Turística Sanluis, S.A. de C.V., Luismin, S.A. de C.V. and Minas de San Luis, S.A. de C.V. (since assigned to the ASSIGNOR by virtue of the spin-off of Minas de San Luis, S.A. de C.V.), the parties agreed that the San Luis Concessions (except for “LOS REYES SEIS”, title 225122 and “LOS REYES SIETE”, title 225123) are subject only to a 3% (three percent) net smelter return royalty (the “Underlying Royalty”) payable to Corporación Turística Sanluis, S.A. de C.V. and, therefore, in view of the transfer contemplated herein the ASSIGNEE should subrogate itself in the obligation to pay said Underlying Royalty to Corporación Turística Sanluis, S.A. de C.V., and to any other obligation mentioned in the same Agreement, releasing the ASSIGNOR hereby and compelling itself to be liable and responsible for any complaint regarding the aforementioned.

10.That the execution of this Contract by the ASSIGNOR does not constitute a breach of any obligation among its shareholders nor of any obligations between the ASSIGNOR and any third party, either contractual or legal, therefore, the ASSIGNOR may freely dispose of the rights deriving from the mining concessions covering the San Luis Concessions and transfer the same to the ASSIGNEE.

11.That this Agreement arises from several agreements entered into in order to carry-out the assignment mentioned in this Agreement, that is to say, that this Agreement together with the foregoing and subsequent agreements shall form globally the assignment resolutions agreed among the parties, among Goldcorp/Luismin and Vista Gold, and among any of their subsidiaries or related companies.

12.That based on all the foregoing, the ASSIGNOR hereby wishes to enter into this Contract in order to transfer to the ASSIGNEE all of the rights deriving from the mining concessions covering the San Luis Concessions, in the terms and conditions set forth herein.

II.The ASSIGNEE hereby declares through its representative:

1.That it is a Mexican mining company incorporated and existing in accordance with the laws of the United Mexican States, as it is evidenced in the public instrument number 96,009, dated August 21, 1984, granted before Mr. Fausto Rico Alvarez, Notary Public number 6 for the Federal District and duly recorded with the Public Registry of Commerce of said City under folio

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number 72662, registered with the Federal Taxpayer’s Registry under code MPA-840821-2Z0 and also recorded at the Public Registry of Mining, under number 231, at page 179 of volume XXVI of the Book of Mining Companies and that, according to its corporate purpose, it has the legal capacity to hold mining concessions as well as to enter into contracts which subject matter are rights deriving from said concessions.

2.That the representative of the ASSIGNEE has enough authority to act in the name and on behalf of its principal, obligating the latter under the terms and conditions of this Contract, as it is evidenced in the public instrument number             , dated               ,         , granted before Mr.                                         , Notary Public number        for the Federal District; which authority, as of the date of execution of this document, has not been revoked, limited nor modified in any manner whatsoever.

3.That the ASSIGNEE is the only holder of the rights deriving from the mining concessions covering the mining lots named: “LA VICTORIA”, title 210803; “PROLONGACIÓN DEL RECUERDO”, title 210497; “PROLONGACIÓN DEL RECUERDO DOS”, title 209397; “ARCELIA ISABEL”, title 193499; and, “DOLORES”, title 180909 (hereinafter jointly identified as the “Gaitán Concessions”), and the ASSIGNEE is in the process of acquiring from a third party all of the rights deriving from the mining concessions covering the following lots:  “NORMA”, title 177858; “SAN MANUEL”, title 188187; “EL PADRE SANTO”, title 196148; “SANTO NIÑO”, title 211513; “EL FAISAN”, title 211471; “PATRICIA”, title 212775; “MARTHA I”, title 213234; “SAN PEDRO”, title 212753; “SAN PABLO”, title 212752; “NUEVA ESPERANZA”, title 184912; and, “SAN MIGUEL”,  title 185761(hereinafter jointly identified as the “San Miguel Group Concessions”), with respect which the ASSIGNEE wishes to grant to the ASSIGNOR a right to receive a royalty in the terms and conditions set forth herein.

4.That the ASSIGNEE wishes to enter into this Contract, in order to acquire from the ASSIGNOR all of the rights deriving from the San Luis Concessions, under the terms and conditions set forth in this document.

5.That the ASSIGNEE adopts in which it corresponds, the content of statements 4, 5, 6, 10 and 11 of the foregoing section I.

Given the foregoing declarations, the parties agree on the following:

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C L A U S E S

FIRST.Purpose.The ASSIGNOR hereby transfers to the ASSIGNEE all of the rights deriving from the mining concessions covering the San Luis Concessions, which identification data are specified in subparagraphs a) through j) of statement I.3 of this Contract, in the understanding that this transfer of rights to the ASSIGNEE is being effected without any reserve or limitation of any nature whatsoever and free and clear of any liens, encumbrances, burdens, claims, lawsuits, mortgages, attachments or ownership limitations of any nature whatsoever, including but not limited to third party rights of any kind, debts (except for the outstanding mining duties described in declaration I.5 of this document), restrictions either contractual or legal, royalties (except for the Underlying Royalty described in declaration I.9) and contingencies or liabilities not disclosed or revealed by the ASSIGNOR to the ASSIGNEE.

This Assignment of Rights is valid and effective in the terms of this Contract and pursuant to that set forth in the Mining Law, its Regulations and any other applicable legal provisions.

SECOND.Consideration.The consideration that the parties have agreed for the assignment of rights subject matter of this Contract, and which the ASSIGNEE shall pay to the ASSIGNOR is as follows:

a)A royalty equivalent to 1% (one percent) of the net smelter returns (“NSR”) to be obtained from gold, silver and other minerals produced and sold from the San Luis Concessions and from the San Miguel Group Concessions; and,

b)A royalty equivalent to 2% (two percent) or 3% (three percent) of the NSR to be obtained from gold, silver and other minerals produced and sold from the Gaitán Concessions, depending on the gold price (the (spot) market prices of gold during the relevant time period, as announced by the London Bullion Houses (Second Fixing)) according to the following schedule:

Gold Price: US$/oz	Percent (%) NSR payable to ASSIGNOR
$499.99 or less	2.00	%
$500.00 and above	3.00	%

The abovementioned NSR Royalty shall be calculated, paid and received pursuant to other terms and conditions set forth in the document attached hereto as Exhibit IV.

THIRD.Subrogation in respect of the Underlying Royalty.   The ASSIGNEE hereby subrogates itself in the obligation of paying the Underlying Royalty described in declaration I.9  of this Contract to Corporación Turística Sanluis, S.A. de C.V., consisting of a 3% (three percent) NSR to be obtained from gold, silver and other minerals produced and sold from the San Luis Concessions (except for the lots “LOS REYES SEIS”, title 225122 and “LOS REYES SIETE”, title 225123 with respect to which said Underlying Royalty shall not apply); being understood that this Underlying Royalty shall also be calculated, paid and received pursuant to the terms and conditions set forth in the document attached hereto as Exhibit IV.

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FOURTH.Other Obligations.The ASSIGNEE shall be responsible for complying with each and all obligations, contingencies or requirements deriving from the activities to be carried out within the San Luis Concessions as from the date of execution and ratification of this Contract before a Notary Public by both parties, which include -among others- the obligation to pay the outstanding mining duties determined on the San Luis Concessions.

The ASSIGNOR shall be responsible for complying with each and all obligations, claims, complaints, contingencies or requirements that may derive from any acts or activities performed in respect of the San Luis Concessions prior to the execution and ratification of this Contract before a Notary.

FIFTH.Expenses, Fees and Taxes.Each party shall be responsible of complying with the tax obligations corresponding to each one of them, in accordance with that set forth in the applicable legal provisions.

Each party shall also be responsible for payment of their own expenses, including legal and accounting fees, in connection with the execution of this Contract; the above, except for the notarial fees deriving from the ratification of this Contract before a Notary Public and the duties for the filing of this Contract before the Public Registry of Mining, which shall be borne by the ASSIGNEE.

SIXTHFormalities.The parties agree hereby to ratify before a Mexican Notary Public the content and signatures of this Contract and, for the purposes of that mentioned in the first paragraph of article 23 of the Mining Law, and the ASSIGNEE expressly obligates itself to request the registration of this Contract in the Public Registry of Mining, pursuant to that set forth in the Mining Law and its Regulations.

SEVENTH.Domiciles.All the notices to be made among the parties pursuant to this Contract shall be in writing, delivered at their domiciles and, for such purpose, the parties designate the following domiciles:

THE ASSIGNOR:	THE ASSIGNEE:
Desarrollos Mineros San Luis, S.A de C.V.	Minera Paredones Amarillos, S.A. de C.V.
Pino Suárez 308 Ote.	Sonora No 760
Col. Centro	Col. Pueblo Nuevo
34000, Durango, Dgo.	23060 La Paz, B.C.S.
Att’n: Mr.	Att’n: Mr. Gonzalo Zavala

Any change of domicile or of representative shall be notified in writing, delivered in an authentic manner. Notwithstanding the foregoing, should any party not notify the other of any change of domicile, it shall be understood that all notices delivered at the last domicile designated shall be valid for all legal purposes.

EIGHTH.Warranty of Title.Pursuant to that set forth in the Mexican laws, the ASSIGNOR shall indemnify the ASSIGNEE for any and all damages it may suffer in the event the ASSIGNEE is totally or partially dispossessed by due process of law, of the rights on the

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San Luis Concessions hereby transferred to the ASSIGNEE, in the event that the abovementioned dispossession arises from an omission of that mentioned in this Agreement or from a misrepresentation of the ASSIGNOR that would have induced the ASSIGNOR to a mistake or error.

NINTH.Absence of Injury.Notwithstanding the legal nature of this Contract, the parties expressly declare that no injury derives from the covenants contained in this document and, even in case it might exist, they expressly waive the right to request the relative nullity referred to in articles 2228 and 2239 of the Civil Code for the Federal District, and the correlative articles of the Federal Civil Code and the correlative articles of the Civil Codes of all of the States of the United Mexican States.

TENTH.Applicable Laws and Jurisdiction.This Contract which is entered into in terms of that provided in the last paragraph of article 23 of the Mining Law and article 78 of the Commerce Code, is of a mercantile nature; therefore, for all that is not expressly agreed herein and for the interpretation of and compliance with, this Contract, the Mining Law, its Regulations and the Commerce Code shall apply, and for all that is not provided in the abovementioned laws the Federal Civil Code shall apply, as suppletory law.

All disputes arising out, deriving from or in connection with, this Contract, shall be finally and definitively settled in arbitration, under the Rules of Arbitration of the International Chamber of Commerce (ICC), by one or three arbitrators appointed in accordance with the said Rules.

The laws applicable to the subject matter will be those mentioned in the first paragraph of this clause and any other legal provisions resulting applicable in the United Mexican States.

The place of arbitration will be México City, Federal District, and the language to carry out the arbitration procedure will be Spanish; however, the parties may enter or file before the arbitrator(s) documents either in English or Spanish, as they were originally drafted and exchanged between them, therefore, the arbitrator or arbitrators should have broad knowledge of both languages. The award to be issued by the sole arbitrator or by the arbitral court will be definitive; therefore, the parties expressly waive the right to file any subsequent recourse or remedy against said award.

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ELEVENTH.Official Version.Given that this Contract will have legal effects in the United Mexican States, the parties agree that if English and Spanish versions of this Contract are prepared only for the benefit of the parties, the final version of this Contract executed in Spanish and ratified before a Mexican Notary Public shall prevail for all legal purposes.

Having read this document, the parties ratify same in its entirety and sign it on                         , 2007, in the City of                         ,                             .

