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, 2004

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	None
(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 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:    o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the 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, 2004, 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 $63,000,000.

Outstanding Common Shares:    As of March 31, 2005, 18,218,022 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 2005 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	4
ITEM 2. PROPERTIES	16
ITEM 3. LEGAL PROCEEDINGS	29
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS	29
EXECUTIVE OFFICERS OF THE CORPORATION	29
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	31
ITEM 6. SELECTED FINANCIAL DATA	33
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	33
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	42
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	43
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	74
ITEM 9A. CONTROLS AND PROCEDURES	74
ITEM 9B. OTHER INFORMATION	74
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT	75
ITEM 11. EXECUTIVE COMPENSATION	75
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	75
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	75
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	75
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	76

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 Trust Company of Canada (formerly Montreal Trust Company of Canada).

"Corporation" means the consolidated group consisting of Vista Gold Corp. and its subsidiaries Hycroft Resources & Development, Inc., Hycroft Lewis Mine, Inc., Vista Gold Holdings Inc., Vista Gold U.S. Inc., Vista Nevada Corp., Granges Inc., Vista Gold (Antigua) 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, and Mineral Ridge Resources Inc.

"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.

"Hycroft Inc." or "HRDI" means Hycroft Resources & Development, Inc.

"Hycroft Lewis" means Hycroft Lewis Mine, Inc.

"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

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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.

"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 "Vista Gold" and the "Corporation" unless the context otherwise requires, mean 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 concerning, among other things, mineralized material, proven or probable reserves and cash operating costs. Such statements are typically punctuated by words or phrases such as "anticipates", "estimates", "projects", "foresees", "management believes", "believes" and words or phrases of similar import. Such statements are subject to certain risks, uncertainties or assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Important factors that could cause actual results to differ materially from those in such forward-looking statements are identified in this document under "Part I—Item 1. Business—Risk Factors". Vista Gold assumes no obligation to update these forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting such statements.

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PART I

ITEM 1. BUSINESS.

Overview

Vista Gold is currently engaged in the evaluation, acquisition and exploration of gold exploration and potential development projects. 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 mineralized material. In addition, the Corporation looks for opportunities to improve the value of its gold projects through exploration drilling, and/or introducing technological innovations. The Corporation expects that emphasis on gold project acquisition and improvement will continue in the future.

Currently the Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills and Wildcat projects and the Hycroft mine, all in Nevada; the Long Valley project in California; the Yellow Pine project in Idaho; the Paredones Amarillos and Guadalupe de los Reyes projects in Mexico; and the Amayapampa project in Bolivia. Additional information about these projects is available in "Item 2. Properties". The Corporation also owns five exploration projects in Canada and approximately 25% of the shares of Zamora Gold Corp., a company exploring for gold in Ecuador. In November 2004, the Corporation signed an option agreement to acquire the Awak Mas project in Sulawesi, Indonesia as summarized below.

The Corporation does not produce gold in commercial quantities and does not currently generate operating earnings. Through fiscal 2004, funding to acquire gold properties, explore and to operate the Corporation has been acquired through private placements of equity units consisting of the Corporation's Common Shares and warrants to purchase Common Shares. The Corporation expects to continue to raise capital through the exercise of warrants and through additional equity financings.

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 and Da Capo Resources Ltd. amalgamated under the name "Vista Gold Corp.". Effective December 19, 1997, Vista Gold was continued from British Columbia to the Yukon Territory, Canada under the Business Corporations Act (Yukon Territory).

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, 2004, the Corporation had ten full-time employees, of whom four were employed at the Hycroft mine and six were employed at the Corporation's executive office in Littleton. The Corporation uses consultants with specific skills to assist with various aspects of its project evaluation, due diligence, acquisition initiatives, corporate governance and property management.

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Segment Information

Segment information is provided in the Consolidated Financial Statements—Note 17.

Significant Developments in 2004

Private Placement Financing

On September 29, 2004, the Corporation completed a private placement financing in which it sold and issued a total of 1,966,456 units, at a price of $3.30 per unit for aggregate gross proceeds of $6.5 million. Net proceeds to the Corporation were $6.1 million. Each unit consisted of one common share and one two-year common share purchase warrant with an exercise price of $4.75. See the Consolidated Financial Statements—Note 8(i).

Payments on Properties

Through the use of cash and equity units, consisting of the Corporation's Common Shares and warrants to purchase Common Shares, as consideration, the Corporation continued its efforts 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, the Corporation continued its efforts to improve the value of its gold projects through exploration drilling and reengineering the operating assumptions underlying previous engineering work. As discussed under "Item 2. Properties", the Corporation continued with remaining scheduled payments on gold projects acquired in 2003. These payments are described below. The Corporation is current with all its payment obligations.

Long Valley

The Corporation 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, the Corporation would pay Standard $750,000 over five years in annual installments. As of December 31, 2004, the Corporation has paid the first and second installments of $100,000 each. The third installment of $100,000 was paid in January 2005.

Hasbrouck and Three Hills

On May 23, 2003, the Corporation executed a purchase agreement with Newmont Capital which includes the Hasbrouck property and the Three Hills property. Terms of the purchase included a $50,000 cash payment on signing, and 50,475 Common Shares of the Corporation issued to Newmont Capital in June and July 2004, valued at $200,000. Newmont Capital, at its option, will retain either: (a) a 2% net smelter returns royalty in each project together with the right to a $500,000 cash payment at the start of commercial production at either project and a further $500,000 cash payment if, after the start of commercial production, the gold price averages $400 per ounce or more for any three-month period; or (b) the right to acquire 51% of either or both projects. The latter right would be exercisable only after the later of four years or the time when the Corporation has incurred aggregate expenditures of $1.0 million to acquire, explore and hold the projects.

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. The Corporation paid $300,000 as of August 1, 2003, and on August 2, 2004, the Corporation made a $500,000 payment towards the purchase by issuing 138,428 Common Shares of the Corporation. An additional

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$500,000 in cash will 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. The Corporation has the right to terminate the agreement at any time.

Wildcat

During September and October 2003, the Corporation acquired the Wildcat project and the associated exploration data in three separate transactions. The total consideration for these transactions was 50,000 Common Shares of the Corporation and $250,000 paid on signing, $300,000 paid on August 15, 2004 and $50,000 paid on October 12, 2004. An additional $500,000 is payable at the commencement of commercial production.

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 another option payment of $100,000 on November 7, 2004. The agreement calls for Idaho Gold to make eight 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, all option payments shall be applied as a credit against the purchase price of $1,000,000. The subsidiary has the right to terminate the agreement at any time without penalty.

Agreement to Sell Amayapampa

On December 11, 2003, the Corporation reached an agreement to sell the Amayapampa project to Luzon Minerals Ltd. ("Luzon") of Vancouver, British Columbia, Canada. Completion of the transaction was initially subject to the receipt of all regulatory and other approvals, and completion of due diligence satisfactory to Luzon by June 1, 2004. Luzon issued the Corporation 50,000 common shares initially, and during the due diligence period, Luzon was to pay the Corporation $10,000 per month for the first four months, then $15,000 per month for the fifth and sixth months. At completion of the due diligence period, Luzon was to pay the Corporation $930,000 and issue the Corporation 2,000,000 common shares. At the end of the due diligence period, the Corporation and Luzon agreed to modify the terms of the original purchase agreement. Under the modified terms, Luzon issued the Corporation 200,000 common shares, agreed to pay an additional $15,000 per month for two months, and assumed all holding costs for Amayapampa beginning August 1, 2004, and agreed to pay $900,000 and issue the Corporation an additional 2,000,000 common shares upon receipt of transaction approval from the TSX Venture Exchange. In January 2005, the Corporation announced that Luzon had informed Vista Gold that it wished to exercise its option to purchase the Amayapampa project. In addition, the companies agreed, subject to regulatory approval, to further amend the terms of the original purchase option agreement with respect to the payments previously due on January 15, 2005 and January 1, 2006. The amended agreement calls for the Corporation to receive from Luzon, within five business days of receiving TSX Venture Exchange approval, a payment consisting of $100,000 and 2,000,000 Luzon common shares. This will be followed, on the earlier of June 15, 2005, or the date of the next financing completed by Luzon after January 19, 2005, by a payment of $850,000 in cash or, at Luzon's option, $425,000 in cash and $425,000 in units consisting of Luzon common shares and warrants to purchase common shares. The final payment will be made at the earlier of the start of construction or June 15, 2006. This payment remains unchanged from the original agreement, as reported in December 2003, in that Luzon will pay Vista $4,000,000 in cash, or at Vista's option, a combination of Luzon common shares and cash based on Luzon's share price (See also Consolidated Financial Statements—Note 20).

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Agreement for New Bond for Hycroft

In December 2003, the Corporation's wholly-owned subsidiary, Hycroft Resources & Development, Inc. ("HRDI") reached an agreement in principle with member companies of American International Group, Inc. to replace the existing bond coverage for the Hycroft mine with a new bond package which includes an insurance component and covers all existing reclamation liability at the Hycroft mine. On January 30, 2004, the final bond package agreement was executed. The new bond package calls for an initial payment of $4.0 million and two additional payments of $1.3 million which were paid on July 22, 2004, and December 22, 2004, respectively. On April 16, 2004, the U.S. Bureau of Land Management, Nevada State Office, approved the new insurance/assurance bonding instrument which replaced the existing bond, the letters of credit and the existing indemnity agreement between HRDI and the Corporation. The bond package allows for future increases if the Hycroft mine resumes production.

Option Agreement to Acquire Awak Mas Project, Indonesia

On November 2, 2004, the Corporation signed an option agreement to acquire the Awak Mas gold deposit located in Sulawesi, Indonesia, for a purchase price of $1.5 million. Under the terms of the agreement, the Corporation will have up to six months to conduct due diligence while paying the owners $15,000 per month. The monthly option payments, as well as costs up to $150,000 expended to correct any deficiencies in asset standing, will be credited towards the purchase price.

Agreement with Pintail Gold Technology, LLC

On June 2, 2004, the Corporation reached an agreement with Pintail Gold Technology, LLC ("Pintail"), a Denver-based biotechnology firm. The agreement calls for Pintail to complete a development program and feasibility study to demonstrate the economic and technical feasibility of recovering gold from the currently dormant heap leach pads located at the Hycroft mine site in Nevada. These pads have been treated previously to recover gold but still contain approximately 600,000 ounces of gold. Pintail is a U.S. research and development firm, which has, over the last 17 years, developed technology employing various natural microbial processes to enhance and accelerate gold recovery through solution leaching, Pintail believes its technology may be used to treat the gold ore in the heap leach piles and recover significant percentages of the remaining gold.

The study, to be funded solely by Pintail, is expected to last one year and to cost $500,000. If the study demonstrates that gold can be recovered for a total cost (capital plus operating costs) per recovered gold ounce of less than one half the then prevailing gold price, Pintail will earn a 50% interest in a joint venture to develop a commercial gold operation to produce gold from the heap leach piles.

Subsequent Event

Agreement for Canyon Resources Option to Purchase Hycroft

In January 2005, the Corporation announced that it had signed a binding letter of intent agreement with Canyon Resources Corporation ("Canyon") of Golden, Colorado, to grant Canyon a six-month option to purchase the Hycroft mine in Nevada. Completion of the transaction is subject to the negotiation and execution of a definitive option and purchase agreement and regulatory approval. The agreement provides for Canyon to expend $500,000 on a program of development and exploration drilling and mine engineering. At any time during the six-month period, Canyon may exercise its option to purchase Hycroft for an aggregate amount of $10.0 million consisting of a combination of $4.0 million in cash and $6.0 million in units, with each unit consisting of one share of Canyon common stock and a warrant to purchase one half of one share of Canyon common stock. In addition, Canyon would have the choice either to arrange new reclamation bonding for Hycroft or assume the existing bond (subject to bonding company approval). If Canyon assumes the existing bond, Canyon would pay the Corporation the difference, over a number of years, between the bond amount (approximately $6.8 million) and the

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bonding company's accepted cost estimate of reclamation (approximately $4.2 million), or approximately $2.6 million (See also Consolidated Financial Statements—Note 20).

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, 2004, for each subsidiary of Vista Gold is set out below.

(1)

The Corporation is in the process of dissolving Mineral Ridge Resources Inc.

Property Interests and Mining Claims

In the United States, most of the Corporation's exploration activities are conducted in the state of Nevada, with additional activities in California and Idaho. 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 the Corporation to explore or develop such property. Generally, these agreements take the form of long term mineral leases under which the Corporation acquires 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 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

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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 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

The Corporation generally is 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.

The Corporation's principal reclamation liability is the Hycroft mine. A new bond was put in place on April 16, 2004, and payments aggregating $6.6 million were made during 2004 which will cover reclamation costs for the existing disturbance at the Hycroft mine. See "—Significant Developments in 2004."

Government Regulation

Mining operations and exploration activities are subject to various national, state, provincial and local laws and regulations in the United States, Bolivia, Mexico, Canada 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. The Corporation has obtained or has pending applications for those licenses, permits or other authorizations currently required to conduct its exploration and other programs. The Corporation believes that it is 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, Canada and the other jurisdictions in which the Corporation operates. There are no current orders or directions relating to the Corporation with respect to the foregoing laws and regulations.

Environmental Regulation

The Corporation's gold projects are subject to various federal, state and local laws and regulations governing protection of the environment. These laws are continually changing and, as a general matter, are becoming more restrictive. The Corporation's policy is to conduct business in a way that safeguards public health and the environment. The Corporation believes that its 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 the Corporation operates could require additional capital expenditures and increased operating and/or reclamation costs. Although the Corporation is unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of its projects.

During 2004, there were no material environmental incidents or non-compliance with any applicable environmental regulations. The Corporation estimates that it will not incur material capital expenditures for environmental control facilities during the current fiscal year.

Competition

The Corporation competes 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

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with other companies having substantially greater financial resources than the Corporation. As a result, the Corporation may have difficulty acquiring attractive gold projects at reasonable prices.

The Corporation believes no single company has sufficient market power to affect the price or supply of gold in the world market.

Risk Factors

An investment in the Corporation's Common Shares involves a high degree of risk. The risks described below are not the only ones facing the Corporation or otherwise associated with an investment in Vista Gold's Common Shares. Additional risks not presently known to the Corporation or which management currently considers immaterial may also adversely affect the Corporation's business. Management has attempted to identify the major factors that could cause differences between actual and planned or expected results, and has included all material risk factors. If any of the following risks actually happen, the Corporation's business, financial condition and operating results could be materially adversely affected.

Management cannot be certain that the Corporation's acquisition, exploration and development activities will be commercially successful.

The Corporation currently has no properties that produce gold in commercial quantities. The Corporation's gold production has declined steadily since mining activities were suspended at the Hycroft mine in 1998, and gold production is incidental to solution recirculation on the heaps.

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. There can be no assurance 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 the Corporation's assets and potential future results of operations and cash flow.

The Corporation's principal assets are gold reserves and mineralized material. The Corporation intends to attempt to acquire additional properties containing gold reserves and mineralized material. The price that the Corporation pays to acquire these properties will be, in large part, influenced by the price of gold at the time of the acquisition. The Corporation's 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 there from, will vary in proportion to variations in gold prices. The price of gold has fluctuated widely, and is affected by numerous factors beyond the control of the Corporation, 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 the Corporation's projects, cannot accurately be predicted. Any drop in the price of gold would adversely affect the Corporation's 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 the Corporation has 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

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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 the Corporation could elect not to insure itself against such liabilities due to high premium costs or other reasons, in which event, the Corporation could incur significant costs that could have a material adverse effect on its financial condition.

Reserve calculations 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. Any material change in the quantity of reserves, mineralization, grade or stripping ratio may affect the economic viability of the Corporation's 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.

The Corporation's exploration and development operations are subject to environmental regulations, which could result in incurrence of additional costs and operational delays.

All phases of the Corporation's 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 the Corporation's projects. The Corporation is currently subject to environmental regulations with respect to its properties in Nevada, California, and Idaho in the United States, as well as Bolivia and Mexico.

The Hycroft mine in Nevada occupies private and public lands. The public lands include unpatented mining claims on lands administered by the U.S. Bureau of Land Management, Nevada State Office. These claims are governed by the laws and regulations of the U.S. federal government and the state of Nevada.

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 U.S. 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 undertaken by the Corporation.

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. The Corporation's 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 the Corporation's 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. The Corporation cannot predict the potential for future CERCLA liability with respect to its Nevada property or surrounding areas.

Nevada Laws

At the state level, mining operations in Nevada are also regulated by the Nevada Department of Conservation and Natural Resources, Division of Environmental Protection. Nevada state law requires the Hycroft mine to hold Nevada Water Pollution Control Permits, which dictate operating controls and closure and post-closure requirements directed at protecting surface and ground water. In addition, the Corporation is required to hold Nevada Reclamation Permits required under NRS 519A.010 through 519A.170. These permits mandate concurrent and post-mining reclamation of mines and require the posting of reclamation bonds sufficient to guarantee the cost of mine reclamation. Other Nevada regulations govern operating and design standards for the construction and operation of any source of air contamination and landfill operations. Any changes to these laws and regulations could have an adverse impact on the Corporation's financial performance and results of operations by, for example, required changes to operating constraints, technical criteria, fees or surety requirements.

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, would require obtaining 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. A Plan of Operations/Reclamation Plan would be required. Also required would be 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 the Corporation's project is found to significantly adversely impact any of these baseline conditions, the Corporation 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 the Corporation has determined that the geometry of its Long Valley project would lend itself to compliance with this law, future adverse changes to this law could have a corresponding adverse impact on the Corporation's financial performance and results of operations, for example, by requiring changes to operating constraints, technical criteria, fees or surety requirements.

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 ("JRP"). Mining projects require the establishment and presentation of environmental baseline conditions for air, water, vegetation, wildlife, cultural, historical, geological,

12

geotechnical, geochemical, soil and socioeconomic parameters. An Environmental Impact Statement 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 the Corporation's project is found to significantly adversely impact any of these baseline conditions, the Corporation could incur significant costs to correct the adverse impact, or might have to delay the start of production.

Bolivia Laws

The Corporation is required under Bolivian laws and regulations to acquire permits and other authorizations before it 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 the Corporation has 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 the Corporation 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 the Corporation 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 the Corporation's project is found to significantly adversely impact any of these baseline conditions, the Corporation could incur significant costs to correct the adverse impact, or might have to delay the start of production.

Mexico Laws

The Corporation is 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 passage of Mexico's 1988 General Law on Ecological Equilibrium and Environmental Protection, a sophisticated system for environmental regulation has evolved. In addition, North American Free Trade Agreement ("NAFTA") requirements for regulatory standards in Mexico equivalent to those of the U.S. 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 the Corporation has the necessary permits to place the Paredones Amarillos project into production, there can be no assurance that the Corporation will be able to acquire updates to necessary permits or authorizations on a timely basis. Likewise, there can be no assurance that the Corporation 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.

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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, the Corporation could incur significant compliance costs, or delay the start of production.

The Corporation faces 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 those of the Corporation, the Corporation may be unable to acquire additional attractive mining claims or financing on terms management considers acceptable. The Corporation competes with other mining companies in the recruitment and retention of qualified managerial and technical employees. If the Corporation is unable to successfully compete for qualified employees, its exploration and development programs may be slowed down or suspended. The Corporation competes with other gold companies for capital. If the Corporation is unable to raise sufficient capital, its exploration and development programs may be jeopardized or it may not be able to acquire, develop or operate gold projects.

The Corporation may be unable to raise additional capital on favorable terms.

The exploration and development of the Corporation's development properties, specifically the construction of mining facilities and commencement of mining operations, may require substantial additional financing. Significant capital investment is required to achieve commercial production from each of the Corporation's non-producing properties. The Corporation will have to raise additional funds from external sources in order to maintain and advance its 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, the Corporation may have to substantially reduce or cease operations.

Some of the Corporation's directors may have conflicts of interest as a result of their involvement with other natural resource companies.

Some of Vista Gold's directors are directors or officers of other natural resource or mining-related companies. Robert A. Quartermain is President and a director of Silver Standard Resources Inc., and is a director of Canplats Resources Corporation, Radiant Resources, Inc., IAMGold Corporation, Rare Element Resources Ltd., Esperanza Silver Corporation, Kimber Resources Inc. and Strathmore Minerals Corp. C. Thomas Ogryzlo is the President, CEO and a director of Polaris Geothermal Inc., and is a director of Tiomin Resources Inc., Birim Goldfields Inc., Plata Peru Mining Inc. and Baja Mining Corp. Michael B. Richings, who is also the Corporation's President and Chief Executive Officer, is a director of Triumph Gold Corp. (successor to IMC Ventures), which holds interests in mining properties. John Clark is a director of Impact Energy Inc. (a Canadian oil and gas exploration company) and CFO and a director of Polaris Geothermal 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 to 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

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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 the Corporation's title in its mineral properties.

There may be challenges to title to the mineral properties in which the Corporation holds a material interest. If there are title defects with respect to any of the Corporation's properties, the Corporation might be required to compensate other persons or perhaps reduce its 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.

The Corporation's property interests in Bolivia and Mexico are subject to risks from political and economic instability in those countries.

The Corporation has property interests in Bolivia and Mexico, 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 or Mexico may adversely affect the Corporation's business. The Corporation 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.

The Corporation's financial position and results are subject to fluctuations in foreign currency values.

Because the Corporation has mining exploration and development operations in North and South America, it is subject to foreign currency fluctuations, which may materially affect its financial position and results. The Corporation does not engage in currency hedging to offset any risk of currency fluctuations.

The Corporation measures and reports financial results in U.S. dollars. The Corporation has mining projects in Bolivia and Mexico, and is looking for other projects elsewhere in the world. Economic conditions and monetary policies in these countries can result in severe currency fluctuations.

Currently all the Corporation's material transactions in Mexico and Bolivia are denominated in U.S. dollars. However, if the Corporation were to begin commercial operations in Mexico or Bolivia (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.

The market price of the Corporation's Common Shares could decrease as a result of the impact of the significant increase in the number of outstanding Common Shares that may result from exercise of warrants issued pursuant to its equity issuances in 2002, 2003 and 2004.

At March 31, 2005, the Corporation had outstanding 18,218,022 Common Shares. An additional 4,767,903 shares are issuable upon exercise of warrants, including warrants issued upon conversion of debentures, all as acquired from the Corporation in private placement transactions in 2002, 2003 and 2004, as described in previous filings with the U.S. Securities and Exchange Commission including its Annual Report on Form 10-K for the year ended December 31, 2003. If all of the warrants are exercised, the number of currently outstanding Common Shares would increase by approximately 26.2%, to 22,985,925. The impact of the issuance of a significant amount of Common Shares from these warrant exercises may place substantial downward pressure on the market price of the Corporation's Common Shares.

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It may be difficult to enforce judgments or bring actions outside the United States against the Corporation and certain of its 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 2.    PROPERTIES.

Detailed information is contained herein with respect to the Maverick Springs and Mountain View projects, the Hycroft mine, and the Long Valley, Paredones Amarillos, Amayapampa, Hasbrouck, Three Hills, Guadalupe de los Reyes, Wildcat, and Yellow Pine projects. The Corporation holds the Maverick Springs, Mountain View, Long Valley, Hasbrouck, Three Hills, and Wildcat projects through its indirect wholly-owned subsidiary, Vista Nevada Corp.; the Hycroft mine is held through its indirect wholly-owned subsidiary, Hycroft Lewis Mine, Inc.; Paredones Amarillos and Guadalupe de los Reyes are held through its wholly-owned subsidiary, Minera Paredones Amarillos S.A. de C.V.; Amayapampa is held through its indirect wholly-owned subsidiary, Minera Nueva Vista S.A., and the Yellow Pine project is held through its indirect wholly-owned subsidiary, Idaho Gold Resources LLC. 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.

Maverick Springs

The Maverick Springs project is located in northeast Nevada at the southeast end of the Carlin Trend belt of gold-silver mineralization, approximately half-way between Elko and Ely, Nevada. The property consists of 86 claims with a total area of approximately 3,900 acres.

On October 7, 2002, the Corporation completed the acquisition of a 100% interest in the Maverick Springs gold and silver project from Newmont Mining Corporation ("Newmont") and the Mountain View gold project (described below) from Newmont's wholly-owned subsidiary Newmont Capital Limited. To acquire the interest in Maverick Springs, the Corporation paid cash of $250,000 and issued 141,243 equity units to Newmont, each unit comprised of one Common Share and one two-year warrant. Newmont retained a 1.5% net smelter returns royalty, and on October 7, 2003, the Corporation issued to Newmont 122,923 Common Shares and 122,923 warrants to purchase Common Shares. In addition, pursuant to acquisition agreement terms the Corporation completed 34,060 feet of drilling as of October 7, 2004, and must complete an additional 15,940 feet of drilling before October 7, 2006. The Corporation may terminate this agreement at any time after October 7, 2004. After October 7, 2006, Newmont has a one-time right to acquire a 51% interest in the Maverick Springs project, by paying to the Corporation twice the amount that the Corporation has spent on the project, including acquisition costs. In the event that Newmont exercises this right, Newmont will relinquish its 1.5% net smelter returns royalty. (See also Consolidated Financial Statements—Note 4).

Maverick Springs is subject to a lease agreement (the "Artemis lease"), between Newmont and Artemis Exploration Company. The lease was entered into on October 1, 2001, and the key terms include: payment of advanced minimum royalties of $50,000 on October 1, 2003, (this has been paid) and advanced minimum royalties of $100,000 on October 1, 2004, (this has been paid) and each year thereafter while the agreement is in effect; work commitments of 6,400 feet of exploration drilling, on or before October 1 in

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each of 2002 (extended by agreement to November 15, 2002), 2003 and 2004 (the 2002, 2003 and 2004 commitments have been met), a preliminary economic evaluation to be conducted by October 1, 2004 which has been extended to April 7, 2005; and a net smelter returns royalty based on a sliding scale ranging from 2% to 6%, depending on gold and silver prices at the time of production.

On June 9, 2003, the Corporation entered into an agreement granting Silver Standard Resources Inc. ("SSRI") an option to acquire the Corporation's interest in the silver mineralized material hosted in the Maverick Springs project. The Corporation will retain its 100% interest in the gold mineralized material. The agreement with SSRI is subject to the terms of the purchase agreement between Newmont and the Corporation. Under the agreement, SSRI will pay $1.5 million over four years, of which $949,823 was paid to the Corporation in 2003 and $428,481 in 2004. The remaining $121,696 will be used by the Corporation to fund exploration programs, land holding costs and option payments. SSRI and the Corporation have formed a committee to jointly manage exploration of the Maverick Springs project. The Corporation is the operator and has a 45% vote on the committee, and SSRI has a 55% vote. After SSRI has completed its $1.5 million in payments, costs will be shared by the two corporations on the same ratio as established for operation of the management committee: Vista Gold 45% / SSRI 55%, subject to standard dilution provisions. (See also Consolidated Financial Statements—Notes 4 and 19).

In November 2002, the Corporation completed a 7,020-foot drill program on the Maverick Springs project. The program consisted of seven vertical reverse circulation holes, stepped out 500 feet to 2,200 feet from previously identified mineralization. All seven holes encountered flat-lying mineralization, predominantly oxidized to depths of up to 900 feet. The program outlined continuous mineralization in a 2,200-foot by 1,200-foot area, immediately adjacent to known gold-silver mineralization. With additional in-fill drilling, this newly outlined mineralization has the potential to significantly increase the mineralized material.

In October 2003, the Corporation completed a 14-hole reverse circulation program totaling 14,020 feet. Intercepts indicate the potential for bulk-mineable gold-silver mineralization.

In October 2004, the Corporation completed a 13-hole reverse circulation program totaling 13,020 feet. Intercepts indicate the potential for bulk-mineable gold-silver mineralization.

Geology

Maverick Springs can be classified as a Carlin-type or sediment/carbonate hosted disseminated silver-gold deposit. Sediment hosted deposits are common within northern Nevada, although the systems are usually gold dominated with relatively minor amounts of silver. Silver and gold mineralization at Maverick Springs has been interpreted as a roughly antiformal or arch-shaped zone with an axis that plunges shallowly to the south and seems to flatten to horizontal over the northern half of the deposit. The limbs of the arch dip shallowly to moderately at 10-30^o to the east and west. Overall, the mineralized zone is elongate in the north-south direction with a length of over 6,000 feet, a width of up to 3,000 feet, and a thickness of commonly 100-300 feet.

Mineralization consists of micron-sized silver and gold with related pyrite, stibnite and arsenic sulfides. It is usually associated with intense fracturing and brecciation, with or without accompanying whole-rock silicification or stockwork quartz.

Alteration consists of pervasive decalcification, weak to intense silicification and weak alunitic argillization. Massive jasperoid is common in surface exposures and in drill core. Oxidation has affected all sulfides on surface and is pervasive to a depth of at least 400 feet, intermittent to 900 feet, and generally absent below 1,000 feet.

Based on a third-party technical study completed on April 13, 2004, by Snowden Mining Industry Consultants of Vancouver, British Columbia, the Maverick Springs project contains approximately 69.6 million tons of mineralized material with an average grade of 0.01 ounces of gold per ton and

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1.0 ounce of silver per ton at a silver-equivalent cut-off grade of 1.0 ounce of silver per ton. A 15,000 foot drill program is planned for 2005.

Mountain View

The Mountain View property is located in northwest Nevada near the Blackrock Desert. The property is approximately 15 miles northwest of Gerlach, Nevada in Washoe County; it straddles the boundary between the Squaw Valley and Banjo topographic quadrangles. The property currently consists of 127 claims with a total area of approximately 2,360 acres.

The Corporation's acquisition of the Mountain View property was completed along with that of the Maverick Springs property, as described above. To acquire the interest in the Mountain View property, the Corporation paid cash of $50,000 and issued 56,497 equity units, each unit comprised of one Common Share and a two-year warrant, to Newmont Capital, and Newmont Capital retains a 1.5% net smelter returns royalty. In addition, the Corporation completed 8,055 feet of drilling before October 7, 2004, as required by the underlying agreement. The Corporation may terminate this agreement at any time. After October 7, 2006, Newmont Capital has a one-time right to acquire a 51% interest in the project, by paying to the Corporation twice the amount that the Corporation has spent on the project, including acquisition costs. In the event that Newmont Capital exercises this right, Newmont Capital will relinquish its 1.5% net smelter returns royalty (see also Consolidated Financial Statements—Note 4).

Newmont Capital's interest in the Mountain View property is subject to an underlying lease and two other royalty arrangements, the principal terms of which are: the underlying lease grants a 50% interest to Newmont in all claims, with a few exceptions where a 5% interest is granted; and the lessee may purchase the remaining interest in the claims for $250,000 at any time. The lessee is obligated to purchase the remaining 50% for $250,000 on achieving commercial production. Also, the lessee shall pay a 1% net smelter returns royalty during production, with advance minimum payments of $25,000 per year. Advanced royalties are deductible from the net smelter returns royalty and cease upon purchase of the remaining interest of the underlying lease. A 1% net smelter returns royalty also applies to certain other claims.

The Corporation completed a five-hole reverse circulation program totaling 4,003 feet in November 2003. The results indicate the presence of a new zone of bulk mineralization approximately 200 feet east of the known core of mineralization. The Corporation completed 4,070 feet of reverse circulation drilling in 2004, and the results indicate potential bulk-mineable gold mineralization and the down-dip extension of higher-grade gold mineralization.

Geology

The dominant rock types in the area are Miocene volcanics and interbedded volcaniclastic sediments. Minor greenschist facies Permo-Triassic strata occur to the northeast and a large body of granodiorite makes up the bulk of the Granite Range to the east and south.

The Miocene lithologies consist of mafic tuffs, rhyolite tuffs and flows, volcaniclastic sediments and basalts. These units are separated from the Granite Range to the east by a range front normal fault that dips steeply to the southwest. The gold mineralization is hosted by a unit known as the Severance rhyolite that is sandwiched between the range front fault to the northeast and older Tertiary tuffs, flows and volcaniclastic sediments to the southwest.

Structure on the property is dominated by northwest and northeast trending faults. Major fault offsets occur along the range-front fault system and these are offset by the northeast trending structures. Recent alluvium is offset by the range front faults.

Based on a third-party technical study completed December 17, 2002, by Snowden Mining Industry Consultants of Vancouver, British Columbia, the Mountain View project contains approximately

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23.2 million tons of mineralized material with an average grade of 0.013 ounces of gold per ton at a cut-off grade of 0.006 ounces of gold per ton.

Hycroft Mine

The Hycroft mine and related facilities are located 54 miles west of Winnemucca, Nevada. The Corporation acquired the Lewis mine in early 1987 and completed construction of the adjacent Crofoot mine project in April 1988. Mining operations at the Hycroft mine were suspended in December 1998, and the site was placed on care and maintenance. Gold production, from continued leaching and rinsing of the heap leach pads, continued in 2000 and 2001. In 2002, 2003 and 2004, the amount of gold recovered was not material, as expected. The mine is currently on care and maintenance. From inception in 1987 until suspension of mining operations in December 1998, the Hycroft mine produced over 1 million ounces of gold.

In January 2005, the Corporation announced that it had signed an agreement with Canyon Resources Corporation to grant Canyon a six-month option to purchase the Hycroft mine. See "Item 1. Business—Subsequent Event—Agreement for Canyon Resources Option to Purchase Hycroft".

Operating Statistics

Operating statistics for the Hycroft mine for the period 2000 to 2004 were as follows:

	Years ended December 31
	2004	2003	2002	2001	2000
Ore and waste material mined (000's of tons)	Nil	Nil	Nil	Nil	Nil
Strip ratio	Nil	Nil	Nil	Nil	Nil
Ore processed (000's of tons)(1)	Nil	Nil	Nil	Nil	Nil
Ore grade (oz. gold/ton)	N/A	N/A	N/A	N/A	N/A
Ounces of gold produced	Nil	Nil	Nil	3,232	13,493
Cash operating costs ($/oz. of gold)(2)	N/A	N/A	N/A	$210	$183

(1)

Ore processed means ore placed on pads but not necessarily leached during the year.

(2)

Cash operating costs are composed of all direct mining expenses including inventory changes, refining and transportation costs, less by-product silver credits.

Geology and ore reserves

The Hycroft mine is located on the western flank of the Kamma Mountains. The deposit is hosted in a volcanic eruptive breccia and conglomerates associated with the Tertiary Kamma Mountain volcanics. The volcanics are mainly acidic to intermediate tuffs, flows and coarse volcaniclastic rocks. Fragments of these units dominate the clasts in the eruptive breccia. Volcanic rocks have been block-faulted by dominant north-trending structures, which have affected the distribution of alteration and mineralization. The Central Fault and East Fault control the distribution of mineralization and subsequent oxidation. A post-mineral range-front fault separates the orebody from the adjacent Pleistocene Lahontan Lake sediments in the Black Rock Desert. The geological events have created a physical setting ideally suited to the open-pit, heap-leach mining operation at the Hycroft mine. The heap leach method is widely used in the southwestern United States and allows the economical treatment of oxidized low-grade ore deposits in large volumes.

The known gold mineralization within the Crofoot and Lewis properties extends for a distance of three miles in a north-south direction by 1.5 miles in an east-west direction. Mineralization extends to a depth of less than 330 feet in the outcropping to near-outcropping portion of the deposit on the northwest side to

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over 990 feet in the Brimstone deposit in the east. Not all the mineralization is oxidized and the depth of oxide ore varies considerably over the area of mineralization.

The Crofoot and Lewis properties together comprise approximately 12,230 acres. The Crofoot property, originally held under two leases, is owned by the Corporation subject to a 4% net profits interest retained by the former owners, and covers approximately 3,544 acres. The Lewis property, which virtually surrounds the Crofoot property, is held through a lease that covers approximately 8,686 acres. The mine is accessible by road and has access to adequate supplies of water and power.

The leasehold interest in the Lewis property extends until January 1, 2013, or for so long thereafter as commercial mining operations continue on the property. The Lewis lease provides for the payment to the lessor of a 5% net smelter returns royalty on gold production. The royalty increases for ore grades above 0.05 ounce per ton and is offset by annual advance minimum royalties. The Corporation has the right to commingle the ore from the Lewis property with ore from the adjoining Crofoot property under an agreement with the lessor of the Lewis property.

Gold production from the Brimstone deposit, the largest ore deposit at the Hycroft mine, had consistently exceeded projections. During 1999 and 2000, the Corporation conducted a $0.6 million exploration program to determine the reasons for the excess gold production, and to re-estimate the grade and tons of the reserves in the Brimstone deposit. Mineral Resources Development, Inc. ("MRDI"), an independent consultant was retained to assist with the evaluation and to provide an independent review of the recalculated mineable reserves. During the period 1996 through 1998, gold mined from the north end of the Brimstone deposit exceeded planned production by 47,090 ounces, or 26%. The excess gold production was a result of mining 13% more ore tons at a 12% higher average grade than predicted in the exploration reserve model.

To evaluate the potential for a similar favorable variance in the remaining Brimstone mineralized material, nine diamond drill holes for a total of 4,870 feet and 11 reverse-circulation drill holes for a total of 5,540 feet were completed in the unmined southern portion of the Brimstone deposit. Seventeen of the 20 holes were twin holes, which were used to establish an adjustment (upgrade) factor for the remaining Brimstone mineralized material. Working with MRDI engineers, a gold-grade enhancement of 25% was estimated. Based on a technical study completed by MRDI, Brimstone contains 41.9 million tons at an average grade of 0.020 ounces of gold per ton and 0.166 ounces of cyanide-soluble silver per ton, using a cut-off grade of 0.007 ounces of gold per ton. Cyanide-silver assays are a measure of the amount of silver that readily dissolves in a cyanide solution and reflect less than the total silver present.

In 2004, the Corporation completed an updated feasibility study on the Brimstone deposit. Proven and probable reserves are 32,429,000 tons of ore with an average grade of 0.0175 gold ounces per ton containing 566,500 ounces of gold. Ore reserve calculations were based on a gold price of $375 per ounce and the open-pit reserves had a strip ratio of 1.78 to 1 with an economic cut-off grade equivalent to 0.007 ounces of gold per ton. Silver was not reported.

Extraction dilution at the Hycroft mine is negligible due to the large size of the pit and the continuity of the ore body. Metallurgical recovery of gold from run-of-mine leaching of the Brimstone ore is projected to be 57% and the planned pit would have a stripping ratio of 1.2 to 1.

Exploration

The Corporation believes there is significant potential to extend the oxide mineralization to the south, along strike, at both the Central Fault and Brimstone deposits, but the greatest upside lies in the largely unexplored sulfide mineralization below the Brimstone deposit, as well as higher grade intercepts along the Central Fault.

Current mineralized material at Brimstone is limited to the oxide cap of an apparently large but previously unexplored gold-bearing sulfide system. Two diamond drill holes, drilled in 1996 and earlier, intercepted

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mineralized sulfides averaging 0.023 ounces per ton gold and 0.5 ounces per ton silver over intervals exceeding 500 feet in thickness. In 1996, the Corporation also intercepted 30 feet of gold mineralization in drill hole 95-2728. This intercept assayed 0.155 ounces per ton gold at a true depth of 310 feet below surface. The hole terminated in this mineralization; the true width of the mineralization is not known.

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.

The Corporation has an option to acquire 100% of the Long Valley project from Standard Industrial Minerals, Inc. ("Standard"). Under the terms of the option agreement, the Corporation would 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. The Corporation has made the January 2003, January 2004 and January 2005 payments (see Consolidated Financial Statements—Note 4). The Corporation retains the right to terminate the agreement at any time, and has no work commitments on the project.

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. The Corporation has 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.

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

Based on a third-party technical study completed February 20, 2003, by Mine Development Associates 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.

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 13,784 acres.