THE ASSIGNOR	THE ASSIGNEE
DESARROLLOS MINEROS SAN LUIS,	MINERA PAREDONES AMARILLOS,
S.A. DE C.V.	S.A. DE C.V.
Name:	Name:
Position:	Position:

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SCHEDULE “G”

TERMINATION AND PURCHASE AGREEMENT

THIS AGREEMENT made as of the 21st day of December, 2007

AMONG:GOLDCORP INC., a body corporate incorporated under the laws of the Province of Ontario, Canada and having an office at Suite 3400 - 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8 (“Goldcorp”), LUISMIN, S.A. de C.V., a body corporate incorporated under the laws of the United Mexican States and having an office at Pino Suarez 308 OTE, Col. Centro, C.P. 34000, Durango, Dgo., Mexico (“Luismin”), and DESARROLLOS MINEROS SAN LUIS, S.A. DE C.V., a body corporate incorporated under the laws of the United Mexican States and having an office at Pino Suarez 308 OTE, Col. Centro, C.P. 34000, Durango, Dgo., Mexico (“DMSL”)

(Goldcorp, Luismin and DMSL are collectively referred to as the “Luismin Group”)

AND:GRANDCRU RESOURCES CORPORATION, a body corporate incorporated under the laws of the Province of British Columbia, Canada and having an office at Suite 1780-400 Burrard Street, Vancouver, British Columbia, Canada, V6C 3A6

(“Grandcru”)

AND:MINERA PAREDONES AMARILLOS, S.A. DE C.V., a body corporate incorporated under the laws of the United Mexican States and having an office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, U.S.A., 80127

(“MPA”)

AND:VISTA GOLD CORP., a body corporate incorporated under the laws of the Yukon Territory, Canada and having an office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, U.S.A., 80127

(“Vista” and together with the Luismin Group, Grandcru and MPA, are collectively referred to as the “Parties”)

WHEREAS:

A.Grandcru and Vista entered into a letter agreement dated December 19, 2007 (the “Purchase Agreement”), pursuant to which, among other things, Grandcru agreed to sell all of its title to and interests in the mining concessions set out in Appendix A attached hereto (collectively, the “San Luis Concessions”), to Vista upon the terms and conditions set forth in the Purchase Agreement;

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B.Wheaton River Minerals Ltd. (subsequently amalgamated and now called Goldcorp Inc.), Luismin and Minas de San Luis, S.A. de C.V. (“Sanluis”) (since assigned to DMSL) entered into an agreement with Grandcru dated October 29, 2004 (the “Option Agreement”) pursuant to which, among other things, Grandcru was granted the right, subject to certain terms and conditions, to acquire all of Sanluis’ rights, title to and interest in the San Luis Concessions; and

C.In connection with the Purchase Agreement, Grandcru and the Luismin Group wish to terminate the Option Agreement and Vista wishes to purchase, through MPA, its Mexican subsidiary, and DMSL (the registered holder of the San Luis Concessions) wishes to sell to Vista, all of  DMSL’s rights, title to and interest in the San Luis Concessions, all subject to the terms and conditions contained in this Agreement.

NOW, THEREFORE in consideration of the mutual covenants and premises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto covenant and agree as follows.

1.Purchase and Sale.  DMSL hereby agrees to sell and Vista hereby agrees to purchase, through MPA, on the Closing Date (as defined in the Purchase Agreement) (the “Effective Date”), all of DMSL’s rights, title to and interest in the San Luis Concessions and all interest in minerals or mineral tenures, or any rights or options to acquire any such interest(s), in consideration for the grant to DMSL of a net smelter return royalty, as described in Appendix D attached hereto, with respect to the production of minerals from the San Luis Concessions set out in Appendix A, the mining concession set out in Appendix B (the “Gaitán Concessions”) and the mining concession set out in Appendix C (the “San Miguel Group Concessions”, together with the San Luis Concessions and the Gaitán Concessions, the “Mining Concessions”).

2.Termination of the Option Agreement.  Each of the Parties acknowledge and agree that effective as of the Effective Date, the Option Agreement is terminated, without any further act or formality, and as of such date the Option Agreement is of no further force or effect.

3.Representations and Warranties of Vista and MPA.  Vista and MPA each represent and warrant to the Lusimin Group that:

(a)each of Vista and MPA is a corporation or company duly incorporated, amalgamated or formed, as the case may be, and validly subsisting under the laws of its jurisdiction of incorporation, amalgamation or formation, as the case may be, and is up to date with respect to all of its corporate filings under those laws;

(b)to the best of their knowledge, information and belief, each of the Gaitán Concessions is, validly issued, is registered in the name of MPA in the Public Registry of Mining of Mexico, is presently in good standing, subject to compliance with applicable laws of Mexico in connection therewith, and no person, other than the Mexican government and MPA, has any interest in the Gaitán Concessions or production therefrom, subject only to a 2% net smelter return royalty payable to Sr. Enrique Gaitan Maumejean pursuant to a Data Purchase Production Payment Grant and Option to Purchase Production Payment Agreement dated August 1, 2003 between Enrique Gaitan Maumejean and Vista, which net smelter royalty return may be acquired by Vista at anytime until July 31, 2053, at Vista’s option, for U.S.$1,000,000; and

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(c)each of Vista and MPA has the full right and authority to enter into this Agreement,

4.Representations and Warranties of DMSL.  DMSL represents and warrants to Vista and to MPA that:

(a)on July 26, 2005, Sanluis transferred to DMSL all of its rights, title to and interest in, the San Luis Concessions, as is evidenced in public instruments 73,193 and 73,194 granted on such date and duly recorded in the Public Registry of Mining of Mexico;

(b)DMSL holds 100% of the rights, title to and interest in the San Luis Concessions, subject only to a 3% net smelter return royalty on all of the San Luis Concessions, except the Los Reyes Seis and Los Reyes Siete concessions, payable to Sanluis Corporación (successor by merger to Corporación Turística Sanluis, S.A. de C.V.) (the “Royalty Holder”) pursuant to an agreement dated June 19, 2002 among the Royalty Holder, DMSL and Luismin (the “Underlying Royalty”);

(c)to the best of DMSL’s knowledge, information and belief, each of the mining concessions comprised in the San Luis Concessions and set forth in Appendix A attached hereto is, validly issued, is registered in the name of DMSL in the Public Registry of Mining of Mexico, is presently in good standing, subject to compliance with applicable laws of Mexico in connection therewith, and no person, other than the Mexican government, the Royalty Holder, Grandcru (pursuant to the Option Agreement) and DMSL, has any interest in the San Luis Concessions or production therefrom;

(d)there is no buyout with respect to the Underlying Royalty and the Underlying Royalty does not extend to, and will not apply in respect of, any portion of the Mining Concessions other the San Luis Concessions, except the Los Reyes Seis and Los Reyes Siete concessions (and subsequent tenures in respect thereof);

(e)to the best of DMSL’s knowledge, information and belief, without making any other inquiries or otherwise undertaking any investigation, all operations by or on behalf of Sanluis and DMSL on the San Luis Concessions have been in compliance with all applicable mining, labour, environmental and taxation laws; and

(f)DMSL has the full right and authority to transfer to Vista through its Mexican subsidiary, MPA, a 100% rights, title to and interest in the San Luis Concessions in accordance with the provisions contained herein.

5.Representations and Warranties of the Luismin Group.  Goldcorp, Luismin and DMSL each represent and warrant to Vista and MPA that:

(a)each of Goldcorp, Luismin and DMSL is a corporation or company duly incorporated, amalgamated or formed, as the case may be, and validly subsisting under the laws of its jurisdiction of incorporation, amalgamation or formation, as the case may be, and is up to date with respect to all of its corporate filings under those laws; and

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(b)each of Goldcorp, Luismin and DMSL has the full right and authority to enter into this Agreement.

6.Costs and Fees.  Each Party shall be responsible for payment of its own expenses, including legal and accounting fees, in connection with the execution of this Agreement and the transactions contemplated hereby, whether or not such transactions are completed.

7.Disputes.  Any dispute, whether based on contract, tort, statute, or any other legal or equitable theory, arising out of or relating to:

(a)this Agreement or the relationships which result from this Agreement;

(b)the breach, termination or validity of this Agreement; and

(c)any issue related to this Agreement or its scope, including the scope and validity of this paragraph (a “Dispute”) shall be resolved as follows:

(i)the Parties shall endeavour for a period of two weeks to resolve the Dispute by negotiation, which period may be extended by agreement of the Parties;

(ii)if negotiations are unsuccessful, the Parties shall, at the request of either party, attempt to mediate the Dispute before a mutually acceptable mediator, which mediation shall be completed within three weeks of the request for mediation unless the Parties extend the period in writing;

(iii)if the Dispute is not settled by mediation, the Dispute shall be submitted to binding arbitration in accordance with the Commercial Arbitration Act, 1996 (British Columbia), as amended and the Parties agree as follows:

(A)the arbitration shall be conducted by a single arbitrator appointed as provided in the Commercial Arbitration Act, 1996 (British Columbia), as amended, and such arbitrator shall be experienced in the subject matter of the Dispute;

(B)the arbitration shall be conducted in Vancouver, British Columbia at a location to be selected by the arbitrator;

(C)the arbitrator may provide for such discovery or disclosure of positions, experts, evidence as the arbitrator deems to be prudent and efficient to the arbitration process;

(D)the arbitrator shall issue a written ruling on the Dispute within six months after the submission of the Dispute to arbitration and the prevailing Party shall be entitled to an award of costs and attorneys’ fees unless the arbitrator determines that each Party

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should bear its own costs and share the common costs or arbitration; and

(E)the arbitrator’s decision, including any judgment upon the award rendered by the arbitrator shall be final and binding on the Parties and not subject to appeal or review and may be entered by any court having jurisdiction thereof.

8.Further Assurances.  Each of the Parties shall at all times hereafter execute and deliver, at the request of another Party, all such further documents and instruments and shall do and perform all such further acts as may be reasonably required by that other Party to give full effect to the intent and meaning of this Agreement.

9.Binding Effect and Third Party Beneficiaries.  This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns only and shall not be construed to created third party beneficiary rights in any other party or in any governmental organization or agency.

10.Time of Essence:  Time shall be of the essence of this Agreement.

11.Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

12.Integration.  This Agreement contains the entire understanding of the Parties and supersedes all prior agreements and understandings between the Parties relating to the subject matter hereof.  There are no promises, commitments, obligations, duties or rights of the Parties except as set forth in this Agreement.

13.Counterparts.  This Agreement may be executed by the parties and transmitted by facsimile or other electronic means, and if so executed and transmitted, this Agreement will be for all purposes as effective as if the parties had delivered an executed original Agreement.  This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same document.

IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

GOLDCORP INC.		LUISMIN S.A. DE C.V.
By:		By:
	Name: Anna Tudela		Salvador Garcia
	Title: Corporate Secretary		President

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GOLDCORP INC.
By:
	Name: David Deisley
	Title: Vice President and General Counsel

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DESARROLLOS MINEROS SAN LUIS, S.A. DE C.V.		GRANDCRU RESOURCES CORPORATION
By:		By:
	Salvador Garcia, President		Brian Leeners, Chief Financial Officer

MINERA PAREDONES AMARILLOS, S.A. DE C.V.		VISTA GOLD CORP.
By:		By:
	Howard Harlan, Legal Representative		Howard Harlan, Vice President, Business Development

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APPENDIX A
TO THE TERMINATION AND PURCHASE AGREEMENT

SAN LUIS CONCESSIONS

Claim Name	Title Number	Surface Area
Los Reyes 8	226037	9.0000 hectares
Los Reyes Fracción Oeste	210703	476.9373 hectares
Los Reyes Fracción Norte	212757	1,334.4710 hectares
Los Reyes Fracción Sur	212758	598.0985 hectares
Los Reyes Dos	214131	17.3662 hectares
Los Reyes Tres	214302	197.0000 hectares
Los Reyes Cinco	216632	319.9852 hectares
Los Reyes Cuatro	217757	11.1640 hectares
Los Reyes Seis*	225122	427.6609 hectares
Los Reyes Siete*	225123	4.8206 hectares

Note: * These concessions are not subject to the Underlying Royalty.