The Corporation acquired 100% of the project on August 29, 2002, from Viceroy Resource Corporation ("Viceroy"). To acquire the project, the Corporation paid cash of Cdn $1.0 million and issued 303,030 equity units to Viceroy, and on August 29, 2003, the Corporation paid Viceroy the remaining Cdn $0.5 million due pursuant to the acquisition contract (see also Consolidated Financial Statements—Note 4).

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.

On December 30, 2003, Resource Development Inc. ("RDi") of Denver, Colorado, an independent engineering firm, completed a study commissioned by the Corporation to review metallurgical test work and the bankable feasibility study completed by EBM to evaluate a revised flow sheet. The Corporation completed a metallurgical test program in 2004 that confirmed the viability of the revised process flow sheet. The Corporation plans to complete a prefeasibility level study in 2005. A 4,000 foot drilling program and a geophysical survey are planned for 2005. The program is designed to find extensions to resources within 2.4 miles of the current known resource.

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 EBM's proposed pit with the legs forming the east and west pit lobes.

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Based on a third-party technical study completed by Snowden Mining Industry Consultants of Vancouver, British Columbia on August 20, 2002, the Paredones Amarillos project contains approximately 61.4 million tons of mineralized material with an average grade of 0.031 ounces of gold per ton at a cut-off grade of 0.015 ounces of gold 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.

On December 11, 2003, the Corporation reached an agreement to sell the Amayapampa project to Luzon Minerals Ltd. ("Luzon") of Vancouver, British Columbia, Canada. Completion of the transaction was initially subject to the receipt of all regulatory and other approvals, and completion of due diligence satisfactory to Luzon by June 1, 2004. Luzon issued the Corporation 50,000 common shares initially, and during the due diligence period, Luzon paid the Corporation $10,000 per month for the first four months, then $15,000 per month for the fifth and sixth months. At completion of the due diligence period, Luzon was to pay the Corporation $930,000 and issue the Corporation 2,000,000 common shares. At the end of the due diligence period, the Corporation and Luzon agreed to modify the terms of the original purchase agreement. Under the modified terms, Luzon issued the Corporation 200,000 common shares and, agreed to pay the Corporation an additional $15,000 per month for two months, assumed all holding costs for Amayapampa beginning August 1, 2004, and agreed to pay $900,000 and issue the Corporation an additional 2,000,000 common shares upon receipt of transaction approval from the TSX Venture Exchange. In January 2005, the Corporation announced that Luzon had informed Vista Gold that it wishes to exercise its option to purchase the Amayapampa project. In addition, the companies agreed, subject to regulatory approval, to further amend the terms of the original purchase option agreement with respect to the payments previously due on January 15, 2005, and January 15, 2006. The amended agreement calls for the Corporation to receive from Luzon, within five business days of receiving TSX Venture Exchange approval, a payment consisting of $100,000 and 2,000,000 Luzon common shares. This will be followed, on the earlier of June 15, 2005, or the date of the next financing completed by Luzon after January 19, 2005, by a payment of $850,000 in cash, or at Luzon's option, $425,000 in cash and $425,000 in units consisting of Luzon common shares and warrants to purchase common shares. The final payment will be made at the earlier of the start of construction or June 15, 2006. This payment remains unchanged from the original agreement, as reported in December 2003, in that Luzon will pay Vista Gold $4,000,000 in cash, or at Vista's option, a combination of Luzon common shares and cash based Luzon's share price. If Luzon completes the purchase, and when production commences, Vista will also receive a 3% net smelter type royalty on gold production at gold prices of $450 per ounce or below and 4% at gold prices above $450 per ounce.

Geology and ore reserves

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

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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.

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.

In 2000, an updated and additional optimization study were completed on a feasibility study originally completed in 1997. Based on a technical study completed by Mine Reserve Associates, Inc., an independent consultant, total mineralized material was 14.2 million tons with an average grade of 0.047 ounces of gold per ton. Included in this mineralization were proven and probable reserves of 10.2 million tons grading 0.051 ounces per ton, containing 526,000 ounces of gold. The reserve calculation was based on a gold price of $300 per ounce. Reserves included extraction dilution of 5% of the tons and 1% of the total ounces. Extraction dilution does not result in any losses of recoverable gold.

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Hasbrouck

The Hasbrouck property is located in southwestern Nevada about 5 miles south-southwest of the town of Tonopah in Esmeralda County, Nevada, adjacent to U.S. Highway 95 and approximately half-way between Reno and Las Vegas. The property consists of 22 patented lode mining claims and 61 unpatented lode claims that cover an area of approximately 1,300 acres.

On May 23, 2003, the Corporation executed a purchase agreement with Newmont Capital Limited ("Newmont Capital"), a subsidiary of Newmont Mining Corporation, which includes both the Hasbrouck property and the Three Hills property, which lies approximately 4.5 miles to the north-northwest. Terms of the purchase include a $50,000 cash payment on signing and $200,000 or, at the Corporation's discretion, the equivalent in the Corporation's Common Shares one year after signing. In June and July 2004, the Corporation issued to Newmont Capital an aggregate 50,475 Common Shares at a deemed per share price of $3.96. The value of the Common Shares was based on the average AMEX closing price of the Common Shares over the ten-trading-day period ending one day before the first anniversary of the agreement. Newmont Capital, at its option, will retain either: (a) a 2% net smelter returns royalty in each project together with the right to a $500,000 cash payment at the start of commercial production at either project and a further $500,000 cash payment if, after the start of commercial production, the gold price averages $400 per ounce or more for any three-month period; or (b) the right to acquire 51% of either or both projects. The latter right would be exercisable only after the later of four years or the time when the Corporation has incurred aggregate expenditures of $1.0 million to acquire, explore and hold the projects and would include Newmont Capital paying the Corporation cash equaling 200% of the expenditures made by the Corporation on the related property. In this event, Newmont Capital would become operator of a joint venture with the Corporation, and both parties would fund the project through to a production decision. The Corporation's contribution to the joint venture during this period is capped at $5.0 million, $3.0 million of which Newmont Capital would finance for the Corporation and recover, with interest, exclusively from related project cash flows. The Corporation would also grant Newmont a right of first offer with respect to subsequent sale of the projects by the Corporation. An additional 1.5% net smelter royalty on the Hasbrouck property is held by a private party.

Geology

The property is located on Hasbrouck Mountain, which is thought to lie along the western edge of a caldera. The mountain is underlain by gently dipping ash-flow, air-fall and waterlain tuffs and volcaniclastic sediments of the Miocene Siebert Formation. Several occurrences of chalcedonic sinter deposits occur near the summit of the mountain. Gold and silver mineralization in the Hasbrouck deposit appears to have formed relatively close to the paleo-surface in an epithermal, hot spring environment. The mineralization is concentrated in the Siebert Formation, in units stratigraphically below the chalcedonic sinter deposits that are exposed near the top of Hasbrouck Mountain. Two zones of mineralization are presently defined. The "Main" zone includes the bulk of mineralization at Hasbrouck, while the small "South Adit" zone lies 700 to 1000 feet to the south of the "Main" zone.

A third-party technical study was completed for the Corporation by Mine Development Associates of Reno, Nevada on August 29, 2003. The Hasbrouck study was developed using data from 54,339 feet of drilling, principally comprised of 105 reverse circulation holes totaling 44,400 feet and 22 rotary drill holes totaling 8,980 feet. The drilling database was compiled from work performed by FMC Gold Co., Cordex Syndicate and Franco Nevada Inc. between 1974 and 1988. Based on this study, mineralized material above a cut-off of 0.010 ounces of gold per ton is 20.3 million tons with an average grade of 0.023 ounces of gold per ton and 0.32 ounces of silver per ton.

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Three Hills

Three Hills is located in southwestern Nevada about 1 mile west of the town of Tonopah in Esmeralda County, Nevada, and about 4.5 miles northwest of the Hasbrouck property described above. Three Hills consists of 15 unpatented lode claims totaling approximately 201 acres.

On May 23, 2003, the Corporation executed a purchase agreement with Newmont Capital Limited, a subsidiary of Newmont Mining Corporation, which included both the Hasbrouck property and the Three Hills property. The terms of this agreement are detailed under the Hasbrouck description above.

Geology

Three Hills is located in the Walker Lane structural domain of the Basin and Range physiographic province. It is in an area of structural disruption resulting from a series of orogenic events occurring in Paleozoic, Mesozoic and Cenozoic times. Basin and Range high-angle normal faults control the mineralization at Three Hills, where they cut the Siebert Formation. Gold mineralization occurs in a zone of pervasive silicification and in the Siebert Formation and the upper 10 to 30 feet of the Fraction Tuff. The contact between these two units contains consistently higher grades of gold and is more commonly argillized than silicified.

Mine Development Associates of Reno, Nevada, completed a third-party technical study for the Corporation on August 29, 2003. The Three Hills study included data from 62,874 feet of drilling, comprised of 183 reverse circulation holes totaling 54,657 feet, 45 air-track and rotary holes totaling 6,320 feet and 9 diamond drill holes totaling 1,897 feet. The drilling was completed by Echo Bay Mines Ltd., Eastfield Resources, Saga Exploration and Cordex Syndicate between 1974 and 1996. Based on this study, mineralized material above a cut-off of 0.01 ounces of gold per ton was 5.7 million tons with an average grade of 0.023 ounces of gold per ton.

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, the Corporation 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 leading up to the signing of the purchase agreement, the Corporation made payments to the owner, Sr. Enrique Gaitan Maumejean, 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 to Sr. Gaitan in satisfaction of the scheduled payment of $500,000, which could be made in cash or Common Shares at the discretion of the Corporation. An additional $500,000 in cash will 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. A 2% net smelter returns royalty will be paid to the previous owner and may be acquired by the Corporation at any time for $1.0 million. The Corporation retains the right to terminate the agreement at any time.

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

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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.

A third-party technical study was performed for the Corporation 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 0.016 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.

Wildcat

Wildcat is located about 35 miles northwest of Lovelock and 26 miles south of the Corporation's Hycroft mine in Pershing County, Nevada. The project consists of 74 unpatented claims and 4 patented claims.

During September and October 2003, the Corporation concluded due diligence reviews and executed formal purchase agreements to acquire the Wildcat project and the associated exploration data in three separate transactions. On September 23, 2003, the Corporation purchased 71 unpatented mining claims from Monex Exploration, a partnership, for $200,000 on signing and $300,000 on August 11, 2004, (which was paid). On commencement of commercial production, the Corporation will make a one-time production payment in the amount of $500,000. Thirteen of the claims are subject to an underlying 0.4% net smelter returns royalty, and the remaining 58 claims are subject to an underlying 1% net smelter returns royalty.

On October 12, 2003, the Corporation purchased a 100% interest in the Vernal unpatented mining claim from David C. Mough and Jody Ahlquist Mough for $50,000 on signing and $50,000 on October 1, 2004, (which was paid), for a total consideration of $100,000.

On October 28, 2003, the Corporation purchased four patented mining claims and exploration data from Sagebrush Exploration, Inc. ("Sagebrush") for 50,000 Common Shares of the Corporation issued and delivered to Sagebrush upon the closing of the transaction. The four patented claims are subject to an underlying net smelter returns royalty of 1% for gold production between 500,000 and 1,000,000 ounces, increasing to 2% on production in excess of 1,000,000 ounces.

Geology

Wildcat lies in the Seven Troughs Range which is underlain by Triassic and Jurassic sedimentary rocks and has been intruded by Cretaceous granodiorite. Volcanic domes and plugs of rhyolite, quartz latite, trachyte, and andesite have been emplaced by Tertiary volcanism. Tertiary flows of pyroclastic debris, and vitrophyres of rhyolite, quartz latite, trachyte, and andesite composition blanket much of the area. The property contains structurally controlled epithermal gold and silver mineralization identified in four areas: Hero/Tag, Main, Northeast and Knob 32. The four areas have generally similar geology and mineralization with precious metals mineralization spatially associated with the contact between granodiorite and overlying tuff. Gold mineralization occurs with low-temperature silica, chalcedony and pyrite. The Main, Northeast, and Knob 32 deposits appear to be part of the Hero/Tag deposit, though structurally displaced.

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The principal low-grade zone that essentially encompassed all the mineralization is tabular and dips gently to the southeast. There appear to be two main styles of mineralization based on mapping, sampling, and statistics. There is a broad, low-grade zone surrounding higher-grade material. The principal host is the tuff in which the low-grade precious metal mineralization is represented by pervasive and intense silicification. The underlying granodiorite also contains a low-grade disseminated style of mineralization with higher grade silicified breccias occurring generally as stockwork within it. Generally, the granodiorite has higher grade and is not silicified. Any silicification is restricted to adjacent veins and veinlets, occasionally being discrete veins as were exploited historically, but also resulting in a large-tonnage stockwork. All of the tuff was altered by epithermal solutions; however, much of the granodiorite is unaltered. High-grade material includes multi-episodic chalcedonic silica veins and breccias.

On November 11, 2003, Mine Development Associates of Reno, Nevada completed a third-party technical study for the Corporation. Using data from one underground channel sample, 245 reverse circulation drill holes and 11 diamond drill holes totaling 95,466 feet, mineralized material above a cut-off grade of 0.010 ounces of gold per ton was estimated at 38.1 million tons grading 0.018 ounces of gold per ton and 0.16 ounces of silver per ton.

Yellow Pine

The Yellow Pine gold project, consisting of 17 patented mining claims and covering about 304 acres, is located in central Idaho, 60 miles east of McCall in Valley County.

On November 7, 2003, the Corporation, through 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 Yellow Pine for $1,000,000. Idaho Gold made an option payment of $100,000 upon execution of the agreement and another payment of $100,000 on the first anniversary of the agreement. The agreement calls for Idaho Gold to make eight 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, 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.

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.

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,

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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, of Denver, Colorado, completed a third-party technical study for the Corporation 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.

ITEM 3.    LEGAL PROCEEDINGS.

Except as described below, the Corporation is 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 the Corporation or its operations, taken as a whole.

Estanislao Radic

In April 1998, a legal dispute was initiated in Bolivia by a Mr. Estanislao Radic ("Radic") who brought legal proceedings in the lower penal court against Mr. Raul Garafulic ("Garafulic") and the Corporation, questioning the validity of the Garafulic's ownership of the Amayapampa property. Further information is contained in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2002. The Corporation does not anticipate that this dispute will result in any material adverse impact on the Corporation or the value of its holdings in Bolivia; however, in the interest of full disclosure, this matter is reported herein.

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, 2004.

EXECUTIVE OFFICERS OF THE CORPORATION

As of March 31, 2005, the Corporation had three executive officers, namely Michael B. Richings, President and Chief Executive Officer, Gregory G. Marlier, Chief Financial Officer, and Howard M. Harlan, Vice

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President, Business Development. Information as to Mr. Richings, Mr. Marlier and Mr. Harlan is set forth below.

Name, Position and Age	Held Office Since	Business Experience During Past Five Years
Michael B. Richings President, Business Development Age—60	May 25, 2004	President and Chief Executive Officer of Vista Gold from May 25, 2004 to present; Former President and Chief Executive Officer of Vista Gold from June 1995 to September 2000.
Gregory G. Marlier Chief Financial Officer Age—55	June 1, 2004	Chief Financial Officer of Vista Gold from June 1, 2004 to present; Chief Financial Officer of Pacific Western Technologies, Ltd. from 2000 to 2004.
Howard M. Harlan Vice President, Business Development Age—61	November 9, 2004	Vice President, Business Development of Vista Gold from November 9, 2004 to present; Manager of Corporate Administration of Vista Gold 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 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 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
2003  1st quarter	5.70	2.80	9.25	4.27
2nd quarter	3.74	2.96	5.20	4.16
3rd quarter	4.62	3.00	6.37	4.20
4th quarter	5.27	3.55	6.99	4.78
2004  1st quarter	6.19	3.91	7.99	4.92
2nd quarter	5.75	3.35	7.55	4.51
3rd quarter	4.36	3.18	5.72	4.14
4th quarter	4.85	3.75	5.80	4.55

On March 30, 2005, the last reported sale price of the Common Shares of Vista Gold on the American Stock Exchange was $3.60 and on the Toronto Stock Exchange was Cdn $4.29. As at March 31, 2005, there were 18,218,022 Common Shares issued and outstanding, and the Corporation had 921 registered shareholders of record.

Dividends

The Corporation has never paid dividends. While any future dividends will be determined by the directors of the Corporation after consideration of the 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 development programs of the Corporation.

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 (i) are residents of the United States for the purposes of the Canada-United States Income Tax Convention (1980), as amended (the "Convention"), (ii) are not resident in Canada for the purposes of the Canadian Tax Act (as defined below), (iii) hold their common shares as capital property, (iv) deal at arm's length with the Corporation, and (v) 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. 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.

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It is the Canada Revenue Agency's (the "CRA's") published policy that certain entities (including certain limited liability companies) that are treated as being fiscally transparent for United States federal income tax purposes 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 as well as 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, nor does it take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action except the 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. 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.

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 estate situated in Canada" within the 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 applicable to dividends paid or credited to a U.S. Resident is: (i) 5% of the gross amount of the dividends if the beneficial owner of the dividends is a company that is a resident of United States which owns at least 10% of the Corporation's voting stock, or (ii) 15% of the gross amount of the dividends if the beneficial owner of such dividends is any other resident of the United States. 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

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that are exempt from tax in the United States and that have complied with specific administrative procedures.

ITEM 6.    SELECTED FINANCIAL DATA.

The selected financial data in the table below have been selected in part, from the consolidated financial statements of the Corporation, 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
	2004		2003		2002		2001			2000
	(U.S. $000's, except loss per share)
Results of operations
Gold revenues	$	—	$	—	$	—	$	890		$	3,757
Net loss before write-downs		4,924		2,745		2,775		3,275			2,283
Net loss		4,924		2,745		2,775		3,275			13,209
Basic and diluted loss per share (restated for years prior to 2002, see Consolidated Financial Statements—Note 8)		0.31		0.22		0.41		0.72			2.91
Financial position
Working capital	$	6,570	$	6,077	$	3,507	$	(199	)	$	106
Total assets		32,788		26,280		20,688		13,889			17,232
Long-term debt and non-current liabilities		4,188		4,169		4,665		3,134			3,345
Shareholders' equity		28,344		21,703		15,425		9,401			12,673

Had the consolidated financial statements of the Corporation 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
	2004		2003		2002		2001			2000
	(U.S. $000's, except loss per share)
Results of operations
Gold revenues	$	—	$	—	$	—	$	971		$	3,526
Net loss before write-downs		5,898		3,380		5,773		3,194			20,978
Net loss		5,898		3,380		5,773		3,194			20,978
Basic and diluted loss per share (restated for years prior to 2002, see Consolidated Financial Statements—Note 8)		0.38		0.26		0.85		0.70			4.63
Financial position
Working capital	$	6,644	$	6,307	$	3,507	$	(229	)	$	(125	)
Total assets		22,775		18,086		12,814		6,102			9,364
Long-term debt and non-current liabilities		4,188		4,169		4,665		3,134			3,345
Shareholders' equity		18,331		13,509		7,551		1,614			4,808

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 the consolidated financial statements of the Corporation for the three years ended December 31, 2004, and the related notes thereto,

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which have been prepared in accordance with generally accepted accounting principles ("GAAP") in Canada. Reference to Note 18 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, unless otherwise noted.

Overview

Vista Gold is engaged in the evaluation, acquisition, exploration and advancement of gold exploration and potential development projects with the aim of adding value to the projects. 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 mineralized material. In addition, the Corporation looks for opportunities to improve the value of its gold projects through exploration drilling or introducing technological innovations. The Corporation expects that emphasis on gold project acquisition and improvement will continue in the future.

The Corporation's holdings include the Maverick Springs, Mountain View, Hasbrouck, Three Hills and Wildcat projects and the Hycroft mine, all in Nevada; the Long Valley project in east central California; the Yellow Pine project in Idaho; the Paredones Amarillos and the Guadalupe de los Reyes projects in Mexico; and the Amayapampa project in Bolivia. The Corporation also owns several exploration claims in Canada and approximately 25% of the shares of Zamora Gold Corp., a company exploring for gold in Ecuador.

Outlook

Gold prices started 2004 at $416 per ounce and finished the year at $436 per ounce.

At the end of 2004, the Corporation owned or controlled eleven properties containing mineralized material. The Corporation expects that emphasis on gold project acquisition will continue in the future. In addition, through exploration drilling and engineering studies, management believes that additional value can be added to most of the projects by advancing them closer to a production decision.

The Corporation does not currently generate operating cash flows. Subject to sustained gold prices, management expects to generate revenues and cash flows in the future. The Corporation may generate revenues and cash flows from its portfolio of gold projects by several means, including but not limited to options or leases to third parties, joint venture arrangements with other gold producers, outright sales for cash and/or royalties, or project development and operation.

With respect to the Corporation's current property holdings, aggregate expenditures for purchase installments, to maintain options and conduct exploration activities are currently anticipated to be approximately $527,600 in 2005 and $627,600 in 2006. At present, the Corporation would anticipate raising funds to meet these long-term obligations through equity private placements, or joint venture efforts or sale of properties currently controlled. In subsequent years, the Corporation anticipates that it will need to raise additional capital to meet property purchase installment obligations and scheduled payments on those properties that the Corporation decides to retain under option. Further, additional capital would be necessary to acquire properties and conduct exploration drilling and re-engineering studies on current and newly acquired properties. However, there can be no assurance that the Corporation will be successful in efforts to raise additional capital.

Results from Operations

Summary

The Corporation's 2004 consolidated net loss was $4.9 million or $0.31 per share compared to the 2003 consolidated net loss of $2.7 million or $0.22 per share for a net increase of $2.2 million. The increase of $2.2 million in 2004 is due to increased holding costs at the Hycroft mine of $0.6 million; decreased holding

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costs at the Amayapampa property of $0.1 million; increased property exploration costs of $0.2 million; increased general and administrative costs of $0.5 million; and increased stock-based compensation of $1.0 million.

As compared to a consolidated net loss of $2.8 million or $0.41 per share in 2002, the 2003 consolidated net loss decreased by $0.1 million. The improvement in 2003 includes a 2002 non-recurring charge of $1.0 million for a reclamation obligation increase; offset by increased holding costs at the Hycroft mine of $0.3 million; increased holding costs at the Amayapampa property of $0.1 million; increased general and administrative costs of $0.2 million; increased investor relations costs of $0.2 million; and increased depreciation of $0.1 million.

Gold production and revenue

The Hycroft mine is on care and maintenance. Mining activities were suspended at Hycroft in 1998 and, as expected, gold production has declined steadily since that time. Currently, solution is being circulated over the heap leach pads to enhance evaporation and extract gold through carbon stripping processes. The extracted gold is then refined and sold. Effective at the beginning of fiscal 2002, gold production was considered incidental to the activities at the Hycroft mine and reporting the associated sales proceeds as revenue was no longer warranted. Accordingly, gold sales proceeds of approximately nil in 2004, $0.3 million in 2003 and $0.6 million in 2002 have been accounted for as an offset to exploration, property evaluation and holding costs. Gold revenues in 2004, 2003 and 2002 therefore were nil. Gold production costs, which are offset by proceeds received from gold sales of $0.3 million in 2003 and $0.6 million in 2002, are no longer recorded as production costs, but are accounted for as exploration, property evaluation and holding costs. Recorded 2004, 2003 and 2002 production costs are therefore nil.

Exploration, property evaluation and holding costs

Exploration, property evaluation and holding costs increased approximately $0.7 million from $1.0 million in 2003 to $1.7 million in 2004. Exploration costs increased by $0.2 million in 2004. The increase in net holding costs for the Hycroft mine of approximately $0.6 million primarily contributes to the overall increase noted. Actual holding costs for the Hycroft mine did not in fact increase from the prior year, but rather, gold recovery from the heap leach pads decreased from 2003 resulting in the net increase in costs.

Corporate administration and investor relations

Corporate administrative and investor relations costs were $2.1 million in 2004 compared to $1.6 million in 2003, representing an increase of $0.5 million. This increase is the result of a more comprehensive investor relations program, the cost of which increased $0.2 million from 2003, and a $0.3 million increase in general expenses and payroll costs with the addition of personnel and the use of consultants during the year.

Corporate administration and investor relations costs were $1.6 million in 2003, slightly higher than the $1.2 million in 2002. The increase reflects new investor relations and business development programs.

Depreciation and amortization

Depreciation and amortization was $0.2 million in both 2004 and 2003. Depreciation and amortization costs at Hycroft were $0.2 million in 2003 compared to $0.07 million in 2002. This increase is primarily the result of plant and equipment at the Hycroft mine being depreciated in 2003 over the full year where depreciation was not calculated as a result of write-downs to salvage value in prior years.

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Other Income and Expenses

Provisions for reclamation and mine closure costs

During 2004, the Corporation increased its accrued mine closure costs by $14,000 for employee severance accruals. With consideration given to this increase, the accrued reclamation obligation and mine closure costs at year-end 2004 was $4.19 million as compared to $4.17 million in 2003.

As previously noted, effective January 1, 2003, the Corporation has adopted the new accounting standard for asset retirement obligations, CICA 3110. Management regularly reviews the fair value of reclamation obligation estimates where any increase in the fair value of the estimate will be recorded in the period in which the increase is incurred. The application of this standard did not result in an increase in the reclamation obligations during the year 2003.

Consistent with the U.S. Bureau of Land Management, Nevada State Office mandated procedures in 2002, the Corporation commissioned a third-party comprehensive review of the estimated reclamation costs at the Hycroft mine. Based on this review, the Corporation increased its accrued reclamation obligation by $1.04 million in 2002 to $4.16 million from $3.12 million.

Stock-based compensation

On January 1, 2004, the Corporation retroactively adopted, without restatement of prior years, the fair value method of accounting for stock-based compensation, CICA 3870. This standard requires that the Corporation record compensation expense on the granting of all stock-based compensation awards, including stock option grants to employees, calculated using the fair-value method. The adoption of the fair value method resulted in a cumulative increase of $971,000 to the opening deficit at January 1, 2004 and increases of $139,000 and $832,000 to common share capital and stock options, respectively, at January 1, 2004. Previously the Corporation recorded only those expenses associated with stock options granted to non-employees based upon the fair value on the earlier date of completion of performance or vesting of the options granted. The Corporation did not record any compensation cost on grants of stock options to employees and directors prior to January 1, 2004.

During the twelve months ended December 31, 2004, the Corporation granted 308,000 stock options to directors, officers and employees valued at $527,985. Also, during 2004, options granted in prior years vesting over time valued at $202,858 were recorded.

During 2004, the Corporation granted 115,000 stock options to non-employees valued at $328,760 compared to 10,000 options granted to non-employees in 2003 valued at $28,941. The Corporation valued the granted options in both 2004 and 2003 using the Black-Scholes model. The Corporation granted 20,000 stock options to non-employees during 2002.

Loss/Gain on disposal of marketable securities

In 2004, the Company realized a loss on disposal of marketable securities of $5,000, compared to a gain of $149,000 in 2003. There was no realized gain during 2002.

In 2002, the Corporation received 628,931 common shares of Golden Phoenix Minerals, Inc. ("GPMI") in consideration for benefits GPMI received as a direct result of the Corporation's facilitation of the USF&G settlement noted above. These shares had a fair-market value of $220,000 when received. An $84,000 write-down to fair value was made to reflect an estimated $136,000 fair-market value of the GPMI shares at December 31, 2002.

In March of 2003, a $33,000 write-down to fair-market value was made to reflect an estimated $103,000 fair-market value of the GPMI shares. During the remainder of 2003, the Corporation liquidated the 628,931 shares of GPMI resulting in a gain of $92,000.

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Additionally, the Corporation obtained 385,000 common shares of Esperanza Minerals ("Esperanza") valued at $39,755 in February 2003. As of December 31, 2003, the Corporation held 300,000 of the Esperanza shares with a book value of $31,000. A gain of $57,000 on the sale of 85,000 Esperanza shares was realized in 2003.

In 2004, the Corporation acquired 150,000 common shares of Sub-Sahara Resources NL valued at $11,445. During the year ended December 31, 2004, the Corporation sold all of the common shares of Sub-Sahara Resources NL for a realized loss of $8,025 and also sold 10,000 common shares of Esperanza for a realized gain of $3,107.

In aggregate, the Corporation realized losses on the sale of marketable securities during 2004 of $5,000. No similar losses were realized in 2003 or 2002.

At December 31, 2004, the Corporation held marketable securities available for sale with a book value of $140,124. The Corporation purchased the securities for investing purposes with the intent to hold the securities until such time that 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, the Corporation monitors the market status of the securities consistently in order to mitigate the risk of loss on the investment.

Gain on disposal of assets

Net gains of $8,000 on disposal of assets were recorded in 2004 as compared to no net gains or losses in 2003 and $83,000 of net gains in 2002. Net gains in 2004 resulted from the sale of equipment at the Hycroft mine.

Loss on foreign currency translation

Foreign currency translation losses occurring in 2002 were reclassified to corporate administration costs as the amounts were negligible and are not reflected separately in the corresponding statements of loss reported by the Corporation in 2004.

No loss on foreign currency translation was recorded in 2004 as compared to a loss of $44,000 in 2003. The decrease of $44,000 is related to property obligation accruals and payments in 2003. These transactions include the accrual of a Cdn $500,000 liability for the purchase of the Paredones Amarillos project in 2002 and the subsequent payment of the liability in 2003.

The foreign currency loss in 2003 was $44,000 as compared to $19,000 in 2002. The comparative difference of $44,000 is related to exchange differences realized between property obligation accruals in 2002 and related payments in 2003.

Other income and expense

During 2004 and 2003, the Corporation incurred no interest expense as it had no commercial debt during these years. The Corporation incurred $14,000 in interest expense in 2002 in connection with its convertible debenture issuance, which closed on March 19, 2002. The debentures had an annual interest rate of 1% and were converted automatically, pursuant to their terms, on September 19, 2002.

During 2004, the Corporation realized $80,000 in interest income from investing within a liquid savings account as compared to $40,000 in 2003. This difference is attributed to additional cash of approximately $6.5 million being raised from the equity private placement completed in September 2004, the residual exercise of warrants related to the 2002 and 2003 private placements and the exercise of stock options.

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Financial Position, Liquidity and Capital Resources

Cash used in Operations

Cash used in operations was $3.4 million in 2004 compared to cash uses of $3.0 million in 2003 and $2.8 million in 2002.

The increase of $0.4 million in 2004 from 2003 can be attributed to administrative costs, property acquisitions and professional fees incurred during the year.

The increase of $0.2 million in 2003 from 2002 is primarily the result of an addition of one employee, administrative costs, property acquisitions and professional fees incurred during the year related to the private placement completed in February 2003.

Investing Activities

Net cash used in investing activities in 2004 was $6.1 million compared to $3.0 million in 2003 and $1.2 million in 2002.

Cash used for property expenditures was $1.1 million in 2004 compared to $1.5 million in 2003 and $1.5 million in 2002. Cash property expenditures for 2004 included the acquisition costs of $200,000 for the Yellow Pine and Long Valley projects. Option payments for the Maverick Springs, Mountain View and Wildcat projects accounted for $475,000 of the cash usage. Exploration and land holding costs were $916,000 for all projects. These cash expenditures are offset by cost recoveries during 2004 of $510,000 pursuant to the Maverick Springs gold/silver joint venture and option payments received from a third party for the potential acquisition of Amayapampa.

Other cash usages in 2004 consisted of computer hardware and software purchases of $0.05 million for the corporate offices and $1.7 million for prepaid insurance for bonding at the Hycroft mine. During 2003 cash usage consisted of $0.06 million for mobile equipment at the Hycroft mine and computer hardware and software purchases for the corporate offices.

In 2004, the Corporation invested $53,000 for the acquisition of marketable securities and received proceeds of $8,000 from related sales of marketable securities acquired in the current year and in prior years. There were investing activities related to marketable securities in 2003 of $40,000 and none in 2002.

In addition, $3.3 million cash was set aside in a restricted account for increased bond requirements at Hycroft in 2004, which was $1.7 million in 2003 and none in 2002.

Financing Activities

The Corporation received net cash from financing activities of $9.8 million in 2004 compared to $8.1 million in 2003 and $6.8 million in 2002. Cash provided by financing activities in 2004 includes a net of $6.1 million from private placements, $3.0 million from the exercise of warrants and $0.7 million from the exercise of options.

The Corporation completed a $6.5 million private placement financing in September 2004 consisting of 1,966,456 equity units, each priced at $3.30. Each equity unit consisted of one Common Share and one warrant (See Consolidated Financial Statements—Note 8). These gross proceeds were offset by a 5% cash finder's commission totaling $324,465 paid in connection with the private placement and direct costs connected with this private placement of $131,535, for proceeds of $6.1 million.

Warrants exercised during 2004 produced cash proceeds of $3.1 million compared to $4.9 million in 2003. During 2004, $0.6 million in cash proceeds was from exercises of the February 2003 private placement warrants, $0.6 million was from exercises of the February 2002 private placement warrants and $0.3 million was from exercises of the December 2002 private placement warrants. (See Consolidated Financial Statements—Note 8) Also in 2004, exercises of warrants issued by the Corporation as partial consideration

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for the acquisition of Minera Paredones Amarillos resulted in cash proceeds of $1.6 million. During 2003, exercises of warrants from private placements provided $4.9 million in cash proceeds.

The exercise of stock options produced cash of $734,000 during 2004 as compared to $339,000 in 2003.

In 2002, proceeds from warrant exercises were $1.0 million and proceeds from stock option exercises were $0.03 million.

Liquidity and Capital Resources

At December 31, 2004, the Corporation's total assets were $32.8 million as compared to $26.2 million and $20.7 million for 2003 and 2002, respectively. Long-term liabilities as of December 31, 2004, totaled $4.2 million as compared to $4.2 million in 2003 and $4.2 million in 2002. At the same date in 2004, the Corporation had working capital of $6.6 million compared to $6.1 million in 2003 and a $3.5 million in 2002.

The Corporation's working capital of $6.6 million as of December 31, 2004, increased from 2003 by $0.5 million as compared to an increase from 2002 to 2003 of $2.6 million. The principal component of working capital for both 2004 and 2003 is cash and cash equivalents of $5.9 million and $5.5 million, respectively. Other components include marketable securities (2004—$140,000; 2003—$31,000), accounts receivable (2004—$345,000; 2003—$642,000) and other liquid assets (2004—$425,000; 2003—$292,000). The difference of $0.5 million in working capital from 2004 to 2003 relates to cash proceeds received from the September 2004 private placement. At December 31, 2004, the Corporation held no debt with banks or financial institutions. Remaining amounts for liabilities at year-end 2004 are related to trade and corporate administration.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements required to be disclosed in this Annual Report on Form 10-K.

Contractual Obligations

With respect to contractual obligations, the Company has commitments relating to its leasehold obligations totaling $76,758 over three years (2004—$41,868; 2005—$34,890; 2006—None).

Major cash commitments in 2004 are related to corporate administration and operations of approximately $3.3 million, property options and expenditure commitments of approximately $2.8 million, and bonding package cash requirements of $3.3 million for an aggregate cash usage of approximately $9.4 million. However, the total bonding package requirements will be offset by cash currently classified as restricted in the amount of $5.0 million.

As of December 31, 2004, warrants outstanding to purchase Common Shares of the Corporation totaled 5,016,477 with a weighted average exercise price of $3.28 and potential gross proceeds of $16.5 million.

Summary of Quarterly Results and 4^th Quarter Review

2004	4th Quarter			3rd Quarter			2nd Quarter			1st Quarter
Revenue	$	—		$	—		$	—		$	—
Net loss	$	(1,340	)	$	(1,047	)	$	(1,391	)	$	(1,146	)
Basic and diluted price per share		(0.08	)		(0.07	)		(0.09	)		(0.07	)

39

2003	4th Quarter			3rd Quarter			2nd Quarter			1st Quarter
Revenue	$	—		$	—		$	—		$	—
Net loss	$	(759	)	$	(531	)	$	(640	)	$	(815	)
Basic and diluted price per share		(0.06	)		(0.04	)		(0.05	)		(0.07	)

Transactions with Related Parties

Maverick Springs

In June 2003, the Corporation formalized an agreement to grant to Silver Standard Resources Inc. ("SSRI") an option to acquire the Corporation's interest in the silver mineralized material hosted in the Maverick Springs project in Nevada. The Corporation and SSRI have a common director. Under the terms of the agreement, the Corporation will retain its 100% interest in the gold mineralized material, SSRI will pay the Corporation $1.5 million over four years including a cash payment of $300,000 at closing. The remaining $1.2 million will be used by the Corporation to fund exploration programs, land holding costs and option payments on the Maverick Springs project. At the time the transaction was completed, SSRI paid the Corporation $488,891, comprised of the required $300,000 payment due at closing plus $188,891 in exploration costs incurred through December 31, 2002. As of December 31, 2004, included in current assets is a receivable amount due from SSRI in the amount of $119,373 (2003—$407,135 and 2002—nil) to reimburse the Corporation for exploration expenditures incurred on the Maverick Springs project.

Subsequent Events

Agreement to Sell Amayapampa—Recent Developments

In January 2005, Luzon Minerals Ltd. informed the Corporation that it wishes to exercise its option to purchase the Amayapampa gold project in Bolivia. The companies have agreed, subject to regulatory approval, to further amend the terms of the original purchase option agreement with respect to the payments previously due on January 15, 2005, and January 1, 2006. The amended agreement calls for Vista to receive from Luzon, within five business days of receiving TSX Venture Exchange approval, a payment consisting of $100,000 and 2,000,000 Luzon common shares. This will be followed, on the earlier of June 15, 2005, or the date of the next financing completed by Luzon after January 19, 2005, by a payment of $850,000 in cash or, at Luzon's option, $425,000 in cash and $425,000 in units consisting of Luzon common shares and warrants to purchase common shares. The final payment will be made at the earlier of the start of construction or June 15, 2006. This payment remains unchanged from the original agreement, as reported in December 2003, in that Luzon will pay Vista $4,000,000 in cash or at Vista's option, a combination of Luzon common shares and cash based on Luzon's share price. When production commences, Vista will also receive a 3% net smelter type royalty on gold production at gold prices of $450 per ounce or below and 4% at gold prices above $450 per ounce. Other terms of the agreement remain unchanged.

Letter of Intent to Grant Canyon Resources an Option to Purchase Hycroft Mine

In January 2005, the Corporation signed a binding letter of intent agreement with Canyon Resources Corporation ("Canyon") to grant Canyon a six-month option to purchase the Hycroft mine in Nevada for an aggregate amount of $10.0 million consisting of a combination of $4.0 million in cash and $6.0 million in equity units. Completion of the transaction is subject to the negotiation and execution of a definitive option and purchase agreement and regulatory approval. The agreement provides for Canyon to expend $500,000 on a program of development and exploration drilling and mine engineering. The objectives of this program are to evaluate and expand the oxide reserves of Hycroft and to provide design information for the restart of oxide leaching operations.

40

At any time during the six-month period, Canyon may exercise its option to purchase Hycroft for an aggregate amount of $10 million consisting of a combination of $4 million in cash and $6 million in units, with each unit consisting of one share of Canyon common stock and a warrant to purchase one half share of Canyon common stock. The number of units would be calculated by dividing $6 million by the average closing price of Canyon stock for the 20 trading days prior to the exercise of the option. The exercise price of each warrant would be equal to 130% of the average share price, as calculated above, upon exercise of the option and the warrants would have a term of three years from the date of issue. Canyon will arrange to register the stock acquired by Vista as part of this transaction. In addition, Canyon would have the choice either to arrange new reclamation bonding for Hycroft or assume the existing bond (subject to bonding company approval). If Canyon assumes the existing bond, Canyon would pay the Corporation the difference, over a number of years, between the bond amount (approximately $6.8 million) and the bonding company's accepted cost estimate of reclamation (approximately $4.2 million), or approximately $2.6 million (See also Consolidated Financial Statements—Note 20).

Form S-3 Filed with the U.S. Securities and Exchange Commission

On January 7, 2005, the United States Securities and Exchange Commission declared effective a registration statement on Form S-3 filed under the United States Securities Act of 1933 for the registration for resale of 4,367,661 Common Shares, including an aggregate 3,932,912 Common Shares issued, as well as those to be issued on exercise of warrants, in connection with the Corporation's September 2004 private placement. Also included were an aggregate 434,749 Common Shares issued, as well as those to be issued on exercise of warrants, in connection with scheduled payments for certain property acquisitions of the Corporation. As a result of this registration statement becoming effective within six months following the closing of the private placement, the exercise price of the warrants remained at $4.75 rather than being reduced to $4.25 as would have been the case if the registration statement were declared effective after the six-month period.

Significant Accounting Policies and Changes in Accounting Policies

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

Mineral properties

Mineral property acquisition 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.

Management of the Corporation 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

41

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.

Provision for future reclamation and closure costs

On January 1, 2003, the Corporation adopted the new accounting standard for asset retirement obligations, CICA 3110. The standard requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The adoption of this standard did not have any impact on the Corporation's financial position or results.

Stock-based compensation and other stock-based payments

On January 1, 2004, the Corporation retroactively adopted, without restatement of prior years, the fair value method of accounting for stock-based compensation, CICA 3870. This standard requires that the Corporation record compensation expense on the granting of all stock-based compensation awards, including stock options grants to employees, calculated using the fair-value method. The adoption of the fair-value method resulted in a cumulative increase of $971,000 to the opening deficit at January 1, 2004, and increases of $139,000 and $832,000 to common share capital and stock options, respectively, at January 1, 2004.

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

The Corporation is engaged in the acquisition of gold projects and related activities including exploration engineering, permitting and the preparation of feasibility studies. The value of the Corporation's properties is related to gold price and changes in the price of gold could affect the Corporation's ability to generate revenue from its 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 the Corporation has several exploration operations in North and South America, it is subject to foreign currency fluctuations. The Corporation does 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.

The Corporation has no debt outstanding, nor does it have any investment in debt instruments other than highly liquid short-term investments. Accordingly, the Corporation considers its interest rate risk exposure to be insignificant at this time.

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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 February 16, 2005; 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 18.

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.

The Audit Committee of the Board of Directors is comprised of three outside directors, 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 committee also meets with the independent auditors and discusses the results of their audit and their report prior to submitting the consolidated financial statements to the Board of Directors for approval.

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
President and Chief Executive Officer	Chief Financial Officer
March 31, 2005	March 31, 2005

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PricewaterhouseCoopers LLP
Chartered Accountants
PricewaterhouseCoopers Place
250 Howe Street, Suite 700
Vancouver, British Columbia
Canada V6C 3S7
Telephone +1 604 806 7000
Facsimile +1 604 806 7806

Report of the Independent Registered Public Accounting Firm

To the Shareholders of Vista Gold Corp.

We have audited the accompanying consolidated balance sheets of Vista Gold Corp. as of December 31, 2004 and 2003, and the related consolidated statements of operations and deficit and cash flows for each of the three years in the period ended December 31, 2004. 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 in accordance with auditing standards generally accepted in Canada and 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 the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Vista Gold Corp. at December 31, 2004 and 2003, and the results of its operations and cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in Canada.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants

Vancouver, British Columbia
February 11, 2005

44

Comments by Auditors for United States Readers on Canada-United States Reporting Differences

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there are changes in accounting principles that have a material effect on the comparability of the company's financial statements, such as the changes described in note 2 to the financial statements. Our report to the shareholders dated February 11, 2005 is expressed in accordance with Canadian reporting standards which do not require a reference to such a change in accounting principles in the auditors' report when the change is properly accounted for and adequately disclosed in the financial statements.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants

Vancouver, British Columbia
February 11, 2005

PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP and the other member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity.

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

			Years ended December 31,
			2004			2003
			(U.S. dollars in thousands)
Assets:
Cash and cash equivalents			$	5,916		$	5,520
Marketable securities				140			31
Accounts receivable				345			642
Supplies inventory, prepaids and other				425			292
	Current assets			6,826			6,485
Restricted cash—Note 3				4,961			1,684
Mineral properties—Note 4				18,109			16,598
Plant and equipment—Note 5				1,351			1,513
Hycroft reclamation premium costs				1,541
				21,001			18,111
Total assets			$	32,788		$	26,280
Liabilities and Shareholders' Equity:
Accounts payable			$	130		$	26
Accrued liabilities and other				126			382
	Current liabilities			256			408
Accrued reclamation and closure costs—Note 7				4,188			4,169
	Total liabilities			4,444			4,577
Capital stock, no par value:—Note 8
	Preferred—unlimited shares authorized; no shares outstanding
	Common—unlimited shares authorized; shares outstanding:
		2004—17,961,590 and 2003—14,561,832		149,747			138,458
Warrants—Note 9				111			456
Options—Note 10				1,538			41
Contributed surplus				108			13
Deficit				(123,160	)		(117,265	)
	Total shareholders' equity			28,344			21,703
Total liabilities and shareholders' equity			$	32,788		$	26,280
Commitments and contingencies—Note 12
Subsequent events—Note 20

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.

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

		Years ended December 31,
											Cumulative during Exploration Stage
		2004			2003			2002
		(U.S. dollars in thousands, except share data)
Revenues:
Gold Sales		$	—		$	—		$	—		$	—
Costs and expenses:
Exploration, property evaluation and holding costs		$	1,707		$	990		$	642		$	3,339
Corporate administration and investor relations			2,116			1,626			1,232		$	4,974
Depreciation, depletion and amortization			207			212			74		$	493
Provision for reclamation and closure costs			—			—			1,048		$	1,048
Cost recoveries related to USF&G lawsuit—Note 11			—			—			(240	)	$	(240	)
Interest (income)/expense			(80	)		(40	)		14		$	(106	)
Gain on disposal of assets			(8	)		—			(83	)	$	(91	)
Other income			(42	)		—			(22	)	$	(64	)
Stock-based compensation			1,019			29			25		$	1,073
Loss/(gain) on currency translation			—			44			—		$	44
Loss/(gain) on disposal of marketable securities			5			(149	)		—		$	(144	)
Write-down of marketable securities			—			33			85			118
	Total costs and expenses		4,924			2,745			2,775			10,444
Net loss		$	(4,924	)	$	(2,745	)	$	(2,775	)	$	(10,444	)
Weighted average number of shares outstanding			15,955,318			12,755,672			6,760,755
Basic and diluted loss per share		$	(0.31	)	$	(0.22	)	$	(0.41	)

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,
	2004			2003			2002
	(U.S. dollars in thousands)
Deficit, beginning of period, as previously reported	$	(117,265	)	$	(114,520	)	$	(111,745	)
Stock-based compensation—Note 2(m)		(971	)		—			—
Deficit, beginning of period, as restated		(118,236	)		(114,520	)		(111,745	)
Net loss		(4,924	)		(2,745	)		(2,775	)
Deficit, end of period	$	(123,160	)	$	(117,265	)	$	(114,520	)

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,
		2004			2003			2002			Cumulative during Exploration Stage
		(U.S. dollars in thousands)
Cash flows from operating activities:
Loss for the period		$	(4,924	)	$	(2,745	)	$	(2,775	)	$	(10,444	)
Adjustments to reconcile loss for the period to cash provided by / (used in) operations:
Depreciation, depletion and amortization			207			212			74			493
Amortization of reclamation costs			119			—			—			119
Provision for reclamation and closure costs			—			—			1,048			1,048
Reclamation and closure costs accrued/(paid), net			19			14			(27	)		6
Stock based compensation			1,019			29			25			1,073
Gain on disposal of assets			(8	)		—			(83	)		(91	)
Cost recoveries related to USF&G lawsuit			—			—			(240	)		(240	)
Write-down of marketable securities			—			33			85			118
Loss/(Gain) on sale of marketable securities			5			(149	)		—			(144	)
Loss on currency translation			—			44			—			44
Other non-cash items			—			75			45			120
Change in operating assets and liabilities:
Accounts receivable			297			(457	)		(5	)		(165	)
Supplies inventory and prepaid expenses			(133	)		50			(41	)		(124	)
Accounts payable and accrued liabilities			48			(114	)		(953	)		(1,019	)
	Net cash used in operating activities		(3,351	)		(3,008	)		(2,847	)		(9,206	)
Cash flows from investing activities:
Restricted cash—Note 3			(3,277	)		(1,684	)		—			(4,961	)
Acquisition of marketable securities			(53	)		(40	)		—			(93	)
Proceeds from sale of marketable securities			8			260			—			268
Additions to mineral properties, net			(1,081	)		(1,477	)		(1,457	)		(4,015	)
Additions to plant and equipment			(1,705	)		(61	)		—			(1,766	)
Proceeds on disposal of fixed assets and supplies			8			—			246			254
	Net cash used in investing activities		(6,100	)		(3,002	)		(1,211	)		(10,313	)
Cash flows from financing activities:
Net proceeds from private placements			6,033			2,873			5,773			14,679
Proceeds from exercise of warrants—Note 8			3,080			4,875			1,020			8,975
Proceeds from the exercise of stock options—Note 8			734			339			34			1,107
	Net cash provided by financing activities		9,847			8,087			6,827			24,761
Net increase in cash and cash equivalents			396			2,077			2,769			5,242
Cash and cash equivalents, beginning of period			5,520			3,443			674			674
Cash and cash equivalents, end of period		$	5,916			5,520		$	3,443		$	5,916

Supplemental cash flow information—Note 14

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 reengineering the operating assumptions underlying previous engineering work.

Gold production has gradually declined since mining activities were suspended at the Hycroft mine in 1998. Effective January 1, 2002, gold production is considered incidental and the Corporation stopped reporting the associated sales proceeds as revenue.

Although the Corporation has reviewed and is satisfied with the title for all mineral properties in which it has a material interest, there is no guarantee that title to such concessions will not be challenged or impugned.

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 18.

(b)

Principles of consolidation

The consolidated financial statements include the accounts of the Corporation and its subsidiaries. All material intercompany transactions and balances have been eliminated. The Corporation's subsidiaries and percentage ownership in these entities as of December 31, 2004 are:

			Ownership
Vista Gold Holdings, Inc. and its wholly-owned subsidiaries			100%
	Hycroft Resources & Development, Inc. and its wholly-owned subsidiary Hycroft Lewis Mine, Inc.
	Vista Gold U.S., Inc.
	Vista Nevada Corp.
	Idaho Gold Resources LLC
	Mineral Ridge Resources, Inc.
Granges Inc. (previously called Granges (Canada) Inc.)			100%
Minera Paredones Amarillos S.A. de C.V.			100%
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.

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(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 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, where the U.S. dollar is the principal 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)

Revenue recognition

Gold production has gradually declined since mining activities were suspended at the Hycroft mine in 1998. Effective at the beginning of fiscal 2002, gold production is considered incidental to the activities at the Hycroft mine, and reporting the associated sales proceeds as revenue is no longer warranted. Accordingly, proceeds from gold sales are netted against costs.

(f)

Cash and cash equivalents

Cash and cash equivalents is considered to include cash on hand, demand balances held with banks, money market funds, certificates of deposit and highly liquid deposits with maturities of three months or less when purchased.

(g)

Inventories

Materials and supplies inventories are carried at the lower of average cost and net realizable value.

(h)

Marketable securities

Marketable securities are categorized as available for sale and are carried at the lower of cost or quoted market value.

(i)

Mineral properties

Mineral property acquisition costs and exploration and development 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. General overhead, administrative and holding costs to maintain a property on a care and

51

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.

Management of the Corporation 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 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.

(j)

Plant and equipment

Plant and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives, 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.

(k)

Provision for future reclamation and closure costs

On January 1, 2003, the Corporation adopted the new accounting standard for asset retirement obligations, CICA 3110. The standard requires that the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The adoption of this standard did not have any impact of the Corporation's financial position or results.

(l)

Loss per share

Loss per share is calculated by dividing the period's loss 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. Information regarding securities that could potentially dilute earnings per share in the future is presented in Notes 9 and 10.

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(m)

Stock-based compensation

On January 1, 2004, the Corporation retroactively adopted, without restatement of prior years, the fair value method of accounting for stock-based compensation, CICA 3870. This standard requires that the Corporation record 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 Black-Scholes method of determining the fair value of the option on the date of the grant. The adoption of the fair value method resulted in a cumulative increase of $971,000 to the opening deficit at January 1, 2004 and increases of $139,000 and $832,000 to common share capital and stock options, respectively, at January 1, 2004. Previously, the Corporation recorded only those expenses associated with stock options granted to non-employees based upon the fair value on the earlier date of completion of performance or vesting of the options granted. The Corporation did not record any compensation cost on grants of stock options to employees and directors prior to January 1, 2004.

(n)

Warrants

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

3. Restricted Cash

The Corporation has pledged cash as collateral totaling $4.9 million to the U.S. Bureau of Land Management, Nevada State Office, to cover increased reclamation cost estimates at the Hycroft mine (Note 7).

4. Mineral Properties

	December 31, 2004						December 31, 2003
	Cost		Accumulated Amortization and Write-downs		Net		Cost		Accumulated Amortization and Write-downs		Net
	($ 000's)
Maverick Springs, United States	$	1,143	$	—	$	1,143	$	1,143	$	—	$	1,143
Mountain View, United States		751		—		751		460		—		460
Long Valley, United States		305		—		305		193		—		193
Wildcat, United States		981		—		981		593		—		593
Hasbrouck, United States		249		—		249		243		—		243
Three Hills, United States		115		—		115		110		—		110
Yellow Pine, United States		293		—		293		192		—		192
Paredones Amarillos, Mexico		2,576		—		2,576		2,443		—		2,443
Guadalupe de los Reyes		1,021		—		1,021		511		—		511
Amayapampa, Bolivia		57,455		46,894		10,561		57,604		46,894		10,710
Hycroft mine, United States		21,917		21,917		—		21,917		21,917		—
Other		114		—		114		—		—		—
	$	86,920	$	68,811	$	18,109	$	85,409	$	68,811	$	16,598

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	2003		2004
	December 31, net balance		Acquisition costs		Option payments		Exploration & land costs		Cost recovery			Year to date activity			December 31, Ending Balance
	($ 000's)
Maverick Springs, United States	$	1,143	$	—	$	100	$	328	$	(428	)	$	—		$	1,143
Mountain View, United States		460		—		25		266		—			291			751
Long Valley, United States		193		100		—		12		—			112			305
Wildcat, United States		593		—		350		38		—			388			981
Hasbrouck and Three Hills, United States		353		—		—		11		—			11			364
Yellow Pine, United States		192		100		—		1		—			101			293
Paredones Amarillos, Mexico		2,443		—		—		133		—			133			2,576
Guadalupe de los Reyes, Mexico		511		—		500		10		—			510			1,021
Amayapampa, Bolivia		10,710		—		—		3		(152	)		(149	)		10,561
Other		—		—		—		114		—			114			114
	$	16,598	$	200	$	975	$	916	$	(580	)	$	1,511		$	18,109

(a)

Maverick Springs

The Maverick Springs gold and silver project, southeast of Elko, Nevada, was acquired on October 7, 2002, from Newmont Mining Corporation ("Newmont"). The total cost for the Maverick Springs project included a cash payment of $250,000; the issuance of 141,243 equity units, each unit comprised of one Common Share and a two year warrant, valued at $405,000 and $95,000, respectively (Notes 8(g) and 9); and the issuance of 122,923 equity units on October 7, 2003, each unit comprised of one Common Share and a two year warrant, valued at $500,000 and $111,058, respectively (Notes 8(g) and 9). The Corporation committed to completing 20,000 feet of drilling on this project before October 7, 2004 (this was done), and an additional 30,000 feet of drilling before October 7, 2006. Newmont retained a 1.5% net smelter returns royalty or the right to acquire 51% of the project after four years by paying the Corporation cash equaling 200% of the aggregate expenditures made by the Corporation on the project.

Maverick Springs is subject to a lease agreement with the underlying leaseholder, Artemis Exploration Company, which includes payments made of advanced minimum royalties of $50,000 on October 1, 2003, and $100,000 on October 1, 2004 (which was paid), and each year thereafter while the agreement is in effect and a net smelter returns royalty based on a sliding scale ranging from 2% to 6%, depending on gold and silver prices at the time of production. Work commitments include 6,400 feet of exploration drilling, on or before October 1 in each of 2002 (extended by agreement to November 15, 2002), 2003 and 2004 (the 2002, 2003 and 2004 commitments have been met).

On June 9, 2003, the Corporation entered into an option agreement with a wholly owned subsidiary of Silver Standard Resources Inc. ("SSRI") to acquire the Corporation's interest in the silver mineralized material hosted in the Maverick Springs project. The Corporation is the operator, retains its 100% interest in the gold mineralized material and maintains a 45% vote as a participant in a joint committee formed

54

between the Corporation and SSRI, who maintains a corresponding 55% vote, to manage the exploration of the Maverick Springs project. The agreement with SSRI is subject to the terms of the purchase agreement between Newmont and the Corporation. Under the agreement, SSRI will pay $1.5 million over four years including a payment of $300,000 made upon execution of the option agreement. The remaining $1.2 million will be used by the Corporation to fund exploration programs, land holding costs and option payments. After SSRI has completed payments totaling $1.5 million, costs will be shared by the two corporations on the same ratio as established for operation of the joint management committee.

During the years ended December 31, 2004 and 2003, the Corporation recorded $428,481 and $949,494 in recoveries from SSRI, of which $119,373 is included in accounts receivable (See also Note 19). The total recoveries to date from SSRI are $1,377,976.

(b)

Mountain View

The Mountain View gold project, located west of the Hycroft mine, was acquired on October 7, 2002, from Newmont Capital Limited ("Newmont Capital"). The total cost for the Mountain View project included cash payments of $50,000, and the issuance of 56,497 equity units, each unit comprised of one Common Share and a two year warrant, valued at $200,000 (Notes 8 and 9). Newmont Capital retained a 1.5% net smelter returns royalty or the right to acquire 51% of the project after four years by paying the Corporation cash equaling 200% of the aggregate expenditures made by the Corporation on the project.

The Corporation achieved its commitment to complete 8,000 feet of drilling by the second anniversary of the option to purchase agreement.

(c)

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 would be paid over a five-year period, with annual payments to be due as follows: $100,000 due on each of January 15, 2003 (paid), 2004 (paid), and 2005 (paid); $200,000 due on January 22, 2006, and $250,000 due on January 22, 2007. Royal Gold, Inc. has a 1% net smelter returns royalty on the project. The Corporation retains the right to terminate the agreement at any time.

(d)

Wildcat

The Corporation executed formal purchase agreements during the fourth quarter of 2003 to acquire the Wildcat project, located in Pershing County, Nevada, in three separate transactions.

On September 23, 2003, the Corporation purchased 71 unpatented mining claims for $200,000 upon signing and $300,000 on August 11, 2004 (which was paid). On commencement of commercial production, the Corporation will make a one-time production payment in the amount of $500,000. Thirteen of the claims are subject to an underlying 0.4% net smelter returns royalty, and the remaining 58 claims are subject to an underlying 1% net smelter returns royalty.

On October 12, 2003, the Corporation purchased a 100% interest in the Vernal unpatented mining claim for $50,000 on signing and $50,000 on October 1, 2004, for a total consideration of $100,000.

On October 28, 2003, the Corporation purchased four patented mining claims and exploration data for 50,000 Common Shares of the Corporation valued at $211,500. The patented claims are subject to an

55

underlying net smelter returns royalty of 1% for gold production between 500,000 and 1,000,000 ounces, increasing to 2% on production in excess of 1,000,000 ounces.

(e)

Hasbrouck/Three Hills

On May 23, 2003, the Corporation executed a purchase agreement with Newmont Capital Limited ("Newmont Capital"), a subsidiary of Newmont Mining Corporation which includes the Hasbrouck property and the Three Hills property, which lies approximately 4.5 miles to the north-northwest. The total cost for the Hasbrouck/Three Hills project included cash payments of $50,000 and the issuance of 50,475 Common Shares valued at $200,000. Newmont Capital, at its option, would retain either: (a) a 2% net smelter returns royalty in each project together with the right to a $500,000 cash payment at the start of commercial production at either project and a further $500,000 cash payment if, after the start of commercial production, the gold price averages $400 per ounce or more for any three-month period; or (b) the right to acquire 51% of either or both projects. The latter right would be exercisable only after the later of four years or the time when the Corporation has incurred aggregate expenditures of $1.0 million to acquire, explore and hold the projects and would include Newmont Capital paying the Corporation cash equaling 200% of the expenditures made by the Corporation on the related property. The Corporation's contribution to the joint venture during this period is capped at $5.0 million, $3.0 million of which Newmont Capital would finance for the Corporation and recover, with interest, exclusively from related project cash flows. The Corporation would also grant Newmont Capital a right of first offer with respect to subsequent sale of the projects by the Corporation. An additional 1¹/2% net smelter royalty on the Hasbrouck property is held by a private party.

(f)

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 upon execution of the agreement and another option payment of $100,000 on the first anniversary date of the agreement (which was paid). The agreement calls for Idaho Gold to make eight 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 claims are subject to an underlying 5% net smelter returns royalty.

(g)

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 (Notes 8(g) and 9) 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.

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(h)

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 leading up 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 will 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. A 2% net smelter returns royalty will be paid the previous owner and may be acquired by the Corporation at any time for $1.0 million. The Corporation retains the right to terminate the agreement at any time.

(i)

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.

In January 2005, the Corporation announced that Luzon had informed Vista Gold that it wishes to exercise its option to purchase the Amayapampa project. See "Subsequent Events".

(j)

Hycroft mine

The Corporation acquired the Hycroft gold mine, west of Winnemucca, Nevada, in 1987. Mining activities at the Hycroft mine were suspended in 1998. The mine is being held on care and maintenance and holding costs are expensed.

The Crofoot property at the Hycroft mine is subject to a 4% net profits royalty and the Lewis property at the Hycroft mine is subject to a 5% net smelter returns royalty.

In January 2005, the Corporation announced that it had signed a binding letter of intent agreement with Canyon Resources Corporation to grant Canyon a six-month option to purchase the Hycroft mine for an aggregate of $10.0 million consisting of consideration of $4.0 million in cash and $6.0 million in equity units. See "Subsequent Events".

5. Plant and Equipment

	December 31, 2004						December 31, 2003
	Cost		Accumulated Depreciation and Write-downs		Net		Cost		Accumulated Depreciation and Write-downs		Net
	($ 000's)
Hycroft mine, United States	$	12,031	$	10,720	$	1,311	$	12,031	$	10,528	$	1,503
Corporate, United States		388		348		40		343		333		10
	$	12,419	$	11,068	$	1,351	$	12,374	$	10,861	$	1,513

6. Payables to be settled with equity

At December 31, 2004, and 2003 the Corporation did not have any payables to be settled with equity.

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7. Accrued reclamation and closure costs

At December 31, 2004, the Corporation has accrued for estimated reclamation and closure costs of $4.2 million (2003—$4.2 million). Substantially the entire estimate relates to the final reclamation and closure of the Hycroft mine.

During the year ended December 31, 2003, a revised reclamation and closure plan for the Hycroft mine was approved by the U.S. Bureau of Land Management, Nevada State Office ("BLM"). Under this plan the future estimated costs of reclamation and closure at Hycroft are $6.8 million.

On January 1, 2003, the Corporation adopted the new accounting standard for asset retirement obligations, CICA 3110. Under this new standard, asset retirement obligations are recognized when incurred and are recorded as liabilities at fair value. The liability is accreted over time through periodic charges to earnings. The Corporation has determined that the amount provided for reclamation at December 31, 2003, approximated fair value. Accordingly, this change in accounting policy did not have any impact on the Corporation's financial position or results of operations.

The Corporation estimates that the related asset retirement expenditures will commence approximately five years after the start-up of the Hycroft mine (an event not scheduled) and continue for several years after that time. Using a credit adjusted rate of 7.75%, the fair value of the estimated $6.8 million obligation is $4.2 million, as accrued in these financial statements.

The BLM has required the Corporation to provide a total surety amount of $6.8 million for the approved Hycroft mine reclamation plan. The amount and nature of the collateral are subject to negotiation. In 2004, the Corporation reached an agreement for a new bond package.

It is reasonably possible that the Corporation's estimates of its ultimate reclamation liability could change as a result of changes in regulations or cost estimates. The effect of changes, which could be material, would be recognized on a prospective basis.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

8. Capital stock

Common Shares issued and outstanding

		Number of shares issued	Capital stock ($000's)
As of December 31, 2001 and 2000		4,535,752	$	121,146
Private placement February—March 2002, net (c)		3,999,986		3,593
Warrants exercised from February—March 2002 private placement (d)		679,736		1,020
Private placement December 2002, net (e)		1,000,000		2,235
Shares issued for acquisition of gold properties, net (g)		500,770		1,527
Shares issued for services (h)		10,869		20
Exercise of stock options—Note 10		17,500		34
	Issued during 2002	6,208,861		8,429
As of December 31, 2002		10,744,613	$	129,575
Private placement February 2003, net (a)		1,400,000		2,873
Warrants exercised from February 2003 private placement (b)		190,000		596
Warrants exercised from February—March 2002 private placement (d)		994,753		1,492
Warrants exercised from December 2002 private placement (f)		916,673		2,787
Shares issued for acquisition of gold properties, net (g)		172,923		711
Shares issued for services (h)		23,495		85
Exercise of stock options—Note 10		119,375		339
	Issued during 2003	3,817,219		8,883
As of December 31, 2003		14,561,832	$	138,458
Stock-based compensation—Note 1		—		139
As of January 1, 2004, as restated		14,561,832		138,597
Private placement September 2004, net (i)		1,966,456		6,033
Warrants exercised from February 2003 private placement (b)		190,000		601
Warrants exercised from February—March 2002 private placement (d)		418,400		628
Warrants exercised from December 2002 private placement (f)		83,327		287
Shares issued for acquisition of gold properties, net (g)		188,903		700
Warrants exercised from acquisition of gold properties, cash (j)		303,030		1,564
Warrants exercised from acquisition of gold properties, fair value (k)		—		250
Exercise of stock options, cash—Note 10		249,642		734
Exercise of stock options, fair value—Note 10		—		353
	Issued during 2004	3,399,758		11,150
As of December 31, 2004		17,961,590	$	149,747

On June 19, 2002, the Corporation effected a 1-for-20 consolidation of its Common Shares. The number of Common Shares outstanding, on a pre-consolidation basis, at December 31, 2001, of 90,715,040 has been restated as 4,535,752 Common Shares, giving effect to the consolidation. All references in this document to Common Shares, loss per share and value per share or value per unit, are on a post-consolidation basis, unless otherwise indicated.

(a)   Private placement February 2003, net

On February 7, 2003, the Corporation completed a $3.4 million private placement financing. The gross proceeds were placed in escrow pending shareholder approval. On February 27, 2003, at a Special General

59

Meeting of the shareholders, shareholders voted in favor of the financing and on February 28, 2003, the gross proceeds were released to the Corporation from escrow. The private placement consisted of the sale of 1.4 million special warrants, each priced at $2.43. The special warrants were automatically converted into equity units upon shareholder approval. Each equity unit consisted of one Common Share and a warrant, exercisable over a four-year period, to purchase one Common Share for $3.14 during the first year, $3.56 during the second year, $3.92 during the third year and $4.28 during the fourth year. Starting on the second anniversary of the closing of this private placement (February 7, 2005), if the Common Shares of the Corporation trade at a value of 150% or more of the respective exercise price for a period of 15 consecutive trading days on the American Stock Exchange, then the Corporation has the option to request that the warrants be exercised. If the warrants are not exercised within 15 business days following this request, they will be cancelled. A 10% cash finder's commission totaling $340,200 was paid in connection with the private placement (Note 19); in addition, the Corporation incurred $188,000 in direct costs connected with this private placement.

(b)   Warrants exercised from February 2003 private placement

During the twelve months ended December 31, 2004 and 2003, 190,000 and 190,000 of the warrants issued in the February 2003 private placement (Note 8(a)) have been exercised for total gross proceeds of $600,800 and $596,600 (Note 9).

(c)   Private placement February-March 2002, net

The Corporation effected a two-step private placement financing in February and March 2002. In the first step of the private placement, completed in February, the Corporation issued 1,000,000 units at a price of $1.026 per unit for an aggregate purchase price of $1,026,000. Each unit consisted of one Common Share and one share purchase warrant (Note 9) exercisable for one additional Common Share at $1.50, until February 1, 2007. The Corporation also issued 80,000 units to an agent as consideration for its services in connection with the unit offering. In the second step of the private placement, completed in March, the Corporation issued $2,774,000 aggregate principal amount of convertible debentures. The debentures were convertible into debenture units at a price of $1.026 per debenture unit, each consisting of one Common Share and one 5-year warrant entitling the holder to purchase one Common Share at a price of $1.50 until March 18, 2007, with the common share component representing substantially all of the unit value. The Corporation issued to an agent special warrants exercisable for 216,296 units, with each unit consisting of one Common Share and one warrant with the same terms as the share and warrant components, respectively, of the debenture units. The Corporation incurred approximately $207,000 in direct costs connected with both steps of this private placement.

On September 19, 2002, a registration statement on Form S-3 filed under the United States Securities Act of 1933 for the registration for resale of 7,999,974 Common Shares (including Common Shares already issued as well as Common Shares to be issued, all in connection with the private placement), was declared effective by the United States Securities and Exchange Commission. As a result of this registration statement becoming effective, the Corporation's $2,774,000 convertible debentures issued in the second step of the private placement were automatically converted, pursuant to their terms, into 2,703,690 Common Shares and the same number of debenture warrants. The registration included 3,999,986 Common Shares issuable upon the exercise of warrants (Note 9), including the warrants issued in the first step of the private placement and the debenture warrants, having the respective expiration dates as noted in the preceding paragraph.

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

During the twelve months ended December 31, 2004, 2003 and 2002, 418,400, 994,753 and 679,736 of the warrants issued in the February-March 2002 private placement (Note 8(c)) have been exercised for total gross proceeds of $627,600, $1,492,130 and $1,019,604, respectively (Note 9).

(e)   Private placement December 2002, net

On December 27, 2002, the Corporation completed a private placement financing in which the Corporation issued 1,000,000 equity units at a price of $2.35 per unit, for an aggregate purchase price of $2,350,000. Each equity unit consisted of one Common Share and one warrant (Note 9), exercisable over a two-year period from the issuance date, to purchase one Common Share for $3.04 during the first year and $3.45 during the second year. The Corporation incurred approximately $115,000 in direct costs connected with this private placement.

(f)    Warrants exercised from December 2002 private placement

During the twelve months ended December 31, 2004 and 2003, 83,327 and 916,673 of the warrants issued in the December 2002 private placement have been exercised for total gross proceeds of $287,478 and $2,786,686 (Note 9).

(g)   Common shares issued for acquisition of gold properties, net

During June and July 2004, the Corporation issued 50,475 Common Shares valued at $200,000, as the final scheduled payment in the purchase of the Hasbrouck/Three Hills projects.

On August 4, 2004, the Corporation issued 138,428 Common Shares valued at $500,000, as a scheduled payment for the purchase of the Guadalupe de los Reyes project in Mexico.

In accordance with the acquisition agreement with respect to the Maverick Springs project (Note 4(a)), the Corporation settled the amount payable with equity of $500,000 in October 2003 by issuing 122,923 Common Shares valued at $4.07 per share. In addition, an equivalent number of two-year warrants were issued at an exercise price of $5.08 determined at the time of issue. The fair value of the two-year warrants was recorded as $111,058, estimated using the Black-Scholes pricing model (Note 9).

The Corporation executed and finalized three option purchase agreements for 100% interest in the Wildcat project (Note 4(d)) in October 2003. On October 28, 2003, the Corporation purchased patented mining claims and exploration data and issued 50,000 Common Shares of the Corporation as consideration upon the closing of the transaction recorded at a fair value of $211,500.

On August 29, 2002, the Corporation issued 303,030 Common Shares valued at $962,000 as partial consideration for the acquisition of the Paredones Amarillos project (Note 4(g)). In addition, 303,030 two-year warrants were issued and the fair value was recorded as $250,000. The Corporation incurred approximately $18,000 in direct costs connected with the issuance of these units.

On October 7, 2002, the Corporation issued 197,740 Common Shares valued at $605,000 as partial consideration for the acquisition of the Maverick Springs (Note 4(a)) and Mountain View (Note 4(b)) projects. In addition, 197,740 two-year warrants were issued and the fair value was recorded as $95,000. The Corporation incurred approximately $22,000 in direct costs connected with the issuance of these units.

(h)   Common Shares issued for services, net

Pursuant to an agreement executed August 22, 2002, with Endeavour Financial Corporation Inc. ("Endeavour"), Endeavour provided financial advisory services to the Corporation for a monthly fee of

61

$10,000. The monthly fee was payable by the issuance to Endeavour of a non-transferable convertible promissory note, which was automatically converted into Common Shares of the Corporation at a price per share equal to the weighted average closing price of the Common Shares on the American Stock Exchange on the last 10 trading days of the month prior to the business day on which the fee became due. The term of the agreement was not to exceed one year and it expired during the quarter ended September 30, 2003. During the twelve months ended December 31, 2003, the Corporation issued 23,495 Common Shares valued at $85,000 to Endeavour under the terms of this agreement.

During the twelve months ended December 31, 2002, the Corporation issued 10,869 Common Shares valued at $35,000 and recorded a liability of $10,000 for services provided by Endeavor during 2002.

(i)    Private placement September 2004, net

On September 29, 2004, the Corporation completed a private placement financing in which it sold and issued a total of 1,966,456 units, at a price of $3.30 per unit for aggregate gross proceeds of $6,489,304.80. Net proceeds to the Corporation were approximately $6,112,000. Each unit consists of one Common Share and one warrant to acquire an additional Common Share of the Corporation at an exercise price of $4.75.

On January 7, 2005, the United States Securities and Exchange Commission declared effective a registration statement on Form S-3 filed under the United States Securities Act of 1933 for the registration for resale of 4,367,661 Common Shares, including the Common Shares issued, as well as those to be issued on exercise of warrants, in connection with the private placement. As a result of this registration statement becoming effective within six months following the closing of the private placement, the exercise price of the warrants remained at $4.75 rather than being reduced to $4.25 as would have been the case if the registration statement were declared effective only after the six-month period.

Starting six months after the share registration is declared effective (i.e., July 7, 2005), if the closing price of Vista's common shares on the American Stock Exchange is $5.50 or more for a period of 20 consecutive trading days, then for 15 business days the Corporation will have the option to request that the warrants be exercised. If the warrants are not exercised within 15 business days following the request, they will be cancelled.

A commission of $324,465 (representing 5% of gross proceeds) was paid to Global Resource Investments Ltd. in conjunction with the private placement. Also, Global Resource Investments Ltd. was reimbursed $18,757 for legal fees in connection with the private placement.

(j)    Warrants exercised from acquisition of gold properties, cash

During the twelve months ended, December 31, 2004, all 303,030 warrants issued to Viceroy Resource Corporation for acquisition of Minera Paredones Amarillos were exercised for total proceeds of $1.6 million (Note 4(g)).

(k)   Warrants exercised from acquisition of gold properties, fair value.

During the twelve months ended, December 31, 2004, all 303,030 warrants issued to Viceroy Resource Corporation for acquisition of Minera Paredones Amarillios were exercised. Previously, these warrants had been recorded at a fair value amount of $250,000 in Warrants (Note 9) and when they were exercised the fair value associated with them was recorded as Common Stock.

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9. Warrants

Further to Note 8, warrants granted and outstanding are summarized in the following table.

		Warrants granted1	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, 2001		—	$	—		—		—		—		$	—		—
Private placement February-March 2002		3,999,986		—		(679,736	)	—		3,320,251			1.50	Feb-Mar-07	4.2
														2
Private placement December 2002		1,000,000		—		—		—		1,000,000			3.04	Dec-04	1.9
Acquisition of Paredones Amarillos		303,030		250		—		—		303,030			4.40	Aug-04	1.7
Acquisition of Maverick Springs and Mtn. View		197,740		95		—		—		197,740			4.43	Oct-04	1.8
	Total 2002	5,500,756		345		(679,736	)	—		4,821,021			2.12
As of December 31, 2002		5,500,756		345		(679,736	)	—		4,821,021			2.12
Private placement February 2003		1,400,000		—		(190,000	)	—		1,210,000			3.14	Feb-07	3.1
Private placement February-March 2002		—		—		(994,753	)	—		(994,753	)		1.50	Feb-Mar-07	3.2
Private placement December 2002		—		—		(916,673	)	—		(916,673	)		3.04	Dec-04	0.9
Acquisition of Maverick Springs and Mtn. View		122,923		111		—		—		122,923			5.08	Oct-05	1.8
	Total 2003	1,522,923		111		(2,101,426	)	—		(578,503	)		2.32
As of December 31, 2003		7,023,679		456		(2,781,162	)	—		4,242,518			2.46
Private placement September 2004		1,966,456		—		—		—		1,966,456			4.75	Sep-07	2.7
Private placement February-March 2002		—		—		(418,400	)	—		(418,400	)		1.50	Feb-Mar-07	2.2
Private placement Deccember 2002		—		—		(83,327	)	—		(83,327	)		3.45	Dec-04	—
Private placement February 2003		—		—		(190,000	)	—		(190,000	)		3.56	Feb-07	2.1
Acquisition of Minera Paredones Amarillos		—		(250	)	(303,030	)	—		(303,030	)		4.40	Aug-04	—
Acquisition of Maverick Springs and Mtn. View		—		(95	)	—		(197,740	)	(197,740	)		4.43	Oct-04	—
	Total 2004	1,966,456		(345	)	(994,757	)	(197,740	)	773,959			2.94
As of December 31, 2004		8,990,135	$	111		(3,775,919	)	(197,740	)	5,016,477		$	3.28

(1)

Each warrant entitles the holder to purchase one common share

(2)

The exercise price increased to $3.45 in December 2003

(3)

The exercise price increases to $3.56 in February 2004

During the year 2004, all 303,030 warrants issued for the acquisition of Minera Paredones Amarillos were exercised (Note 8). Also during 2004, 197,740 warrants issued October 9, 2002 for the acquisition of

63

Maverick Springs and Mountain View expired on October 9, 2004. The recorded fair-value from the expiration of these warrants of $95,000 has been reclassified to contributed surplus.

10. Options to purchase Common Shares

Common Share options issued to non-employees

During the twelve months ended December 31, 2004, 115,000 stock options of the Corporation were granted to non-employee consultants and have been recorded at an estimated fair value of $328,760 using the Black-Scholes option pricing model.

Under the Corporation's Stock Option Plan, 10,000 fully vested stock options were granted to non-employee consultants of the Corporation in December 2003 and have been recorded at an estimated fair-market value of $28,941 using the Black-Scholes option pricing model. During the year ended December 31, 2004, none of these options were forfeited.

Under the Corporation's Stock Option Plan, 20,000 fully vested stock options were granted to non-employee consultants of the Corporation in December 2002, and have been recorded at an estimated fair-market value of $24,602 using the Black-Scholes option pricing model. During the year ended December 31, 2003, 10,000 of these options were forfeited and an amount of $13,000 was transferred to contributed surplus.

Common Share options granted under Stock Option Plan

During the twelve months ended December 31, 2004, 308,000 stock options were issued to directors, officers and employees of the Corporation and have been recorded at an estimated fair value of $527,985 using the Black-Scholes option pricing model. In addition, compensation expense of $202,858 was recognized during 2004, for options previously granted and vesting over time.

Under the Corporation's Stock Option Plan (the "Plan"), the Corporation may grant options to directors, officers, employees and consultants of the Corporation or its subsidiaries, for up to 1,000,000 Common Shares. 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.