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APPENDIX B
TO THE TERMINATION AND PURCHASE AGREEMENT

GAITÁN CONCESSIONS

Claim Name	Title Number	Surface Area
La Victoria	210803	199.8708 hectares
Prolongación del Recuerdo	210497	91.5951 hectares
Prolongación del Recuerdo Dos	209397	26.6798 hectares
Arcelia Isabel	193499	60.3723 hectares
Dolores	180909	222.0385 hectares

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APPENDIX C
TO THE TERMINATION AND PURCHASE AGREEMENT

SAN MIGUEL GROUP CONCESSIONS

Claim Name	Title Number	Surface Area
Norma	177858	150.0000 hectares
San Manuel	188187	55.7681 hectares
El Padre Santo	196148	50.0000 hectares
Santo Niño	211513	44.0549 hectares
El Faisan	211471	2.6113 hectares
Patricia	212775	26.2182 hectares
Martha I	213234	46.6801 hectares
San Pedro	212753	9.0000 hectares
San Pablo	212752	11.1980 hectares
Nueva Esperanza	184912	33.0000 hectares
San Miguel	185761	11.7455 hectares

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APPENDIX D
TO THE TERMINATION AND PURCHASE AGREEMENT

NET SMELTER RETURN ROYALTY

1.Net Smelter Return Royalty

(a)MPA shall pay DMSL a quarterly production royalty equivalent to the following:

1.00 % of the net smelter returns (“NSR”) from gold, silver and other minerals produced and sold from the Mining Concessions described in Appendices A and C attached to the Termination and Purchase Agreement, being the San Luis Concessions and the San Miguel Group Concessions.

2.00 % or 3.00 % of the NSR from gold, silver and other minerals produced and sold from the Mining Concessions described on Appendix C attached hereto, being the Gaitán Concessions, depending upon the average spot market gold price, as announced by the London Bullion Houses (Second Fixing), during the relevant calendar quarter according to the following schedule:

Gold Price: US$ /oz	% NSR payable to DMSL
$499.99 or less	2.00	%
$500.00 and above	3.00	%

For the purposes of the NSR set out herein, NSR shall be determined by multiplying (A) the gross number of troy ounces of gold and silver contained in production (and for minerals other than gold and silver, the gross amount of the particular mineral contained in production) from the applicable Mining Concessions and delivered to the smelter, refiner, processor, purchaser or other recipient of such production during the calendar quarter (B) by the sales price for such gross amount determined in accordance with subsections (b), (c) and (e) below, less, but only to the extent actually incurred and borne by the entity operating the mine or mines on the Mining Concessions (the “Operator”):

(i)all actual charges and costs, including insurance, for transportation of gold, silver or other minerals from the Operator’s processing facilities at or near the Mining Concessions to the place of sale, whether transported by the Operator or a third party;

(ii)all actual charges, costs, deductions, and penalties for treatment, smelting and refining the gold, silver or other minerals (including any umpire charges) after said gold, silver or other minerals leave the Operator’s processing facility at or near the Mining Concessions.  For example, if the Operator produces a gold and/or silver concentrate at its processing facility, it shall be entitled to deduct all charges, costs, deductions, and penalties incurred by it in smelting and refining that concentrate into a final product for sale.  If the Operator produces a gold and/or silver dore at its processing facility, which requires further refining, it shall be entitled to deduct all charges, costs, deductions, and penalties incurred by it in such further refining or processing.  If gold, silver or other minerals are transported, processed, treated, smelted or refined by the Operator or an affiliate of the Operator, the terms of charges, costs, penalties and deductions thereof used for calculating the NSR shall be no less favorable than those which would be extended to a non-affiliate party in an arms-length transaction for

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transportation, treatment, smelting, or refining of a like quantity and quality of such gold, silver or other minerals; and

(iii)severance, production, ad valorem, sales, net proceeds of mine and any other similar taxes or fees on the production of gold, silver or other minerals from the Mining Concessions.

(b)In respect of the sale of gold from the Mining Concessions, the sales price for any calendar quarter shall be calculated using the average of the (spot) market prices of gold during such calendar quarter, as announced by the London Bullion Houses (Second Fixing).

(c)In respect of the sale of silver from the Mining Concessions, the sales price for any calendar quarter shall be calculated using the average of the (spot) market prices of silver during such calendar quarter, as announced by the Hardy & Harmon Noon Silver Quotation.

(d)In the event the Operator does not sell the gold or silver produced from the Mining Concessions during a quarter of production, a “sale” for the purposes of calculating production payments shall be deemed to have occurred on the day the Operator receives a settlement statement from the refiner, setting forth the number of troy ounces of gold and/or silver transferred to the account of the Operator, or an affiliate or agent of the Operator.

(e)In respect of the sale of minerals other than gold and silver from the Mining Concessions, the sales price for any calendar quarter shall be equal to the amount of the proceeds actually received by the Operator during the calendar quarter from the sale of such minerals divided by the total number of units of such minerals sold during the calendar quarter.

(f)If any gold, silver or other minerals from the Mining Concessions are sold for processing or treatment to a mill, smelter, or other processing facility owned or controlled by the Operator (or any subsidiary or affiliate of the Operator) or taken in kind by the Operator, then the sums paid to the Operator shall be deemed to be no less than the sums the Operator would have received if the sale had been to an independent mill, smelter, or processing facility reasonably available to the Operator at the time of delivery.

(g)The parties agree that the Operator and MPA (or Vista) shall have no obligation to account to DMSL for, and DMSL shall have no interest or right of participation in, any profits or proceeds of future contracts, forward sales, hedging or any other similar marketing mechanisms employed by the Operator or MPA (or Vista) or their affiliates, with respect to any gold, silver or other minerals produced from the Mining Concessions.

(h)The Operator shall have the right to commingle the gold, silver or other minerals produced from the Mining Concessions with similar ore or minerals from other properties owned, leased, or controlled by the Operator; provided, however, that before commingling the Operator shall calculate from representative samples the average grade of the gold, silver or other minerals from the Mining Concessions and shall either weigh or volumetrically calculate the number of tons of ore from the Mining Concessions to be commingled.  As upgraded products (such as dore or concentrates) are produced from the commingled gold, silver or other minerals, the Operator shall calculate from representative samples the average percent recovery of such upgraded products produced from the commingled gold, silver or other minerals.  In obtaining representative samples and calculating the average grade of commingled ores and average percentage of recovery, the Operator may use any procedures generally acceptable in the mining and metallurgical industry that the Operator believes to be accurate and cost effective for the type of

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mining and processing activity being conducted.  In addition, comparable procedures may be used by the Operator to apportion among the commingled gold, silver or other minerals any penalty charges imposed by the refiner on commingled gold, silver or other minerals or concentrates.  The records relating to commingled gold, silver or other minerals shall be available for inspection by DMSL, at DMSL’s sole expense, at all reasonable times.

(i)All NSR payments owing to DMSL shall be paid by check or wire transfer in US Dollars or its equivalent in Mexican currency.  DMSL shall be paid NSR payments quarterly, on or before the 30th day of the month following each calendar quarter that the Operator receives proceeds from the sale of gold, silver or other minerals produced from the Mining Concessions.  All NSR payments shall be made to the bank account or address that DMSL specifies in writing to MPA.  DMSL may designate a different account or receiving address to MPA by notice in writing.  In the event of any future division of ownership interest in the NSR payments, payment to a single address or account shall constitute full satisfaction of MPA’s (or Vista’s) obligation to pay NSR payments, and MPA (or Vista) shall be relieved from any responsibility and liability for the future division of disbursements as among more than one payee of the NSR payments.

(j)The Operator shall keep accurate records of gold, silver or other minerals derived and sold from the Mining Concessions and of calculations relative to NSR payments and commingled ore from the Mining Concessions.  NSR payments and adjustments shall be accompanied by a statement of NSR payment calculations, deductions, and adjustments.  Within 180 days following the end of each calendar year, MPA (or Vista) shall furnish DMSL with an audited year-end statement showing the amount of NSR payments paid to DMSL during the year.  All year-end statements shall be conclusively presumed true and correct two years from the date furnished to DMSL, unless within said period DMSL takes written exception.  Upon 30 days prior written notice, DMSL shall be entitled to an annual independent audit of the matters covered by the statement, during normal business hours and at DMSL’s expense, provided it selects for the audit an international accounting firm of recognized standing, at least one of whose members is a member of the American Institute of Certified Public Accountants.

2.Disputes

All Disputes pertaining to the NSR, including but not limited to the calculation or payment of the NSR, the commingling of ore or the procedures used by the Operator to obtain representative samples and calculate the average grade of commingled ores and average percentage of recovery, and the accounting for the NSR under this Appendix D, shall be resolved as provided in the Termination and Purchase Agreement to which this Appendix is appended.

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EX-10.34

Exhibit 10.34

PURCHASE AND TERMINATION AGREEMENT

THIS AGREEMENT dated for reference the 19th day of December, 2007

AMONG:KLAUS GENSSLER, businessman of 26 Farnham Park Drive, Houston, Texas, U.S.A., 77024, GENSSLER INVESTMENT PARTNERSHIP, LLP, a Florida Limited Liability Partnership, having an office at 2602 Juniper Court, Palm City, Florida, U.S.A., 34990, DOUGLAS D. FOOTE, businessman of 2653 Stout Street, Denver, Colorado, U.S.A., 80205 and SYNERGEX GROUP LIMITED PARTNERSHIP, a Delaware Limited Partnership, having an office at 19 Cobb Island Drive, Greenwich, Connecticut, U.S.A., 06830

(hereinafter collectively referred to as the “SM Group”)

AND:GRANDCRU RESOURCES CORPORATION, a body corporate duly incorporated and existing under the laws of the Province of British Columbia, Canada and having an office at Suite 1780-400 Burrard Street, Vancouver, British Columbia, Canada, V6C 3A6

(“Grandcru”)

AND:MINERA PAREDONES AMARILLOS, S.A. DE C.V., a body corporate duly incorporated and existing under the laws of the United Mexican States and having an office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, U.S.A., 80127.

(“MPA”)

AND:VISTA GOLD CORP., a body corporate duly incorporated and existing under the laws of the Yukon Territory, Canada and having an office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, U.S.A., 80127

(“Vista” and together with the SM Group, Grandcru and MPA, the “Parties”)

WHEREAS:

A.            Grandcru and Vista have entered into a letter agreement dated December 19, 2007 (the “Purchase Agreement”), pursuant to which, among other things, Grandcru has agreed to terminate and relinquish all of its title to and interests in the mining concessions set out in Appendix A attached hereto (the “San Miguel Concessions”), upon the terms and conditions set forth in the Purchase Agreement;

B.            The SM Group and Minera GRC, S.A. de C.V. (“Minera GRC”) entered into an option agreement dated for reference the 24^th day of February 2004 (the “Option Agreement”);

C.            The SM Group and Grandcru entered into an agreement of guarantee dated for reference the 24^th day of February 2004 (the “Agreement of Guarantee”) pursuant to which Grandcru irrevocably and unconditionally guaranteed to the SM Group the full and timely performance by Minera GRC of each and every obligation of Minera GRC under the Option Agreement;

D.            the Agreement of Guarantee and the Option Agreement contemplate that Minera GRC is a body corporate incorporated under the laws of the United Mexican States and is a subsidiary of Grandcru, nonetheless, Minera GRC, to the best of the knowledge of Grandcru, has never been incorporated under the laws of the United Mexican States and is not a subsidiary of Grandcru and as a result, Grandcru is obligated under the Agreement of Guarantee to perform Minera GRC’s obligations under the Option Agreement; and

E.             in connection with the Purchase Agreement, Grandcru and the SM Group wish to terminate the Option Agreement and the Agreement of Guarantee and Vista wishes to purchase, through its Mexican subsidiary MPA, and the SM Group wish to sell, through Minera Reina Isabel, S.A. de C.V. (“MRI”), a Mexican company, to Vista, through its Mexican subsidiary, MPA, the San Miguel Concessions subject to the terms and conditions contained in this agreement.

NOW, THEREFORE in consideration of the mutual covenants and premises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto covenant and agree as follows:

1.                          Representations and Warranties of the SM Group.

1.1The SM Group represents and warrants to Vista and MPA that to the best of its knowledge, information and belief, without making any other inquiries or otherwise undertaking any investigation:

(a)no person other than MRI and the SM Group has any interest in any of the mining concessions comprised in the San Miguel Concessions (as set forth in Appendix A attached hereto) or production therefrom derived by, through or under the SM Group or Compañía Minera Mariposa, S.A. de C.V.; and

(b)there has been no material violation of the applicable mining, labour, environmental and taxation laws in the course of operations on the San Miguel Concessions, other than the failure to pay certain taxes or concession fees, or both.

1.2The SM Group represents and warrants to Vista and MPA that it has the full right and authority to enter into this agreement and to cause MRI to transfer to Vista or MPA all of SM Group’s right, title and working interest in and to the San Miguel Concessions in accordance with the provisions contained herein.

2.                             Representation and Warranty and Indemnity of the San Miguel Group and of Grandcru.  Grandcru and the SM Group represent and warrant to Vista and to MPA that the San Miguel Concessions are free and clear from the net smelter return royalty agreed to on October 25, 1996 in favor of Compañía Minera Mariposa, S.A. de C.V. (the “1996 NSR Royalty”) and each of Grandcru and the SM Group, jointly and severally, hold Vista and MPA free and harmless from any and all claims that could be initiated against Vista, MPA and their successors and assigns, by any party that may claim to be holder of the 1996 NSR Royalty and to indemnify, Vista, MPA and their affiliates, successors and assigns, and their directors, officers, employees, agents and attorneys from and against all costs, expenses, damages or

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liabilities, including attorneys’ fees and other costs of litigation (either threatened or pending) arising out of any claim in any way related or connected to an attempt to enforce the 1996 NSR Royalty.

3.                             Purchase and Sale.  The SM Group hereby agrees to sell, through MRI, and Vista hereby agrees to purchase, through its Mexican subsidiary, MPA, on the Closing Date (as defined in the Purchase Agreement) (the “Effective Date”), all of the rights, title and interest of the SM Group and MRI in and to the San Miguel Concessions and all interest in minerals or mineral tenures, or any rights or options to acquire any such interest(s) in consideration for: (i) US$75,000 payable in cash to the SM Group on the Effective Date, and (ii) the grant to the SM Group of a net smelter return royalty (the “NSR”) with respect to the production of minerals from the San Miguel Concessions, as described in Appendix B attached hereto.  For greater certainty, a breach of, failure of or inaccuracy in any one or more of the declarations, representations or warranties in the Contract of Assignment entered into, or to be entered into, between MRI and MPA will not effect the valid and binding nature of this Agreement (including the NSR).

4.                             Net Smelter Return Royalty Buy-Down.

4.1           The SM Group hereby grants to Vista and MPA the right to buy up to a 100% interest in the NSR by making a one time payment to the SM Group at any time.  The amount of the payment required to purchase the entire NSR shall be US$1,000,000.  If a lesser percentage of the NSR is to be purchased, the US$1,000,000 payment shall be pro rated accordingly.  For example, if one half of the NSR is intended to be purchased, the required purchase price shall be one half of US$1,000,000.

4.2           On exercise of the buy-down granted in subsection 4.1, the Parties shall execute all such documentation as may be reasonably required to complete the same.

5.                             Costs and Fees.  Each Party shall be responsible for payment of its own expenses, including legal and accounting fees, in connection with the execution of this Agreement and the transactions contemplated hereby, whether or not such transactions are completed.

6.                             Termination of the Option Agreement and the Agreement of Guaranty:  Each of Grandcru, on its own behalf and on behalf of Minera GRC, and the SM Group acknowledge and agree that effective as of the Effective Date, the Option Agreement and the Agreement of Guarantee are terminated, without any further act or formality, and the Option Agreement and the Agreement of Guarantee are of no further force or effect as of such date.

7.                             Assignment:  Vista may not transfer or assign its interest in the San Miguel Concessions, unless it has obtained the prior written consent of the SM Group, which consent will not be unreasonably withheld.

8.                             Further Assurances:  Each of the Parties shall at all times hereafter execute and deliver, at the request of another Party, all such further documents and instruments and shall do and perform all such further acts as may be reasonably required by that other Party to give full effect to the intent and meaning of this Agreement.

9.                             Binding Effect:  This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns.

10.                           Time of Essence:  Time shall be of the essence of this Agreement.

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11.                           Governing Law:  This Agreement shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

12.                           Counterparts:  This Agreement may be executed by the parties and transmitted by facsimile or other electronic means, and if so executed and transmitted, this Agreement will be for all purposes as effective as if the parties had delivered an executed original Agreement.  This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same document.

IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

	GENSSLER INVESTMENT PARTNERSHIP LLP
/s/ Klaus Genssler	By:	/s/ Rolf Genssler
KLAUS GENSSLER		General Partner

	SYNERGEX GROUP LIMITED PARTNERSHIP
/s/ Douglas D. Foote	By:	/s/ Gerald Munera
DOUGLAS D. FOOTE		General Partner

GRANDCRU RESOURCES CORPORATION		MINERA PAREDONES AMARILLOS, S.A. DE C.V.
By:	/s/ Brian Leeners	By:	/s/ Howard M. Harlan
	Authorized Signatory		Howard Harlan, Legal Representative

VISTA GOLD CORP.
By:	/s/ Howard M. Harlan
	Howard Harlan, Vice President, Business Development

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APPENDIX A

SAN MIGUEL CONCESSIONS

Claim Name	Title Number	Surface Area
Norma	177858	150.0000 hectares
San Manuel	188187	55.7681 hectares
El Padre Santo	196148	50.0000 hectares
Santo Niño	211513	44.0549 hectares
El Faisan	211471	2.6113 hectares
Patricia	212775	26.2182 hectares
Martha I	213234	46.6801 hectares
San Pedro	212753	9.0000 hectares
San Pablo	212752	11.1980 hectares
Nueva Esperanza	184912	33.0000 hectares
San Miguel	185761	11.7455 hectares

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APPENDIX B

NSR

MPA shall pay to the SM Group a NSR equal to two per cent (2%) of the Net Value of all ores, minerals, metals, and materials mined and removed from the San Miguel Concessions and sold or deemed to have been sold by or for MPA or MPA’s designee.  The NSR shall be paid to the members of the SM Group in the following proportions:  Synergex Group Limited Partnership 45.25%, Genssler Investment Partnership LLP 22.625%, Klaus Genssler 22.625% and Douglas D. Foote 9.5%.  Vista guarantees the timely and full payment by MPA of the NSR to the SM Group.  The obligation to pay NSR shall accrue upon the outturn of refined metals meeting the requirements of the specified published price to the account of MPA or MPA’s designee (or to a third party account for the benefit of MPA or MPA’s designee) or the sooner sale of unrefined metals, dore, concentrates, ores or other mineral products or materials as hereinafter provided.

a.             As used herein. Net Value means the Gross Value (as defined below) of such ores, minerals, metals or materials, less:

1.             all costs, charges and expenses paid or incurred by MPA or MPA’s designee with respect to products of such ores, minerals or materials for treatment in the smelting and refining processes (including handling, processing, and provisional settlement fees, representation costs, penalties, and other processor deductions);

2.             all costs, charges and expenses paid or incurred by MPA or MPA’s designee for transportation (including freight, insurance, security, transaction taxes, handling, port, demurrage, delay, and forwarding expenses incurred by reason of or in the course of such transportation) of ores, minerals, concentrates or other products or materials from the San Miguel Concessions to the place of smelting and refinery treatment and then to the place of sale; and

3.             sales, use, severance, net proceeds of mine, and ad valorem taxes and any other tax on or measured by mineral production from the San Miguel Concessions or the value of such production (other than income taxes).

b.             As used herein, Gross Value shall have the following meanings for the following categories of metals, minerals, minerals products and other materials produced from the San Miguel Concessions and sold or deemed sold by MPA or MPA’s designee, calculated each calendar month:

1.             If MPA or MPA’s designee causes refined gold meeting or exceeding generally accepted commercial standards for the sale of refined gold (it being understood that the specification for refined gold published by the London Bullion Market Association presently meets such standards) to be produced from ores mined from the San Miguel Concessions, for purposes of determining the NSR the refined gold shall be deemed to have been sold at the Monthly Average Gold Price (as defined below) for the calendar month in which it was produced, and the Gross Value shall be determined by multiplying Gold Production (as defined below) during the calendar month by the Monthly Average Gold Price.  As used herein, Gold Production means the quantity of refined gold outturned to MPA’s or MPA’s designee’s pool account (or to a third party account for the benefit of MPA or MPA’s designee) during the calendar month by an independent third-party refinery for gold produced from the San Miguel Concessions on either a provisional or final settlement basis.  As used herein, Monthly Average Gold Price means the average London Bullion Market Association P.M. Gold Fix, calculated by dividing the

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sum of all such prices reported for the calendar month by the number of days in the month for which such prices were reported.

2.             If MPA or MPA’s designee causes refined silver meeting or exceeding generally accepted commercial standards for the sale of refined silver (it being understood that the specification for refined silver published by Handy & Harman presently meets such standards) to be produced from ore mined from the San Miguel Concessions, for purposes of determining the NSR the refined silver shall be deemed to have been sold at the Monthly Average Silver Price (as defined below) for the calendar month in which it was produced, and the Gross Value shall be determined by multiplying Silver Production (as defined below) during the calendar month by the Monthly Average Silver Price.  As used herein, Silver Production means the quantity of refined silver out turned to MPA’s or MPA’s designee’s pool account (or to a third party account for the benefit of MPA or MPA’s designee) during the calendar month by an independent third-party refinery for silver produced from the San Miguel Concessions on either a provisional or final settlement basis.  As used herein, Monthly Average Silver Price means the average London Bullion Market Association daily Silver Fix, calculated by dividing the sum of all such prices reported for the calendar month by the number of days in the month for which such prices were reported.

3.             If MPA or MPA’s designee causes refined or processed metals other than refined gold and silver to be produced from ores mined from the San Miguel Concessions, for purposes of determining the NSR the refined or processed metal shall be deemed to have been sold at the Monthly Average Metal Price (as defined below) for such metal for the calendar month in which it was produced, and the Gross Value shall be determined by multiplying Other Metal Production (as defined below) of such metal during the calendar month by the Monthly Average Metal Price for such metal. As used herein, “Other Metal Production” means the quantity of a metal outturned to MPA’s or MPA’s designee’s pool account (or to a third-party account for the benefit of MPA or MPA’s designee) during the calendar month by an independent third-party refinery for such metal produced from the San Miguel Concessions on either a provisional or final settlement basis.  As used herein, Monthly Average Metal Price means the average price of such metal for immediate delivery in an established North American market or on the London Metal Exchange, as selected by MPA or MPA’s designee, as published in Metals Week or a similar publication, calculated by dividing the sum of all such prices reported for such metal for the calendar month by the number of days in the month for which such prices were reported.

4.             If MPA or MPA’s designee sells raw ores principally valuable for their precious metals content or concentrates of precious metals or dore produced from ores mined from the San Miguel Concessions, then the Gross Value shall be calculated as set forth above in Paragraphs b.l, b.2, and b.3 except that the Gold Production, Silver Production or Other Metal Production shall, in each case, be equal to the gold, silver and other metals contained in such raw ores, concentrates or dore sold in the calendar month multiplied by (i) the recovery rate contractually determined between MPA or MPA’s designee and an independent third-party processor or (ii) if there is not a specifically contracted recovery rate, then by an assumed recovery rate equal to the average recovery rate for such metal during beneficiation of such ores by an independent third-party processor for the latest calendar quarter ended prior to such calendar month in which ores, concentrates or dore from the San Miguel Concessions were beneficiated, and in the event that such ores have not been so beneficiated during any such calendar quarter, the recovery rate shall be the actual recovery rate experienced by the independent third-party purchaser of such ores, concentrates or dore.