At December 31, 2004, 883,483 Common Shares were reserved for issuance under options granted to directors, officers, employees and non-employees. The total number of options outstanding represents 4.9% of issued capital with prices ranging from approximately U.S.$1.86 to U.S.$4.76 and remaining lives of 1.2 to 6.4 years. These options expire as follows:

Year of expiration	2005	2006	2007	2008	2009	2010	2011	2012	Total
Number of options	—	5,000	365,483	150,000	358,000	—	5,000	—	883,483

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The following tables summarize information about stock options under the Plan:

	2004				2003				2002
	Number of Shares		Weighted Average Price (Cdn $)		Number of Shares		Weighted Average Price (Cdn $)		Number of Shares		Weighted Average Price (Cdn $)
Outstanding—December 31, 2003	735,125		$	3.80	662,000		$	4.32	75,000		$	3.63
Granted	423,000			5.02	210,000			5.60	649,500			4.37
Exercised	(249,642	)		4.42	(119,375	)		3.95	(17,500	)		3.07
Expired	—			—	—			—	—			—
Forfeited	(25,000	)		5.28	(17,500	)		5.19	(45,000	)		4.37
Outstanding—December 31, 2004	883,483		$	3.07	735,125		$	3.80	662,000		$	4.32
Exercisable	549,483		$	4.94	640,125		$	4.36	172,500		$	4.19

Options Outstanding			Options Exercisable
Weighted Average Exercise Price (Cdn $)	Number outstanding as of Dec. 31, 2004	Weighted Average Remaining Life (years)	Weighted Average Exercise Price (Cdn $)		Number exercisable as of Dec. 31, 2004	Weighted Average Remaining Life (years)
$3.00	5,000	6.4	$	3.00	5,000	6.4
4.37	271,375	2.5		4.37	271,375	2.5
4.48	60,000	4.6		4.48	30,000	4.6
4.70	2,857	2.1		4.70	2,857	2.1
4.70	2,500	1.2		4.70	2,500	1.2
4.70	11,251	2.9		4.70	11,251	2.9
4.70	2,500	1.9		4.70	2,500	1.9
5.00	268,000	4.9		5.00	29,000	4.7
5.00	60,000	2.9		5.00	—	2.9
5.17	10,000	4.4		5.17	5,000	4.4
5.19	10,000	2.9		5.19	10,000	2.9
5.83	30,000	3.7		5.83	30,000	3.7
5.87	120,000	3.9		5.87	120,000	3.9
6.29	30,000	4.2		6.29	30,000	4.2
$3.07	883,483		$	4.94	549,483

Under the Plan, 308,000 stock options were granted to officers, employees and directors of the Corporation during 2004. Of the options granted, 179,000 vested immediately upon grant and the remaining 129,000 will vest one year from the grant date. In December 2004, 115,000 stock options were granted to non-employees of the Corporation for services provided, and these options have been fully expensed in the period granted, commensurate with the Corporation's accounting policies.

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During 2004, stock options granted to employees in June and December of 2003 were forfeited before they were fully vested in June 2004. The $41,220 amount that was originally recorded as an expense and an addition to stock options has been reversed, accordingly.

Compensation expense for options granted to officers, employees and directors, which vest over time, is recognized over the vesting period. Had compensation expense been recorded using the fair-value method for the stock options granted in 2003 and 2002, the Corporation's loss and loss per share would have been adjusted to the pro-forma amounts indicated below:

	Year ended December 31,
	2003			2002
Net Loss—as reported (000's)	$	(2,745	)	$	(2,775	)
Net Loss—pro forma (000's)		(3,230	)		(3,261	)
Loss per share—as reported	$	(0.22	)	$	(0.41	)
Loss per share—pro forma		(0.25	)		(0.48	)

The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions used for the grants:

	Years ended December 31,
	2004	2003	2002
Expected volatility	80.00%	80.0%	50.0%
Risk-free interest rate	Range from 1.50% to 3.51%	Range from 2.51% to 3.16%	3.5%
Expected lives	3 to 5 years	5 years	3 to 5 years
Dividend yield	0%	0%	0%

Option pricing models require the input of highly subjective assumptions including the expected price volatility. 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.

11. Cost recoveries related to USF&G lawsuit

During the year ended December 31, 2001, the Corporation provided approximately $814,000 in respect of a lawsuit by USF&G. During the year ended December 31, 2002, the Corporation settled the lawsuit for approximately $20,000 less than originally provided for, and also received marketable securities, valued at $220,000 at the time of receipt, related to the settlement.

12. Commitments and contingencies

The Corporation is required to provide financial assurance of $6.8 million in respect of reclamation and site closure obligations at the Hycroft mine (Note 7). The Corporation has been requested to pledge collateral to provide this bonding. During 2004, the Corporation reached an agreement for a new bond package (Note 20).

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Refer also to Note 4 for commitments in connection with acquisitions of mineral properties.

13. 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. At December 31, 2004, marketable securities are carried at a cost of $140,000, with a quoted market value of $214,000.

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

As of December 31, 2004, 2003 and 2002 all of the Corporation's cash was held in liquid bank deposits.

	Years ended December 31
Supplemental cash flow disclosure ($000's)
	2004	2003	2002
Cash paid (received) during the year for:
Interest Expense	—	—	14

		Non-cash consideration given/(received) during 2004
Material non-cash transactions ($000's)		Equity units			Future equity units(1)		Future cash payments(2)		Settlement of a liability		Total
Investing and financing activities:
	Hasbrouck/Three Hills—Note 8(g)	$	200		$	—	$	—	$	—	$	200
	Guadalupe de los Reyes—Note 8(g)		500			—		—		—		500
	Amayapampa		(70	)		—		—		—		(70	)
		$	630		$	—	$	—	$	—	$	630

(1)

Included in Payables to be settled with equity

(2)

Included in Accrued liabilities and other

		Non-cash consideration given during 2003
Material non-cash transactions ($000's)		Equity units		Future equity units(1)		Future cash payments(2)		Settlement of a liability		Total
Investing and financing activities:
	Hasbrouck/Three Hills—Note 4(e)	$	—	$	—	$	200	$	—	$	200
	Maverick Springs—Note 8(g)		500		—		—		—		500
	Maverick Springs—Note 8(g)		111		—		—		—		111
	Endeavour—Note 8(h)		85		—		—		—		85
		$	696	$	—	$	200	$	—	$	896

(1)

Included in Payables to be settled with equity

(2)

Included in Accrued liabilities and other

67

		Non-cash consideration given during 2002
Material non-cash transactions ($000's)		Equity units		Future equity units(1)		Future cash payments(2)		Settlement of a liability			Total
Investing activities:
	Paredones Amarillos—Note 8(g)	$	1,212	$	—	$	320	$	—		$	1,532
	Maverick Springs—Note 4(a)		500		500		—		—			1,000
	Mountain View—Note 8(g)		200		—		—		—			200
	Asset disposal		—		—		—		(103	)		(103	)
		$	1,912	$	500	$	320	$	(103	)	$	2,629

(1)

Included in Payables to be settled with equity

(2)

Included in Accrued liabilities and other

15. 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
		2004			2003			2002
Income taxes at statutory rates		$	(1,827	)	$	(1,074	)	$	(1,141	)
Increase (decrease) in taxes from:
	Permanent differences		308			222			2
	Differences in foreign tax rates		122			114			198
	Benefit of loss not recognized		1,398			738			941
		$	—		$	—		$	—

(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
	2004			2003
Excess tax value over carrying value of property, plant and equipment	$	10,410		$	9,803
Other Operating and capital loss carryforwards		16,118			14,997
Accrued reclamation provision		(47	)		1,409
		1,415			26,209
Valuation allowance for future tax assets		27,896			(26,209	)
Total	$	(27,896	)	$	—

(c)        The Corporation has available income tax losses of approximately $44 million, which may be carried forward and applied against future taxable income when earned.

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The losses expire as follows:

	Canada		United States		Total
2005	$	9,231	$	—	$	9,231
2006		758		—		758
2007		552		—		552
2008		555		388		943
2009		539		11		550
2010		552		5,106		5,658
2011		—		9,415		9,415
2014		559		—		559
2019		—		5,301		5,301
2020		—		1,725		1,725
2021		—		1,965		1,965
2022		—		1,726		1,726
2023		—		1,991		1,991
2024		—		3,840		3,840
	$	12,776	$	31,468	$	44,214

16. 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: 2004—$19,470, 2003—$38,250; and 2002—$20,796.

17. Segment information

The Corporation evaluates, acquires and explores gold exploration and potential development projects. These activities are focused principally in North America and South America. Substantially all related costs are incurred in the United States. The Corporation reported no revenues in 2004, 2003 and 2002. Geographic segmentation of capital assets is provided in Notes 4 and 5.

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

The significant 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 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

(c)

Under U.S. GAAP, items such as unrealized gains and losses on investments classified as available for sale are required to be shown separately in the derivation of comprehensive income. Under U.S GAAP, investments classified as available for sale are carried at the quoted market values.



(d)

In 2000 and 2001, the Corporation recognized revenue upon adsorption of gold onto carbon. In accordance with U.S. GAAP, revenue is not recorded before title is passed. In 2002, proceeds from gold sales of $150,000 were recognized for U.S. GAAP and credited to "Exploration, property evaluation and holding costs."



(e)

Special warrants issued to the agent as compensation for its services in connection with the March 2002 Debenture Offering (Note 8(c)) 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 (Note 8(c)); accordingly the fair value of the Beneficial Conversion Feature is recognized as a charge to net loss and as an addition to contributed surplus.



(f)

In accordance with U.S. GAAP, exploration, mineral property evaluation, holding costs, option payments and related acquisition costs for mineral properties acquired under an option agreement 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.



(g)

In accordance with U.S. GAAP, only those options granted to non-employees of the Corporation are recorded for financial statement purposes using the fair value on the date of grant.

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

Consolidated Statements of Loss

		Years ended December 31,
(U.S. dollars in thousands, except share data)											Cumulative during Exploration Stage
		2004			2003			2002
Net loss—Canadian GAAP		$	(4,924	)	$	(2,745	)	$	(2,775	)	$	(10,444	)
Realized loss on marketable securities			—			(85	)		—			(85	)
Unrealized gain/(loss) on marketable securities			—			—			85			85
Exploration, property evaluation and holding costs (f)			(1,663	)		(550	)		(87	)		(2,300	)
Financing costs			—			—			(222	)		(222	)
Stock-based compensation expense (g)			690			—			—			731
Beneficial conversion feature			—			—			(2,774	)		(2,774	)
	Net loss—U.S. GAAP		(5,897	)		(3,380	)		(5,773	)		(15,009	)
Unrealized gain/(loss) on marketable securities (c)			(156	)		315			(85	)		74
	Comprehensive loss—U.S. GAAP	$	(6,053	)	$	(3,065	)	$	(5,858	)	$	(14,935	)
Basic and diluted loss per share—U.S. GAAP		$	(0.38	)	$	(0.26	)	$	(0.85	)

70

The significant differences in the consolidated balance sheets as at December 31, 2004 and 2003 relative to U.S. GAAP were:

Consolidated Balance Sheets

		Years ended December 31, 2004									Years ended December 31, 2003
(U.S. $000's)		Per Cdn. GAAP			Cdn./U.S. Adj.			Per U.S. GAAP			Per Cdn. GAAP			Cdn./U.S. Adj.			Per U.S. GAAP
Current assets (c)		$	6,826		$	74		$	6,900		$	6,485		$	230		$	6,715
Restricted cash			4,961			—			4,961			1,684			—			1,684
Property, plant and equipment (f)			21,001			(10,087	)		10,914			18,111			(8,424	)		9,687
Total assets		$	32,788		$	(10,013	)	$	22,775		$	26,280		$	(8,194	)	$	18,086
Current liabilities			256			—			256			408			—			408
Long term liabilities			4,188			—			4,188			4,169			—			4,169
	Total liabilities		4,444			—			4,444			4,577			—			4,577
Capital stock (c)			149,747			76,262			226,009			138,458			76,754			215,212
Special warrants (e)			—			222			222			—			222			222
Warrants and options (g)			1,649			(1,169	)		480			497			—			497
Contributed surplus			108			5,560			5,668			13			5,560			5,573
Other comprehensive income (loss) (c)			—			74			74			—			230			230
Deficit (a,b,c,d,e,f,g)			(123,160	)		(90,962	)		(214,122	)		(117,265	)		(90,960	)		(208,225	)
	Total shareholders' equity		28,344			(10,013	)		18,331			21,703			(8,194	)		13,509
	Total liabilities & shareholders' equity	$	32,788		$	(10,013	)	$	22,775		$	26,280		$	(8,194	)	$	18,086

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

Consolidated Statements of Cash Flows

		Years ended December 31,
(U.S. dollars in thousands)											Cumulative during Exploration State
		2004			2003			2002
Cash flows from operating activities:
Loss for the period		$	(4,924	)	$	(2,745	)	$	(2,775	)	$	(10,444	)
Adjustments to reconcile loss for the period to cash used in operations:
Non-cash items			1,361			258			927			2,546
Additions to mineral properties, net (a)			(1,663	)		(550	)		(87	)		(2,300	)
Change in operating assets and liabilities:			212			(521	)		(999	)		(1,307	)
	Net cash used in operating activities		(5,014	)		(3,558	)		(2,934	)		(11,506	)
Cash flows from investing activities:			(6,100	)		(3,002	)		(1,211	)		(10,313	)
Additions to mineral properties, net (a)			1,663			550			87			2,300
	Net cash used in investing activities		(4,437	)		(2,452	)		(1,124	)		(8,013	)
Cash flows from financing activities:			9,847			8,087			6,827			24,761
	Net cash provided by financing activities		9,847			8,087			6,827			24,761
Net increase/(decrease) in cash and cash equivalents			396			2,077			2,769			5,242
Cash and cash equivalents, beginning of period			5,520			3,443			674			674
Cash and cash equivalents, end of period		$	5,916		$	5,520		$	3,443		$	5,916

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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, 2000	$	197,900	$	—	$	—		$	2,786	$	(195,878	)	$	—		$	4,808
Net Loss		—		—		—			—		(3,194	)		—			(3,194	)
Balance at December 31, 2001	$	197,900	$	—	$	—		$	2,786	$	(199,072	)	$	—		$	1,614
Issued during the year (Note 8)		8,429		—		—			—		—			—			8,429
Special warrants (e)		—		222		—			—		—			—			222
Contributed surplus (e)		—		—					2,774		—			—			2,774
Warrants & options (g)		—		—		370			—		—			—			370
Other comprehensive loss (c)		—		—		—			—		—			(85	)		(85	)
Net Loss		—		—		—			—		(5,773	)		—			(5,773	)
Balance at December 31, 2002	$	206,329	$	222	$	370		$	5,560	$	(204,845	)	$	(85	)	$	7,551
Issued during the year (Note 8)		8,883		—		—			—		—			—			8,883
Warrants and options (g)		—		—		127			—		—			—			127
Contributed surplus (e)		—		—		—			13		—			—			13
Other comprehensive loss (c)		—		—		—			—		—			315			315
Net Loss		—		—		—			—		(3,380	)		—			(3,380	)
Balance at December 31, 2003	$	215,212	$	222	$	497		$	5,573	$	(208,225	)	$	230		$	13,509
Issued during the year (Note 8)		10,797		—		—			—		—			—			10,797
Warrants and options (g)		—		—		(17	)		—		—			—			(17	)
Contributed surplus (e)		—		—		—			95		—			—			95
Other comprehensive loss (c)		—		—		—			—		—			(156	)		(156	)
Net Loss		—		—		—			—		(5,897	)		—			(5,897	)
Balance at December 31, 2004	$	226,009	$	222	$	480		$	5,668	$	(214,122	)	$	74		$	18,331

The Corporation applies Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its plans in its U.S. GAAP presentations. If compensation cost for the Corporation's stock-based compensation plans had been determined based on the fair value at the grant dates for awards under the plans consistent with the method described in SFAS No. 123, the Corporation would have recorded additional compensation expense of $690,000, $485,000 and $486,000 in 2004, 2003 and 2002, respectively. On January 1, 2004, the Corporation adopted the fair value method of accounting for stock-based compensation, CICA 3870. This standard requires that the Corporation record compensation expense on the granting of all stock-based compensation awards, including stock options grants to employees, calculated using the fair-value method. The adoption of the fair value method resulted in a cumulative increase of $971,000 to the opening deficit at January 1, 2004. Accordingly, the consolidated net loss and loss per share under U.S. GAAP would have increased to the pro-forma amounts indicated below:

	Year ended December 31,
	2004			2003			2002
Net Loss—as reported (000's)	$	(5,897	)	$	(3,380	)	$	(5,773	)
Net Loss—pro forma (000's)		(6,587	)		(3,865	)		(6,259	)
Loss per share—as reported	$	(0.37	)	$	(0.26	)	$	(0.85	)
Loss per share—pro forma		(0.41	)		(0.30	)		(0.93	)

Impact of recently issued accounting standards

In December 2004, the FASB issued SFAS 153—Exchanges of Non-Monetary Assets—an amendment of APB 29. This statement amends APB 29, which is based on the principle that exchanges of non-monetary

72

assets should be measured at the fair-value of the assets exchanged with certain exceptions. SFAS 153 eliminates the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for non-monetary asset exchanges occurring in fiscal periods beginning on or after June 15, 2005.

For U.S. GAAP purposes, the Corporation will adopt SFAS 123, "Accounting for Stock Based Compensation" effective January 1, 2005. SFAS 123 requires the use of the fair value method of accounting for stock based compensation. This standard is consistent with the revised provisions of CICA 3870, which was adopted by the Corporation for Canadian GAAP effective January 1, 2004. For the United States GAAP, the Corporation will apply the new standard effective July 1, 2005. The Corporation has not yet decided which of the transition methods allowed by the SFAS 148 will be used.

19. Related party transactions

Maverick Springs

In June 2003, the Corporation formalized an agreement to grant to Silver Standard Resources Inc., ("SSRI") an option to acquire the Corporation's interest in the silver mineralized material hosted in the Maverick Springs project in Nevada. The Corporation and SSRI have a common director. Under the terms of the agreement, the Corporation will retain its 100% interest in the gold mineralized material, and SSRI was to pay the Corporation $1.5 million over four years including a cash payment of $300,000 at closing. The remaining $1.2 million would be used by the Corporation to fund exploration programs, land holding costs and option payments on the Maverick Springs project. At the time the transaction was completed, SSRI paid the Corporation $488,891, comprised of the required $300,000 payment due at closing plus $188,891 in exploration costs incurred through December 31, 2002. As of December 31, 2004, included in current assets is a receivable amount due from SSRI in the amount of $119,373 (2003—$407,135) to reimburse the Corporation for exploration expenditures incurred on the Maverick Springs project.

20. Subsequent events

Agreement to Sell Amayapampa—Recent Developments

In January 2005, Luzon Minerals Ltd. informed the Corporation that it wishes to exercise its option to purchase the Amayapampa gold project in Bolivia. The companies also agreed at the time, subject to regulatory approval, to further amend the terms of the original purchase option agreement with respect to the payments previously due on January 15, 2005 and January 1, 2006. The amended agreement calls for the Corporation to receive from Luzon, within five business days of receiving TSX Venture Exchange approval, a payment consisting of $100,000 and 2,000,000 Luzon common shares. This will be followed, on the earlier of June 15, 2005, or the date of the next financing completed by Luzon after January 19, 2005, by a payment of $850,000 in cash or, at Luzon's option, $425,000 in cash and $425,000 in equity units consisting of Luzon common shares and warrants to purchase common shares. The final payment will be made at the earlier of the start of construction or June 15, 2006. This payment remains unchanged from the original agreement, as reported in December 2003, in that Luzon will pay the Corporation $4,000,000 in cash or at the Corporation's option, a combination of Luzon common shares and cash based on Luzon's share price. If Luzon completes the purchase, and when production commences, the Corporation will also receive a 3% net smelter type royalty on gold production at gold prices of $450 per ounce or below and 4% at gold prices above $450 per ounce. Other terms of the agreement remain unchanged.

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Letter of Intent to Grant Option to Purchase Hycroft Mine

In January 2005, the Corporation signed a binding letter of intent agreement with Canyon Resources Corporation to grant Canyon a six-month option to purchase the Hycroft mine. Completion of the transaction is subject to the negotiation and execution of a definitive option and purchase agreement and regulatory approval. The agreement provides for Canyon to expend $500,000 on a program of development and exploration drilling and mine engineering. The objectives of this program are to evaluate and expand the oxide reserves of Hycroft and to provide design information for the restart of oxide leaching operations.

At any time during the six-month period, Canyon may exercise its option to purchase Hycroft for an aggregate amount of $10 million consisting of a combination of $4 million in cash and $6 million in units, with each unit consisting of one share of Canyon common stock and a warrant to purchase one half share of Canyon common stock. The number of units would be calculated by dividing $6 million by the average closing price of Canyon stock for the 20 trading days prior to the exercise of the option. The exercise price of each warrant would be equal to 130% of the average share price, as calculated above, upon exercise of the option and the warrants would have a term of three years from the date of issue. Canyon will arrange to register the stock acquired by the Corporation as part of this transaction. In addition, Canyon would have the choice either to arrange new reclamation bonding for Hycroft or assume the existing bond (subject to bonding company approval). If Canyon assumes the existing bond, Canyon would pay the Corporation the difference, over a number of years, between the bond amount (approximately $6.8 million) and the bonding company's accepted cost estimate of reclamation (approximately $4.2 million), or approximately $2.6 million (See also Consolidated Financial Statements — Note 20).

Form S-3 Filed with the U.S. Securities and Exchange Commission

On January 7, 2005, the United States Securities and Exchange Commission declared effective a registration statement on Form S-3 filed under the United States Securities Act of 1933 for the registration for resale of 4,367,661 Common Shares, including an aggregate 3,932,912 Common Shares issued, as well as those to be issued on exercise of warrants, in connection with the Corporation's September 2004 private placement. Also included were an aggregate 434,749 Common Shares issued, as well as those to be issued on exercise of warrants, in connection with scheduled payments for certain property acquisitions of the Corporation. As a result of this registration statement becoming effective within six months following the closing of the private placement, the exercise price of the warrants remained at $4.75 rather than being reduced to $4.25 as would have been the case if the registration statement were declared effective after the six-month period.

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

None.

ITEM 9A.    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) as of December 31, 2004. 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. There has been no change in the Corporation's internal control over financial reporting during the quarter ended December 31, 2004 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 the Corporation's directors will be contained in the Corporation's definitive Proxy Statement to be filed pursuant to Regulation 14A promulgated under the United States Securities Exchange Act of 1934 for the 2004 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 the Corporation's executive officers is furnished following Item 4 of Part I hereof under the caption "Executive Officers of the Corporation".

Information concerning the Corporation'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 directors and executive officers of the Corporation, and holders of more than 10% of the Corporation's Common Shares, will be contained in the Proxy Statement under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" 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. 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 "Executive Compensation" and is incorporated herein by reference.

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

Except as to the information concerning securities authorized for issuance under equity compensation plans, which is furnished in Item 5 of Part II hereof under the caption "Equity Compensation Plan Information", the information concerning this item will be contained in the Proxy Statement under the caption "Ownership of the Corporation's Common Shares" 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 Management and Others in Material Transactions" 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—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 February 11, 2005.

2.

Consolidated Balance Sheets—At December 31, 2004 and 2003.

3.

Consolidated Statements of Loss—Years ended December 31, 2004, 2003, and 2002.

4.

Consolidated Statements of Deficit—Years ended December 31, 2004, 2003 and 2002.

5.

Consolidated Statements of Cash Flows—Years ended December 31, 2004, 2003, and 2002.

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)
3.04	Amended By-Law No. 1 of Vista Gold (File No. 1-9025)
4.01	Warrant Indenture dated September 29, 2004 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, 2004 and incorporated herein by reference (File No. 1-9025)
10.01	Lease and Option dated July 1, 1985 between Henry C. Crofoot, trustee, and Hycroft Resources—Development Inc. (Crofoot Patented Claims), as amended, filed as Exhibit 10.8 to Granges' Registration Statement on Form S-1, as amended, and incorporated herein by reference (File No. 33-17974)
10.02	Lease and Option dated July 1, 1985, between Henry C. Crofoot, trustee, and Hycroft Resources—Development Inc. (Crofoot Unpatented Claims), as amended, filed as Exhibit 10.9 to Granges' Registration Statement on Form S-1, as amended, and incorporated herein by reference (File No. 33-17974)

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10.03	Lewis Mine Lease and Assignment Agreement included in the Assignment of Mining Lease dated January 23, 1987 among Standard Slag Company, Hycroft Lewis, Hycroft Resources Corporation and Granges, filed as Exhibit 10.7 to Granges' Registration Statement on Form S-1, as amended, and incorporated herein by reference (File No. 33-17974)
10.04	Amendment Agreement dated January 14, 1988, among Henry C. Crofoot et al and Hycroft Resources—Development Inc. filed as Exhibit 10.13 to Granges' Annual Report on Form 10-K for the fiscal year ended December 31, 1988, as amended, and incorporated herein by reference (File No. 1-9025)
10.05	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 fiscal year ended December 31, 1988, as amended, and incorporated herein by reference (File No. 1-9025)
10.06	Second Amendment Agreement dated March 3, 1989, among Henry C. Crofoot et al and Hycroft Resources—Development Inc. filed as Exhibit 10.24 to the Form 20-F/A for the year ended December 31, 1994 and incorporated herein by reference (File No. 1-9025)
10.07	Second Lewis-Hycroft Agreement dated March 15, 1991 among Frank W. Lewis, Granges, Hycroft Resources—Development Inc. and Hycroft Lewis filed as Exhibit 10.20 to the Form 20-F/A for the year ended December 31, 1994 and incorporated herein by reference (File No. 1-9025)
10.08	Third Amendment Agreement dated August 16, 1991 among Henry C. Crofoot et al, Hycroft Resources & Development Inc. and Blackrock Properties, Inc. filed as Exhibit 10.25 to the Form 20-F/A for the year ended December 31, 1994 and incorporated herein by reference (File No. 1-9025)
10.09	Amalgamation Agreement dated February 24, 1995 between Granges and Hycroft Inc. included in the Joint Management Information Circular of Granges and Hycroft Inc. filed as Exhibit 20.1 to the Form 8-K dated May 1, 1995 and incorporated herein by reference (File No. 1-9025)
10.10	Stock Option Plan of Vista Gold dated November 1996 as amended in November 1998 and in May 2003 filed as Schedule B to the Corporation's definitive Proxy Statement as filed with the Commission on March 28, 2003 and incorporated herein by reference (File No. 1-9025)
10.11	Agency Agreement dated February 1, 2002 between Vista Gold and Global Resource Investments Ltd. filed as Exhibit 10.38 to the Corporation's Annual Report on Form 10-KSB for the year ended December 31, 2001 and incorporated herein by reference (File No. 1-9025)
10.12	Amendment Agreement dated March 18, 2002 between Vista Gold and Global Resource Investments Ltd. filed as Exhibit 10.39 to the Corporation's Annual Report on Form 10-KSB for the year ended December 31, 2001 and incorporated herein by reference (File No. 1-9025)
10.13	Share Purchase Agreement dated August 29, 2002 between Vista Gold and Viceroy Minerals Corporation filed as Exhibit 10.16 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)
10.14	Purchase Agreement dated October 7, 2002 between Vista Gold and Newmont Mining Corporation filed as Exhibit 10.17 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)

77

10.15	Finder's Fee Agreement and Indemnity Agreement dated December 31, 2002 between Vista Gold and Global Resource Investments Ltd. filed as Exhibit 10.18 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)
10.16	Joint Venture Agreement dated June 9, 2003 between Vista Gold and Maverick Silver Inc., a subsidiary of Silver Standard Resources Inc. filed as Exhibit 10.19 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)
10.17	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)
10.18	Contract of Assignment of Rights dated September 26, 2003 between Minera Paredones Amarillos and Enrique Gaitan Maumejean filed as Exhibit 10.21 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)
10.19	Option to Purchase Agreement dated September 23, 2003 between Vista Gold and Monex Exploration filed as Exhibit 10.22 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)
10.20	Purchase Agreement dated October 28, 2003 between Vista Gold and Sagebrush Exploration, Inc. filed as Exhibit 10.23 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)
10.21	Option to Purchase Agreement dated October 12, 2003 between Vista Gold and David C. and Judy Ahlquist Mough filed as Exhibit 10.24 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)
10.22	Finder's Fee Agreement and Indemnity Agreement amended and restated as of September 1, 2004 between Vista Gold and Global Resource Investments Ltd. 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)
10.23	Form of Subscription Agreement dated September 29, 2004, between Vista Gold and each Purchaser as defined therein filed as Exhibit 10.2 to the Corporation's Form 10-Q for the quarter ended September 30, 2004 and incorporated herein by reference (File No. 1-9025)
10.24	Option to Purchase Agreement dated December 11, 2003, as amended May 28, 2004 and July 29, 2004 between Vista Gold and Luzon Minerals Ltd.
10.25	Employment Agreement dated June 1, 2004 between Vista Gold and Gregory G. Marlier
10.26	Option to Enter Joint Venture Agreement effective as of October 21, 2004 by and between Vista Gold, Hycroft Resources & Development, Inc., Hycroft Lewis Mine, Inc. and Pintail (Nevada) Gold Technology LLC
10.27	Employment Agreement effective as of January 1, 2005 between Vista Gold and Michael B. Richings
21	Subsidiaries of the Corporation
23.1	Consent of PricewaterhouseCoopers LLP, independent auditors
23.2	Consent of Mine Reserve Associates, Inc.
23.3	Consent of Snowden Mining Industry Consultants

78

23.4	Consent of Mine Development Associates
23.5	Consent of Pincock, Allen & Holt
23.6	Consent of Resource Development 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

79

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.
Dated: March 31, 2005	By: /s/ Michael B. Richings
	Michael B. Richings,
	President and Chief Executive Officer
Dated: March 31, 2005	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 31, 2005	By: /s/ Michael B. Richings
	Michael B. Richings,
	President and Chief Executive Officer
Dated: March 31, 2005	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:

Signature	Capacity	Date
/s/ Michael B. Richings Michael B. Richings	Director	March 31, 2005
* John M. Clark	Director	March 31, 2005
* C. Thomas Ogryzlo	Director	March 31, 2005
* Robert A. Quartermain	Director	March 31, 2005
W. Durand Eppler
* By: /s/ Michael B. Richings
Michael B. Richings         Attorney-in-Fact

80

Exhibit 21

SUBSIDIARIES OF VISTA GOLD CORP.

Name of Subsidiary			Jurisdiction of Organization
Vista Gold Holdings Inc.(1)			Nevada
	Vista Gold U.S. Inc.(2)		Delaware
	Vista Nevada Corp.(2)		Nevada
	Idaho Gold Resources LLC(2)		Idaho
	Hycroft Resources & Development, Inc.(2)		Nevada
		Hycroft Lewis Mine, Inc.(3)	Nevada
Granges Inc.(1)			British Columbia, Canada
Minera Paredones Amarillos S.A. de C.V.(1)			Mexico
Vista Gold (Antigua) Corp.(1)			Antigua
	Compania Inversora Vista S.A.(4)		Bolivia
		Minera Nueva Vista S.A.(5)	Bolivia
		Compania Exploradora Vistex S.A.(5)	Bolivia

(1)

100% owned by Vista Gold Corp.

(2)

100% owned by Vista Gold Holdings Inc.

(3)

100% owned by Hycroft Resources & Development, Inc.

(4)

100% owned by Vista Gold (Antigua) Corp.

(5)

100% owned by Compania Inversora Vista S.A.

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 and 333-104443 and 333-120335) and in the related Prospectuses, and in the Registration Statement on Form S-8 (No. 333-105621) of Vista Gold Corp. (the "Company") of our report dated February 11, 2005, relating to the consolidated financial statements of the Company included in this Annual Report on Form 10-K for the year ended December 31, 2004.

/s/ PricewaterhouseCoopers LLP
Chartered Accountants
Vancouver, BC, Canada
March 31, 2005

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, 2004 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 31, 2005
/s/ C. Thomas Ogryzlo C. Thomas Ogryzlo	Director	March 31, 2005
/s/ Robert A. Quartermain Robert A. Quartermain	Director	March 31, 2005

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)) [omitted pursuant to Transition Period provisions at Section III of Release 34-47986 of the Securities and Exchange Commission entitled "Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports"] 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)

[omitted pursuant to Transition Period provisions at Section III of Release 34-47986 of the Securities and Exchange Commission entitled "Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports"];



(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 31, 2005 /s/ Michael B. Richings Michael B. Richings,
President 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)) [omitted pursuant to Transition Period provisions at Section III of Release 34-47986 of the Securities and Exchange Commission entitled "Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports"] 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)

[omitted pursuant to Transition Period provisions at Section III of Release 34-47986 of the Securities and Exchange Commission entitled "Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports"];



(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 31, 2005 /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, 2004, 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 31, 2005 /s/ Michael B. Richings Michael B. Richings,
President 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, 2004, 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 31, 2005 /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
SUBSIDIARIES OF VISTA GOLD CORP.
CONSENT OF INDEPENDENT ACCOUNTANTS
POWER OF ATTORNEY
CERTIFICATION
CERTIFICATION
STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-10.24

Exhibit 10.24

VISTA GOLD CORP.

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

December 11, 2003

Mr. James (Jim) A. Currie
President
Luzon Minerals Ltd.
9th Floor, 555 Burrard Street
Box 273, Two Bentall Centre
Vancouver, British Columbia V7X 1M8

Dear Jim:

Agreement regarding Purchase and Sale of Amayapampa Gold Project

The purpose of this letter is to set out the terms on which Vista Gold Corp. ("Vista") would agree to sell to Luzon Minerals Ltd. ("Luzon"), and Luzon would agree to purchase, Vista's interest in the Amayapampa Gold Project (the "Amayapampa Project") located in Bolivia.

Effective as of the date this letter is agreed and accepted by Luzon (the "Effective Date"),(i) this letter is intended to and does create binding and enforceable legal agreements and obligations between Vista and Luzon with respect to the matters addressed herein, and (ii) the obligations of Vista and Luzon to conclude the transactions contemplated by this letter are subject only to the conditions outlined in paragraphs (a) to (d) of section 2 of this letter.

1.

Purchase Price.    Vista's interest in the Amayapampa Project, including all structures, equipment and improvements at the site and all equipment (including sewage treatment equipment) stored off-site, will be purchased by Luzon and sold by Vista on the following terms:

(a)

The aggregate purchase price will be comprised of U.S.$1,000,000, 2,050,000 common shares in the capital of Luzon ("Common Shares") and at Vista's election, up to U.S.$4,000,000, up to 5,200,000 Common Shares, or a combination of cash and shares (as described in subparagraph 1(a)(iv) below), and will be payable as follows:

(i)

As soon as possible after the Effective Date, Luzon will issue and deliver to or as directed by Vista 50,000 Common Shares.

(ii)

Within five days of the Effective Date, Luzon will pay to Vista $U.S.10,000.

(iii)

Unless Luzon has previously provided Vista with written notice of its intention not to proceed with the transactions contemplated by this letter, (A) on the first day of each of the months of January, February and March 2004, Luzon will pay to Vista U.S.$10,000, (B) on the first day of each of the months April and May 2004, Luzon will pay to Vista U.S.$15,000, and (C) on June 1, 2004, Luzon will pay to Vista U.S.$930,000 and issue to Vista 2,000,000 Common Shares.

A-1

(iv)

Unless prior to June 1, 2004 Luzon has provided Vista with written notice of its intention not to proceed with the transactions contemplated by this letter, within five days of the date that is the earlier of (A) January 1, 2006 or (B) the date that Luzon commences construction at the Amayapampa Project, Luzon will pay to Vista U.S.$4,000,000, or at Vista's option in lieu thereof, pay and issue to Vista cash and/or Common Shares in accordance with Schedule "A" to this letter.

Luzon will not acquire ownership of Vista's interest in the Amayapampa Project until it has made all payments contemplated by this paragraph.

(b)

If Luzon completes its acquisition of the Amayapampa Project, Luzon will grant Vista a 3% net smelter return royalty where gold is at less than $450 per ounce and a 4% net smelter return royalty where gold is at $450 per ounce or more.



(c)

Luzon will undertake and complete the following by no later than June 1, 2004:



(i)

Update the feasibility study and produce a technical report in compliance with Canadian National Instrument 43-101 for the Amayapampa Project, such technical report to be completed regardless of whether Luzon elects not to complete the transactions contemplated by this letter.



(ii)

Enter into discussions with Ayllus and other local authorities in the vicinity of the Amayapampa Project to re-confirm the Social Contract signed by Vista and to ensure the local communities' cooperation in developing the Amayapampa Project.



(iii)

Seek the financing required to commence construction at the Amayapampa Project.



(d)

With respect to the Common Shares issued to Vista as payment of the purchase price:



(i)

each Common Share will be issued as a fully paid and non-assessable share in the capital of Luzon;



(ii)

notwithstanding the expiry of any hold period applicable under securities laws to the 2,000,000 Common Shares issued to Vista in accordance with subparagraph 1(a)(iii), Vista agrees that it will not trade or otherwise dispose of such shares for a period of 12 months following the date such shares are issued. The Common Shares issued to Vista in accordance with subparagraphs 1(a)(i) and (iv) will not be subject to any such additional hold period and subject to subparagraphs (d)(iii) and (iv) below, may be traded or otherwise disposed of by Vista at any time as permitted by applicable securities laws;



(iii)

if at any time Vista holds more than 10% of the outstanding Common Shares of Luzon and at such time receives an offer from an arm's length third party to purchase all or the majority of such shares, Vista agrees that it will not sell such shares to such party unless it has (A) first offered to sell such shares to Luzon on the same price and terms, and (B) Luzon has not accepted that offer within five business days of receiving notice thereof from Vista, provided that Luzon shall be deemed not to have accepted such offer if it has not delivered the purchase price to Vista in accordance with the terms of such offer within such five day period and that in no circumstances shall Vista be obligated to sell shares to Luzon unless such sale may be completed in compliance with all applicable laws; and

A-2

(iv)

Vista will use reasonable efforts to cause any disposition of Common Shares by it to completed in a manner that does not cause a substantial negative impact on the trading price of the Common Shares.



(e)

Luzon will acquire Vista's interest in the Amayapampa Project by purchasing all of the issued and outstanding shares of either Compania Inversora, Vista S.A. or Vista (Antigua) Corp.

2.

Conditions.    The obligation of the parties to conclude the transactions contemplated by this letter will be subject to a number of conditions, including without limitation, the following:

(a)

receipt of all necessary regulatory, shareholder or other approvals, and any consents required from third parties; and

(b)

completion of due diligence by Luzon with respect to the Amayapampa Project and the transactions contemplated by this letter by not later than June 1, 2004, the results of which shall be satisfactory to Luzon, in its sole discretion.

3.

Access to and Return of Information.    Immediately following execution and delivery of this letter by all parties, Vista agrees to provide Luzon, or its representatives, access to the books, records, financial statements, and other records and information relating to the Amayapampa Project and Vista's ownership interest therein, and all other information about the Amayapampa Project and Luzon's ownership interest therein reasonably requested by Luzon, to enable Luzon to complete its due diligence investigations with respect to the Amayapampa Project and Vista's ownership interest therein. Luzon 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 letter.

If the transactions contemplated by this letter are not completed, Luzon agrees that it will promptly return or provide to Vista any information obtained by it in connection with its due diligence investigations (including any information provided to Luzon by Vista in accordance with this section) and will provide Vista with the technical report completed in accordance with section 1(c)(i).

4.

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

5.

Expenses.    Both Vista and Luzon shal be responsible for payment of their own expenses, including legal and accounting fees, in connection with the transactions contemplated hereby, whether or not such transactions are completed.