5.             In the event that MPA or MPA’s designee sells other raw ores, concentrates, other products produced from ores, or other materials mined or produced from the San Miguel Concessions, then the Gross Value shall be equal to the amount of the proceeds actually received by MPA or MPA’s designee during the calendar month from the sale of the same in an arms-length transaction with an independent third party. If the sale transaction is not an arms-length transaction with an

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independent third party, then the Gross Value shall be equal to the amount of the proceeds that would have been received in a bona fide arms-length transaction with an independent third party.

c.             MPA or MPA’s designee shall have the right to mix or commingle, at any location and either underground or at the surface, any ores, metals, minerals, mineral products or other materials from the San Miguel Concessions with any ores, metals, minerals, mineral products or other materials from other lands, provided that MPA or MPA’s designee shall determine the weight and volume of, and shall sample and analyze the sample of all such ores, metals, minerals, mineral products and other materials before the same are mixed or commingled.  Any such determination of weight and volume, sampling and analysis shall be done in accordance with practices and procedures generally accepted as sound throughout the North American mining industry.  The weight or volume (as appropriate) so determined and the analysis results shall be used as the basis to calculate that portion of the refined gold, silver, other metals, raw ores, concentrates, other products produced from ores, or other materials from or constituting the portion of the mixed or commingled materials which constitutes Gold Production, Silver Production, Other Metal Production, or other raw ores, concentrates, other products produced from ores or other materials on which a NSR is due under this Appendix B.  A sealed split of each sample and a copy of the record of the weight and volume determination, analysis procedure and analysis results shall be maintained by MPA or MPA’s designee for the period of time provided in paragraph (h), below, for the SM Group to have audited the accounts and records of MPA or MPA’s designee pertaining to the material contained in the sample.  The SM Group may itself inspect or cause to be inspected such determination and analysis records and may require the sealed sample to be sent for analysis by an independent laboratory selected by the independent auditor provided for in paragraph (h).  The independent laboratory results shall be determinative and the cost of analysis shall be borne on the same basis as provided for audit costs in paragraph (h).

d.             Where outturn of refined metals is made by an independent third-party refinery on a provisional basis, the Gross Proceeds shall be based upon the amount of refined metal credited by such provisional settlement, but shall be adjusted in subsequent statements to account for the amount of refined metal established by final settlement by the refinery.

e.             The SM Group acknowledges that the purpose of paragraphs b.1, 2 and 3 above is to pay the SM Group a NSR on the basis of the value of the refined gold, silver and other refined or processed metals produced from ores mined from the San Miguel Concessions as established by the London Bullion Market Association P.M. Gold Fix for gold, the average London Bullion Market Association daily Silver Fix for silver, and the North American or London Metal Exchange published price in Metals Week for any other metal subject to royalty on a published price basis, regardless of the price or proceeds actually received by MPA or MPA’s designee or any affiliate for or in connection with such metal, or the manner in which a sale of refined metal to a third party is made by MPA or any affiliate. The SM Group further acknowledges that MPA or MPA’s designee or any affiliate shall have the right to market and sell or refrain from selling refined gold and silver and other refined or processed metal produced from the San Miguel Concessions in any manner it may elect, and that MPA or MPA’s designee and its or their affiliates shall have the right to engage in forward sales, futures trading or commodity options trading, and other price hedging, price protection, and speculative arrangements (“Trading Activities”) which may involve the possible delivery of gold or silver or other metals produced from the San Miguel Concessions. The SM Group specifically acknowledges and agrees that the NSR shall not apply to, and the SM Group shall not be entitled to participate in, the proceeds generated by MPA or MPA’s designee or its or their affiliates in Trading Activities or in the actual marketing or sales of refined gold and silver and other metals. MPA and MPA’s designee shall not be entitled to deduct from Gross Proceeds any losses suffered by MPA or MPA’s designee or its or their affiliates in Trading Activities in determining the Net Proceeds of any refined or processed metal subject to the NSR.

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f.              NSR payments shall become due and payable quarterly on the last day of the month next following the end of the calendar quarter in which the same accrued. NSR payments shall be accompanied by a statement showing in reasonable detail on a calendar month basis the quantities and grades of the refined metals, dore, concentrates, other mineral products, ores or other materials produced from the San Miguel Concessions and sold or deemed sold by MPA or MPA’s designee in the preceding calendar quarter; the date of outturn or sale; the monthly average price determined as provided above for refined or processed metals on which NSR is due; the proceeds of sale for other mineral products or other materials on which NSR is due under paragraph b.5, above; deductions applied to derive Net Value from Gross Value; and other pertinent information in sufficient detail to explain the calculation of the NSR payment.

g.             Quarterly royalty statements shall also list the quantity and quality of any gold or silver dore which has been retained as inventory for more than sixty (60) days. The SM Group shall have fifteen (15) days after receipt of the statement to either (1) request that the dore be deemed sold as provided in paragraphs b.1, 2 and 3, above, as of the fifteenth day after receipt of such statement utilizing the mine weights and assays for such dore and utilizing a deemed charge for all deductions specified in paragraph a. above, which shall be based upon the most recent charges to MPA or MPA’s designee for such services by an unaffiliated third party, or (2) elect to wait until the time that refined gold or silver or other refined or processed metal from such dore is actually outturned to MPA or MPA’s designee or such dore is sooner sold by MPA or MPA’s designee. The failure of the SM Group to respond within such time shall be deemed to be an election under (2) above.  No NSR shall be due with respect to stockpiles of ores or concentrates unless and until such ores or concentrates actually are sold.

h.             All NSR payments shall be considered final and in full satisfaction of all obligations of MPA with respect thereto, unless the SM Group gives MPA written notice describing and setting forth a specific objection to the determination thereof within one hundred twenty (120) days after receipt by the SM Group of the quarterly royalty statement.  If the SM Group objects to a particular quarterly statement as herein provided, the SM Group shall, for a period of sixty (60) days after MPA’s receipt of notice, and at a reasonable time, have the right to have accounts and records of MPA’s or MPA’s designee or both relating to the calculation of the NSR in question audited by a certified public accountant reasonably acceptable to the SM Group and to MPA, and MPA shall cooperate in such audit in every way reasonably requested by the auditor.  Any internationally recognized major accounting firm proposed by the SM Group and not having performed work for either party within the 18 months prior to such proposal shall be deemed mutually acceptable.  If such audit determines that there has been a deficiency or an excess in the payment made to the SM Group, such deficiency or excess shall be resolved by adjusting the next quarterly NSR payment due hereunder, or by prompt payment by the party owing money in the event there are no further, or insufficient, future NSR payments.  The SM Group shall pay all costs of such audit unless a deficiency of five percent or more of the amount due to the SM Group is determined to exist.  MPA shall pay all costs of such audit if a deficiency of five percent or more of the amount due to the SM Group is determined to exist.  All books and records used by MPA or MPA’s designee to calculate Production Royalties due hereunder shall be kept in accordance with United States or Canadian generally accepted accounting principles consistently applied.  Failure on the part of the SM Group to make claim on MPA for adjustment in such 120-day period shall establish conclusively for all purposes the correctness of that quarterly royalty statement.

i.              All NSR payments shall be made to the SM Group in United States Dollars at the address for notices to the SM Group.  Each payment shall be deemed made if a check drawn on a U.S. bank or a U.S. funds bank draft issued by a Canadian Chartered Bank or a U.S. funds bank draft issued by a principal Mexican commercial bank in the amount payable is dispatched to each of the respective members of the SM Group by recognized international courier service on or before the date the payment

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is to be made and such check or bank draft is honored in due course when presented to the bank upon which it is drawn.

j.              All acts and omissions by MPA’s designee in respect of the subject matter of this Appendix B shall be deemed to be acts and omissions of MPA.

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EX-10.35

Exhibit 10.35

TERMINATION AND PURCHASE AGREEMENT

THIS AGREEMENT made as of the 21^st day of December, 2007

AMONG:GOLDCORP INC., a body corporate incorporated under the laws of the Province of Ontario, Canada and having an office at Suite 3400 - 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8 (“Goldcorp”), LUISMIN, S.A. de C.V., a body corporate incorporated under the laws of the United Mexican States and having an office at Pino Suarez 308 OTE, Col. Centro, C.P. 34000, Durango, Dgo., Mexico (“Luismin”), and DESARROLLOS MINEROS SAN LUIS, S.A. DE C.V., a body corporate incorporated under the laws of the United Mexican States and having an office at Pino Suarez 308 OTE, Col. Centro, C.P. 34000, Durango, Dgo., Mexico (“DMSL”)

(Goldcorp, Luismin and DMSL are collectively referred to as the “Luismin Group”)

AND:GRANDCRU RESOURCES CORPORATION, a body corporate incorporated under the laws of the Province of British Columbia, Canada and having an office at Suite 1780-400 Burrard Street, Vancouver, British Columbia, Canada, V6C 3A6

(“Grandcru”)

AND:MINERA PAREDONES AMARILLOS, S.A. DE C.V., a body corporate incorporated under the laws of the United Mexican States and having an office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, U.S.A., 80127

(“MPA”)

AND:VISTA GOLD CORP., a body corporate incorporated under the laws of the Yukon Territory, Canada and having an office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, U.S.A., 80127

(“Vista” and together with the Luismin Group, Grandcru and MPA, are collectively referred to as the “Parties”)

WHEREAS:

A.Grandcru and Vista entered into a letter agreement dated December 19, 2007 (the “Purchase Agreement”), pursuant to which, among other things, Grandcru agreed to sell all of its title to and interests in the mining concessions set out in Appendix A attached hereto (collectively, the “San Luis Concessions”), to Vista upon the terms and conditions set forth in the Purchase Agreement;

B.Wheaton River Minerals Ltd. (subsequently amalgamated and now called Goldcorp Inc.), Luismin and Minas de San Luis, S.A. de C.V. (“Sanluis”) (since assigned to DMSL) entered into an

agreement with Grandcru dated October 29, 2004 (the “Option Agreement”) pursuant to which, among other things, Grandcru was granted the right, subject to certain terms and conditions, to acquire all of Sanluis’ rights, title to and interest in the San Luis Concessions; and

C.In connection with the Purchase Agreement, Grandcru and the Luismin Group wish to terminate the Option Agreement and Vista wishes to purchase, through MPA, its Mexican subsidiary, and DMSL (the registered holder of the San Luis Concessions) wishes to sell to Vista, all of DMSL’s rights, title to and interest in the San Luis Concessions, all subject to the terms and conditions contained in this Agreement.

NOW, THEREFORE in consideration of the mutual covenants and premises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto covenant and agree as follows.

1.Purchase and Sale. DMSL hereby agrees to sell and Vista hereby agrees to purchase, through MPA, on the Closing Date (as defined in the Purchase Agreement) (the “Effective Date”), all of DMSL’s rights, title to and interest in the San Luis Concessions and all interest in minerals or mineral tenures, or any rights or options to acquire any such interest(s), in consideration for the grant to DMSL of a net smelter return royalty, as described in Appendix D attached hereto, with respect to the production of minerals from the San Luis Concessions set out in Appendix A, the mining concession set out in Appendix B (the “Gaitán Concessions”) and the mining concession set out in Appendix C (the “San Miguel Group Concessions”, together with the San Luis Concessions and the Gaitán Concessions, the “Mining Concessions”).

2.Termination of the Option Agreement. Each of the Parties acknowledge and agree that effective as of the Effective Date, the Option Agreement is terminated, without any further act or formality, and as of such date the Option Agreement is of no further force or effect.

3.Representations and Warranties of Vista and MPA. Vista and MPA each represent and warrant to the Lusimin Group that:

(a)each of Vista and MPA is a corporation or company duly incorporated, amalgamated or formed, as the case may be, and validly subsisting under the laws of its jurisdiction of incorporation, amalgamation or formation, as the case may be, and is up to date with respect to all of its corporate filings under those laws;

(b)to the best of their knowledge, information and belief, each of the Gaitán Concessions is, validly issued, is registered in the name of MPA in the Public Registry of Mining of Mexico, is presently in good standing, subject to compliance with applicable laws of Mexico in connection therewith, and no person, other than the Mexican government and MPA, has any interest in the Gaitán Concessions or production therefrom, subject only to a 2% net smelter return royalty payable to Sr. Enrique Gaitan Maumejean pursuant to a Data Purchase Production Payment Grant and Option to Purchase Production Payment Agreement dated August 1, 2003 between Enrique Gaitan Maumejean and Vista, which net smelter royalty return may be acquired by Vista at anytime until July 31, 2053, at Vista’s option, for U.S.$1,000,000; and

(c)each of Vista and MPA has the full right and authority to enter into this Agreement,

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4.Representations and Warranties of DMSL.DMSL represents and warrants to Vista and to MPA that:

(a)on July 26, 2005, Sanluis transferred to DMSL all of its rights, title to and interest in, the San Luis Concessions, as is evidenced in public instruments 73,193 and 73,194 granted on such date and duly recorded in the Public Registry of Mining of Mexico;

(b)DMSL holds 100% of the rights, title to and interest in the San Luis Concessions, subject only to a 3% net smelter return royalty on all of the San Luis Concessions, except the Los Reyes Seis and Los Reyes Siete concessions, payable to Sanluis Corporación (successor by merger to Corporación Turística Sanluis, S.A. de C.V.) (the “Royalty Holder”) pursuant to an agreement dated June 19, 2002 among the Royalty Holder, DMSL and Luismin (the “Underlying Royalty”);

(c)to the best of DMSL’s knowledge, information and belief, each of the mining concessions comprised in the San Luis Concessions and set forth in Appendix A attached hereto is, validly issued, is registered in the name of DMSL in the Public Registry of Mining of Mexico, is presently in good standing, subject to compliance with applicable laws of Mexico in connection therewith, and no person, other than the Mexican government, the Royalty Holder, Grandcru (pursuant to the Option Agreement) and DMSL, has any interest in the San Luis Concessions or production therefrom;

(d)there is no buyout with respect to the Underlying Royalty and the Underlying Royalty does not extend to, and will not apply in respect of, any portion of the Mining Concessions other the San Luis Concessions, except the Los Reyes Seis and Los Reyes Siete concessions (and subsequent tenures in respect thereof);

(e)to the best of DMSL’s knowledge, information and belief, without making any other inquiries or otherwise undertaking any investigation, all operations by or on behalf of Sanluis and DMSL on the San Luis Concessions have been in compliance with all applicable mining, labour, environmental and taxation laws; and

(f)DMSL has the full right and authority to transfer to Vista through its Mexican subsidiary, MPA, a 100% rights, title to and interest in the San Luis Concessions in accordance with the provisions contained herein.

5.Representations and Warranties of the Luismin Group. Goldcorp, Luismin and DMSL each represent and warrant to Vista and MPA that:

(a)each of Goldcorp, Luismin and DMSL is a corporation or company duly incorporated, amalgamated or formed, as the case may be, and validly subsisting under the laws of its jurisdiction of incorporation, amalgamation or formation, as the case may be, and is up to date with respect to all of its corporate filings under those laws; and

(b)each of Goldcorp, Luismin and DMSL has the full right and authority to enter into this Agreement.

6.Covenant of Grandcru. Grandcru covenants and agrees to direct Vista to pay to DSML U.S.$73,275.00 from the amount payable by Vista to Grandcru under the Purchase Agreement on the Effective Date.

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7.Costs and Fees. Each Party shall be responsible for payment of its own expenses, including legal and accounting fees, in connection with the execution of this Agreement and the transactions contemplated hereby, whether or not such transactions are completed.

8.Disputes. Any dispute, whether based on contract, tort, statute, or any other legal or equitable theory, arising out of or relating to:

(a)this Agreement or the relationships which result from this Agreement;

(b)the breach, termination or validity of this Agreement; and

(c)any issue related to this Agreement or its scope, including the scope and validity of this paragraph (a “Dispute”) shall be resolved as follows:

(i)the Parties shall endeavour for a period of two weeks to resolve the Dispute by negotiation, which period may be extended by agreement of the Parties;

(ii)if negotiations are unsuccessful, the Parties shall, at the request of either party, attempt to mediate the Dispute before a mutually acceptable mediator, which mediation shall be completed within three weeks of the request for mediation unless the Parties extend the period in writing;

(iii)if the Dispute is not settled by mediation, the Dispute shall be submitted to binding arbitration in accordance with the Commercial Arbitration Act, 1996 (British Columbia), as amended and the Parties agree as follows:

(A)the arbitration shall be conducted by a single arbitrator appointed as provided in the Commercial Arbitration Act, 1996 (British Columbia), as amended, and such arbitrator shall be experienced in the subject matter of the Dispute;

(B)the arbitration shall be conducted in Vancouver, British Columbia at a location to be selected by the arbitrator;

(C)the arbitrator may provide for such discovery or disclosure of positions, experts, evidence as the arbitrator deems to be prudent and efficient to the arbitration process;

(D)the arbitrator shall issue a written ruling on the Dispute within six months after the submission of the Dispute to arbitration and the prevailing Party shall be entitled to an award of costs and attorneys’ fees unless the arbitrator determines that each Party should bear its own costs and share the common costs or arbitration; and

(E)the arbitrator’s decision, including any judgment upon the award rendered by the arbitrator shall be final and binding on the Parties and not subject to appeal or review and may be entered by any court having jurisdiction thereof.

9.Further Assurances. Each of the Parties shall at all times hereafter execute and deliver, at the request of another Party, all such further documents and instruments and shall do and perform all such further acts as may be reasonably required by that other Party to give full effect to the intent and meaning of this Agreement.

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10.Binding Effect and Third Party Beneficiaries. This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns only and shall not be construed to created third party beneficiary rights in any other party or in any governmental organization or agency.

11.Time of Essence:  Time shall be of the essence of this Agreement.

12.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

13.Integration. This Agreement contains the entire understanding of the Parties and supersedes all prior agreements and understandings between the Parties relating to the subject matter hereof. There are no promises, commitments, obligations, duties or rights of the Parties except as set forth in this Agreement.

14.Counterparts. This Agreement may be executed by the parties and transmitted by facsimile or other electronic means, and if so executed and transmitted, this Agreement will be for all purposes as effective as if the parties had delivered an executed original Agreement. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same document.

IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

GOLDCORP INC.		LUISMIN S.A. DE C.V.
By:	/s/ Anna Tudela	By:	/s/ Salvador Garcia
	Name:   Anna Tudela		Salvador Garcia
	Title:   Corporate Secretary		President

GOLDCORP INC.
By:	/s/ David L. Deisley
	Name:   David L. Deisley
	Title:   Vice President and General Counsel

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DESARROLLOS MINEROS SAN LUIS, S.A. DE C.V.		GRANDCRU RESOURCES CORPORATION
By:	/s/ Salvador Garcia	By:	/s/ Brian Leeners
	Salvador Garcia, President		Brian Leeners, Chief Financial Officer
MINERA PAREDONES AMARILLOS, S.A. DE C.V.		VISTA GOLD CORP.
By:	/s/ Howard M. Harlan	By:	/s/ Howard M. Harlan
	Howard Harlan, Legal Representative		Howard Harlan, Vice President, Business Development

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APPENDIX A
TO THE TERMINATION AND PURCHASE AGREEMENT

SAN LUIS CONCESSIONS

Claim Name	Title Number	Surface Area
Los Reyes 8	226037	9.0000 hectares
Los Reyes Fracción Oeste	210703	476.9373 hectares
Los Reyes Fracción Norte	212757	1,334.4710 hectares
Los Reyes Fracción Sur	212758	598.0985 hectares
Los Reyes Dos	214131	17.3662 hectares
Los Reyes Tres	214302	197.0000 hectares
Los Reyes Cinco	216632	319.9852 hectares
Los Reyes Cuatro	217757	11.1640 hectares
Los Reyes Seis*	225122	427.6609 hectares
Los Reyes Siete*	225123	4.8206 hectares

Note: * These concessions are not subject to the Underlying Royalty.

A-1

APPENDIX B
TO THE TERMINATION AND PURCHASE AGREEMENT

GAITÁN CONCESSIONS

Claim Name	Title Number	Surface Area
La Victoria	210803	199.8708 hectares
Prolongación del Recuerdo	210497	91.5951 hectares
Prolongación del Recuerdo Dos	209397	26.6798 hectares
Arcelia Isabel	193499	60.3723 hectares
Dolores	180909	222.0385 hectares

B-1

APPENDIX C
TO THE TERMINATION AND PURCHASE AGREEMENT

SAN MIGUEL GROUP CONCESSIONS

Claim Name	Title Number	Surface Area
Norma	177858	150.0000 hectares
San Manuel	188187	55.7681 hectares
El Padre Santo	196148	50.0000 hectares
Santo Niño	211513	44.0549 hectares
El Faisan	211471	2.6113 hectares
Patricia	212775	26.2182 hectares
Martha I	213234	46.6801 hectares
San Pedro	212753	9.0000 hectares
San Pablo	212752	11.1980 hectares
Nueva Esperanza	184912	33.0000 hectares
San Miguel	185761	11.7455 hectares

C-1

APPENDIX D
TO THE TERMINATION AND PURCHASE AGREEMENT

NET SMELTER RETURN ROYALTY

1.Net Smelter Return Royalty

(a)MPA shall pay DMSL a quarterly production royalty equivalent to the following:

1.00 % of the net smelter returns (“NSR”) from gold, silver and other minerals produced and sold from the Mining Concessions described in Appendices A and C attached to the Termination and Purchase Agreement, being the San Luis Concessions and the San Miguel Group Concessions.

2.00 % or 3.00 % of the NSR from gold, silver and other minerals produced and sold from the Mining Concessions described on Appendix C attached hereto, being the Gaitán Concessions, depending upon the average spot market gold price, as announced by the London Bullion Houses (Second Fixing), during the relevant calendar quarter according to the following schedule:

Gold Price: US$ /oz		% NSR payable to DMSL
$	499.99 or less	2.00	%
$	500.00 and above	3.00	%

For the purposes of the NSR set out herein, NSR shall be determined by multiplying (A) the gross number of troy ounces of gold and silver contained in production (and for minerals other than gold and silver, the gross amount of the particular mineral contained in production) from the applicable Mining Concessions and delivered to the smelter, refiner, processor, purchaser or other recipient of such production during the calendar quarter (B) by the sales price for such gross amount determined in accordance with subsections (b), (c) and (e) below, less, but only to the extent actually incurred and borne by the entity operating the mine or mines on the Mining Concessions (the “Operator”):

(i)all actual charges and costs, including insurance, for transportation of gold, silver or other minerals from the Operator’s processing facilities at or near the Mining Concessions to the place of sale, whether transported by the Operator or a third party;

(ii)all actual charges, costs, deductions, and penalties for treatment, smelting and refining the gold, silver or other minerals (including any umpire charges) after said gold, silver or other minerals leave the Operator’s processing facility at or near the Mining Concessions. For example, if the Operator produces a gold and/or silver concentrate at its processing facility, it shall be entitled to deduct all charges, costs, deductions, and penalties incurred by it in smelting and refining that concentrate into a final product for sale. If the Operator produces a gold and/or silver dore at its processing facility, which requires further refining, it shall be entitled to deduct all charges, costs, deductions, and penalties incurred by it in such further refining or processing. If gold, silver or other minerals are transported, processed, treated, smelted or refined by the Operator or an affiliate of the Operator, the terms of

D-1

charges, costs, penalties and deductions thereof used for calculating the NSR shall be no less favorable than those which would be extended to a non-affiliate party in an arms-length transaction for transportation, treatment, smelting, or refining of a like quantity and quality of such gold, silver or other minerals; and

(iii)severance, production, ad valorem, sales, net proceeds of mine and any other similar taxes or fees on the production of gold, silver or other minerals from the Mining Concessions.