6.

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 letter 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 letter or the transactions contemplated thereby, including any decision by Luzon not to complete the transactions contemplated by this letter. If for any reason Luzon elects not complete the transactions contemplated by this letter, it will not disclose the reasons for its decision not to complete such transactions unless it is specifically required by law to do so. In addition, each party acknowledges that as part of the transactions contemplated by this letter, 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 letter. For greater certainty, nothing in this Section 6 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 letter.

A-3

7.

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

8.

Survival.    The parties agree that sections 3, 4 and 6 shall survive any termination of this letter.

9.

Acceptance of Letter.    This letter shall be open for acceptance until 5:00 p.m. (Vancouver time) on Friday, December 12, 2003. If not accepted in writing prior to that time, this letter shall be considered withdrawn and null and void.

Yours truly,
VISTA GOLD CORP.
By:	/s/  RONALD J. MCGREGOR Ronald J. (Jock) McGregor President

Agreed to and accepted this 11th day of December, 2003

LUZON MINERALS LTD.

By:	/s/  JIM CURRIE Authorized Signatory
	Name:	Jim Currie
	Title:	President

A-4

SCHEDULE "A"
(Subparagraph 1(a)(iv))

Price (Cdn.$)1		Cash (U.S.$)		Common Shares
< $1.10		$	0	5,200,000
$1.10 - 1.19		$	200,000	4,940,000
$1.20 - 1.29		$	400,000	4,680,000
$1.30 - 1.39		$	600,000	4,420,000
$1.40 - 1.49		$	800,000	4,160,000
$1.50 - 1.59		$	1,000,000	3,900,000
$1.60 - 1.69		$	1,200,000	3,640,000
$1.70 - 1.79		$	1,400,000	3,380,000
$1.80 - 1.89		$	1,600,000	3,120,000
$1.90 - 2.00		$	1,800,000	2,860,000
	> $2.00	$	2,000,000	2,600,000

1

"Price" is the average closing price of the Common Shares on the TSX Venture Exchange (or such other principal stock exchange or market on which the Common Shares are listed or quoted) for the 30 trading days prior to the date referred to in subparagraph 1(a)(iv).

A-5

VISTA GOLD CORP.

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

July 29, 2004

Jim Currie
President
Luzon Minerals Ltd.
9^th Floor, 555 Burrard Street
Box 273, Two Bentall Centre
Vancouver, British Columbia V7X 1M8
Canada

Dear Jim:

This letter serves to formalize our agreement reached by telephone discussions to extend the option agreement ("Agreement") of December 11, 2003, and the extension ("First Extension") to August 1, 2004, dated May 28, 2004, between Vista Gold Corp. ("Vista") and Luzon Minerals Ltd. ("Luzon") for the sale of the Amayapampa Gold Project in Bolivia to Luzon. It is hereby agreed that the date for completion of those certain items specified in the Agreement to be completed by Luzon by June 1, 2004, which were extended by the First Extension to August 1, 2004, will hereby be extended to January 15, 2005. As soon as practicable following August 1, 2004, Luzon will issue Vista 200,000 common shares of Luzon (the "Shares"), said Shares to be non-refundable in the event Luzon elects not to proceed with the purchase, and to be in addition to all other amounts of shares and cash specified in the Agreement. Said Shares are to be non-restricted, with the exception of hold periods specified by Canadian securities regulations. In addition, Luzon will pay all holding costs for maintaining the Amayapampa Gold Project.

Sincerely,
/s/  MICHAEL B. RICHINGS Michael B. Richings President and CEO Vista Gold Corp.
Accepted:	/s/  JIM CURRIE	Date: July 30, 2004
	Jim Currie President Luzon Minerals Ltd.

VISTA GOLD CORP.

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

May 28, 2004

Jim Currie
President
Luzon Minerals Ltd.
9^th Floor, 555 Burrard Street
Box 273, Two Bentall Centre
Vancouver, British Columbia V7X 1M8
Canada

Dear Jim:

This letter serves to formalize our agreement reached by email correspondence between representatives of our companies on May 21 and May 24, 2004, to extend the option agreement ("Agreement") of December 11, 2003, between Vista Gold Corp. ("Vista") and Luzon Minerals Ltd. ("Luzon") for the sale of the Amayapampa Gold Project in Bolivia to Luzon. It is hereby agreed that the date for completion of those certain items specified in the agreement to be completed by Luzon by June 1, 2004, will be extended to August 1, 2004. Luzon will pay Vista U.S.$15,000 per month payable on the first day of each of the months of June and July 2004, said amounts to be non-refundable in the event Luzon elects not to proceed with the purchase, and to be credited towards the initial purchase payment of U.S.$1,000,000.

Sincerely,
/s/  MICHAEL B. RICHINGS Michael B. Richings President and CEO Vista Gold Corp.
Accepted:	/s/  JIM CURRIE	Date: May 28, 2004
	Jim Currie President Luzon Minerals Ltd.

EX-10.25

Exhibit 10.25

EMPLOYMENT AGREEMENT
GREGORY G. MARLIER

THIS AGREEMENT is entered into to be effective as of June 1, 2004 ("EFFECTIVE DATE") between Vista Gold (US) Inc., a Delaware Corporation, whose address is 7961 Shaffer Parkway, Suite 5, Littleton CO 80127 ("Employer"), and Gregory G. Marlier ("Employee").

1.

Employment.    Employer hereby employs Employee and Employee hereby accepts employment by Employer upon the terms and conditions hereinafter set forth.

2.

Term.    The term of this Agreement shall begin on the Effective Date and shall continue until terminated in accordance with the terms contained herein.

3.

Compensation.

(a)

For services rendered by Employee under this Agreement during calendar year 2004, Employer shall pay Employee salary, on an annualized basis, commencing June 1, 2004, of $110,000. Subsequent years' compensation for Employee shall be determined by Employer based upon Employee's performance, but in no event shall Employee's annualized compensation be reduced below $110,000.

(b)

In addition to the foregoing, Employee shall be entitled to receive other compensation and fringe benefits, to be paid by Employer, including four (4) weeks paid vacation per year; health, dental, life, disability and accidental death and dismemberment insurance, but that all such insurance shall be comparable to insurance provided to other employees of Employer; a 401(k) benefit plan on the same basis as made available to other United States employees of Employer; dues for professional organizations of which Employee is a member; a performance bonus in accordance with the Employer's executive incentive plan.

(c)

In addition to the Base Salary, Employee shall be entitled to request the Board of Directors (the board) of Vista Gold Corp., a Yukon Territory Corporation (VGC) to consider payment to him of an annual bonus of approximately 15%. The amount of the bonus, if any, will be paid by the Employer and will be in the absolute and unfettered discretion of the Board and Employee shall in no circumstances be entitled to claim any right or entitlement to a bonus regardless of his performance or the performance of VGC or the Employer during the Term.

(d)

The corporation herby grants to the Employee, subject to the terms and conditions set forth in the Plan and this Agreement, an irrevocable right and option (the "Option") to purchase 50,000 Common Shares of the Corporation (the "Optioned Shares") at the price of USD            per Optional Share. 50% of the Options granted will vest of the Optionee on the date of these resolutions and 50% will vest on the first anniversary of the date of these resolutions until the close of the close of business on the 31^st day of May, 2009 (the "Expiry Date").

1

4.

Duties.    Employee shall, from the effective date, assume the role of CHIEF FINANCIAL OFFICER (CFO) of VGC and Employer. As CFO of VGC and Employer, Employee shall, subject to the direction and control of the Board, devote his whole working time and attention and all of his skills to the business of VGC and of Employer and shall perform all such acts as are necessary to properly and efficiently carry out the duties reasonably expected of a CFO. During the Term, Employee shall at al times act in the best interests of VGC and Employer and shall not, without the prior consent in writing of the Board, enter into the services of or be employed in any capacity or for any purpose whatsoever by any firm, person or corporation and shall not be engaged as owner, operator, financier, advisor, manager, salesman or otherwise in any business, enterprise or undertaking other than pursuant to this Agreement. Subject to the provisions of Paragraph 6(b) below regarding "Fundamental Change".

5.

Board.    If requested by the Board, Employee shall also act as an officer of or the nominee of VGC on the board of directors of any other companies in which VGC has an interest. On termination of Employee's employment with the Employer, for any reason, Employee shall resign as a director and officer of VGC and Employer and each such other company in which Employee has been appointed by VGC as an officer or as the nominee of VGC on the board of directors and Employees agrees to sign all documents and take all steps as are necessary to effect such resignations.

6.

Termination and Severance Pay.

(a)

The phrase "just cause" as used in this Agreement shall include, but not be limited to, failure to perform Employee's duties hereunder in a manner reasonably satisfactory to the Board (it being understood that the Employee shall be provided with not less that sixty (60) days' notice and opportunity to cure any such failures before they are deemed "just cause"), death, permanent disability, breach of any fiduciary duty to VGC and Employer, or conviction in a criminal proceeding (excepting traffic violations or similar misdemeanors).

(b)

The phrase "Fundamental Change" as used in this Agreement means:

(i)

an adverse change in any of the duties, powers, rights, discretion, salary or benefits of Employee as they exist at the Effective date;

2

(ii)

a diminution of the title of Employee as it exists at the Effective Date;



(iii)

a change in the metropolitan area at which the Employee is regularly required to carry out the terms of his employment with the VGC and Employer at the Effective Date.



(c)

Employee may terminate this Agreement upon 30 days written notice to Employer prior to such date of termination.



(d)

Subject to the provisions of Paragraph 6(e) below, Employer may terminate this Agreement for just cause, as defined in Paragraph 6(a) above, immediately upon written notice to Employee (except in instances in which the cure period applies, in which event the notice may not be given until the end of the cure period), with the result that all benefits to Employee under this Agreement shall cease immediately upon Employer's issuance of that notice.



(e)

In the event that a Fundamental Change occurs in Employee's employment other than for just cause or if Employee's employment under this Agreement is terminated other than for just cause, Employee shall be entitled to:



(i)

continuation of his salary (less the usual statutory and other deductions) for three months after such Fundamental Change or termination ("Continuation Period");



(ii)

for vacation and retirement savings plan purposes, the Continuation Period will count as regular employment;



(iii)

subject to the approval of VGC's Compensation Committee and the requirements of VGC's stock option plan, for the purposes of any stock options Employee holds, all options not yet vested shall be deemed vested as of the date of termination of Employee's employment, and for purposes of exercise of such options, Employee's employment shall be deemed to be terminated at the end of the Continuation Period, unless he has elected the Retirement Option, described in Paragraph 6(g) below, in which event Employee's employment terminates upon the termination date;



(iv)

Employee is eligible for the pro rata portion of the annual performance bonus, if any, to which he would have been entitled to the date of termination. This bonus amount, if any (less any statutory holdback), will be payable when awarded by Employer in the ordinary course of its business, notwithstanding the date of Employee's termination;

3

(v)

all of Employee's benefits paid by Employer, as described in Paragraph 3(b), will be continued during the Continuation Period, to the extent that Employer maintains such benefits for its other employees during the Continuation Period; provided, however, that if Employee becomes employed by another employer prior to the expiry of the Continuation Period, Employee's benefits will be discontinued by Employer upon Employee's eligibility for benefits with his new employer; and



(vi)

if long term disability coverage is available after termination, Employee may elect to continue that insurance at his expense; however, Employee acknowledges that Employer's insurer may consider that there has been a material change in Employee's employment status that could increase the amount of the premiums for same. If Employer is paying the premiums for Employee's disability coverage at the time of Employees termination, Employer shall continue to pay during the Continuation Period the amount of premiums it was paying at the time of termination, it being understood and agreed that any subsequent increased premium amount shall be at the sole cost of Employee.



(f)

In the event Employee's employment hereunder is terminated at any time prior to the termination of this Agreement by his voluntary resignation or for just cause by Employer, Employee shall be entitled to a pro rata portion of any bonus to which he otherwise would have been entitled to receive that year, but Employee shall not be entitled to any severance pay or other benefits after such resignation or termination, except such as may be payable to him pursuant to the terms of any profit sharing plan of Employer then in effect (there being no such plan in effect as of the Effective Date).



(g)

In the event of a Fundamental Change as provided in Paragraph 6(e) or a termination other than for just cause, Employee may elect the "Retirement Option", by so advising Employer in writing within thirty (30) days after the Fundamental Change occurs. If Employee so elects, he will receive his salary, vacation pay, company contribution to his retirement savings plan, and the reasonable present value of Employee's other Employer-paid benefits for the Continuation Period (less statutory holdbacks) in a lump sum retiring allowance following termination.



(h)

In the event of Employee's death after commencement but before expiry of the Continuation Period, any unpaid salary, vacation, bonus or pension amount that would have been payable under this Agreement during the remainder of the Continuation Period will be paid as a lump sum to Employee's estate, and for the purposes of all survivor benefits it will be deemed that Employee died while employed by Employer so that Employee's designed beneficiaries or Employee's estate receive such survivor benefits.

4

7.

Lawsuits.    Employee shall promptly notify the Board of any suit, proceeding or other action commenced or taken against VGC and/or Employer or of any facts or circumstances of which Employee is aware which may reasonably form the basis of any suit, proceeding or action against Employer.

8.

Board Information.    Employee shall keep the Board fully informed of all matters concerning VGC and Employer and shall provide the Board with status reports concerning VGC at such times, in such manner and containing such information as the Board may request from time to time.

9.

Compliance with Laws.    To carry out his obligations hereunder, Employee shall make reasonable efforts to familiarize himself with and shall cause VGC and Employer to comply with all relevant and applicable laws, regulations and orders and in particular, shall conduct the business of VGC in a manner so as to cause VGC to comply in all material respects with all federal, provincial, state or local environmental laws, regulations and orders of application in each jurisdiction where VGC carries on business or owns assets. Employee shall promptly notify the Board if he becomes aware that VGC or any of its subsidiaries has violated any law.

10.

Disclosure of information.    By acceptance of this Agreement, Employee expressly acknowledges that he has received or will receive certain confidential information pertaining to the operations and business affairs of VGC and, as the same may exist from time to time, such information is a valuable, special and unique asset of the VGC's business Employee agrees that he shall not, during his employment under this Agreement or at any time thereafter, disclose any such information to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever without the prior written consent of VGC. Employee also hereby agrees that immediately upon any termination of this Agreement, for any reason whatsoever, Employee shall return to VGC all copies of any such information (in whatever form) then in Employee's possession.

11.

Assignment.    This Agreement and rights and obligations of the parties hereto may be assigned by VGC and shall bind and inure to the benefits of the assigns, successor or successors of VGC and, insofar as payments are to be made to Employee after his death, shall inure to the benefit of the assigns, heirs, estate or legal representative of Employee. This Agreement is personal to Employee and may not be assigned by Employee.

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12.

Entire Agreement; Modifications.    This document contains the entire agreement of the parties with respect to the subject matter hereof, and it may only be changed, modified, supplemented or amended by an agreement in writing signed by the party to be bound thereby.

13.

Governing Law.    This Agreement shall be interpreted and governed in accordance with the laws of the State of Colorado.

14.

Severability.    If any part of this Agreement is for any reason declared to be illegal, invalid, unconstitutional, void or unenforceable, all other provisions hereof not so held shall be and remain in full force and effect, and the intention of the parties as expressed in the stricken provision(s) shall be given effect to the extent possible.

15.

Dollar References.    All references to "dollars" and "$" shall mean United States Dollars.

16.

Review by Employee's Counsel.    Employee acknowledges that this Agreement has been reviewed on his behalf by a Colorado attorney. Employer agrees to reimburse Employee for reasonable attorney's fees and expenses incurred by Employee in such review.

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        IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year set forth below their signatures, effective as of the day and year first above written.

	(C/S)
The Corporate Seal of Vista Gold Corp. was hereunto Affixed in the presence of:
/s/  MICHAEL B. RICHINGS Authorized Signatory
/s/  MICHAEL B. RICHINGS Authorized Signatory
Signed, Sealed and Delivered By Gregory G. Marlier In the presence of:
	/s/  GREGORY G. MARLIER Gregory G. Marlier
/s/  HOWARD M. HARLAN Witness

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EX-10.26

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Exhibit 10.26

Option to Enter
Joint Venture Agreement
Hycroft Heap Leach Project

        This Option to Enter Joint Venture Agreement ("Agreement") is made effective as of October 2/, 2004 (the "Effective Date"), by and between Vista Gold Corp., a corporation amalgamated under the laws of the Yukon Territory ("Vista"), Hycroft Resources & Development, Inc., a Nevada corporation ("Hycroft"), and Hycroft Lewis Mine, Inc., a Nevada corporation ("Hycroft Lewis") (collectively "Owner"), and Pintail (Nevada) Gold Technology LLC, a Nevada limited liability company ("PSI").

Recitals

        A.    Hycroft and Hycroft Lewis lease and own certain patented and unpatented mining claims which are located in Humboldt and Pershing Counties, Nevada, and which are more particularly described in Exhibit A attached to and by this reference incorporated in this Agreement.

        B.    Owner and PSI are parties to the letter of intent dated June 15, 2004, and desire to formalize the agreement represented by the letter of intent. The letter of intent is superseded by this Agreement.

        Now, therefore, in consideration of their covenants and promises in this Agreement, Owner and PSI agree:

4.     Definitions.    The following defined terms, wherever used in this Agreement, shall have the meanings described below:

        1.1    "Expenditures" means all costs incurred on or for the benefit of the Property for Development Work pursuant to this Agreement, including but not limited to: (a) salaries, wages and costs of benefits, labor overhead expenses and travel and living expenses for PSI's employees employed directly on or for the benefit of the Property; (b) costs and expenses of equipment, machinery, materials and supplies; (c) all payments to contractors for work on or for the benefit of the Property; (d) costs of sampling, assays, metallurgical testing and analyses and other costs incurred to determine the quantity, quality and metallurgy of minerals on the Property; and (e) costs incurred to apply for and obtain approvals, consents, licenses, permits and rights-of-way and other similar rights in connection with activities on the Property.

        1.2    "Development Work" means all activities directed toward sampling, assays, metallurgical testing and analyses and other costs incurred to determine the quantity, quality, metallurgy and recoverability of minerals on the Property.

        1.3    "Hycroft" means Hycroft Resources & Development, Inc., a Nevada corporation, and its successors and assigns.

        1.4    "Hycroft Lewis" means Hycroft Lewis Mine, Inc., a Nevada corporation, and its successors and assigns.

        1.5    "Joint Venture" means the joint venture which maybe formed pursuant to Section 7.

        1.6    "Owner" means collectively Hycroft, Hycroft Lewis and Vista, and their successors and assigns.

        1.7    "Property" means: (a) the heap leach pads known as the Hycroft Mine heap leach pads 1, 2, 3 and 4; (b) the spent and treated ore on the Hycroft heap leach pads; and, (c) the precious metals contained in the heap leach pads and in the spent and treated ore on the Hycroft heap leach pads.

        1.8    "PSI" means Pintail (Nevada) Gold Technology LLC, a Nevada limited liability company, and its successors and assigns.

        1.9    "Underlying Agreements" means collectively the agreements, conveyances and instruments of mining claims, mineral rights and interests described in Exhibit A.

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        1.10    "Vista" means Vista Gold Corp., a corporation amalgamated under the laws of the Yukon Territory, and its successors and assigns.

2.     Owners Representations and Warranties.    Owner makes the following covenants, representations and warranties all of which shall survive termination of this Agreement or

        PSI's exercise of its option to enter Mining Venture Agreement in accordance with Section 7:

        2.1    Owner represents that Hycroft and Hycroft Lewis are in possession of their respective portions of the Property.

        2.2    With respect to the unpatented mining claims included in the Property which were located by Hycroft and Hycroft Lewis, except as provided in Exhibit A and subject to the paramount title of the United States, Hycroft and Hycroft Lewis represent as follows: (a) the unpatented mining claims were properly laid out and monumented; (b) Iocation notices and certificates were properly recorded and filed with appropriate governmental agencies; (c) if required to have been performed under applicable law, the work believed in good faith by Hycroft and Hycroft Lewis to comply with the annual assessment work requirements under the 1872 Mining Law has been performed; (d) all affidavits of assessment work and other filings required to maintain the claims in good standing have been properly and timely recorded or filed with appropriate governmental agencies; (e) the claims are free and clear of defects, liens and encumbrances arising by, through or under Hycroft and Hycroft Lewis, except for the Underlying Agreements described in Exhibit A; (f) the Federal annual mining claim maintenance and rental fees necessary to assure the uninterrupted and continued validity of unpatented mining claims until September 1, 2005, have been paid timely to the Bureau of Land Management; and (g) all assessment work, fees and filings required by the laws of the State of Nevada have been timely and properly paid or made to hold the unpatented mining claims through September 1, 2005. Nothing in this Section 2.2, however, shall be deemed to be a representation or a warranty that any of the unpatented mining claims contains a discovery of minerals. With respect to those unpatented mining claims that were not located by Hycroft and Hycroft Lewis, but which are described in Exhibit A and which included within the Property, Hycroft and Hycroft Lewis make the representations and warranties in (a) and (c) (with the foregoing exceptions) to the best of their knowledge and belief.

        2.3    With respect to the patented mining claims included in the Property whichare owned by Hycroft, except as provided in Exhibit A, Hycroft represents that the patented mining claims are free and clear of defects, liens and encumbrances arising by, through or under Hycroft, except for the Underlying Agreements described in Exhibit A.

        2.4    Except as described in Exhibit A, Owner represents that with respect to the Property there are no pending or, to its knowledge, threatened actions, administrative investigations, suits, claims or proceedings.

        2.5    Owner has made available for inspection by PSI the geologic, engineering, metallurgical and other data in Owner's possession pertaining to the Property. Owner makes no representation concerning the accuracy of any such information or with respect to the nature, quality, extent or any other characteristic of the mineral resources, if any, located on the Property.

        2.6    Owner represents and warrants that each of Vista, Hycroft and Hycroft Lewis is a corporation duly incorporated and in good standing in its jurisdiction of incorporation and that it is qualified to do business and is in good standing in the states where necessary in order to carry out the purposes of this Agreement.

        2.7    Owner represents and warrants: (a) it has the capacity to enter into and to perform this Agreement and all corporate and other actions required to authorize Owner to enter into and perform this Agreement have been properly taken; (b) that Owner will not breach any other agreement or arrangement by entering into or performing this Agreement; and (c) that Owner has properly executed this Agreement and that this Agreement is Owner's valid and binding legal obligation enforceable in accordance with its terms. PSI acknowledges that Section 5 of the Mining Lease between F.W. Lewis, Inc. and Hycroft Lewis provides that the Mining Lease may not be assigned nor may any part of the Lewis Mine property be sublet without the prior written consent of F.W. Lewis, Inc., except to another subsidiary of Hycroft Lewis, and, although the license granted to PSI under this Agreement is not an assignment of the Mining Lease nor a sublease of the Lewis Mine property, Owner

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makes no representation or warranty concerning any assertion or claim by F.W. Lewis, Inc. against Hycroft Lewis which may arise or result from the parties' execution of this Agreement.

3.     PSI's Representations and Warranties.

        3.1    PSI represents and warrants that it is a corporation duly incorporated and in good standing in its jurisdiction of incorporation and that it is qualified to do business and is in good standing in the states where necessary in order to carry out the purposes of this Agreement.

        3.2    PSI represents and warrants: (a) it has the capacity to enter into and to perform this Agreement and all corporate and other actions required to authorize PSI to enter into and perform this Agreement have been properly taken; (b) that PSI will not breach any other agreement or arrangement by entering into or performing this Agreement; and (c) that PSI has properly executed this Agreement and that this Agreement is PSI's valid and binding legal obligation enforceable in accordance with its terms.

        3.3    PSI acknowledges that it has examined the data and information provided to it by NDT and has made an independent determination of such data to support its decision to enter this Agreement.

4.     Grant of License.    Hycroft and Hycroft Lewis give and grant to PST during the term of this Agreement a nonexclusive, limited license to enter on the Property for the following purposes: (a) to examine, inspect and take samples from the Property; (b) to use facilities of Hycroft and Hycroft Lewis on the Property to conduct tests to isolate bacteria from ore, process solution samples, culture and augment bacteria for testing, perform bench-scale and pilot-scale tests on ore for enhanced gold recovery; and (c) for general and project-specific microbial testing. This license is not, and should not be construed to be, the grant of an ownership, leasehold or subleasehold interest in any of the patented and unpatented mining claims which Hycroft and Hycroft Lewis control, lease or own. All proposed and ongoing operations by PSI on the Property shall be subject to prior review and approval by Owner and shall be modified at Owner's request for the purpose of ensuring that PSI's proposed or ongoing operations do not interfere with the existing, proposed or prospective operations of Hycroft and Hycroft Lewis or impose upon Hycroft and Hycroft Lewis any risk of environmental or reclamation liability. PSI shall conduct operations on the Property only pursuant to written plans of operation which have been approved by Owner and all regulatory agencies and authorities having jurisdiction of the Property and PSI's proposed operations on the Property. If Owner, in its discretion reasonably exercised, determines that PSI's proposed or ongoing operations are incompatible with or interfere with the operations of Hycroft and Hycroft Lewis on the Property, Owner shall notify PSI and request that PSI modify its operations, and, if suchmodification does not remediate the incompatibility with or interference with the operations of Hycroft and Hycroft Lewis, Owner shall have the right to terminate this Agreement. In testing the spent and treated ore on the Hycroft heap pads, PSI will not drill, trench or otherwise attempt to take samples of materials within thirty (30) feet of the base of any heap leach pad and PSI shall conduct all of its sampling and trenching in a manner which assures that the heap leach pad, liner and solution processing equipment and facility are not damaged or modified in any respect.

5.     Term.    The tern of this Agreement shall begin on the Effective Date and shall continue to and until the first anniversary of the Effective Date, unless sooner accelerated, terminated or extended as provided in this Agreement. Owner, in its sole and exclusive discretion, may extend the term of this Agreement for an additional year.

6.     PSI's Initial Feasibility Study and Testing Obligations.    Subject to PSI's right (a) to accelerate performance of its obligations under this Section 6; and (b) to terminate this Agreement as provided in Section 13, PSI agrees to expend not less than $500,000 in Expenditures and to conduct a feasibility test program which is intended to demonstrate the economic feasibility andviability of PSI's technology to produce precious metals from the spent and treated ore on the Hycroft heap leach pads. For purposes of this Agreement, PSI's technology as applied to the Property shall be deemed economically feasible and viable if the projected capital and operating costs for the recovery of precious metals from the

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materials on the Hycroft heap leach pads will not exceed fifty percent (50%) of the price per troy ounce of gold used by Owner's independent accountants in their deteinaination of Owner's gold reserves at the time the feasibility study iscompleted. PSI shall incur Expenditures of not less than $500,000 in the performance of its feasibility and testing operations.

        The technology which PSI develops during the performance of its feasibility testing shall be PSI's property, provided, however, PSI will grant to Vista, Hycroft, Hycroft Lewis or the Joint Venture, as applicable, as a cost-free license for the use of the technology, including any enhancements of the technology, for use at the Property and the recovery of minerals from the Property.

        All activities and operations conducted by PSI under this Agreement shall conform in all respects to the laws, regulations and ordinances of the United States, the State of Nevada and Humboldt and Pershing Counties, Nevada.

        Owner shall have the right to examine and make copies of all data, including interpretative data, regarding PSI's activities and operations on the Property and the results of PSI's feasibility testing. Owner shall conduct its examinations and copying during reasonable business hours and upon reasonable prior notice to PSI. Within thirty (30) days following termination of this Agreement, except on PSI's exercise of the option granted under Section 7, PSI shall deliver to Owner copies of all data which before termination PSI has not furnished to Owner.

        PSI will coordinate all activities and operations on the Property with Owner's designated representative. Effective on the Effective Date, Owner designates Rod Williams as Owner's designator representative.

7.     PSI's Option to Enter Mining Joint Venture.    In consideration of PSI's performance of its initial Development Work Expenditure obligations, Hycroft and Hycroft Lewis grant to PSI, and PSI shall have, the option and right, exercisable in PSl's sole and exclusive discretion, to earn and vest an undivided fifty percent (50%) interest in the Property and to form a joint venture (the "Joint Venture") for the management and ownership of the Property. When PSI has completed its initial Development Work obligations, PSI shall be deemed to have exercised its right to enter into the Joint Venture with Hycroft and Hycroft Lewis on the Property, unless PSI informs Owner that PSI has elected to not exercise its option and right to enter into the Joint Venture. PSI shall deliver notice to Owner of PST's completion of its Development Work Expenditure obligations within thirty (30) days after such completion. At any time during the term of this Agreement, PSI shall have the right to accelerate performance of its Development Work obligations.

        On PSI's performance of its Development Work Expenditure obligations, Hycroft and Hycroft Lewis and PSI will execute and deliver to each other a definitive mining venture agreement based on the Rocky Mountain Mineral Law Foundation Exploration, Development and Mining LLC Model Form. 5A LLC in the form of the Hycroft Heap Leach Project Operating Agreement ("Operating Agreement") marked as Exhibit B attached to this Agreement, which shall incorporate the following terms and conditions:

        7.1    The initial participating interest Hycroft and Hycroft Lewis shall be fifty percent (50%) and PS1's initial participating interest shall be fifty percent (50%).

        7.2    PSI's Initial Contribution shall be valued at Five Hundred Thousand Dollars ($500,000). The Initial Contribution Hycroft and Hycroft Lewis shall be valued at Five Hundred Thousand Dollars ($500,000).

        7.3    After PSI has completed its Initial Contribution, the parties shall contribute to future Development Work Expenditures ("Project Costs") in accordance with their respective participating interests as prescribed in the Operating Agreement.

        7.4    If at any time a party's participating interest is diluted to a level below ten percent (10%), such diluted party shall be deemed to have withdrawn from the Joint Venture and the diluted party's participating interest shall be deemed to have accrued automatically to the non-diluted party in the manner prescribed in the Operating Agreement. The Joint Venture will grant to the diluted party a five percent (5%) net profits royalty.

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        7.5    PSI shall be the initial manager of the Joint Venture and shall have control of the activities and operations of the Joint Venture.

        7.6    A Management Committee shall be established and each party shall have one (1) representative on the Management Committee. The Management Committee shall meet periodically, and not less than two (2) times annually. Each party shall entitled to vote on matters before the Management Committee in the proportion of its participating interest. Matters submitted to the Management Committee shall be determined by a vote of the majority of the participating interests. If a matter is not approved by a vote of majority of the participating interests, Owner shall have the deciding vote concerning such matter.

        7.7    Each party to the Joint Venture agreement shall have the right to assign its interest in the Joint Venture to any parent or subsidiary corporation or limited liability company, or any corporation or limited liability company having a common parent. Hycroft and Hycroft Lewis may freely assign their interest to a company within the Vista group of companies, including Hycroft and Hycroft Lewis. If a party intends to assign its interest in the Joint Venture to anunaffiliated third party, such party's right to assign all or any portion of its participating interest to the third party shall be subject to a right of first refusal in favor of the other parties to the Joint Venture agreement. Any assignment to a third party shall be conditioned upon the third party's assumption of the obligations of the assigning party under the Joint Venture agreement. Each party shall be free to pledge, encumber or otherwise grant a lien or security interest in its interest in the Joint Venture for the purpose of obtaining financing for such party's contribution obligations for the development of the Joint Venture's Property.

8.     Title.    On PST's request, Owner will make available to PSI such abstracts of title and other title records pertaining to the Property which Owner may have.

9.     Maintenance of Property.    Hycroft and Hycroft Lewis will maintain the Property including payment of the Federal annual mining claim maintenance fees for the unpatented mining claims which comprise the Property. If the parties form the Joint Venture, Hycroft and Hycroft Lewis shall continue to maintain the Property in accordance with this Section, however, the Joint Venture shall reimburse Hycroft and Hycroft Lewis for the costs of maintenance of the Property, including payment of the Federal annual mining claim maintenance fee for the unpatented mining claims which comprise the Property, a proportionate share of the payments which Hycroft and Hycroft Lewis are obligated to pay under the Underlying Agreements for the patented mining claims which comprise the Property, and any other costs which Hycroft and Hycroft Lewis reasonably incur to hold or maintain the Property.

10.   Communications With Owner and Inspection.    PSI and Owner shall meet at regular intervals as requested by Owner (not less frequently than annually) in order for PSI to report to Owner on the status and progress of the Development Work and PSI's plans for future operations on the Property. PSI shall quarterly provide Owner with copies of all exploration plans and progress reports concerning Development Work and engineering or other studies and reports developed by PSI or its agents and consultants concerning the Property, provided, however, that PSI shall have no obligation to deliver to Owner PSI's confidential or proprietary business, financial or investment plans or reports not directly relating to the Development Work. PSI shall communicate to Owner any extraordinary results obtained from operations upon receipt of the results and shall prepare and deliver to Owner reports on operations that have been conducted, but that have not previously been reported upon promptly after being requested to do so by Owner.

11.   Payment of Taxes.    PSI shall pay all taxes assessed against any personal property which it may place on the Property. PSI may take such action as it deems proper to obtain a reduction or refund of taxes paid or payable by it. Except as otherwise provided in this Agreement, Hycroft and Hycroft Lewis shall pay all other taxes assessed against the Property, including all taxes assessed or payable at the time of the execution of this Agreement.

12.   Indemnification and Prevention of Liens.    PSI will defend, indemnify and save harmless Owner from and against all damage, loss or liability by reason of injury to person or damage to property which result from PSI's activities on or possession of the Property. PSI's obligations under this Section shall survive termination of this Agreement and PSI's exercise of its option to enter the Mining Venture Agreement

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in accordance with Section 7. PSI agrees that it will not cause or allow any liens, encumbrances or adverse claims to accrue against the Property, except such as may have been expressly subordinated to this Agreement; and in the event any lien or encumbrance accrues against the Property by any act or neglect of PSI, then Owner, at Owner's option, may pay and discharge the same, and if Owner elects so to do, PSI shall be indebted to Owner for the amount of such payments. PSI may contest the validity of any lien on the Property, and the existence of any such lien shall not be deemed a default under this Agreement unless finally adjudicated to be valid and not discharged by PSI.

        Hycroft and Hycroft Lewis (collectively the "Hycroft Companies") will defend, indemnify and save harmless PSI from and against all damage, loss or liability by reason of injury toperson or damage to property which result from the Hycroft Companies' activities on or possession of the Property. The Hycroft Companies' obligations under this Section shall survive termination of this Agreement and PSI's exercise of its option to enter the Mining Venture Agreement in accordance with Section 7. The Hycroft Companies agree that they will not cause or allow any liens, encumbrances or adverse claims to accrue against the Property, except such as may have been expressly subordinated to this Agreement; and if any lien or encumbrance accrues against the Property by any act or neglect of the Hycroft Companies, then PSI, at PSI's option, may pay and discharge the same, and if PSI elects so to do, the Hycroft Companies shall be indebted to PSI for the amount of such payments. The Hycroft Companies may contest the validity of any lien on the Property, and the existence of any such lien shall not be deemed a default under this Agreement unless finally adjudicated to be valid and not discharged by the Hycroft Companies.

13.   Surrender of Property and Termination by PSI.    PSI may terminate this Agreement at any time. Termination of this Agreement shall be effective on PSI's delivery of notice to Owner, unless PSI's termination notice recites a later date. If PSI terminates this Agreement, except by its election to enter the Joint Venture as provided in Section 7, PSI shall perform the following obligations:

        13.1    PSI shall make all payments and take all other actions necessary to ensure that at the date of such termination and without any action by Owner the Property and the Underlying Agreements shall be in good standing on the date of termination.

        13.2    PSI shall deliver to Owner copies of any and all title, geological, metallurgical, exploration, assay and engineering reports and data pertaining to the Property or related to operations, and splits of mineral samples and drill cores, which have not been previously deliveredto Owner.

        13.3    PSI shall, at PST's sole expense, perform or secure the performance of all reclamation and remediation relating to PSI's operations on the Property during the term of this Agreement, as may be required by all applicable laws and regulations.

        13.4    On PS1's receipt of Owner's request, PSI shall remove all of its materials, supplies and equipment from the Property; provided, however, that Owner may retain or, at PSI's cost, dispose of any such materials, supplies or equipment not removed from the Property within thirty (30) days of PSI's receipt of Owner's request.

        13.5    PSI shall perform all obligations ofPSI which expressly survive the termination of this Agreement.

14.   Termination by Owner.    If PSI defaults in any of its obligations, Owner may give PSI written notice and specify the default or defaults. If within thirty (30) days PSI has not cured such default or, with respect to defaults not capable of being cured in thirty (30) days, begun and diligently pursued efforts to cure such default, Owner may tenninate this Agreement by written notice to PSI. If PSI disputes that any default has occurred, the matter shall be determined by litigation in a court of competent jurisdiction, and if the court finds PSI is in default, PSI shall have a reasonable time (which in any case shall not be less than thirty (30) days from receipt of notice of the judgment or order) to cure such default, and if so cured, Owner shall have no right to terminate this Agreement by reason of such default. If PSI has not completed its feasibility testing and feasibility study on or before the first anniversary of the Effective Date, or on or before the second anniversary of the Effective Date if Owner extends the term of this

6

Agreement, Owner shall have the absolute and unconditional right to terminate this Agreement by delivering written notice to PSI.

15.   Effect of Termination.    Except as otherwise provided in this Agreement, in case of termination of this Agreement under its terms or for any cause other than as a consequence of PSI and Owner's execution of the Mining Venture Agreement, PSI shall have no further liability or obligation, except for those which have accrued at the date of termination, those specified in Section 12 concerning indemnification and those specified in Section 13 concerning PSI's surrender rights and obligations.

16.   Change in Ownership of Property.    Changes in the ownership of the Property occurring after execution of this Agreement shall not be binding upon PSI until it receives written notice of such change, together with a copy of the recorded document which reflects such change. No change or division in the ownership of the Property shall operate to enlarge the obligations or diminish the rights of PSI under this Agreement.

17.   Notice.    Any notices required or authorized to be given by this Agreement shall be in written fonn. Any notices required or authorized to be given by this Agreement maybe sent by registered or certified delivery, postage prepaid and return receipt requested, addressed to the proper party at the following address or such address as the party shall have designated to the other parties in accordance with this Section. Any notice required or authorized to be delivered by this Agreement shall be deemed to have been sufficiently delivered or served in written form if: (a) mailed in accordance with this Section; (b) personally delivered to the proper party; or (c) delivered by telex, telegraph, facsimile or other electronic transmission and actually received by such party. Delivery of notice shall be effective on the first business day after the party deposits the notice for mailing or delivers the notice by the other means authorized in this Section, as applicable.

If to Owner:	Vista Gold Corp. 7961 Shaffer Parkway, Suite 5 Littleton, CO 80127
If to PSI:	Pintail (Nevada) Gold Technology LLC 301 Mica Road Golden, CO 80403

18.   Memorandum of Agreement.    Concurrently on execution of this Agreement, Owner and PSI will execute a memorandum of agreement, in a form reasonably acceptable to both parties, covering the Property for purposes of recording.

19.   Assignment.    Subject to the provisions of Section 7.7, PSI may not assign its rights nor delegate its obligations under this Agreement without Owner's prior written consent. Any attempted assignment by PSI in violation of the foregoing sentence will be void and ineffective. Owner may assign its rights under this Agreement.

20.   Currency.    In this Agreement, dollar amounts are expressed in lawful currency of the United States of America.

21.   Relationship of the Parties.

        21.1    Nothing contained in this Agreement shall be deemed to constitute either party the partner of the other, nor, except as otherwise expressly provided, to constitute either party the agent or legal representative of the other, nor to create any fiduciary relationship between them. It is not the intention of the parties to create, nor shall this Agreement be construed to create, any mining, commercial or other partnership. Neither party shall have any authority to act for or to assume any obligation or responsibility on behalf of the other party, except as otherwise expressly provided. It is the express purpose and intention of the parties that their ownership of the Property and the rights acquired shall be as tenants in common.

        21.2    Without changing the effect of this Section, for U.S. tax purposes, the parties' relationship under this Agreement shall not constitute a tax partnership within the meaning of Section 761(a) of the United States Internal Revenue Code of 1986, as amended. The parties' relationship under the Joint Venture Agreement shall

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constitute a tax partnership within the meaning of Section 761(a) of the United States Internal Revenue Code of 1986, as amended. The parties will execute and deliver such forms and instruments as are required under applicable law to effect PSI's election.

        21.3    The parties agree that, to the extent permissible under applicable law, their relationship shall be treated for state income tax purposes in the same manner as it is for federal income tax purposes.

22.   Confidentiality.    The existence and terms of this Agreement and all information obtained in connection with the performance of this Agreement shall be the exclusive property of the parties and shall not be disclosed by a party to any third party or to the public without the prior written consent of the other party. If a party is required under applicable laws or regulations or the rules of any stock exchange or stock listing association to disclose the existence of this Agreement or any information obtained in connection with the performance of this Agreement, such party shall notify the other party of the disclosure.

23.   Governing Law and Dispute Resolution.    This Agreement, and the performance of the parties, shall be governed by the laws of the State ofNevada. If a dispute arises from this Agreement or the performance or breach of this Agreement, the parties agree to use the following procedures:

23.1 Mediation.    A meeting shall be held promptly between the parties, attended by individuals with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. If the parties do not meet within ten (10) days following a party's delivery of notice of the dispute or if following the parties' timely meeting the dispute is not resolved, the parties agree to submit the dispute to mediation in accordance with the Commercial Mediation Rules of the American Arbitration Association, The parties will jointly appoint a mutually acceptable mediator and, if the parties are unable to agree upon an appointment within ten (10) days from the conclusion of the negotiations, to seek the assistance of the American Arbitration Association for the appointment of a mediator. The parties agree to confer with the mediator within twenty (20) days following the mediator's appointment. If the parties are not successful in resolving the dispute through mediation, the dispute shall be settled by arbitration in accordance with this Section. Either party may initiate the arbitration procedure by delivering a demand for arbitration to the other party.

23.2 Arbitration.    All disputes arising from or relating from this Agreement, including any dispute concerning the enforcement or construction of this Agreement, shall be decided and determined by arbitration in accordance with Chapter 38 of the Nevada Revised Statutes and, as applicable, the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be arbitrated by the parties as follows:

                23.2.1    Arbitration will be administered by and conducted before a single arbitrator. The arbitrator shall be an independent attorney licensed to practice law or mining engineer who is recognized as having experience and knowledge of mining contract law and mining industry customs and practices. No person having a prior or existing attorney-client, business or family relationship with either of the parties or their principal representatives shall be qualified to act as arbitrator in accordance with this Agreement absent the express prior written consent of all parties to this Agreement. The parties shall negotiate the selection of the single arbitrator, however, if the parties are unable to select an arbitrator willing to arbitrate the disputed issues within ten (10) days after delivery by either party of notice of demand for arbitration, each party shall prepare a list of two (2) individuals acceptable as an arbitrator to such party. The lists of acceptable arbitrators shall be submitted to Executive Director of the Rocky Mountain Mineral Law Foundation who will select the arbitrator by drawing of lots or some other method of random selection.

                23.2.2    The arbitration shall be held in Reno, Nevada.

                23.2.3    Each party shall pay one-half (112) of the arbitrator's costs, expenses and fees for services.

                23.2.4    The Arbitrator's decision shall be rendered within fifteen (15) days following the last date of hearings before the Arbitrator. The Arbitrator's award shall be subject to confirmation in the Second Judicial District Court in accordance with Chapter 38 of the Nevada Revised Statutes. The Arbitrator's award shall be drafted in a manner such that it shall constitute an amendment ofthis Agreement and shall provide instructions to the parties for perfoiinance of this Agreement as amended. Each party shall have thirty (30) days after receipt of the Arbitrator's award to commence performance of its obligations under the award. The parties acknowledge

8

that the Arbitrator's authority and power to enter an award or to fashion remedies relating to the parties' contractual agreements shall be limited to traditional contractual remedies contemplated under this Agreement.

                23.2.5    The Nevada Revised Statutes governing evidence and witnesses shall apply to the arbitration. Either party may invoke the exclusionary rule during any arbitration bearing.

                23.2.6    The parties shall be allowed to conduct discovery in accordance with the Nevada Rules of Civil Procedure, except that: (a) no more than forty (40) written requests for admissions maybe submitted by a party; (b) no more than forty (40) written interrogatories (and each substantive subpart of each interrogatory shall constitute an additional interrogatory) may be submitted by each party; (c) no more than four (4) witness depositions may be taken, except expert witnesses; (d) each party may depose all expert witnesses identified by the other party; (e) on or before thirty (30) days after selection of the Arbitrator, each party shall deliver to the other party a written list of the names, addresses and telephone numbers of each witness having any knowledge relating to the arbitrable issues and each expert witness the party intends to call as a witness during the arbitration hearing; (f) not less than forty five (45) days before the first hearing date, each party shall deliver to the other copies of each and every document which such party intends to introduce as evidence during the arbitration hearing; and (g) testimony of any witness not timely identified and disclosed by a party and any document not timely produced by a party on objection of the other party shall not be admissible during the arbitration, except on a clear showing of a reasonable basis or explanation for the failure to identify the witness or produce the document, as the case may be, and then only on the condition that the opposing party shall have ample opportunity to conduct additional discovery concerning the testimony of the identified witness or the document not previously produced.

                23.2.7    On or before thirty (30) days before the first hearing date, counsel for each party shall meet and deliver to counsel for the other party: (a) such party's prehearing statement which shall be in substantially the same form as a pretrial order as prescribed in Rule 190 of the United States District Court Local Rules; and (b) proposed findings of fact, conclusions of law and award of arbitrator.

                23.2.8    The parties shall file post-hearing briefs if requested to do so by the Arbitrator.

9

        Executed effective the Effective Date.

Vista Gold Corp.
By	/s/  MICHAEL B. RICHINGS Michael B. Richings, President
Hycroft Resources & Development, Inc.
By	/s/  MICHAEL B. RICHINGS Michael B. Richings, President
Hycroft Lewis Mine Inc.
By	/s/  MICHAEL B. RICHINGS Michael B. Richings, President
Pintail (Nevada) Gold Technology LLC
By	/s/  LESLIE THOMPSON Leslie Thompson, President

10

Exhibit A

Option to Enter Joint Venture Agreement
Description of Property Humboldt and Pershing Counties, Nevada

A.

Patented and Unpatented Mining Claims.

See attached list and map.

B.

Underlying Agreements. The foregoing mining claims are subject to one or more of the following instruments.

1.

Mining Lease between F.W. Lewis, Inc. and Hycrofi Lewis Mine, Inc. dated January 1, 1983, as amended.

2.

Deed of Patented Mining Claims With Reservation of Net proceeds Royalty and sulphur Minerals Rights dated January 1, 1996.

3.

Deed of unpatented Mining Claims With Reservation of Net proceeds Royalty and sulphur Minerals Rights dated January 1, 1996.

11

Schedule A Hycroft Claims

Claim Name	NMC Number	Owner	County
AIRSTRIP # 1	88292	Crofoot	Humboldt
AIRSTRIP # 2	88293	Crofoot	Humboldt
AIRSTRIP # 3	88294	Crofoot	Humboldt
AIRSTRIP # 4	88295	Crofoot	Humboldt
AIRSTRIP # 5	88296	Crofoot	Humboldt
AIRSTRIP FRAC	88297	Crofoot	Humboldt
CKC # 1	88348	Crofoot	Humboldt
CKC # 2	88349	Crofoot	Humboldt
CKC # 3	88350	Crofoot	Humboldt
CKC # 4	88351	Crofoot	Humboldt
CKC # 5	88352	Crofoot	Humboldt
CKC # 6	88353	Crofoot	Humboldt
CKC # 7	88354	Crofoot	Humboldt
CKC # 8	88355	Crofoot	Pershing
CKC # 9	88356	Crofoot	Pershing
TRIPLE L # 1	127534	Lewis	Humboldt
TRIPLE L # 2	127535	Lewis	Humboldt
TRIPLE L # 3	127536	Lewis	Humboldt
TRIPLE L # 4	127537	Lewis	Humboldt
TRIPLE L # 5	127538	Lewis	Humboldt
RFG # 104	141664	Crofoot	Humboldt
RFG # 105	141665	Crofoot	Humboldt
RFG # 106	141666	Crofoot	Humboldt
RFG # 107	141667	Crofoot	Pershing
RFG # 108	141668	Crofoot	Humboldt
RFG # 109	141669	Crofoot	Pershing
RFG # 110	141670	Crofoot	Humboldt
RFG # 111	141671	Crofoot	Pershing
REG # 112	141672	Crofoot	Humboldt
RFG # 113	141673	Crofoot	Pershing
RFG # 114	141674	Crofoot	Pershing
RFG # 115	141675	Crofoot	Pershing
RFG # 116	141676	Crofoot	Pershing
RFG 117	141677	Crofoot	Pershing
RFG # 118	141678	Crofoot	Pershing
RFG # 119	141679	Crofoot	Pershing
RFG # 120	141680	Lewis	Pershing
RFG # 121	141681	Lewis	Pershing
RFG # 122	141682	Lewis	Pershing
RFG # 123	141683	Lewis	Pershing
RFG # 124	141684	Lewis	Pershing
RFG # 125	141685	Lewis	Pershing
RFG # 127	141686	Lewis	Pershing
RFG # 129	141687	Lewis	Pershing
RFG # 131	141688	Lewis	Pershing
RFG # 132	141689	Lewis	Pershing
RFG # 133	141690	Lewis	Pershing
RFG # 134	141691	Lewis	Pershing
RFG # 135	141692	Lewis	Pershing

1

Claim Name	NMC Number	Owner	County
RFG # 136	141693	Crofoot	Humboldt
RFG # 137	141694	Lewis	Pershing
RFG # 138	141695	Crofoot	Humboldt
RFG # 139	141696	Lewis	Pershing
RFG # 140	141697	Crofoot	Humboldt
RFG # 141	141698	Lewis	Pershing
RFG # 142	141699	Crofoot	Pershing
RFG # 143	141700	Lewis	Pershing
RFG # 144	141701	Crofoot	Pershing
RFG # 145	141702	Lewis	Pershing
RFG # 146	141703	Crofoot	Pershing
RFG # 147	141704	Lewis	Pershing
RFG # 148	141705	Lewis	Pershing
RFG # 149	141706	Lewis	Pershing
RFG # 150	141707	Lewis	Pershing
RFG # 151	141708	Lewis	Pershing
RFG # 152	141709	Lewis	Pershing
RFG # 153	141710	Lewis	Pershing
RFG # 154	141711	Lewis	Pershing
RFG # 155	141712	Lewis	Pershing
RFG # 156	141713	Lewis	Pershing
RFG # 157	141714	Lewis	Pershing
RFG # 158	141715	Lewis	Pershing
RFG # 159	141716	Lewis	Pershing
RFG # 160	141717	Lewis	Pershing
RFG # 161	141718	Lewis	Pershing
RFG # 162	141719	Lewis	Pershing
RFG # 163	141720	Lewis	Pershing
RFG # 164	141721	Lewis	Pershing
RFG # 165	141722	Lewis	Pershing
RFG # 166	141723	Lewis	Pershing
RFG # 167	141724	Lewis	Pershing
RFG # 200A	141725	Lewis	Pershing
RFG # 201A	141726	Lewis	Pershing
RFG # 202A	141727	Lewis	Pershing
RFG # 203A	141728	Lewis	Pershing
RFG # 204A	141729	Lewis	Pershing
RFG # 205A	141730	Lewis	Pershing
RFG # 206A	141731	Lewis	Pershing
RFG # 207A	141732	Lewis	Pershing
RFG # 208A	141733	Lewis	Pershing
RFG # 209A	141734	Lewis	Pershing
RFG # 210A	141735	Lewis	Pershing
RFG # 211A	141736	Lewis	Pershing
RFG # 212A	141737	Lewis	Pershing
RFG # 213A	141738	Lewis	Pershing
RFG # 214A	141739	Lewis	Pershing
RFG # 215A	141740	Lewis	Pershing
RFG # 216A	141741	Lewis	Pershing
RFG # 217A	141742	Lewis	Pershing
RFG # 218A	141743	Lewis	Pershing
RFG # 219A	141744	Lewis	Pershing
RFG # 220A	141745	Lewis	Pershing

2

Claim Name	NMC Number	Owner	County
RFG # 221A	141746	Lewis	Pershing
RFG # 222A	141747	Lewis	Pershing
RFG # 223A	141748	Lewis	Pershing
RFG # 224A	141749	Lewis	Pershing
RFG # 225A	141750	Lewis	Pershing
RFG # 226A	141751	Lewis	Pershing
RFG # 227A	141752	Lewis	Pershing
RFG # 228	141753	Lewis	Pershing
RFG # 228A	141754	Lewis	Pershing
RFG # 229	141755	Lewis	Pershing
RFG # 229A	141756	Lewis	Pershing
RFG # 230	141757	Lewis	Pershing
RFG # 230A	141758	Lewis	Pershing
RFG # 231	141759	Lewis	Pershing
RFG # 231A	141760	Lewis	Pershing
RFG # 232A	141761	Lewis	Pershing
RFG # 233	141762	Lewis	Pershing
RFG # 233A	141763	Lewis	Pershing
RFG # 234	141764	Lewis	Pershing
RFG # 234A	141765	Lewis	Pershing
RFG # 235	141766	Lewis	Pershing
RFG # 235A	141767	Lewis	Pershing
RFG # 236	141768	Lewis	Pershing
RFG # 236A	141769	Lewis	Pershing
RFG # 237	141770	Lewis	Pershing
RFG # 237A	141771	Lewis	Pershing
RFG # 238A	141772	Lewis	Pershing
RFG # 239A	141773	Lewis	Pershing
RFG # 240A	141774	Lewis	Pershing
RFG # 241A	141775	Lewis	Pershing
RFG # 250	141776	Lewis	Pershing
RFG # 251	141777	Lewis	Pershing
RFG # 252	141778	Lewis	Pershing
RFG # 253	141779	Lewis	Pershing
RFG # 254	141780	Lewis	Pershing
RFG # 255	141781	Lewis	Pershing
RFG # 256	141782	Crofoot	Humboldt
RFG # 257	141783	Lewis	Pershing
RFG # 259	141784	Lewis	Pershing
RFG # 261	141785	Lewis	Pershing
RFG # 263	141786	Lewis	Pershing
RFG # 1	143252	Lewis	Humboldt
RFG # 2	143253	Lewis	Humboldt
RFG # 3	143254	Lewis	Humboldt
RFG # 4	143255	Lewis	Humboldt
RFG # 5	143256	Lewis	Humboldt
RFG # 6	143257	Lewis	Humboldt
RFG # 7	143258	Lewis	Humboldt
RFG # 8	143259	Lewis	Humboldt
RFG # 9	143260	Lewis	Humboldt
RFG # 10	143261	Lewis	Humboldt
RFG # 11	143262	Lewis	Humboldt
RFG # 12	143263	Lewis	Humboldt

3

Claim Name	NMC Number	Owner	County
RFG # 13	143264	Lewis	Humboldt
RFG # 14	143265	Lewis	Humboldt
RFG #15	143266	Lewis	Humboldt
RFG # 16	143267	Lewis	Humboldt
RFG # 17	143268	Lewis	Humboldt
RFG # 18	143269	Lewis	Humboldt
RFG # 19	143270	Lewis	Humboldt
RFG # 20	143271	Lewis	Humboldt
RFG # 21	143272	Lewis	Humboldt
RFG # 22	143273	Lewis	Humboldt
RFG # 23	143274	Lewis	Humboldt
RFG # 24	143275	Lewis	Humboldt
RFG # 25	143276	Lewis	Humboldt
RFG # 26	143277	Lewis	Humboldt
RFG # 27	143278	Lewis	Humboldt
RFG # 28	143279	Lewis	Humboldt
RFG # 29	143280	Lewis	Humboldt
RFG # 30	143281	Lewis	Humboldt
RFG # 31	143282	Lewis	Humboldt
RFG # 32	143283	Lewis	Humboldt
RFG # 34	143285	Lewis	Humboldt
RFG # 36	143287	Lewis	Humboldt
RFG # 40	143291	Lewis	Humboldt
RFG # 41	143292	Lewis	Humboldt
RFG # 55	143306	Lewis	Humboldt
RFG # 56	143307	Lewis	Humboldt
RFG # 69	143320	Lewis	Humboldt
RFG # 70	143321	Lewis	Humboldt
RFG # 168	143347	Lewis	Humboldt
RFG # 169	143348	Lewis	Humboldt
RFG # 170	143349	Lewis	Humboldt
RFG # 171	143350	Lewis	Humboldt
RFG # 172	143351	Lewis	Humboldt
RFG # 173	143352	Lewis	Humboldt
RFG # 174	143353	Lewis	Humboldt
RFG # 175	143354	Lewis	Humboldt
RFG # 176	143355	Lewis	Humboldt
RFG # 177	143356	Lewis	Humboldt
RFG # 178	143357	Lewis	Humboldt
RFG # 179	143358	Lewis	Humboldt
RFG # 180	143359	Lewis	Humboldt
RFG # 181	143360	Lewis	Humboldt
RFG # 182	143361	Lewis	Humboldt
RFG # 183	143362	Lewis	Humboldt
RFG # 184	143363	Lewis	Humboldt
RFG # 185	143364	Lewis	Humboldt
RFG # 186	143365	Lewis	Humboldt
RFG # 187	143366	Lewis	Humboldt
RFG # 188	143367	Lewis	Humboldt
RFG # 189	143368	Lewis	Humboldt
RFG # 190	143369	Lewis	Humboldt
RFG # 191	143370	Lewis	Humboldt
RFG # 192	143371	Lewis	Humboldt

4

Claim Name	NMC Number	Owner	County
RFG # 193	143372	Lewis	Humboldt
RFG # 194	143373	Lewis	Humboldt
RFG # 195	143374	Lewis	Humboldt
RFG # 196	143375	Lewis	Humboldt
RFG # 197	143376	Lewis	Humboldt
RFG # 198	143377	Lewis	Humboldt
RFG # 199	143378	Lewis	Humboldt
RFG # 200	143379	Lewis	Humboldt
RFG # 201	143380	Lewis	Humboldt
RFG # 202	143381	Lewis	Humboldt
RFG # 203	143382	Lewis	Humboldt
RFG # 204	143383	Lewis	Humboldt
RFG # 205	143384	Lewis	Humboldt
RFG # 206	143385	Lewis	Humboldt
RFG # 207	143386	Lewis	Humboldt
RFG # 208	143387	Lewis	Humboldt
RFG # 209	143388	Lewis	Humboldt
RFG # 210	143389	Lewis	Humboldt
RFG # 211	143390	Lewis	Humboldt
RFG # 212	143391	Lewis	Humboldt
RFG # 213	143392	Lewis	Humboldt
RFG # 214	143393	Lewis	Humboldt
RFG # 215	143394	Lewis	Humboldt
RFG # 216	143395	Lewis	Humboldt
RFG # 217	143396	Lewis	Humboldt
RFG # 218	143397	Lewis	Humboldt
RFG # 219	143398	Lewis	Humboldt
RFG # 220	143399	Lewis	Humboldt
RFG # 221	143400	Lewis	Humboldt
RFG # 222	143401	Lewis	Humboldt
RFG # 223	143402	Lewis	Humboldt
RFG # 224	143403	Lewis	Humboldt
RFG # 225	143404	Lewis	Humboldt
RFG # 226	143405	Lewis	Humboldt
RFG # 227	143406	Lewis	Humboldt
RFG # 239	143407	Lewis	Humboldt
RFG # 240	143408	Lewis	Humboldt
RFG # 241	143409	Lewis	Humboldt
RFG # 242	143410	Lewis	Humboldt
RFG # 243	143411	Lewis	Humboldt
RFG # 244	143412	Lewis	Humboldt
RFG # 245	143413	Lewis	Humboldt
RFG # 246	143414	Lewis	Humboldt
RFG # 247	143415	Lewis	Humboldt
RFG # 248	143416	Lewis	Humboldt
RFG # 264	143417	Lewis	Humboldt
RFG # 265	143418	Lewis	Humboldt
RFG # 266	143419	Lewis	Humboldt
RFG # 267	143420	Lewis	Humboldt
RFG # 268	143421	Lewis	Humboldt
RFG # 269	143422	Lewis	Humboldt
RFG # 270	143423	Lewis	Humboldt
RFG # 271	143424	Lewis	Humboldt

5

Claim Name	NMC Number	Owner	County
RFG # 286	143425	Crofoot	Humboldt
RFG # 287	143426	Crofoot	Humboldt
RFG # 289	143428	Crofoot	Humboldt
RFG # 291	143430	Crofoot	Humboldt
RFG # 293	143432	Crofoot	Humboldt
RFG # 295	143434	Crofoot	Humboldt
RFG # 297	143436	Crofoot	Humboldt
RFG # 299	143438	Crofoot	Humboldt
RFG # 301	143440	Crofoot	Humboldt
RFG # 303	143442	Crofoot	Humboldt
RFG # 305	143444	Lewis	Humboldt
RFG # 306	143445	Lewis	Humboldt
RFG # 307	143446	Lewis	Humboldt
RFG # 328	143453	Lewis	Humboldt
RFG # 330	143455	Lewis	Humboldt
RFG # 332	143457	Lewis	Humboldt
RFG # 334	143459	Lewis	Humboldt
RFG # 336	143461	Lewis	Humboldt
RFG # 338	143463	Lewis	Humboldt
RFG # 340	143465	Lewis	Humboldt
RFG # 342	143467	Lewis	Humboldt
RFG # 358	143469	Lewis	Humboldt
RFG # 359	143470	Lewis	Humboldt
RFG # 360	143471	Lewis	Humboldt
RFG # 361	143472	Lewis	Humboldt
RFG # 362	143473	Lewis	Humboldt
RFG # 363	143474	Lewis	Humboldt
RFG # 364	143475	Lewis	Humboldt
RFG # 365	143476	Lewis	Humboldt
RFG # 366	143477	Lewis	Humboldt
RFG # 367	143478	Lewis	Humboldt
RFG # 368	143479	Lewis	Humboldt
RFG # 102	143481	Crofoot	Humboldt
RFG # 126	143482	Crofoot	Humboldt
RFG # 128	143483	Crofoot	Humboldt
RFG # 130	143484	Lewis	Humboldt
RFG # 258	143485	Crofoot	Humboldt
RFG # 260	143486	Crofoot	Humboldt
RFG # 262	143487	Lewis	Humboldt
RFG # 0BF	143488	Lewis	Humboldt
RFG # 1 FS	143489	Lewis	Humboldt
RFG # 12A	143490	Lewis	Humboldt
RFG # 13A	143491	Lewis	Humboldt
RFG # 22A	143492	Lewis	Humboldt
RFG # 29A	143493	Lewis	Humboldt
RFG # 29B	143494	Lewis	Humboldt
RFG # 30A	143495	Lewis	Humboldt
RFG # 36A	143496	Lewis	Humboldt
RFG # 36B	143497	Lewis	Humboldt
RFG # 94A	143503	Crofoot	Humboldt
RFG # 201A	143504	Lewis	Humboldt
RFG # 215B	143505	Lewis	Humboldt
RFG # 217B	143506	Lewis	Humboldt

6

Claim Name	NMC Number	Owner	County
RFG # 218A	143507	Lewis	Humboldt
RFG # 218B	143508	Lewis	Humboldt
RFG # 2198	143509	Lewis	Humboldt
RFG # 238F	143510	Lewis	Humboldt
RFG # 239A	143511	Lewis	Humboldt
RFG # 362A	143512	Lewis	Humboldt
RFG # 364	143513	Lewis	Humboldt
RFG # 366A	143514	Lewis	Humboldt
RFG # 368A	143515	Lewis	Humboldt
RFG # 241A	143596	Lewis	Humboldt
RFG # 240	143597	Lewis	Humboldt
RFG # 239	143598	Lewis	Humboldt
RFG # 400	175062	Lewis	Humboldt
RFG # 401	175063	Lewis	Humboldt
RFG # 402	175064	Lewis	Humboldt
RFG # 403	175065	Lewis	Humboldt
RFG # 404	175066	Lewis	Humboldt
RFG # 405	175067	Lewis	Humboldt
RFG # 406	175068	Lewis	Humboldt
RFG # 407	175069	Lewis	Humboldt
RFG # 408	175070	Lewis	Humboldt
RFG # 409	175071	Lewis	Humboldt
RFG # 410	175072	Lewis	Humboldt
RFG # 411	175073	Lewis	Humboldt
RFG # 412	175074	Lewis	Humboldt
RFG # 413	175075	Lewis	Humboldt
RFG # 414	175076	Lewis	Humboldt
RFG # 415	175077	Lewis	Humboldt
RFG # 416	175078	Lewis	Humboldt
RFG # 417	175079	Lewis	Humboldt
RFG # 418	175080	Lewis	Humboldt
RFG # 419	175081	Lewis	Humboldt
RFG # 420	175082	Lewis	Humboldt
RFG # 421	175083	Lewis	Humboldt
RFG # 422	175084	Lewis	Humboldt
RFG # 423	175085	Lewis	Humboldt
RFG # 424	175086	Lewis	Humboldt
RFG # 425	175087	Lewis	Humboldt
RFG # 426	175088	Lewis	Humboldt
RFG # 427	175089	Lewis	Humboldt
PACIFIC	181010	Lewis	Humboldt
SULPHATE	181011	Lewis	Humboldt
ALUNITE	181012	Lewis	Humboldt
ALUNITE # 2	181013	Lewis	Humboldt
DIA # 1	284248	Lewis	Humboldt
DIA # 2	284249	Lewis	Humboldt
DIA # 3	284250	Lewis	Humboldt
DIA # 4	284251	Lewis	Humboldt
DIA # 5	284252	Lewis	Humboldt
RFG # 328X	307553	Lewis	Humboldt
RFG # 39	436884	Lewis	Humboldt
RFG # 72	436912	Lewis	Humboldt
CKC # 12	444109	Crofoot	Humboldt

7

Claim Name	NMC Number	Owner	County
CKC # 15	444112	Crofoot	Humboldt
BLACKROCK # 2	545996	Crofoot	Humboldt
MAYO	545997	Crofoot	Humboldt
ANITA	545998	Crofoot	Humboldt
ASHLODE	545999	Crofoot	Humboldt
ALBERT	546000	Crofoot	Humboldt
CKC # 10	546001	Crofoot	Humboldt
CKC # 11	546002	Crofoot	Humboldt
CKC # 13	546003	Crofoot	Humboldt
CKC # 14	546004	Crofoot	Humboldt
RFG # 33	546005	Crofoot	Humboldt
RFG # 35	546006	Crofoot	Humboldt
RFG # 37	546007	Crofoot	Humboldt
RFG # 38	546008	Crofoot	Humboldt
RFG # 39A	546009	Crofoot	Humboldt
RFG # 42	546010	Crofoot	Humboldt
RFG # 43	546011	Crofoot	Humboldt
RFG # 44	546012	Crofoot	Humboldt
RFG # 45	546013	Crofoot	Humboldt
RFG # 46	546014	Crofoot	Humboldt
RFG # 47	546015	Crofoot	Humboldt
RFG # 48	546016	Crofoot	Humboldt
RFG # 49	546017	Crofoot	Humboldt
RFG # 50	546018	Crofoot	Humboldt
RFG # 51	546019	Crofoot	Humboldt
RFG # 52	546020	Crofoot	Humboldt
RFG # 52A	546021	Crofoot	Humboldt
RFG # 53	546022	Crofoot	Humboldt
RFG # 54	546023	Crofoot	Humboldt
RFG # 57	546024	Crofoot	Humboldt
RFG # 58	546025	Crofoot	Humboldt
RFG # 59	546026	Crofoot	Humboldt
RFG # 60	546027	Crofoot	Humboldt
RFG # 61	546028	Crofoot	Humboldt
RFG # 62	546029	Crofoot	Humboldt
RFG # 63	546030	Crofoot	Humboldt
RFG # 64	546031	Crofoot	Humboldt
RFG # 65	546032	Crofoot	Humboldt
RFG # 66	546033	Crofoot	Humboldt
RFG # 67	546034	Crofoot	Humboldt
RFG # 67A	546035	Crofoot	Humboldt
RFG # 68	546036	Crofoot	Humboldt
RFG # 68A	546037	Crofoot	Humboldt
RFG # 71	546038	Crofoot	Humboldt
RFG # 73	546039	Crofoot	Humboldt
RFG # 74	546040	Crofoot	Humboldt
RFG # 75	546041	Crofoot	Humboldt
RFG # 76	546042	Crofoot	Humboldt
RFG # 77	546043	Crofoot	Humboldt
RFG # 78	546044	Crofoot	Humboldt
RFG # 79	546045	Crofoot	Humboldt
RFG # 80	546046	Crofoot	Humboldt
RFG # 81	546047	Crofoot	Humboldt

8

Claim Name	NMC Number	Owner	County
RFG # 81A	546048	Crofoot	Humboldt
RFG # 82	546049	Crofoot	Humboldt
RFG # 83	546050	Crofoot	Humboldt
RFG # 84	546051	Crofoot	Humboldt
RFG # 85	546052	Crofoot	Humboldt
RFG # 86	546053	Crofoot	Humboldt
RFG # 87	546054	Crofoot	Humboldt
RFG # 88	546055	Crofoot	Humboldt
RFG # 89	546056	Crofoot	Humboldt
RFG # 90	546057	Crofoot	Humboldt
RFG # 91	546058	Crofoot	Humboldt
RFG # 92	546059	Crofoot	Humboldt
RFG # 93	546060	Crofoot	Humboldt
RFG # 94	546061	Crofoot	Humboldt
RFG # 95	546062	Crofoot	Humboldt
RFG # 97	546063	Crofoot	Humboldt
RFG # 99	546064	Crofoot	Humboldt
RFG # 101	546065	Crofoot	Humboldt
RFG # 103	546066	Crofoot	Humboldt
RFG # 288	546067	Crofoot	Humboldt
RFG # 290	546068	Crofoot	Humboldt
RFG # 292	546069	Crofoot	Humboldt
RFG # 294	546070	Crofoot	Humboldt
RFG # 296	546071	Crofoot	Humboldt
RFG # 298	546072	Crofoot	Humboldt
RFG # 300	546073	Crofoot	Humboldt
RFG # 302	546074	Crofoot	Humboldt
RFG # 304	546075	Crofoot	Humboldt
RFG # 322	546076	Crofoot	Humboldt
RFG # 323	546077	Crofoot	Humboldt
RFG # 324	546078	Crofoot	Humboldt
RFG # 325	546079	Crofoot	Humboldt
RFG # 326	546080	Crofoot	Humboldt
RFG # 327	546081	Crofoot	Humboldt
RFG # 329	546082	Crofoot	Humboldt
RFG # 331	546083	Crofoot	Humboldt
RFG # 333	546084	Crofoot	Humboldt
RFG # 335	546085	Crofoot	Humboldt
RFG # 337	546086	Crofoot	Humboldt
RFG # 339	546087	Crofoot	Humboldt
RFG # 341	546088	Crofoot	Humboldt
RFG # 343	546089	Crofoot	Humboldt
WRC-1	714252	Lewis	Pershing
WRC-2	714253	Lewis	Pershing
WRC-3	714254	Lewis	Pershing
WRC-4	714255	Lewis	Pershing
WRC-5	714256	Lewis	Pershing
WRC-6	714257	Lewis	Pershing
WRC-7	714258	Lewis	Pershing
WRC-8	714259	Lewis	Pershing
WRC-9	714260	Lewis	Pershing
WRC-10	714261	Lewis	Pershing
WRC-11	714262	Lewis	Pershing

9

Claim Name	NMC Number	Owner	County
WRC-12	714263	Lewis	Pershing
WRC-13	714264	Lewis	Pershing
WRC-14	714265	Lewis	Pershing
WRC-15	714266	Lewis	Pershing
WRC-16	714267	Lewis	Pershing
WRC-17	714268	Lewis	Pershing
WRC-18	714269	Lewis	Pershing
WRC-19	714270	Lewis	Pershing
WRC-20	714271	Lewis	Pershing
WRC-21	714272	Lewis	Pershing
WRC-22	714273	Lewis	Pershing
WRC-23	714274	Lewis	Pershing
WRC-24	714275	Lewis	Pershing
WRC-25	714276	Lewis	Pershing
WRC-26	714277	Lewis	Pershing
WRC-27	714278	Lewis	Pershing
WRC-28	714279	Lewis	Pershing
WRC-29	714280	Lewis	Pershing
WRC-30	714281	Lewis	Pershing
WRC-31	714282	Lewis	Pershing
WRC-32	714283	Lewis	Pershing
WRC-33	714284	Lewis	Pershing
WRC-34	714285	Lewis	Pershing
WRC-35	714286	Lewis	Pershing
WRC-36	714287	Lewis	Pershing
WRC-37	714288	Lewis	Pershing
WRC-38	714289	Lewis	Pershing
WRC-39	714290	Lewis	Pershing
WRC-40	714291	Lewis	Pershing
WRC-41	714292	Lewis	Pershing
WRC-42	714293	Lewis	Pershing
WRC-43	714294	Lewis	Pershing
WRC-44	714295	Lewis	Pershing
WRC-45	714296	Lewis	Pershing
WRC-46	714297	Lewis	Pershing
WRC-47	714298	Lewis	Pershing
WRC-48	714299	Lewis	Pershing
WRC-49	714300	Lewis	Pershing
WRC-50	714301	Lewis	Pershing
WRC-51	714302	Lewis	Pershing
WRC-52	714303	Lewis	Pershing
WRC-53	714304	Lewis	Pershing
WRC-54	714305	Lewis	Pershing
WRC-55	714306	Lewis	Pershing
WRC-56	714307	Lewis	Pershing
WRC-57	714308	Lewis	Pershing
WRC-58	714309	Lewis	Pershing
WRC-60	714311	Lewis	Pershing
WRC-82	714313	Lewis	Pershing
WRC-84	714315	Lewis	Pershing
WRC-87	714317	Lewis	Pershing
WRC-88	714318	Lewis	Pershing
WRC-89	714319	Lewis	Pershing

10

Claim Name	NMC Number	Owner	County
WRC-90	714320	Lewis	Pershing
WRC-91	714321	Lewis	Pershing
WKM-1	780688	Lewis	Humboldt
WKM-2	780689	Lewis	Humboldt
WKM-3	780690	Lewis	Humboldt
WKM-4	780691	Lewis	Humboldt
WKM-5	780692	Lewis	Humboldt
WKM-6	780693	Lewis	Humboldt
WKM-7	780694	Lewis	Humboldt
WKM-8	780695	Lewis	Humboldt
WKM-9	780696	Lewis	Humboldt
WKM-10	780697	Lewis	Humboldt
WKM-11	780698	Lewis	Humboldt
WKM-12	780699	Lewis	Humboldt
WKM-13	780700	Lewis	Humboldt
WKM-14	780701	Lewis	Humboldt
WKM-15	780702	Lewis	Humboldt
WKM-16	780703	Lewis	Humboldt
WKM-17	780704	Lewis	Humboldt
WKM-18	780705	Lewis	Humboldt
WKM-19	780706	Lewis	Humboldt
WKM-20	780707	Lewis	Humboldt
WKM-21	780708	Lewis	Humboldt
WKM-22	780709	Lewis	Humboldt
WKM-23	780710	Lewis	Humboldt
WKM-24	780711	Lewis	Humboldt
WKM-25	780712	Lewis	Humboldt
WKM-26	780713	Lewis	Humboldt
WKM-27	780714	Lewis	Humboldt
WKM-28	780715	Lewis	Humboldt
WKM-29	780716	Lewis	Humboldt
WKM-30	780717	Lewis	Humboldt
WKM-31	780718	Lewis	Humboldt
WKM-32	780719	Lewis	Humboldt
WKM-33	780720	Lewis	Humboldt
WKM-34	780721	Lewis	Humboldt
WKM-35	780722	Lewis	Humboldt
WKM-36	780723	Lewis	Humboldt
WKM-37	780724	Lewis	Humboldt
WKM-38	780725	Lewis	Humboldt
WKM-39	780726	Lewis	Humboldt
WKM-40	780727	Lewis	Humboldt
WKM-41	780728	Lewis	Humboldt
WKM-42	780729	Lewis	Humboldt
WKM-43	780730	Lewis	Humboldt
WKM-44	780731	Lewis	Humboldt
WKM-45	780732	Lewis	Humboldt
WKM-46	780733	Lewis	Humboldt
WKM-47	780734	Lewis	Humboldt
WKM-48	780735	Lewis	Humboldt
WKM-50	780736	Lewis	Humboldt
WKM-51	780737	Lewis	Humboldt
WKM-52	780738	Lewis	Humboldt

11

Claim Name	NMC Number	Owner	County
WKM-53	780739	Lewis	Humboldt
WKM-54	780740	Lewis	Humboldt
WKM-55	780741	Lewis	Humboldt
WKM-56	780742	Lewis	Humboldt
WKM-57	780743	Lewis	Humboldt
WKM-58	780744	Lewis	Humboldt
WKM-60	780745	Lewis	Humboldt
WKM-62	780746	Lewis	Humboldt
WKM-64	780747	Lewis	Humboldt

12

13

Exhibit B

Exploration and Option to Enter Joint Venture Agreement
HHLP Operating Agreement

See attachment.

14

HHLP Project LLC Operating Agreement

        This HHLP Project LLC Operating Agreement is made among Hycroft Resources & Development, Inc., a Nevada corporation ("Hycroft"), and Hycroft Lewis Mine, Inc., a Nevada corporation ("Hycroft Lewis") (collectively "Owner"), and Pintail (Nevada) Gold Technology LLC, a Nevada limited liability company ("PSI").

Recitals

        A.    Owner and PSI are parties to the Option to Enter Joint Venture Agreement Hycroft Heap Leach Project dated October, 2004 (the "Option Agreement"), concerning certain properties in Humboldt and Pershing Counties, Nevada, which properties are described in Exhibit A and defined in Exhibit D.

        B.    PSI has completed its Development Work obligations under the Option Agreement and has elected to participate with Owner in the exploration, evaluation and, if justified, the development and mining of mineral resources within the Properties.

        C.    Owner and PSI wish to form and operate a limited liability company under the Nevada Limited Liability Company under Chapter 86 of the Nevada Revised Statutes (the "Act"), to own the Properties and conduct the operations contemplated by Recital B.

        Now therefore, in consideration of their covenants and promises, Owner and PSI agree as follows:

1.     Definitions and Cross-references

1.1    Definitions.    The terms defined in Exhibit D and elsewhere shall have the defined meaning wherever used in this Agreement, including in Exhibits.

1.2    Cross References.    References to "Exhibits" and "Sections" refer to Exhibits and Sections of this Agreement.

2.     Name, Purposes and Term

2.1    Formation.    The parties have organized, or will organize, the Company pursuant to the Act and the provisions of this Agreement as a Nevada limited liability company by the filing of its Articles of Organization (as defined in the Act) in the Office of the Secretary of the State of Nevada effective as of the Effective Date.

2.2    Name.    The name of the Company is "HHLP Project LLC." The Manager shall accomplish any filings or registrations required by jurisdictions in which the Company conducts its Business.