(b)In respect of the sale of gold from the Mining Concessions, the sales price for any calendar quarter shall be calculated using the average of the (spot) market prices of gold during such calendar quarter, as announced by the London Bullion Houses (Second Fixing).

(c)In respect of the sale of silver from the Mining Concessions, the sales price for any calendar quarter shall be calculated using the average of the (spot) market prices of silver during such calendar quarter, as announced by the Hardy & Harmon Noon Silver Quotation.

(d)In the event the Operator does not sell the gold or silver produced from the Mining Concessions during a quarter of production, a “sale” for the purposes of calculating production payments shall be deemed to have occurred on the day the Operator receives a settlement statement from the refiner, setting forth the number of troy ounces of gold and/or silver transferred to the account of the Operator, or an affiliate or agent of the Operator.

(e)In respect of the sale of minerals other than gold and silver from the Mining Concessions, the sales price for any calendar quarter shall be equal to the amount of the proceeds actually received by the Operator during the calendar quarter from the sale of such minerals divided by the total number of units of such minerals sold during the calendar quarter.

(f)If any gold, silver or other minerals from the Mining Concessions are sold for processing or treatment to a mill, smelter, or other processing facility owned or controlled by the Operator (or any subsidiary or affiliate of the Operator) or taken in kind by the Operator, then the sums paid to the Operator shall be deemed to be no less than the sums the Operator would have received if the sale had been to an independent mill, smelter, or processing facility reasonably available to the Operator at the time of delivery.

(g)The parties agree that the Operator and MPA (or Vista) shall have no obligation to account to DMSL for, and DMSL shall have no interest or right of participation in, any profits or proceeds of future contracts, forward sales, hedging or any other similar marketing mechanisms employed by the Operator or MPA (or Vista) or their affiliates, with respect to any gold, silver or other minerals produced from the Mining Concessions.

(h)The Operator shall have the right to commingle the gold, silver or other minerals produced from the Mining Concessions with similar ore or minerals from other properties owned, leased, or controlled by the Operator; provided, however, that before commingling the Operator shall calculate from representative samples the average grade of the gold, silver or other minerals from the Mining Concessions and shall either weigh

D-2

or volumetrically calculate the number of tons of ore from the Mining Concessions to be commingled. As upgraded products (such as dore or concentrates) are produced from the commingled gold, silver or other minerals, the Operator shall calculate from representative samples the average percent recovery of such upgraded products produced from the commingled gold, silver or other minerals. In obtaining representative samples and calculating the average grade of commingled ores and average percentage of recovery, the Operator may use any procedures generally acceptable in the mining and metallurgical industry that the Operator believes to be accurate and cost effective for the type of mining and processing activity being conducted. In addition, comparable procedures may be used by the Operator to apportion among the commingled gold, silver or other minerals any penalty charges imposed by the refiner on commingled gold, silver or other minerals or concentrates. The records relating to commingled gold, silver or other minerals shall be available for inspection by DMSL, at DMSL’s sole expense, at all reasonable times.

(i)All NSR payments owing to DMSL shall be paid by check or wire transfer in US Dollars or its equivalent in Mexican currency. DMSL shall be paid NSR payments quarterly, on or before the 30th day of the month following each calendar quarter that the Operator receives proceeds from the sale of gold, silver or other minerals produced from the Mining Concessions. All NSR payments shall be made to the bank account or address that DMSL specifies in writing to MPA. DMSL may designate a different account or receiving address to MPA by notice in writing. In the event of any future division of ownership interest in the NSR payments, payment to a single address or account shall constitute full satisfaction of MPA’s (or Vista’s) obligation to pay NSR payments, and MPA (or Vista) shall be relieved from any responsibility and liability for the future division of disbursements as among more than one payee of the NSR payments.

(j)The Operator shall keep accurate records of gold, silver or other minerals derived and sold from the Mining Concessions and of calculations relative to NSR payments and commingled ore from the Mining Concessions. NSR payments and adjustments shall be accompanied by a statement of NSR payment calculations, deductions, and adjustments. Within 180 days following the end of each calendar year, MPA (or Vista) shall furnish DMSL with an audited year-end statement showing the amount of NSR payments paid to DMSL during the year. All year-end statements shall be conclusively presumed true and correct two years from the date furnished to DMSL, unless within said period DMSL takes written exception. Upon 30 days prior written notice, DMSL shall be entitled to an annual independent audit of the matters covered by the statement, during normal business hours and at DMSL’s expense, provided it selects for the audit an international accounting firm of recognized standing, at least one of whose members is a member of the American Institute of Certified Public Accountants.

2.Disputes

All Disputes pertaining to the NSR, including but not limited to the calculation or payment of the NSR, the commingling of ore or the procedures used by the Operator to obtain representative samples and calculate the average grade of commingled ores and average percentage of recovery, and the accounting for the NSR under this Appendix D, shall be resolved as provided in the Termination and Purchase Agreement to which this Appendix is appended.

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EX-21

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Exhibit 21

SUBSIDIARIES OF VISTA GOLD CORP.

Name of Subsidiary			Jurisdiction of Organization
Vista Gold U.S. Inc.(1)			Delaware
	Vista California, LLC.(7)		California
	Idaho Gold Resources LLC(7)		Idaho
Granges Inc.(1)			British Columbia, Canada
Minera Paredones Amarillos Holdings Corp(1).			British Columbia, Canada
	Minera Paredones Amarillos S.A. de C.V.(9)		Mexico
Vista Gold (Barbados) Corp.(1)			Barbados
	Salu Siwa Pty. Ltd.(4)		Australia
		PT Masmindo Dwi(5)(8)	Indonesia
Vista Gold (Antigua) Corp.(1)			Antigua
	Compania Inversora Vista S.A.(2)		Bolivia
		Minera Nueva Vista S.A.(3)	Bolivia
		Compania Exploradora Vistex S.A.(3)	Bolivia
Vista Minerals (Barbados) Corp.(1)			Barbados
	Vista Australia Pty. Ltd.(6)		Australia

(1)

100% owned by Vista Gold Corp.

(2)

100% owned by Vista Gold (Antigua) Corp.

(3)

100% owned by Compania Inversora Vista S.A.

(4)

100% owned by Vista Gold (Barbados) Corp.

(5)

99% owned by Salu Siwa Pty. Ltd.

(6)

100% owned by Vista Minerals (Barbados) Corp.

(7)

100% owned by Vista Gold U.S. Inc.

(8)

1% owned by Vista Gold (Barbados) Corp.

(9)

100% owned by Minera Paredones Amarillos Holdings Corp.

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Exhibit 21

SUBSIDIARIES OF VISTA GOLD CORP.

EX-23.1

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Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335, 333-129720, 333-132975 and 333-136980), and in the Registration Statements on Form S-8 (Nos. 333-105621 and 333-134767) of Vista Gold Corp. (the "Company") of our report dated March 14, 2008, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of the Company included in this Annual Report on Form 10-K for the year ended December 31, 2007.

/s/ PricewaterhouseCoopers LLP
Chartered Accountants
Vancouver, BC, Canada
March 14, 2008

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Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

EX-23.2

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Exhibit 23.2

Giroux Consultants Limited
1215 - 675 W. Hastings St.
Vancouver, B.C. V6B 1N2

CONSENT OF GIROUX CONSULTANTS LIMITED

        The undersigned, Giroux Consultants Limited, hereby states as follows:

        Our firm assisted with a technical study, completed in 2006 (the "2006 Review") concerning mineralized material in the Amayapampa property, for Vista Gold Corp. (the "Company"), portions of which are summarized under the caption "Item 2. Properties — Amayapampa — Geology" in this Annual Report on Form 10-K for the year ended December 31, 2007 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335, 333-129720, 333-132975 and 333-136980) and in the related Prospectuses, and in the Registration Statements on Form S-8 (Nos. 333-105621 and 333-134767) of the Company of the summary information concerning the 2006 Review, including the reference to our firm included with such information, as set forth above in the Form 10-K.

	GIROUX CONSULTANTS LIMITED
	By:	/s/  G. H. GIROUX Name: G. H. Giroux Title: President
Date: March 11, 2008

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Exhibit 23.2

Giroux Consultants Limited 1215 - 675 W. Hastings St. Vancouver, B.C. V6B 1N2
CONSENT OF GIROUX CONSULTANTS LIMITED

EX-23.3

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Exhibit 23.3

[Letterhead of GR Technical Services Ltd.]

CONSENT OF GR TECHNICAL SERVICES LTD.

        The undersigned, GR Technical Services Ltd., hereby states as follows:

        Our firm assisted with a technical study, completed in 2006 (the "2006 Review") concerning mineralized material in the Amayapampa property, for Vista Gold Corp. (the "Company"), portions of which are summarized under the caption "Item 2. Properties — Amayapampa — Geology" in this Annual Report on Form 10-K for the year ended December 31, 2007 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335, 333-129720, 333-132975 and 333-136980) and in the related Prospectuses, and in the Registration Statements on Form S-8 (Nos. 333-105621 and 333-134767) of the Company of the summary information concerning the 2006 Review, including the reference to our firm included with such information, as set forth above in the Form 10-K.

GR Technical Services Ltd.
By:	/s/  J. H. GRAY Name: J.H. Gray, P.Eng. Title: Principal Mining Engineer

Date: March 12, 2008

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Exhibit 23.3

EX-23.4

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Exhibit 23.4

[Letterhead of Gustavson Associates, LLC]

CONSENT OF GUSTAVSON ASSOCIATES, LLC

        The undersigned, Gustavson Associates, LLC, hereby states as follows:

        Our firm prepared an independent review and a preliminary assessment, completed in 2006 (the "Mt. Todd Studies") concerning mineralized material in the Mt. Todd property, and an independent technical study, completed in 2007, and a preliminary assessment, completed in 2008, concerning mineralized material in the Awak Mas Property (the "Awak Mas Studies" and with the Mt. Todd Studies, the "Technical Studies"), for Vista Gold Corp. (the "Company"), portions of which are summarized under the captions "Item 2. Properties — Mt. Todd — Geology" and "Item 2. Properties — Awak Mas — Geology" in the Company's Annual Report on Form 10-K for the year ended December 31, 2007 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335, 333-129720, 333-132975 and 333-136980) and in the related Prospectuses, and in the Registration Statements on Form S-8 (Nos. 333-105621 and 333-134767) of the Company of the summary information concerning the Technical Studies, including the references to our firm included with such information, as set forth above in the Form 10-K.

Gustavson Associates, LLC
By:	/s/  WILLIAM J. CROWL Name: William J. Crowl Title: Vice President, Mining Sector

Date: March 11, 2008

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Exhibit 23.4

EX-23.5

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Exhibit 23.5

[Letterhead of Mine Development Associates]

CONSENT OF MINE DEVELOPMENT ASSOCIATES

        The undersigned, Mine Development Associates, hereby states as follows:

        Our firm prepared technical studies and a preliminary assessment as set forth herein (collectively, the "Technical Studies"), concerning ore reserves in the Paredones Amarillos property (study completed in 2005 and updated in 2007) and concerning mineralized material contained in the Long Valley property (study completed in 2003; preliminary assessment completed in 2008), for Vista Gold Corp. (the "Company"), portions of which are summarized under the captions "Item 2. Properties — Paredones Amarillos — Preliminary Feasibility Study" and "Item 2. Properties — Long Valley — Geology" in this Annual Report on Form 10-K for the year ended December 31, 2007 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335, 333-129720, 333-132975 and 333-136980) and in the related Prospectuses, and in the Registration Statements on Form S-8 (Nos. 333-105621 and 333-134767) of the Company of the summary information concerning the Technical Studies, including the references to our firm included with such information, as set forth above in the Form 10-K.