2.3    Purposes.    The Company is formed for the following purposes and for no others, and shall serve as the exclusive means by which each of the Members accomplishes such purposes:

                2.3.1    To conduct investigation, research and testing of Products on the Properties.

                2.3.2    To evaluate the possible Development and Mining of the Properties, and, if justified, to engage in Development and Mining,

                2.3.3    To engage in Operations on the Properties,

                2.3.4    To engage in marketing Products,

                2.3.5    To complete and satisfy all Environmental Compliance obligations and Continuing Obligations affecting the Properties, and

                2.3.6    To perform any other activity necessary, appropriate, or incidental to any of the foregoing.

2.4    Limitation.    Unless the Members otherwise agree in writing, the Business of the Company shall be limited to the purposes described in Section 2.3, and nothing in this Agreement shall be construed to enlarge such purposes.

2.5    Term.    The teen of the Company shall begin on the Effective Date and shall continue for twenty (20) years from the Effective Date and for so long thereafter as Products are produced from the Properties on a continuous basis, and thereafter until all materials, supplies, equipment and infrastructure have been salvaged

1

and disposed of, and any required Environmental Compliance is completed and accepted, unless the Company is earlier terminated. Products shall be deemed to be produced from the Properties on a "continuous basis" so long as production in commercial quantities is not halted for more than two (2) consecutive years..

2.6    Resident Agent; Offices.    The Manager shall select a duly qualified resident agent for the company. The registered office of the Company in the State of Nevada shall be located at Owner's Nevada office or at any other place within the State of Nevada which the Manager shall select. The principal office of the Company shall be at any other location which the Manager shall select.

3.     Contributions by Members.

3.1    Members' Initial Contributions.

                3.1.1    Owner, as its Initial Contribution, contributes the Assets described in Exhibit A to the capital of the Company. The amount of $500,000.00 shall be credited to Owner's Equity Account on the Effective Date with respect to Owner's Initial Contribution.

                3.1.2    PSI, as its Initial Contribution, contributes all of the Assets described in Exhibit A to the capital of the Company. The amount of $500,000.00 shall be credited to PSI's Equity Account on the Effective Date with respect to Owner's Initial Contribution.

3.2    Record Title.    Title to the Assets shall be held by the Company subject to the terms of this Agreement.

3.3    Initial Ownership Interests.    The Members shall have the following Initial Ownership Interests:

Owner	50%
PSI	50%

3.4    Changes in Ownership Interests.    The Ownership Interests shall be eliminated or changed as follows:

                3.4.1    Upon an election by either Member pursuant to Section 10.5 to contribute less to an adopted Program and Budget than the percentage equal to its Ownership Interest, or to contribute nothing to an adopted Program and Budget;

                3.4.2    In the event of default by either Member in making its agreed-upon contribution to an adopted Program and Budget, followed by an election by the other Member to invoke any of the remedies in Section 11.5;

                3.4.3    Upon Transfer by either Member of part or all of its Ownership Interest in accordance with Section 7; or

                3.4.4    Upon acquisition by either Member of part or all of the Ownership Interest of the other Member, however arising.

3.5    Admission of New Members.    Except in the event of a transfer permitted pursuant to Section 7, a new member may be admitted only with the unanimous written approval of the Members.

4.     Elimination of Minority Interest.

4.1    Reduction of Ownership Interest to Less Than Ten Percent.    A Reduced Member whose Recalculated Ownership Interest becomes less than ten percent (10%) shall be deemed to have withdrawn from the Company and shall relinquish its entire Ownership Interest free and clear of any Encumbrances arising by, through or under the Reduced Member, except any such Encumbrances listed in Section 1.1 of Exhibit A or to which the Members have agreed. Such relinquished Ownership Interest shall be deemed to have accrued automatically to the other Member. The Reduced Member's Capital Account shall be transferred to the remaining Member. The Reduced Member shall have the right to receive a production royalty equal to five percent (5%) of the Net Profits. The Reduced Member shall thereafter have no further right, title, or interest in the Assets, in the Company or under this Agreement, and the tax partnership established by Exhibit C shall dissolve pursuant to Section 42 of Exhibit C. In such event, the Reduced Member shall execute and deliver an appropriate conveyance of any right, title and interest the Reduced Member may have in the Assets to the remaining Member.

2

4.2    Recalculation of Ownership Interests.    The relinquishment, resignation and entitlements for which this Section provides shall be effective as of the effective date of the recalculation under Sections 10.5 or 11.5. However, if the final adjustment provided under Section 10.6 for any recalculation under Section 10.5 results in a Recalculated Ownership Interest of ten percent (10%) or more: (1) the Recalculated Ownership Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically reverted; (2) the Reduced Member shall be reinstated as a Member, with all of a Member's rights and obligations; (3) the right to the Net Profits royalty under Section 4.1 shall terminate; and (4) the Manager, on behalf of the Members, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in Section 10.6.4. Similarly, if such final adjustment under Section 10.6 results in a Recalculated Ownership Interest for either Member of less than ten percent (10%) for a Program Period as to which the provisional calculation under Section 10.5 had not resulted in an Ownership Interest of less than ten percent (10%), then such Member, at its election within thirty (30) days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of ten percent (10%). If no such election is made, such Member shall be deemed to have withdrawn under the terms of Section 4.4.1 as of the beginning of such Program Period, and the Manager, on behalf of the Members, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in Section 10.6.4, including of any Net Profits to which such Member may be entitled for such Program Period.

4.3    Documentation of Adjustments to Ownership Interests.    Each Member's Ownership Interest and related Equity Account balance shall be shown in the accounting records of the Company, and any adjustments, including any reduction, readjustment, and restoration of Ownership Interests under Sections 4.2, 10.5, 10.6 and 11.5, shall be made monthly. The Schedule of Members attached hereto shall be amended from time to time to reflect such changes.

5.     Relationship of the Members.

5.1    Limitation on Authority of Members.    No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company solely by virtue of being a Member. This Section 5.1 supersedes any authority granted to the Members pursuant to the Act. Any Member that takes any action or binds the Company in violation of this Section 5.1 shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

5.2    Federal Tax EIections and Allocations.    The Company shall be treated as a partnership for federal income tax purposes, and no Member shall take any action to alter such treatment.

5.3    State Income Tax.    To the extent permissible under applicable law, the relationship of the Members shall be treated for state income tax purposes in the same manner as it is for federal income tax purposes.

5.4    Tax Returns.    After approval of the Management Committee, any tax returns or other required tax forms shall be filed in accordance with Exhibit C.

5.5    Other Business Opportunities.    Each Member shall have the right to engage in and receive full benefits from any independent business activities or operations, whether or not competitive with the Company, without consulting with, or obligation to, the other Member or the Company. The doctrines of "corporate opportunity" or "business opportunity" shall not be applied to the Business nor to any other activity or operation of any Member. No Member shall have any obligation to the Company or any other Member with respect to any opportunity to acquire any property interest outside the Property at any time. Unless otherwise agreed in writing, neither the Manager nor any Member shall have any obligation to mill, beneficiate or otherwise treat any Products in any facility owned or controlled by the Manager or such Member.

5.6    Waiver of Rights to Partition or Other Division of Assets.    The Members waive and release all rights of partition, or of sale in lieu thereof, or other division of Assets, including any such rights provided by Law.

5.7    Bankruptcy of a Member.    A Member shall cease to have any power as a Member or Manager or any voting rights or rights of approval hereunder upon bankruptcy, insolvency, dissolution or assignment for the benefit of creditors of such Member, and its successor upon the occurrence of any such event shall have only the rights, powers and privileges of a transferee enumerated in Section 7.2, and shall be liable for all obligations of

3

the Member under this Agreement. In no event, however, shall a personal representative or successor become a substitute Member unless the requirements of Section 7.2 are satisfied.

5.8    Implied Covenants.    There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.

5.9    No Certificate.    The Company shall not issue certificates representing Ownership Interests in the Company.

5.10    Disposition of Production.    Neither Member shall have any obligation to account to the other Member for, nor have any interest or right of participation in any profits or proceeds nor have any obligation to share in any losses from, futures contracts, forward sales, trading in puts, calls, options or any similar hedging, price protection or marketing mechanism employed by a Member with respect to its proportionate share of any Products produced or to be produced from the Properties.

5.11    Limitation of Liability.    The Members shall not be required to make any contribution to the capital of the Company except as otherwise provided in this Agreement, nor shall the Members in their capacity as Members or Manager be bound by, or liable for, any debt, liability or obligation of the Company whether arising in contract, tort, or otherwise, except as expressly provided by this Agreement. The Members' execution and their performance of their obligations under this Agreement are not, and should not be construed to be, the Members' assumption of the Company's obligations, contractual or otherwise. The Members shall be under no obligation to restore a deficit Capital Account upon the dissolution of the Company or the liquidation of any of their Ownership Interests.

5.12    Indemnities.    The Company may, and shall have the power to, indemnify and hold harmless any Member or Manager or other person from and against any and all claims and demands whatsoever arising from or related to the Business, the Company or a Member's membership in the Company.

5.13    No Third Party Beneficiary Rights.    This Agreement shall be construed to benefit the Members and their respective successors and assigns only, and shall not be construed to create third party beneficiary rights in any other party or in any governmental organization or agency.

6.     Representations and Warranties.    As of the Effective Date, each Member warrants and represents to the other that:

6.1    It is a corporation duly organized and in good standing in its state of incorporation and is qualified to do business and is in good standing in those states where necessary in order to carry out the purposes of this Agreement;

6.2    It has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate, board of directors, shareholder, surface and mineral rights owner, lessor, lessee and other actions and consents required to authorize it to enter into and perform this Agreement have been properly taken or obtained;

6.3    It will not breach any other agreement or arrangement by entering into or performing this Agreement;

6.4    It is not subject to any governmental order, judgment, decree, debarment, sanction or Laws that would preclude the peiniitting or implementation of Operations under this Agreement; and

6.5    This Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms.

7.     Transfer of Interest; Preemptive Right.

7.1    General.    A Member shall have the right to Transfer to a third party its Ownership Interest, or any beneficial interest therein, solely as provided in this Section 7.

7.2    Limitations on Free Transferability.    Any Transfer by either Member under Section 7.1 shall be subject to the following limitations:

                7.2.1    Neither Member shall Transfer any beneficial interest in the Company (including, but not limited to, any royalty, profits, or other interest in the Products) except in conjunction with the Transfer of part or all of its Ownership Interest;

4

                7.2.2    No transferee of all or any part of a Member's Ownership Interest shall have the rights of a Member unless and until the transferring Member has provided to the other Member notice of the Transfer, and, except as provided in Sections 7.2.6 and 7.2.7, the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement to the same extent as the transferring Member;

                7.2.3    Neither Member, without the consent of the other Member, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization;

                7.2.4    No Transfer permitted by this Section shall relieve the transferring Member of any liability of such transferring Member under this Agreement, whether accruing before or after such Transfer;

                7.2.5    Any Member that makes a Transfer that shall cause termination of the tax partnership established by Section 5.2 shall indemnify the other Member for, from and against any and all loss, cost, expense, damage, liability or claim therefore arising from the Transfer, including without limitation any increase in taxes, interest and penalties or decrease in credits caused by such termination and any tax on indemnification proceeds received by the indemnified Member;

                7.2.6    In the event of a Transfer of less than all of an Ownership Interest, the transferring Member and its transferee shall act and be treated as one Member under this Agreement; provided however, that in order for such Transfer to be effective, the transferring Member and its transferee must first:

                        7.2.6.1    Agree, as between themselves, that one of them is authorized to act as the sole agent ("Agent") on their behalf with respect to all matters pertaining to this Agreement and the Company; and

                        7.2.6.2    Notify the other Member of the designation of the Agent, and in such notice warrant and represent to the other Member that:

                                (a)    The Agent has the sole authority to act on behalf of, and to bind, the transferring Member and its transferee with respect to all matters pertaining to this Agreement and the Company;

                                (b)    The other Member may rely on all decisions of, notices and other communications from, and failures to respond by, the Agent, as if given (or not given) by the transferring Member and its transferee; and

                                (c)    All decisions of, notices and other communications from, and failures to respond by, the other Member to the Agent shall be deemed to have been given (or not given) to the transferring Member and its transferee.

The transferring Member and its transferee may change the Agent (but such replacement must be one of them) by giving notice to the other Member, which notice must conform to Section 7.2.6.2.

                7.2.7    If the Transfer is the grant of an Encumbrance on an Ownership Interest to secure a loan or other indebtedness of either Member in a bona fide transaction, other than a transaction approved unanimously by the Management Committee or Project Financing approved by the Management Committee, such Encumbrance shall be granted only in connection with such Member's financing payment or performance of that Member's obligations under this Agreement and shall be subject to the terms of this Agreement and the rights and interests of the other Member hereunder. Any such Encumbrance shall be further subject to the condition that the holder of such Encumbrance ("Chargee") first enters into a written agreement with the other Member in form satisfactory to the other Member, acting reasonably, binding upon the Chargee, to the effect that:

                7.2.7.1    The Chargee shall not enter into possession or institute any proceedings for foreclosure or partition of the encumbering Member's Ownership Interest and that such Encumbrance shall be subject to the provisions of this Agreement;

                7.2.7.2    The Chargee's remedies under the Encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Member's Ownership Interest to the other Member, or, failing such a sale, at a public auction to be held at least thirty (30) days after prior notice to the other Member, such sale to be subject to the purchaser entering into a written agreement with the other Member whereby such purchaser assumes all obligations of the encumbering Member under the terms of this Agreement. The price of any preemptive sale to the other Member shall be the remaining principal amount of the loan plus accrued interest and related expenses, and such preemptive sale shall occur within sixty (60) days of the Chargee's notice to the other Member of its intent to sell the encumbering Member's Ownership Interest. Failure of a sale to the other

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Member to close by the end of such period, unless failure is caused by the encumbering Member or by the Chargee, shall permit the Chargee to sell the encumbering Member's Ownership Interest at a public sale; and

                7.2.7.3    The charge shall be subordinate to any then-existing debt, including Project Financing previously approved by the Management Committee, encumbering the transferring Member's Ownership Interest.

7.3    Preemptive Right.    Any Transfer by either Member under Section 7.1 and any Transfer by an Affiliate in Control of either Member shall be subject to a preemptive right of the other Member to the extent provided in Exhibit H. Failure of a Member's Affiliate to comply with this Section and Exhibit H shall be a breach by such Member of this Agreement.

8.     Management Committee.

8.1    Organization and Composition.    The Members establish a Management Committee to determine overall policies, objectives, procedures, methods and actions under this Agreement. The Management Committee shall consist of two (2) member(s) appointed by PSI and two (2) member(s) appointed by Owner. Each Member may appoint one or more alternates to act in the absence of a regular member. Any alternate so acting shall be deemed a Member. Appointments by a Member shall be made or changed by notice to the other Members. PSI shall designate one of its Members to serve as the chair of the Management Committee.

8.2    Decisions.    Each Member, acting through its appointed member(s) in attendance at the meeting, shall have the votes on the Management Committee in proportion to its Ownership Interest. Unless otherwise provided in this Agreement, decisions of the Management Committee shall be determined by the vote of a majority of the Ownership Interests. If a majority vote is not reached, the decision of the Management Committee shall be decided by the Manager.

8.3    Meetings.

                8.3.1    The Management Committee shall hold regular meetings at least quarterly in Denver, Colorado, or at other agreed places. The Manager shall give fifteen (15) days notice to the Members of such meetings. Additionally, either Member may call a special meeting upon seven (7) days notice to the other Member. In case of an emergency, reasonable notice of a special meeting shall suffice. There shall be a quorum if at least one member of the Management Committee representing each Member is present; provided, however, that if a Member fails to attend two consecutive properly called meetings, then a quorum shall exist at the second meeting if the other Member is represented by at least one appointed member, and a vote of such Member shall be considered the vote required for the purposes of the conduct of all business properly noticed even if such vote would otherwise require unanimity.

                8.3.2    If business cannot be conducted at a regular or special meeting due to the lack of a quorum, either Member may call the next meeting upon five (5) days notice to the other Member.

                8.3.3    Each notice of a meeting shall include an itemized agenda prepared by the Manager in the case of a regular meeting or by the Member calling the meeting in the case of a special meeting, but any matters may be considered if either Member adds the matter to the agenda at least five (5) days before the meeting or with the consent of the other Member. The Manager shall prepare minutes of all meetings and shall distribute copies of such minutes to the other Member within five (5) days after the meeting. Either Member may electronically record the proceedings of a meeting with the consent of the other Member. The other Member shall sign and return or object to the minutes prepared by the Manager within thirty (30) days after receipt, and failure to do either shall be deemed acceptance of the minutes as prepared by the Manager. The minutes, when signed or deemed accepted by both Members, shall be the official record of the decisions made by the Management Committee. Decisions made at a Management Committee meeting shall be implemented in accordance with adopted Programs and Budgets. If a Member timely objects to minutes proposed by the Manager, the members of the Management Committee shall seek, for a period not to exceed thirty (30) days from receipt by the Manager of notice of the objections, to agree upon minutes acceptable to both Members. If the Management Committee does not reach agreement on the minutes of the meeting within such thirty (30) day period, the minutes of the meeting as prepared by the Manager together with the other Member's proposed changes shall collectively constitute the record of the meeting. If personnel employed in Operations are required to attend a

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Management Committee meeting, reasonable costs incurred in connection with such attendance shall be charged to the Business Account. All other costs shall be paid by the Members individually.

8.4    Action Without Meeting in Person.    In lieu of meetings in person, the Management Committee may conduct meetings by telephone or video conference, so long as minutes of such meetings are prepared in accordance with Section 8.3.3. The Management Committee may also take actions in writing signed by all members of the Management Committee.

8.5    Matters Requiring Approval.    Except as provided in Section 3.1.3 and as otherwise delegated to the Manager in Section 9.2, the Management Committee shall have exclusive authority to determine all matters related to overall policies, objectives, procedures, methods and actions under this Agreement.

9.     Manager.

9.1    Appointment.    The Members will appoint a Manager with overall management responsibility for Operations. The Manager will serve until it resigns as provided in Section 9.4.

9.2    Powers and Duties of Manager.    Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.

                9.2.1    The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in Section 10.

                9.2.2    The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.

                9.2.3    The Manager shall use reasonable efforts to: (1) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (2) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (3) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in Section 1.1 of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee.

                9.2.4    The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment.

                9.2.5    The Manager shall: (1) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (2) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Member's sales revenue or net income and taxes, including production taxes, attributable to a Member's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (3) do all other acts reasonably necessary to maintain the Assets.

                9.2.6    The Manager shall: (1) apply for all necessary permits, licenses and approvals; (2) comply with all Laws; (3) notify promptly the Management Committee of any allegations of substantial violation thereof; and (4) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager's good faith efforts to comply consistent with its standard of care under Section 9.3. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both Members through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account.

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                9.2.7    The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Member shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non managing Member shall approve in advance any settlement involving payments, commitments or obligations in excess of Fifty Thousand Dollars ($50,000.00) in cash or value.

                9.2.8    The Manager shall obtain insurance for the benefit of the Company as provided in Exhibit F or as may otherwise be determined from time to time by the Management Committee.

                9.2.9    The Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Section 12.2. Without prior authorization from the Management Committee, however, the Manager shall not: (1) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of Fifty Thousand Dollars ($50,000.00); (2) enter into any sales contracts or commitments for Product, except as permitted in Section 5.10; (3) begin a liquidation of the Company; or (4) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Company.

                9.2.10    The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors.

                9.2.11    The Manager shall reimburse Owner for Owner's cost of maintenance of the patented and unpatented mining claims which are included in and comprise a part of the Property, including payment of the federal annual mining claim maintenance fees for the unpatented mining claims which are included in and comprise part of the Property, a proportionate share of the minimum payments which Owner is obligated to pay under the Underlying Agreements for the patented mining claims which are included in or comprise part of the Property, and any other costs which Owner reasonably incurs to hold or maintain the Property.

                9.2.12    The Manager shall keep and maintain all required accounting and financial records pursuant to the procedures described in Exhibit B and in accordance with customary cost accounting practices in the mining industry, and shall ensure appropriate separation of accounts unless otherwise agreed by the Members.

                9.2.13    The Manager shall keep and maintain all required records, make elections, and prepare and file all federal and state tax returns or other required tax forms, and perform the other duties described in Exhibit C.

                9.2.14    The Manager shall maintain Equity Accounts for each Member. Each Member's Equity Account shall be credited with the value of such Member's contributions under Sections 3.1.1, 3.1.2 and 3.1.3 and shall be credited with any additional amounts contributed by such Member to the Company. Each Member's Equity Account shall be charged with the cash and the fair market value of property distributed to such Member (net of liabilities assumed by such Member and liabilities to which such distributed property is subject). Contributions and distributions shall include all cash contributions or distributions plus the agreed value (expressed in dollars) of all in-kind contributions or distributions. Solely for purposes of determining the Equity Account balances of the Members, the Manager shall reasonably estimate the fair market value of all Products distributed to the Members, and such estimated value shall be used regardless of the actual amount received by each Member upon disposition of such Products.

                9.2.15    The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (1) monthly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget; (2) periodic summaries of data acquired; (3) copies of reports concerning Operations; (4) a detailed final report within thirty (30) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (5) such other reports as any member of the Management Committee may reasonably request. Subject to Section 13, at all reasonable times the Manager shall provide the Management Committee, or other representative of a Member upon the request of such Member's member of the Management Committee, access to, and the right to inspect and, at such Member's cost and expense, copy the Existing Data and all maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other Business Information, to the extent preserved or kept by the Manager. In addition, the Manager shall allow the non-managing Member, at the latter's sole risk, cost and expense, and subject to reasonable safety

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regulations, to inspect the Assets and Operations at all reasonable times, so long as the non-managing Member does not unreasonably interfere with Operations.

                9.2.16    The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations.

                9.2.17    The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Company. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Member reasonably informed about the Manager's efforts to discharge Continuing Obligations. Authorized representatives of each Member shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and related accounts.

                9.2.18    The funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which may include, but is not limited to, money market investments and money market funds, and/or in longer term investments if approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements.

                9.2.19    If Ownership interests are adjusted in accordance with this Agreement the Manager shall modify the Schedule of Members to properly reflect such adjustment and shall propose from time to time one or more methods for fairly allocating costs for Continuing Obligations.

                9.2.20    The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Section 8.1.

9.3    Standard of Care.    The Manager shall discharge its duties under Section 9.2 and conduct all Operations in a good, workmanlike and efficient manner, in accordance with sound mining and other applicable industry standards and practices, and in accordance with Laws and with the terms and provisions of leases, licenses, permits, contracts and other agreements pertaining to the Assets. The Manager shall not be liable to the other Member for any act or omission resulting in damage or loss except to the extent caused by or attributable to the Manager's willful misconduct or gross negligence. The Manager shall not be in default of any of its duties under Section 9.2 if its inability or failure to perform results from the failure of the other Member to perform acts or to contribute amounts required of it by this Agreement.

9.4    Resignation; Deemed Offer to Resign.    The Manager may resign upon not less than two (2) months' prior notice to the other Member, in which case the other Member may elect to become the new Manager by notice to the resigning Member within ten (10) days after the notice of resignation. If any of the following shall occur, the Manager shall be deemed to have resigned upon the occurrence of the event described in each of the following Sections, with the successor Manager to be appointed by the other Member at a subsequently called meeting of the Management Committee, at which the Manager shall not be entitled to vote. The other Member, or if there are more than two (2) Members, the Member having the greatest aggregate Ownership Interest, may appoint itself or a third party as the Manager.

                9.4.1    The aggregate Ownership Interest of the Manager and its Affiliates becomes less than fifty (50%), or, if there are more than two (2) Members, the aggregate Ownership Interest of the Manager and its Affiliates becomes less than the aggregate Ownership Interest of any other Member and its Affiliates;

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                9.4.2    The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of sixty (60) days after notice from the other Member demanding performance;

                9.4.3    The Manager fails to pay or contest in good faith Company bills and Company debts as such obligations become due;

                9.4.4    A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced to by the Manager;

                9.4.5    The Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or takes corporate or other action in furtherance of any of the foregoing; or

                9.4.6    Entry is made against the Manager of a judgment, decree or order for relief affecting its ability to serve as Manager or a substantial part of its Ownership Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Under Sections 9.4.4, 9.4.5 or 9.4.6 above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

9.5    Payments To Manager.    The Manager shall be compensated for its services and reimbursed for its costs hereunder in accordance with Exhibit B.

9.6    Transactions With Affiliates.    If the Manager engages Affiliates to provide services, it shall do so on terms no less favorable than would be the case in arm's-length, competitively priced transactions with unrelated parties.

9.7    Activities During Deadlock.    If the Management Committee for any reason fails to adopt an Exploration, Feasibility Study or Development Program and Budget, the Manager shall continue Operations at levels sufficient to maintain the Properties. If the Management Committee for any reason fails to adopt an initial Mining Program and Budget or any Expansion or Modification Programs and Budgets, the Manager shall continue Operations at levels sufficient to maintain the then current Operations and Properties. If the Management Committee for any reason fails to adopt Mining Programs and Budgets subsequent to the initial Mining Program and Budget, subject to the contrary direction of the Management Committee and receipt of necessary funds, the Manager shall continue Operations at levels comparable with the last adopted Mining Program and Budget. All of the foregoing shall be subject to the contrary direction of the Management Committee and the receipt of necessary funds.

10.   Programs And Budgets.

10.1    Initial Program and Budget.    The Initial Program and Budget to which both Members have agreed is adopted and is attached as Exhibit G.

10.2    Operations Pursuant to Programs and Budgets.    Except as otherwise provided in Section 3.1.3 and Section 10.12, Operations shall be conducted, expenses shall be incurred, and Assets shall be acquired only pursuant to adopted Programs and Budgets. Every Program and Budget adopted pursuant to this Agreement shall provide for accrual of reasonably anticipated Environmental Compliance expenses for all Operations contemplated under the Program and Budget.

10.3    Presentation of Programs and Budgets.    Proposed Programs and Budgets shall be prepared by the Manager for a period of one (1) year or any other period as approved by the Management Committee, and shall be submitted to the Management Committee for review and consideration. All proposed Programs and Budgets may include Exploration, Feasibility Study, Development, Mining and Expansion or Modification Operations components, or any combination thereof, and shall be reviewed and adopted upon a vote of the Management Committee in accordance with Sections 8.2 and 10.4. Each Program and Budget adopted by the Management

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Committee, regardless of length, shall be reviewed at least once a year at a meeting of the Management Committee. During the period encompassed by any Program and Budget, and at least two (2) months prior to its expiration, a proposed Program and Budget for the succeeding period shall be prepared by the Manager and submitted to the Management Committee for review and consideration.

10.4    Review and Adoption of Proposed Programs and Budgets.    Within thirty (30) days after submission of a proposed Program and Budget, each Member shall submit in writing to the Management Committee:

                10.4.1    Notice that the Member approves any or all of the components of the proposed Program and Budget; or

                10.4.2    Modifications proposed by the Member to the components of the proposed Program and Budget; or

                10.4.3    Notice that the Member rejects any or all of the components of the proposed Program and Budget.

If a Member fails to give any of the foregoing responses within the allotted time, the failure shall be deemed to be a vote by the Member for adoption of the Manager's proposed Program and Budget. If a Member makes a timely submission to the Management Committee pursuant to Sections 10.4.1, 10.4.2, or 10.4.3, then the Manager working with the other Member shall seek for a period of time not to exceed twenty (20) days to develop a complete Program and Budget acceptable to both Members. The Manager shall then call a Management Committee meeting in accordance with Section 8.3 for purposes of reviewing and voting upon the proposed Program and Budget.

10.5    Election to Participate.

                10.5.1    By notice to the Management Committee within twenty (20) calendar days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, a Member may elect to participate in the approved Program and Budget: (1) in proportion to its respective Ownership Interest, (2) in some lesser amount than its respective Ownership Interest, or (3) not at all. In case of an election under Section 10.5.1.2 or 10.5.1.3, its Ownership Interest shall be recalculated as provided in Section 10.5.2 below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Member fails to so notify the Management Committee of the extent to which it elects to participate, the Member shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Ownership Interest as of the beginning of the Program Period.

                10.5.2    If a Member elects to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Ownership Interest, or not at all, and the other Member elects to fund all or any portion of the deficiency, the Ownership Interest of the Reduced Member shall be provisionally recalculated by dividing: (1) the sum of (a) the amount credited to the Reduced Member's Equity Account with respect to its Initial Contribution under Section 3.1, (b) the total of all of the Reduced Member's contributions to the Company under Section 10.5.1 or otherwise pursuant to this Agreement, and (c) the amount, if any, the Reduced Member elects to contribute to the adopted current Program and Budget; by (2) the sum of (a), (b) and (c) above for both Members; and then multiplying the result by one hundred; or

The Ownership Interest of the other Member shall be increased by the amount of the reduction in the Ownership Interest of the Reduced Member, and if the other Member elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget to reflect the funds available.

                10.5.3    Whenever the Ownership Interests are recalculated pursuant to this Section, (1) the Equity Accounts of both Members shall be revised to bear the same ratio to each other as their recalculated Ownership Interests; (2) the Schedule of Members shall be amended to reflect the recalculated Ownership Interests; and (3) the portion of Capital Account attributable to the reduced Ownership Interest of the Reduced Member shall be transferred to the other Member.

10.6    Recalculation or Restoration of Reduced Interest Based on Actual Expenditures.

                10.6.1    If a Member makes an election under Section 10.5.1.2 or 10.5.1.3, then within thirty (30) days after the conclusion of such Program and Budget, the Manager shall report the total amount of money expended plus the total obligations incurred by the Manager for such Budget.

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                10.6.2    If the Manager expended or incurred obligations that were more or less than the adopted Budget, the Ownership Interests shall be recalculated pursuant to Section 10.5.2 by substituting each Member's actual contribution to the adopted Budget for that Member's estimated contribution at the time of the Reduced Member's election under Section 10.5.1.

                10.6.3    If the Manager expended or incurred obligations of less than eighty percent (80%) of the adopted Budget, within thirty (30) days of receiving the Manager's report on expenditures, the Reduced Member may notify the other Member of its election to reimburse the other Member for the difference between any amount contributed by the Reduced Member to such adopted Program and Budget and the Reduced Member's proportionate share (at the Reduced Member's former Ownership Interest) of the actual amount expended or incurred for the Program, plus interest on the difference accruing at the rate described in Section 11.3 plus two (2) percentage points. The Reduced Member shall deliver the appropriate amount (including interest) to the other Member with such notice. Failure of the Reduced Member to so notify and tender such amount shall result in dilution occurring in accordance with this Section 10 and shall bar the Reduced Member from its rights under this Section 10.6.3 concerning the relevant adopted Program and Budget.

                10.6.4    All recalculations under this Section shall be effective as of the first day of the Program Period for the Program and Budget. The Manager, on behalf of both Members, shall make such reimbursements, reallocations of Products, contributions and other adjustments as are necessary so that, to the extent possible, each Member will be placed in the position it would have been in had its Ownership Interests as recalculated under this Section been in effect throughout the Program Period for such Program and Budget.

                10.6.5    Whenever the Ownership Interests are recalculated pursuant to this Section, (1) the Members' Equity Accounts shall be revised to bear the same ratio to each other as their Recalculated Ownership Interests; (2) the Schedule of Members shall be amended to reflect the recalculated Ownership interests; and (3) the Capital Accounts of the Members shall be determined without regard to Section 10.5.3, provided, that the portion of Capital Account attributable to the reduced Ownership Interest of the Reduced Member, if any, after taking into account the adjustments required by this Section 10.6 shall be transferred to the other Member.

10.7    Programs and Budgets for Feasibility Study.    Within thirty (30) days following the Management Committee's approval of the performance of a Feasibility Study, the Manager shall submit to the Management Committee a Program and a Budget, which shall include necessary Operations, for the preparation of a Feasibility Study. A Feasibility Study may be prepared by the Manager, Feasibility Contractors, or both, or may be prepared by the Manager and audited by Feasibility Contractors, as the Management Committee determines.

10.8    Development Programs and Budgets; Project Financing.    

                10.8.1    Unless otherwise determined by the Management Committee, the Manager shall not submit to the Management Committee a Program and Budget including Development of the mine described in a completed Feasibility Study until thirty (30) days following the receipt by Manager of the Feasibility Study. The Program and Budget, which includes Development of the mine described in the completed Feasibility Study, shall be based on the estimated cost of Development described in the Feasibility Study for the Approved Alternative, unless otherwise directed by the Management Committee.

                10.8.2    Promptly following adoption of the Program and Budget, which includes Development as described in a completed Feasibility Study, but in no event more than sixty (60) days thereafter, the Manager shall submit to the Management Committee a report on material bids received for Development work ("Bid Report"). If bids described in the Bid Report result in the aggregate cost of Development work exceeding twenty percent (20%) of the Development cost estimates that formed the basis of the Development component of the adopted Program and Budget, the Program and Budget, which includes relevant Development, shall be deemed to have been re-submitted to the Management Committee based on the aggregate costs as described in the Bid Report on the date of receipt of the Bid Report and shall be reviewed and adopted in accordance with Sections 8.2 and 10.4.

                10.8.3    If the Management Committee approves the Development of the mine described in a Feasibility Study and also decides to seek Project Financing for such mine, each Member shall, at its own cost, cooperate in seeking to obtain Project Financing for such mine; provided, however, that all fees, charges and costs (including attorneys and technical consultants fees) paid to the Project Financing lenders shall be borne by

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the Members in proportion to their Ownership Interests, unless such fees are capitalized as a part of the Project Financing.

10.9    Expansion or Modification Programs and Budgets.    Any Program and Budget proposed by the Manager involving Expansion or Modification shall be based on a Feasibility Study prepared by the Manager, Feasibility Contractors, or both, or prepared by the Manager and audited by Feasibility Contractors, as the Management Committee determines. The Program and Budget, which include Expansion or Modification, shall be submitted for review and approval by the Management Committee within thirty (30) days following receipt by the Manager of such Feasibility Study.

10.10    Budget Overruns; Program Changes.    For Programs and Budgets adopted after completion of PSI's Initial Contribution, the Manager shall immediately notify the Management Committee of any material departure from an adopted Program and Budget. If the Manager exceeds an adopted Budget by more than ten percent (10%) in the aggregate, then the excess over ten percent (10%), unless authorized or ratified by the Management Committee, shall be for the sole account of the Manager and such excess shall not be included in the calculations of the Ownership Interests nor deemed a contribution under this Agreement. Budget overruns of ten percent (10%) or less in the aggregate shall be borne by the Members in proportion to their respective Ownership Interests.

11.   Accounts and Settlements.

11.1    Monthly Statements.    The Manager shall promptly submit to the Management Committee monthly statements of account reflecting in reasonable detail the charges and credits to the Business Account during the preceding month.

11.2    Cash Calls.    On the basis of each adopted Program and Budget, the Manager shall submit prior to the last day of each month a billing for estimated cash requirements for the next month. Within ten (10) days after receipt of each billing, each Member shall advance its proportionate share of such cash requirements. The Manager shall record all funds received in the Business Account. The Manager shall at all times maintain a cash balance approximately equal to the rate of disbursement for up to thirty (30) days. All funds in excess of immediate cash requirements shall be invested by the Manager for the benefit of the Company in cash management accounts and investments selected at the discretion of the Manager, which accounts may include, but are not limited to, money market investments and money market funds.

11.3    Failure to Meet Cash Calls.    A Member that fails to meet cash calls in the amount and at the times specified in Section 11.2 shall be in default, and the amounts of the defaulted cash call shall bear interest from the date due at an annual rate equal to two (2) percentage points over the Prime Rate, but in no event shall the rate of interest exceed the maximum permitted by Law. Such interest shall accrue to the benefit of and be payable to the non-defaulting Member, but shall not be deemed as amounts contributed by the defaulting Member in the event dilution occurs in accordance with Section 4.2.3. In addition to any other rights and remedies available to it by Law, the non defaulting Member shall have those other rights, remedies, and elections specified in Sections 11.4 and 11.5.

11.4    Cover Payment.    If a Member defaults in making a contribution or cash call required by an adopted Program and Budget, the non-defaulting Member may, but shall not be obligated to, advance some portion or all of the amount in default on behalf of the defaulting Member (a "Cover Payment"). Each and every Cover Payment shall constitute a demand loan bearing interest from the date of the advance at the rate provided in Section 11.3. If more than one Cover Payment is made, the Cover Payments shall be aggregated and the rights and remedies pertaining to an individual Cover Payment shall apply to the aggregated Cover Payments. The failure to repay such loan upon demand shall be a default.

11.5    Remedies.    The Members acknowledge that if either Member defaults in making a contribution required by Section 3 or a cash call, or in repaying a loan, as required under Sections 11.2, 11.3 or 11.4, whether or not a Cover Payment is made, it will be difficult to measure the damages resulting from such default (it being understood and agreed that the Members have attempted to determine such damages in advance and determined that the calculation of such damages cannot be ascertained with reasonable certainty). Both Members acknowledge and recognize that the damage to the non-defaulting Member could be significant. In the event of such default, as reasonable liquidated damages, the non-defaulting Member may, with respect to any such default not cured within thirty (30) days after notice to the defaulting Member of such default, elect any of

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the following remedies by giving notice to the defaulting Member. Such election may be made with respect to each failure to meet a cash call relating to a Program and Budget, regardless of the frequency of such cash calls, provided such cash calls are made in accordance with Section 11.2.

                11.5.1    The defaulting Member grants to the non-defaulting Member a power of sale as to all or any portion of its Ownership Interest or of its interest in any Assets, upon a default under Sections 11.3 or 11.4. Such power shall be exercised in the manner provided by applicable Law or otherwise in a commercially reasonable manner and upon reasonable notice. If the non-defaulting Member elects to enforce the lien or security interest pursuant to the terms of this Section, the defaulting Member shall be deemed to have waived any available right of redemption, any required valuation or appraisal of the secured property prior to sale, any available right to stay execution or to require a marshaling of assets, and any required bond in the event a receiver is appointed, and the defaulting Member shall be liable for any deficiency.

                11.5.2    The non-defaulting Member may elect to have the defaulting Member's Ownership Interest diluted or eliminated as follows:

                        11.5.2.1    The Reduced Member's Ownership Interest shall be recalculated by dividing: (X) the sum of (1) the value of the Reduced Member's Initial Contribution under Section 3.1, (2) the total of all of the Reduced Member's contributions to the Company under Section 10.5.1 or otherwise pursuant to this Agreement and (3) the amount, if any, the Reduced Member contributed to the adopted current Program and Budget with respect to which the default occurred; by (Y) the sum of (1), (2) and (3) above for both Members; and then multiplying the result by one hundred. For a default which occurs after PSI elects to increase its Ownership Interest by making the Additional Contribution, the recalculated Ownership Interest shall then be further reduced for a default relating to a Program and Budget covering in whole or in part Feasibility Study Operations, by multiplying Recalctiated Ownership Interest by the following percentage: 110%.

The Ownership Interest of the other Member shall be increased by the amount of the reduction in the Ownership Interest of the Reduced Member, including the further reduction under this Section 11.5.2.

                        11.5.2.2    For a default relating to a Program and Budget covering in whole or in part Development or Mining, at the non defaulting Member's election, the defaulting Member shall be deemed to have withdrawn and to have automatically relinquished its interest in the Assets to the non-defaulting Member; provided, however, the defaulting Member shall have the right to receive only from five percent (5%) of the Net Profits, if any, and not from any other source, an amount equal to the Member's Equity Account balance at the time of such default. Upon receipt of such amount the defaulting Member shall thereafter have no further right, title or interest in the Assets.

                        11.5.2.3    Dilution under this Section 11.5.2 shall be effective as of the date of the original default, and Section 10.6 shall not apply. The amount of any Cover Payment under Section 11.4 and interest, or any interest accrued in accordance with Section 11.3, shall be deemed to be amounts contributed by the non-defaulting Member, and not as amounts contributed by the defaulting Member.