	MINE DEVELOPMENT ASSOCIATES
	By:	/s/  NEIL PRENN Name: Neil Prenn Title: President
Date: March 11, 2008

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Exhibit 23.5

CONSENT OF MINE DEVELOPMENT ASSOCIATES

EX-23.6

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Exhibit 23.6

[Letterhead of MWH AUSTRALIA PTY LTD]

March 11, 2008

Mr. Howard Harlan
Vice President, Business Development
Vista Gold Corp.
7961 Shaffer Parkway, Suite 5
Littleton, CO 80127

RE: CONSENT OF MWH AUSTRALIA PTY LTD

Dear Mr. Harlan:

The undersigned, MWH Australia Pty Ltd, hereby states as follows:

        Our firm assisted with a technical study, completed in 2006 (the "2006 Review") concerning mineralized material in the Mt. Todd property, for Vista Gold Corp. (the "Company"), portions of which are summarized under the caption "Item 2. Properties — Mt. Todd — Geology" in the Company's Annual Report on Form 10-K for the year ended December 31, 2007 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335, 333-129720, 333-132975 and 333-136980) and in the related Prospectuses, and in the Registration Statements on Form S-8 (Nos. 333-105621 and 333-134767) of the Company of the summary information concerning the 2006 Review, including the reference to our firm included with such information, as set forth above in the Form 10-K.

Sincerely yours,

MWH Australia Pty Ltd

/s/  TATYANA ALEXIEVA Tatyana Alexieva
Project Manager

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Exhibit 23.6

EX-23.7

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Exhibit 23.7

[Letterhead of MWH AMERICAS INC.]

March 11, 2008

Mr. Howard Harlan
Vice President, Business Development
Vista Gold Corp.
7961 Shaffer Parkway, Suite 5
Littleton, CO 80127

RE: CONSENT OF MWH AMERICAS INC.

Dear Mr. Harlan:

The undersigned, MWH Americas Inc., hereby states as follows:

        Our firm assisted with a technical study, completed in 2008 (the "2008 Review") concerning mineralized material in the Awak Mas property, for Vista Gold Corp. (the "Company"), portions of which are summarized under the caption "Item 2. Properties — Awak Mas — Geology" in the Company's Annual Report on Form 10-K for the year ended December 31, 2007 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335, 333-129720, 333-132975 and 333-136980) and in the related Prospectuses, and in the Registration Statements on Form S-8 (Nos. 333-105621 and 333-134767) of the Company of the summary information concerning the 2008 Review, including the reference to our firm included with such information, as set forth above in the Form 10-K.

Sincerely yours,

MWH Americas Inc.

/s/  TATYANA ALEXIEVA Tatyana Alexieva
Project Manager

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Exhibit 23.7

EX-23.8

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Exhibit 23.8

[Letterhead of Pincock, Allen & Holt]

CONSENT OF PINCOCK, ALLEN & HOLT
For Annual Report Form 10-K and Registration Statements on Forms S-3 and S-8

        Pincock, Allen & Holt, Inc. (PAH) hereby consent to the use of our name and references to our firm which assisted with technical studies (collectively, the "Technical Studies"), concerning mineralized material contained in the Yellow Pine property (study completed in 2003 and preliminary assessment completed in 2006) and the Guadalupe de los Reyes property (study completed in 2003), for Vista Gold Corp. (the "Company"), as well as a study concerning mineralized material contained in the Guadalupe de los Reyes property for Grandcru Resource Corporation (study completed in 2005), portions of which are summarized under the captions "Item 2. Properties — Yellow Pine — Geology" and "Item 2. Properties — Guadalupe de los Reyes — Geology" in this Annual Report on Form 10-K for the year ended December 31, 2007 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335, 333-129720, 333-132975 and 333-136980) and in the related Prospectuses, and in the Registration Statements on Form S-8 (Nos. 333-105621 and 333-134767) of the Company of the summary information concerning the Technical Studies, including the references to our firm included with such information, as set forth above in the Form 10-K.

Dated this 11th day of March, 2008.

Sincerely,

PINCOCK ALLEN & HOLT, INC.

/s/  RICHARD J. LAMBERT, P.E. RICHARD J. LAMBERT, P.E.
Vice President, Mining and Geological Services

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Exhibit 23.8

CONSENT OF PINCOCK, ALLEN & HOLT For Annual Report Form 10-K and Registration Statements on Forms S-3 and S-8

EX-23.9

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Exhibit 23.9

[Letterhead of Resource Development Incorporated]

CONSENT OF RESOURCE DEVELOPMENT INCORPORATED

        The undersigned, Resource Development Incorporated, hereby states as follows:

        Our firm assisted with technical studies (collectively, the "Technical Studies"), concerning mineralized material contained in the Paredones Amarillos property (study completed in 2005 and updated in 2007), the Mt. Todd property (study completed in 2006), the Awak Mas Property (study completed in 2008) and the Long Valley Property (study completed in 2008), for Vista Gold Corp. (the "Company"), portions of which are summarized under the captions "Item 2. Properties — Paredones Amarillos — Preliminary Feasibility Study", "Item 2. Properties — Mt. Todd — Geology", "Item 2. Properties — Awak Mas — Geology" and "Item 2. Properties — Long Valley — Geology" in the Company's Annual Report on Form 10-K for the year ended December 31, 2007 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335, 333-129720, 333-132975 and 333-136980) and in the related Prospectuses, and in the Registration Statements on Form S-8 (Nos. 333-105621 and 333-134767) of the Company of the summary information concerning the Technical Studies, including the references to our firm included with such information, as set forth above in the Form 10-K.

	RESOURCE DEVELOPMENT INCORPORATED
	By:	/s/  DEEPAK MALHOTRA Name: Deepak Malhotra Title: President
Date: March 11, 2008

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Exhibit 23.9

CONSENT OF RESOURCE DEVELOPMENT INCORPORATED

EX-23.10

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Exhibit 23.10

[Letterhead of Snowden Mining Industry Consultants Inc.]

CONSENT OF SNOWDEN MINING INDUSTRY CONSULTANTS INC.

        The undersigned, Snowden Mining Industry Consultants Inc., hereby states as follows:

        Our firm prepared an independent technical report (the "Technical Report"), concerning mineralized material contained in the Paredones Amarillos property (study completed in 2002), for Vista Gold Corp. (the "Company"), portions of which are summarized under the caption "Item 2. Properties — Paredones Amarillos — Preliminary Feasibility Study" in this Annual Report on Form 10-K for the year ended December 31, 2007 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335, 333-129720, 333-132975 and 333-136980) and in the related Prospectuses, and in the Registration Statements on Form S-8 (Nos. 333-105621 and 333-134767) of the Company of the summary information concerning the Technical Report, including the references to our firm included with such information, as set forth above in the Form 10-K.

Snowden Mining Industry Consultants Inc.
By:	/s/  ROBERT J. MCCARTHY Name: Robert J. McCarthy, P.Eng. Title: General Manager — Vancouver

Date: March 12, 2008

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Exhibit 23.10

EX-23.11

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Exhibit 23.11

[Letterhead of Tetra Tech, Inc.]

CONSENT OF TETRA TECH, INC.

        The undersigned, Tetra Tech, Inc., hereby states as follows:

        Our firm prepared an independent technical study, completed in 2008 (the "Technical Study") concerning mineralized material in the Mt. Todd property, for Vista Gold Corp. (the "Company"), portions of which are summarized under the caption "Item 2. Properties — Mt. Todd — Geology" in the Company's Annual Report on Form 10-K for the year ended December 31, 2007 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335, 333-129720, 333-132975 and 333-136980) and in the related Prospectuses, and in the Registration Statements on Form S-8 (Nos. 333-105621 and 333-134767) of the Company of the summary information concerning the Technical Study, including the reference to our firm included with such information, as set forth above in the Form 10-K.

	TETRA TECH, INC.
	By:	/s/  JOHN W. ROZELLE, P.G. Name: John W. Rozelle, P.G. Title: Principal Geologist
Date: March 11, 2008

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Exhibit 23.11

CONSENT OF TETRA TECH, INC.

EX-23.12

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Exhibit 23.12

[Letterhead of WLR Consulting, Inc.]

CONSENT OF WLR CONSULTING, INC.

        The undersigned, WLR Consulting, Inc., hereby states as follows:

        Our firm assisted with a technical study, completed in 2005 (the "Technical Study") relating to mineralized material in the Paredones Amarillos property, for Vista Gold Corp. (the "Company"), portions of which are summarized under the caption "Item 2. Properties — Paredones Amarillos — Preliminary Feasibility Study" in this Annual Report on Form 10-K for the year ended December 31, 2007 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335, 333-129720, 333-132975 and 333-136980) and in the related Prospectuses, and in the Registration Statements on Form S-8 (Nos. 333-105621 and 333-134767) of the Company of the summary information concerning the Technical Study, including the reference to our firm included with such information, as set forth above in the Form 10-K.

	WLR CONSULTING, INC.
	By:	/s/  WILLIAM L. ROSE Name: William L. Rose Title: President
Date: March 12, 2008

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Exhibit 23.12

CONSENT OF WLR CONSULTING, INC.

EX-24

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Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael B. Richings, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name and/or his behalf, to do any and all acts and things and to execute any and all instruments which said attorney-in-fact and agent may deem necessary or advisable to enable Vista Gold Corp. to comply with the Securities Exchange Act of 1934, as amended (the "Act"), and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, including, without limitation, the power and authority to sign his name in any and all capacities (including his capacity as a Director and/or Officer of Vista Gold Corp.) to the Annual Report on Form 10-K of Vista Gold Corp. for the fiscal year ended December 31, 2006 and the undersigned hereby ratifies and confirms all that said attorney-in-fact and agent, or any substitute or substitutes for him, shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have subscribed these presents on the dates stated.

Signature	Title	Date
/s/ John M. Clark John M. Clark	Director	March 17, 2008
/s/ C. Thomas Ogryzlo C. Thomas Ogryzlo	Director	March 17, 2008
/s/ Tracy Stevenson Tracy Stevenson	Director	March 17, 2008
/s/ W. Durand Eppler W. Durand Eppler	Director	March 17, 2008

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Exhibit 24

POWER OF ATTORNEY

EX-31.1

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Exhibit 31.1

CERTIFICATION

I, Michael B. Richings, certify that:

1.    I have reviewed this annual report on Form 10-K of Vista Gold Corp.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: March 17, 2008 /s/ Michael B. Richings Michael B. Richings,
Executive Chairman and Chief Executive Officer

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Exhibit 31.1

CERTIFICATION

EX-31.2

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Exhibit 31.2

CERTIFICATION

I, Gregory G. Marlier, certify that:

1.    I have reviewed this annual report on Form 10-K of Vista Gold Corp.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: March 17, 2008 /s/ Gregory G. Marlier Gregory G. Marlier
Chief Financial Officer

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Exhibit 31.2

CERTIFICATION

EX-32.1

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Exhibit 32.1

STATEMENT PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Vista Gold Corp. (the "Corporation") on Form 10-K for the period ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Corporation does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Dated: March 17, 2008 /s/ Michael B. Richings Michael B. Richings,
Executive Chairman and Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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Exhibit 32.1

STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.2

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Exhibit 32.2

STATEMENT PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Vista Gold Corp. (the "Corporation") on Form 10-K for the period ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Corporation does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Dated: March 17, 2008 /s/ Gregory G. Marlier Gregory G. Marlier,
Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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Exhibit 32.2

STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002