                        11.5.2.4    Whenever the Ownership Interests are recalculated pursuant to this Section 11.5.2, (1) the Equity Accounts of both Members shall be adjusted to bear the same ratio to each other as their recalculated Ownership Interests; and (2) the portion of Capital Account attributable to the reduced Ownership Interest of the Reduced Member shall be transferred to the other Member.

11.6    Audits.

                11.6.1    Within sixty (60) days after the end of each calendar year, at the request of a Member, an audit shall be completed by certified public accountants selected by, and independent of, the Manager. The audit shall be conducted in accordance with generally accepted auditing standards and shall cover all books and records maintained by the Manager pursuant to this Agreement, all Assets and Encumbrances, and all transactions and Operations conducted during such calendar year, including production and inventory records and all costs for which the Manager sought reimbursement under this Agreement, together with all other matters customarily included in such audits. All written exceptions to and claims upon the Manager for discrepancies disclosed by such audit shall be made not more than three (3) months after receipt of the audit report, unless either Member elects to conduct an independent audit pursuant to Section 11.6.2 which is ongoing at the end of such three (3) month period, in which case such exceptions and claims may be made within the period provided in Section 11.6.2. Failure to make any such exception or claim within such period shall mean the audit is deemed to

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be correct and binding upon the Members. The cost of all audits under this Section shall be charged to the Business Account.

                11.6.2    Notwithstanding the annual audit conducted by certified public accountants selected by the Manager, each Member shall have the right to have an independent audit of all Company books, records and accounts, including all charges to the Business Account. This audit shall review all issues raised by the requesting Member, with all costs borne by the requesting Member. The requesting Member shall give the other Member thirty (30) days prior notice of such audit. Any audit conducted on behalf of either Member shall be made during the Manager's normal business hours and shall not interfere with Operations. Neither Member shall have the right to audit records and accounts of the Company relating to transactions or Operations more than twenty-four (24) months after the calendar year during which such transactions, or transactions related to such Operations, were charged to the Business Account. All written exceptions to and claims upon the Manager for discrepancies disclosed by such audit shall be made not more than three (3) months after completion and delivery of such audit, or they shall be deemed waived.

12.   Properties.

12.1    Royalties, Production Taxes and Other Payments Based on Production.    All required payments of production royalties, taxes based on production of Products, and other payments out of production to private parties and governmental entities, shall be determined and made by the Company in a timely manner and otherwise in accordance with applicable laws and agreements. The Manager shall furnish to the Members evidence of timely payment for all such required payments. If the Company fails to make any such required payment, any Member shall have the right to make such payment and shall thereby become subrogated to the rights of such third party; provided, however, that the making of any such payment on behalf of the Company shall not constitute acceptance by the paying Member of any liability to such third party for the underlying obligation.

12.2    Abandonment and Surrender.    Either Member may request the Management Committee to authorize the Manager to surrender or abandon part or all of the Properties. At the option of the other Member, the Company shall assign to the objecting Member or such other Person as the objecting Member specifies, by special warranty deed and without cost to the objecting Member, all of the Company's interest in the Properties sought to be abandoned or surrendered, free and clear of all Encumbrances created by, through or under the Company other than those to which both Members have agreed. Upon the assignment, such properties shall cease to be part of the Properties.

13.   Confidentiality, Ownership, Use and Disclosure of Information.

13.1    Business Information.    All Business Information shall be owned jointly by the Members as their Ownership Interests are determined pursuant to this Agreement. Both before and after the termination of the Company, all Business Information may be used by either Member for any purpose, whether or not competitive with the Business, without consulting with, or obligation to, the other Member. Except as provided in Sections 13.3 and 13.4, or with the prior written consent of the other Member, each Member shall keep confidential and not disclose to any third party or the public any portion of the Business Information that constitutes Confidential Information.

13.2    Member Information.    In performing its obligations under this Agreement, neither Member shall be obligated to disclose any Member Information. If a Member elects to disclose Member Information in performing its obligations under this Agreement, such Member Information, together with all improvements, enhancements, refinements and incremental additions to such Member Information that are developed, conceived, originated or obtained by either Member in performing its obligation under this Agreement ("Enhancements"), shall be owned exclusively by the Member that originally developed, conceived, originated or obtained such Member Information. Each Member may use and enjoy the benefits of such Member Information and Enhancements in the conduct of the Business hereunder, but the Member that did not originally develop, conceive, originate or obtain such Member Information may not use such Member Information and Enhancements for any other purpose. Except as provided in Section 13.4, or with the prior written consent of the other Member, which consent may be withheld in such Member's sole discretion, each

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Member shall keep confidential and not disclose to any third party or the public any portion of Member Information and Enhancements owned by the other Member that constitutes Confidential Information.

13.3    Permitted Disclosure of Confidential Business Information.    Either Member may disclose Business Information that is Confidential Information: (l) to a Member's officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Member's performance of its obligations under this Agreement; (2) to any party to whom the disclosing Member contemplates a Transfer of all or any part of its Ownership Interest, for the sole purpose of evaluating the proposed Transfer; (3) to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing Member; or (4) to a third party with whom the disclosing Member contemplates any independent business activity or operation.

        The Member disclosing Confidential Information pursuant to this Section 13.3, shall disclose such Confidential Information to only those parties that have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 13.3 and that have agreed in writing supplied to, and enforceable by, the other Member to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Section 13. Such writing shall not preclude parties described in Section 13.3.2 from discussing and completing a Transfer with the other Member. The Member disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.

13.4    Disclosure Required By Law.    Notwithstanding anything contained in this Section, a Member may disclose any Confidential Information if, in the opinion of the disclosing Member's legal counsel: (1) such disclosure is legally required to be made in a judicial, administrative or governmental proceeding pursuant to a valid subpoena or other applicable order; or (2) such disclosure is legally required to be made pursuant to the rules or regulations of a stock exchange or similar trading market applicable to the disclosing Member.

        Prior to any disclosure of Confidential Information under this Section 13.4, the disclosing Member shall give the other Member at least ten (10) days prior written notice (unless less time is permitted by such rules, regulations or proceeding) and, in making such disclosure, the disclosing Member shall disclose only that portion of Confidential Information required to be disclosed and shall take all reasonable efforts to preserve the confidentiality thereof, including, without limitation, obtaining protective orders and supporting the other Member in intervention in any such proceeding.

13.5    Public Announcements.    Prior to making or issuing any press release or other public announcement or disclosure of Business Information that is not Confidential Information, a Member shall first consult with the other Member as to the content and timing of such announcement or disclosure, unless in the good faith judgment of such Member, there is not sufficient time to consult with the other Member before such announcement or disclosure must be made under applicable Laws; but in such event, the disclosing Member shall notify the other Member, as soon as possible, of the pendency of such announcement or disclosure, and it shall notify the other Member before such announcement or disclosure is made if at all reasonably possible. Any press release or other public announcement or disclosure to be issued by either Member relating to this Business shall also identify the other Member.

14.   Resignation and Dissolution.

14.1    Events of Dissolution.    The Company shall be dissolved upon the occurrence of any of the following:

                14.1.1    Upon expiration of term of this Agreement in accordance with Section 2.5;

                14.1.2    Upon the unanimous written agreement of the Members;

                14.1.3    At the election of either Member upon sixty (60) days notice of termination to the other Member, if the Management Committee fails to adopt a Program and Budget for six (6) months after the expiration of the latest adopted Program and Budget;

                14.1.4    Upon the resignation of a Member pursuant to Section 14.2 or upon the bankruptcy, insolvency, dissolution or assignment for the benefit of creditors of a Member; or

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                14.1.5    As otherwise provided by the Act.

14.2    Resignation.    A Member may elect to resign from the Company by giving notice to the other Member of the effective date of resignation, which shall be the later of the end of the then current Program Period or thirty (30) days after the date of the notice. Upon resignation by a Member, the resigning Member shall be deemed to have transferred to the remaining Member all of its Ownership Interest, including all of its interest in the Assets and its Capital Account, without cost and free and clear of all Encumbrances arising by, through or under such resigning Member, except those described in Section 1.1 of Exhibit A and those to which both Members have agreed. The resigning Member shall execute and deliver all instruments as may be necessary in the reasonable judgment of the other Member to effect the transfer of its interests in the Company and the Assets to the other Member. A resigning Member shall have no right to receive the fair value of his Ownership Interest pursuant to the Act. If within a sixty (60) day period both Members elect to withdraw, then the Company shall instead be deemed to have been terminated by the written agreement of the Members pursuant to Section 14.1.2.

14.3    Disposition of Assets on Dissolution.    Promptly after dissolution under Section 14.1, the Manager shall take all action necessary to wind up the activities of the Company, in accordance with Exhibit C. All costs and expenses incurred in connection with the dissolution of the Company shall be expenses chargeable to the Business Account.

14.4    Filing of Certificate of Cancellation.    Upon completion of the winding up of the affairs of the Company, the Manager shall promptly file a Certificate of Cancellation with the Office of the Secretary of State of the State of Nevada. If the Manager has caused the dissolution of the Company, whether voluntarily or involuntarily, then a person selected by a majority vote of the Members to wind up the affairs of the Company shall file the Certificate of Cancellation.

14.5    Right to Data After Dissolution.    After dissolution of the Company pursuant to Sections 14.1.1, 14.1.2, 14.1.3, or 14.1.5, each Member shall be entitled to make copies of all applicable information acquired hereunder before the effective date of termination not previously furnished to it, but a bankrupt or resigning Member causing a dissolution of the Company pursuant to Section 14.1.4 shall not be entitled to any such copies.

14.6    Continuing Authority.    On dissolution of the Company under Section 14.1, or the deemed resignation of either Member pursuant to Sections 4.1 or 11.5, the Member that was the Manager prior to such dissolution (or the other Member in the event of a resignation by the Manager) shall have the power and authority to do all things on behalf of both Members that are reasonably necessary or convenient to: (1) wind up Operations and (2) complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or resignation, if the transaction or obligation arises out of Operations prior to such termination or resignation. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Company and either or both Members, encumber Assets, and take any other reasonable action in any matter with respect to which the former Members continue to have, or appear or are alleged to have, a common interest or a common liability.

15.   Disputes.

15.1    Governing Law.    Except for matters of title to the Properties or their Transfer, which shall be governed by the law of their situs, this Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada, without regard for any conflict of laws or choice of laws principles that would permit or require the application of the laws of any other jurisdiction.

15.2    Forum Selection.    Any action or proceeding concerning the construction, enforcement or interpretation of the terms of this Agreement or any claim or dispute between the parties shall be commenced and heard in the Second Judicial District Court of the State of Nevada, in and for the County of Washoe, Reno, Nevada. Each Member agrees and submits to the jurisdiction of and venue in the Second Judicial District Court.

15.3    Dispute Resolution.    All disputes arising under or in connection with this Agreement which cannot be resolved by agreement between the Members shall be resolved in accordance with the procedures prescribed in Exhibit I.

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16.   General Provisions.

16.1    Notices.    All notices, payments and other required or permitted communications ("Notices") to either Member shall be in writing, and shall be addressed respectively as follows:

	c/o Vista Gold Corp. 7961 Shaffer Parkway, Suite 5 Littleton, CO 80127
If to Owner:
	Pintail (Nevada) Gold Technology LLC 301 Mica Road Golden, CO 80403

        All Notices shall be given (1) by personal delivery to the Member, (2) by electronic communication, capable of producing a printed transmission, (3) by registered or certified mail return receipt requested, or (4) by overnight or other express courier service. All Notices shall be effective and shall be deemed given on the date of receipt at the principal address if received during normal business hours, and, if not received during normal business hours, on the next business day following receipt, or if by electronic communication, on the date of such communication. Either Member may change its address by Notice to the other Member.

16.2    Gender.    The singular shall include the plural, and the plural the singular wherever the context so requires, and the masculine, the feminine, and the neuter genders shall be mutually inclusive.

16.3    Currency.    All references to "dollars" or "$" shall mean lawful currency of the United States of America.

16.4    Headings.    The subject headings of the Sections and Sections of this Agreement and Exhibits to this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

16.5    Waiver.    The failure of either Member to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit such Member's right thereafter to enforce any provision or exercise any right.

16.6    Modification.    No modification of this Agreement shall be valid unless made in writing and duly executed by both Members.

16.7    Force Majeure.    Except for the obligation to make payments when due hereunder, the obligations of a Member shall be suspended to the extent and for the period that performance is prevented by any cause, whether foreseeable or unforeseeable, beyond its reasonable control, including, without limitation, labor disputes (however arising and whether or not employee demands are reasonable or within the power of the Member to grant); acts of God; Laws, instructions or requests of any government or governmental entity; judgments or orders of any court; inability to obtain on reasonably acceptable terms any public or private license, permit or other authorization; curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation of Environmental Laws; action or inaction by any federal, state or local agency that delays or prevents the issuance or granting of any approval or authorization required to conduct Operations beyond the reasonable expectations of the Member seeking the approval or authorization (including, without limitation, a failure to complete any review and analysis required by the National Environmental Policy Act or any similar state law within six (6) months of initiation of that process); acts of war or conditions arising out of or attributable to war, whether declared or undeclared; riot, civil strife, insurrection or rebellion; fire, explosion, earthquake, storm, flood, sink holes, drought or other adverse weather condition; delay or failure by suppliers or transporters of materials, parts, supplies, services or equipment or by contractors' or subcontractors' shortage of, or inability to obtain, labor, transportation, materials, machinery, equipment, supplies, utilities or services; accidents; breakdown of equipment, machinery or facilities; actions by native rights groups, environmental groups, or other similar special interest groups; or any other cause whether similar or dissimilar to the foregoing. The affected Member shall promptly give notice to the other Member of the suspension of performance, stating therein the nature of the suspension, the reasons therefore, and the expected duration thereof. The affected Member shall resume performance as soon as reasonably possible. During the period of suspension the

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obligations of both Members to advance funds pursuant to Section 11.2 shall be reduced to levels consistent with then current Operations.

16.8    Rule Against Perpetuities.    The Members do not intend that there shall be any violation of the Rule Against Perpetuities, the Rule Against Unreasonable Restraints on the Alienation of Property, or any similar rule. Accordingly, if any right or option to acquire any interest in the Properties, in an Ownership Interest, in the Assets, or in any real property exists under this Agreement, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules. If, however, any such violation should inadvertently occur, the Members agree that a court shall reform that provision in such a way as to approximate most closely the intent of the Members within the limits permissible under such rules.

16.9    Further Assurances.    Each of the Members shall take, from time to time and without additional consideration, such further actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement or as may be reasonably required by lenders in connection with Project Financing.

16.10    Entire Agreement; Successors and Assigns.    This Agreement contains the entire understanding of the Members and supersedes all prior agreements and understandings between the Members relating to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Members.

16.11    Counterparts.    This Agreement may be executed in any number of counterparts, and it shall not be necessary that the signatures of both Members be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument.

        The parties hereto have executed this Agreement as of the Effective Date.

	Hycroft Resources & Development, Inc.		Hycroft Lewis Mine, Inc.
By:	/s/  Title:	By:	/s/  Title:
			Pintail (Nevada) Gold Technology LLC
		By:	/s/  Title:

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Exhibit A

HHLP Project LLC
Operating Agreement

Assets

1.

Owner's Initial Contribution.

a.

License Agreement attached.

b.

Data. See attached list.

2.

PSI's Initial Contribution.

a.

Technology License Agreement attached.

b.

Data. See attached list.

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Exhibit B

HHLP Project LLC
Operating Agreement

Accounting Procedures

        The financing and accounting procedures to be followed by the Manager and the Members under the Agreement are stated below. All capitalized terms in these Accounting Procedures shall have the definition attributed to them in the Agreement, unless defined otherwise.

        The purpose of these Accounting Procedures is to establish equitable methods for determining charges and credits applicable to Operations. It is the intent of the Members that no Member shall lose or profit by reason of the designation of one of them to exercise the duties and responsibilities of the Manager. The Members shall meet and in good faith endeavor to agree upon changes deemed necessary to correct any unfairness or inequity. In the event of a conflict between the provisions of these Accounting Procedures and those of the Agreement, the provisions of the Agreement shall control.

A.    General Provisions.

1.    General Accounting Records.    The Manager shall maintain detailed and comprehensive cost accounting records in accordance with these Accounting Procedures, including general ledgers, supporting and subsidiary journals, invoices, checks and other customary documentation, sufficient to provide a record of revenues and expenditures and periodic statements of financial position and the results of Operations for managerial, tax, regulatory or other financial, regulatory, or legal reporting purposes related to the Company. Such records shall be retained for the duration of the period allowed the Members for audit or the period necessary to comply with tax or other regulatory requirements. The records shall reflect all obligations, advances and credits of the Members.

2.    Cash Management Accounts.    The Manager shall maintain one or more separate cash management accounts for the payment of all expenses and the deposit of all cash receipts for the Company.

3.    Statements and Billings.    The Manager shall prepare statements and bill the Members as provided in Section 11 of the Agreement. Payment of any such billings by a Member, including the Manager, shall not prejudice such Member's right to protest or question the billing's correctness thereof for a period not to exceed twenty-four (24) months following the calendar year during which such billings were received by such Member. All written exceptions to and claims upon the Manager for incorrect charges, billings or statements shall be made upon the Manager within such twenty-four (24) month period. The time period permitted for adjustments shall not apply to adjustments resulting from periodic inventories as provided in Sections E.1 and E.2.

B.    Charges to Business Account.    Subject to the limitations stated below, the Manager shall charge the Business Account with the following:

1.    Property Acquisition Costs, Rentals, Royalties and Other Payments.    All property acquisition and holding costs, including Governmental Fees, filing fees, license fees, costs of permits and assessment work, delay rentals, production royalties, including any required advances, and all other payments made by the Manager which are necessary to acquire or maintain title to the Assets.

2.    Labor and Employee Benefits.

                a.    Salaries and wages of the Manager's employees directly engaged in Operations, including salaries or wages of employees who are temporarily assigned to and directly employed by same.

                b.    The Manager's cost of holiday, vacation, sickness and disability benefits, and other customary allowances applicable to the salaries and wages chargeable under Section B.2a and Section B.12. Such costs may be charged on a "when and as paid basis" or by "percentage assessment" on the amount of salaries and wages. If percentage assessment is used, the rate shall be applied to wages or salaries excluding overtime and bonuses. Such rate shall be based on the Manager's cost experience and it shall be periodically adjusted at least annually to ensure that the total of such charges does not exceed the actual cost thereof to the Manager.

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                c.    The Manager's actual cost of established plans for employees' group life insurance, hospitalization, pension, retirement, stock purchase, thrift, bonus (except production or incentive bonus plans under a union contract based on actual rates of production, cost savings and other production factors, and similar non-union bonus plans customary in the industry or necessary to attract competent employees, which bonus payments shall be considered salaries and wages under Section B.2.a or Section B.12 rather than employees' benefit plans) and other benefit plans of a like nature applicable to salaries and wages chargeable under Sections 2.2.1 or Section 2.12, provided that the plans are limited to the extent feasible to those customary in the industry.

                d.    Cost of assessments imposed by governmental authority that are applicable to salaries and wages chargeable under Section B.2.a, including all penalties except those resulting from the willful misconduct or gross negligence of the Manager.

3.    Materials, Equipment and Supplies.    The cost of materials, equipment and supplies (collectively "Material") purchased from unaffiliated third parties or furnished by a Member as provided in Section C.2. The Manager shall purchase or furnish only so much Material as may be required for immediate use in efficient and economical Operations. The Manager shall also maintain inventory levels of Material at reasonable levels to avoid unnecessary accumulation of surplus stock.

4.    Equipment and Facilities Furnished by Manager.    The cost of machinery, equipment and facilities owned by the Manager and used in Operations or used to provide support or utility services to Operations charged at rates commensurate with the actual costs of ownership and operation of such machinery, equipment and facilities. Such rates shall include costs of maintenance, repairs, other operating expenses, insurance, taxes, depreciation and interest at a rate not to exceed Prime Rate plus three percent (3%) per annum. Such rates shall not exceed the average commercial rates currently prevailing in the vicinity of the Operations.

5.    Transportation.    Reasonable transportation costs incurred in connection with the transportation of employees and material necessary for Operations.

6.    Contract Services and Utilities.    The cost of contract services and utilities procured from outside sources, other than services described in Sections B.9. If contract services are performed by the Manager or a Manager's Affiliate, the cost charged to the Business Account shall not be greater than that for which comparable services and utilities are available in the open market within the vicinity of Operations. The cost of professional consultant services procured from outside sources in excess of Twenty-Five Thousand Dollars ($25,000.00) per annum per contract shall not be charged to the Business Account unless approved by the Management Committee.

7.    Insurance Premiums.    Net premiums paid for insurance required to be carried for Operations for the protection of the Members. When Operations are conducted in an area where the Manager may self-insure for Workers' Compensation and/or Employer's Liability under state law, the Manager may elect to include such risks in its self-insurance program and shall charge its costs of self-insuring such risks to the Business Account provided that such charges shall not exceed published manual rates.

8.    Damages and Losses.    All costs in excess of insurance proceeds necessary to repair or replace damage or losses to any Assets resulting from any cause other than the willful misconduct or gross negligence of the Manager. The Manager shall furnish the Management Committee with written notice of damages or losses as soon as practicable after a report thereof has been received by the Manager.

9.    Legal and Regulatory Expense.    All legal and regulatory costs and expenses incurred in or resulting from Operations or necessary to protect or recover the Assets of the Company, including costs of title investigation and title curative services. All attorney's fees and other legal costs to handle, investigate and settle litigation or claims, and amounts paid in settlement of such litigation or claims in excess of Fifty Thousand Dollars ($50,000.00) per annum shall not be charged to the Business Account unless approved by the Management Committee.

10.    Audit.    Cost of annual audits under Section 11.6.1 of the Agreement.

11.    Taxes.    All taxes, assessments and like charges on Operations and Assets which have been paid by the Manager for the benefit of the Members. Each Member is separately responsible for taxes determined or measured by a Member's sales revenue or net income.

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12.    Office Expenses.    The costs of maintaining and operating an office and any necessary suboffice.

13.    Administrative Charge.

        Each month, the Manager shall charge the Business Account for the actual administrative costs incurred by the Company directly for its activities on the Property.

14.    Environmental Compliance Fund.    Costs of reasonably anticipated Environmental Compliance which, on a Program basis, shall be determined by the Management Committee and shall be based on proportionate contributions in an amount sufficient to establish a fund, which through successive proportionate contributions during the life of the Company, will pay for ongoing Environmental Compliance conducted during Operations and which will aggregate the reasonably anticipated costs of mine closure, post-Operations Environmental Compliance and Continuing Obligations. The Manager shall invest such amounts on behalf of the Members as provided in Section 9.2.19 of the Agreement.

15.    Other Expenditures.    Any reasonable direct expenditure, other than expenditures which are covered by the foregoing provisions, incurred by the Manager for the necessary and proper conduct of Operations.

C.    Basis of Charges to Business Account.

1.    Purchases.    Material purchased and services procured from third parties shall be charged to the Business Account by the Manager at invoiced cost, including applicable transfer taxes, less all discounts taken. If any Material is determined to be defective or is returned to a vendor for any other reason, the Manager shall credit the Business Account when an adjustment is received from the vendor.

2.    Material Furnished by a Member for Use in the Business.    Any Material furnished by a Member for use in the Business or distributed to a Member by the Manager shall be priced on the following basis:

                a.    New Material.    New Material furnished by a Member shall be priced F.O.B. the nearest reputable supply store or railway receiving point, where like Material is available, at the current replacement cost of the same kind of Material, exclusive of any available cash discounts, at the time it is furnished (the "New Price").

                b.    Used Material.

                        (1)    Used Material in sound and serviceable condition and suitable for reuse without reconditioning shall be priced as follows:

                                (a)    Used Material furnished by a Member shall be priced at seventy-five percent (75%) of the New Price;

                                (b)    Used Material distributed to a Member shall be priced (1) at seventy-five percent (75%) of the New Price if such Material was originally charged to the Business Account as new Material, or (2) at sixty-five percent (65%) of the New Price if such Material was originally charged to the Business Account as good used Material at seventy-five percent (75%) of the New Price.

                        (2)    Other used Material that, after reconditioning, will be further serviceable for original function as good secondhand Material, or that is serviceable for original function but not substantially suitable for reconditioning, shall be priced at fifty percent (50%) of New Price. The cost of any reconditioning shall be borne by the transferee.

                        (3)    Bad-Order Material which is no longer usable for its original purpose without excessive repair cost but further usable for some other purpose shall be priced on a basis comparable with items normally used for that purpose.

                        (4)    All other Material, including junk, shall be priced at a value commensurate with its use or at prevailing prices.

                c.    Obsolete Material.    Any Material that is serviceable and usable for its original function, but its condition is not equivalent to that which would justify a price as provided above, shall be priced by the Management Committee. Such price shall be set at a level that will result in a charge to the Business Account equal to the value of the service to be rendered by such Material.

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3.    Premium Prices.    Whenever Material is not readily obtainable at published or listed prices because of national emergencies, strikes or other unusual circumstances over which the Manager has no control, the Manager may charge the Business Account for the required Material on the basis of the Manager's direct cost and expenses incurred in procuring such Material and making it suitable for use. The Manager shall give written notice of the proposed charge to the Members before the time when such charge is to be billed, whereupon a Member shall have the right, by notifying the Manager within ten days of the delivery of the notice from the Manager, to furnish at the usual receiving point all or part of its share of Material suitable for use and acceptable to the Manager.

4.    Warranty of Material Furnished by the Manager or Members.    No Member warrants any Material furnished beyond any dealer's or manufacturer's warranty and no credits shall be made to the Business Account for defective Material until adjustments are received by the Manager from the dealer, manufacturer or their respective agents.

D.    Disposal of Material.

1.    Disposition Generally.    The Manager shall have no obligation to purchase a Member's interest in Material. The Management Committee shall determine the disposition of major items of surplus Material, provided the Manager shall have the right to dispose of normal accumulations of junk and scrap Material either by sale or by transfer to the Members as provided in Section C.2.b.4.

2.    Distribution to Members.    Any Material to be distributed to the Members shall be made in proportion to their respective Participating Interests, and corresponding credits shall be made to the Business Account on the basis provided in Section B.

3.    Sales.    Sales of Material to third parties shall be credited to the Business Account at the net amount received. Any damages or claims by the Purchaser shall be charged back to the Business Account if and when paid.

E.    Inventories.

1.    Periodic Inventories, Notice and Representations.    At reasonable intervals, inventories shall be taken by the Manager, which shall include all such Material as is ordinarily considered controllable by operators of mining properties and the expense of conducting such periodic inventories shall be charged to the Business Account. The Manager shall give written notice to the Members of its intent to take any inventory at least thirty (30) days before such inventory is scheduled to take place. A Member shall be deemed to have accepted the results of any inventory taken by the Manager if the Member fails to be represented at such inventory.

2.    Reconciliation and Adjustment of Inventories.    Reconciliation of inventory with charges to the Business Account shall be made, and a list of overages and shortages shall be furnished to the Management Committee within six (6) months after the inventory is taken. Inventory adjustments shall be made by the Manager to the Business Account for overages and shortages, but the Manager shall be held accountable to the Company only for shortages due to lack of reasonable diligence.

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Exhibit C

HHLP Project LLC
Operating Agreement
Tax Matters

A.    Effect of This Exhibit.    This Exhibit shall govern the relationship of the Members and the Company with respect to tax matters and the other matters which this Exhibit addresses. Except as otherwise indicated, capitalized terms used in this Exhibit shall have the meanings given to them in the Agreement. In the event of a conflict between this Exhibit and the other provisions of the Agreement, the terms of this Exhibit shall control.

B.    Tax Matters Partner.

1.    Designation of Tax Matters Partner.    The Manager is designated the tax matters partner (the "TMP") as defined in Section 6231(a)(7) of the Internal Revenue Code of 1986 ("the Code") and shall be responsible for, make elections for, and prepare and file any federal and state tax returns or other required tax forms following approval of the Management Committee. In the event of any change in Manager, the Member serving as Manager at the end of a taxable year shall continue as TMP with respect to all matters concerning such year unless the TMP for that year is required to be changed pursuant to applicable Treasury Regulations. The TMP and each other Member shall use reasonable best efforts to comply with the responsibilities outlined in this Section 2 and in Sections 6221 through 6233 of the Code (including any Treasury regulations promulgated thereunder) and in doing so shall incur no liability to any other party.

2.    Notice.    Each Member shall furnish the TMP with such information (including information specified in Section 6230(e) of the Code) as it may reasonably request to permit it to provide the Internal Revenue Service with sufficient information to allow proper notice to the Members in accordance with Section 6223 of the Code. The TMP shall keep each Member informed of all administrative and judicial proceedings for the adjustment at the partnership level of partnership items in accordance with Section 6223(g) of the Code.

3.    Inconsistent Treatment of Tax Item.    If an administrative proceeding contemplated under Section 6223 of the Code has begun, and the TMP so requests, each Member shall notify the TMP of its treatment of any partnership item on its federal income tax return that is inconsistent with the treatment of that item on the partnership return.

4.    Extensions of Limitation Periods.    The TMP shall not enter into any extension of the period of limitations as provided under Section 6229 of the Code without first giving reasonable advance notice to each other Member of such intended action.

5.    Requests for Administrative Adjustments.    No Member shall file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of partnership items for any taxable year of the Company without first notifying each other Member. If each other Member agrees with the requested adjustment, the TMP shall file the request for administrative adjustment on behalf of the Company. If consent is not obtained within thirty (30) days after notice from the proposing Member, or within the period required to timely file the request for administrative adjustment, if shorter, a Member, including the TMP, may file that request for administrative adjustment on its own behalf.

6.    Judicial Proceedings.    A Member intending to file a petition under Section 6226, 6228 or other sections of the Code with respect to any partnership item, or other tax matters involving the Company, shall notify each other Member of such intention and the nature of the contemplated proceeding. If the TMP is the Member intending to file such petition, such notice shall be given within a reasonable time to allow each other Member to participate in the choosing of the forum in which such petition will be filed. If all Members do not agree on the appropriate forum, then the appropriate forum shall be decided in accordance with Section 8.2 of the Agreement. If a deadlock results, the TMP shall choose the forum. If a Member intends to seek review of any court decision rendered as a result of a proceeding instituted under the preceding part of this Section, each such Member shall notify each other Member of such intended action.

7.    Settlements.    The TMP shall not bind any other Member to a settlement agreement without first obtaining the written consent of any such Member. A Member who enters into a settlement agreement for its own account with respect to any partnership items, as defined by Section 6231(a)(3) of the Code, shall notify each other Member of such settlement agreement and its terms within ninety (90) days from the date of settlement.

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8.    Fees and Expenses.    The TMP shall not engage legal counsel, certified public accountants, or others without the prior consent of the Management Committee. A Member may engage legal counsel, certified public accountants, or others in its own behalf and at its sole cost and expense. Any reasonable item of expense, including but not limited to fees and expenses for legal counsel, certified public accountants, and others which the TMP incurs (after proper consent by the Management Committee as provided above) in connection with any audit, assessment, litigation, or other proceeding regarding any partnership item, shall constitute proper charges to the Business Account and shall be borne by the Members as any other item which constitutes a direct charge to the Business Account pursuant to the Agreement.

9.    Survival.    The provisions of the foregoing Sections, including but not limited to the obligation to pay fees and expenses contained in Section B.8, shall survive the termination of the Company or the termination of a Member's interest in the Company and shall remain binding on the Members for a period of time necessary to resolve with the Internal Revenue Service or the Department of the Treasury any and all matters regarding the federal income taxation of the Company for the applicable tax year(s).

C.    Tax Elections and Allocations.

1.    Company Election.    It is understood and agreed that the Members intend to create a partnership for United States federal and state income tax purposes, and, unless otherwise agreed to hereafter by all Members, no Member shall take any action to change the status of the Company as a partnership under Treas. Reg. § 1.7701-3 or similar provision of state law. It is understood and agreed that the Members intend to create a partnership for federal and state income tax purposes only. The Manager shall file with the appropriate office of the Internal Revenue Service a partnership income tax return covering the Operations. The Members recognize that the Agreement may be subject to state income tax statutes. The Manager shall file with the appropriate offices of the state agencies any required partnership state income tax returns. Each Member agrees to furnish to the Manager any information it may have relating to Operations as shall be required for proper preparation of such returns. The Manager shall furnish to each other Member for its review a copy of each proposed income tax return at least two weeks prior to the date the return is filed.

2.    Tax Elections.    The Company shall make the following elections for purposes of all partnership income tax returns:

                a.    To use the accrual method of accounting.

                b.    Pursuant to the provisions at Section 706(b)(1) of the Code, to use as its taxable year the year ended December 31. In this connection, Owner represents that its taxable year is the year ending December 31 and PSI represents that its taxable year is the year ending December 31.

                c.    To deduct currently all development expenses to the extent possible under Section 616 of the Code.

                d.    Unless the Members unanimously agree otherwise, to compute the allowance for depreciation in respect of all depreciable Assets using the maximum accelerated tax depreciation method and the shortest life permissible or, at the election of the Manager, using the units of production method of depreciation.

                e.    To treat advance royalties as deductions from gross income for the year paid or accrued to the extent permitted by law.

                f.    To adjust the basis of property of the Company under Section 754 of the Code at the request of a Member;

                g.    To amortize over the shortest permissible period all organizational expenditures and business start-up expenses under Sections 195 and 709 of the Code;

        Any other election required or permitted to be made by the Company under the Code or any state tax law shall be made as determined by the Management Committee.

        Each Member shall elect under Section 617(a) of the Code to deduct currently all exploration expenses. Each Member reserves the right to capitalize its share of development and/or exploration expenses of the Company in accordance with Section 59(e) of the Code, provided that a Member's election to capitalize all or any portion of such expenses shall not affect the Member's Capital Account.

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3.    Allocations to Members.    Allocations for Capital Account purposes shall be in accordance with the following:

                a.    Exploration expenses and development cost deductions shall be allocated among the Members in accordance with their respective contributions to such expenses and costs.

                b.    Depreciation and amortization deductions with respect to a depreciable Asset shall be allocated among the Members in accordance with their respective contributions to the adjusted basis of the Asset which gives rise to the depreciation, amortization or loss deduction.

                c.    Production and operating cost deductions shall be allocated among the Members in accordance with their respective contributions to such costs.

                d.    Deductions for depletion (to the extent of the amount of such deductions that would have been determined for Capital Account purposes if only cost depletion were allowable for federal income tax purposes) shall be allocated to the Members in accordance with their respective contributions to the adjusted basis of the depletable property. Any remaining depletion deductions shall be allocated to the Members so that, to the extent possible, the Members receive the same total amounts of percentage depletion as they would have received if percentage depletion were allocated to the Members in proportion to their respective shares of the gross income used as the basis for calculating the federal income tax deduction for percentage depletion.

                e.    Subject to Section C.3.g. below, gross income on the sale of production shall be allocated in accordance with the Members' rights to share in the proceeds of such sale.

                f.    Except as provided in Section C.3.g., below, gain or loss on the sale of a depreciable or depletable asset shall be allocated so that, to the extent possible, the net amount reflected in the Members' Capital Account with respect to such property (taking into account the cost of such property, depreciation, amortization, depletion or other cost recovery deductions and gain or loss) most closely reflects the Members' Ownership Interests.

                g.    Gains and losses on the sale of all or substantially all the Assets of the Company shall be allocated so that, to the extent possible, the Members' resulting Capital Account balances are in the same ratio as their Ownership Interests at the time of such sale.

                h.    The Members acknowledge that expenses and deductions allocable under the preceding provisions of this Section may be required to be capitalized into production under Section 263A of the Code. With respect to such capitalized expenses or deductions, the allocation of gross income on the sale of production shall be adjusted, in any reasonable manner consistently applied by the Manager, so that the same net amount (subject possibly to timing differences) is reflected in the Capital Accounts as if such expenses or deductions were instead deductible and allocated pursuant to the preceding provisions of this Section.

                i.    All deductions and losses that are not otherwise allocated in this Section shall be allocated among the Members in accordance with their respective contributions to the costs producing each such deduction or to the adjusted basis of the Asset producing each such loss.

                j.    Any recapture of exploration expenses under Section 617(b)(1)(A) of the Code, and any disallowance of depletion under Section 617(b)(1)(B) of the Code, shall be borne by the Members in the same manner as the related exploration expenses were allocated to, or claimed by, them.

                k.    All other items of income and gain shall be allocated to the Members in accordance with their Ownership Interests.

                1.    If a reduced Ownership Interest is restored pursuant to Section 10.6 of the Agreement, the Manager shall endeavor to allocate items of income, gain, loss, and deduction (in the same year as the restoration of such Ownership Interest or, if necessary, in subsequent years) so as to cause the Capital Account balances of the Members to be the same as they would have been if the restored Ownership Interest had never been reduced.

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                m.    If the Members' Ownership Interests change during any taxable year of the Company, the distributive share of items of income, gain, loss and deduction of each Member shall be determined in any manner (1) permitted by Section 706 of the Code, and (2) agreed by all Members. If the Members cannot agree on a method, the method shall be determined by the Manager in consultation with the Company's tax advisers, with preference given to the interim closing-of-the-books method except where application of that method would result in undue administrative expense in relationship to the amount of the items to be allocated.

                n.    For purposes of this Section C.3, items financed through indebtedness of, or from revenues of, the Company shall be treated as funded from contributions made by the Members to the Company in accordance with their Ownership Interests. "Nonrecourse deductions," as defined by Treas. Reg. § 1.704-2(b)(l) shall be allocated among the Members in proportion to their Ownership Interests.

4.    Regulatory Allocations.    Notwithstanding the provisions of Section C.3 to the contrary, the following special allocations shall be given effect for purposes of maintaining the Members' Capital Accounts.

                a.    If a Member unexpectedly receives any adjustments, allocations, or distributions described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4), § 1.704-1(b)(2)(ii)(d)(5) or § 1.704-1(b)(2)(ii)(d)(6), which result in a deficit Capital Account balance, items of income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Capital Account deficit of such Member as quickly as possible. For the purposes of this Section C.4.a, each Member's Capital Account balance shall be increased by the sum of (1) the amount such Member is obligated to restore pursuant to any provision of the Agreement, and (2) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treas. Reg. §§ 1.704-2(g)(1) and 1.704-2(i)(5).

                b.    If there is a net decrease in partnership minimum gain for a taxable year of the Company, each Member shall be allocated items of income and gain for that year equal to that Member's share of the net decrease in partnership minimum gain, all in accordance with Treas. Reg. § 1.704-2(f). If, during a taxable year of the Company, there is a net decrease in partner nonrecourse debt minimum gain, any Member with a share of that partner nonrecourse debt minimum gain as of the beginning of the year shall be allocated items of income and gain for the year (and, if necessary, for succeeding years) equal to that partner's share of the net decrease in partner nonrecourse debt minimum gain, all in accordance with Treas. Reg. § 1.704 2(i)(4). Pursuant to Treas. Reg. § 1.704-2(i)(1), deductions attributable to "partner nonrecourse liability" shall be allocated to the Member that bears the economic risk of loss for such liability (or is treated as bearing such risk).

                c.    If the allocation of deductions to a Member would cause such Member to have a deficit Capital Account balance at the end of any taxable year of the Company (after all other allocations provided for in this Section C.4 have been made and after giving effect to the adjustments described in Section C.4.a), such deductions shall instead be allocated to each other Member.

5.    Curative Allocations.    The allocations stated in Section C.4 (the "Regulatory Allocations") are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of income, gain, loss or deduction pursuant to this Section. Therefore, notwithstanding any other provisions of this Section 3 (other than the Regulatory Allocations), the Manager shall make such offsetting special allocations of income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all items were allocated pursuant to Section C.3 without regard to Section C.4.

6.    Tax Allocations.    Except as otherwise provided in this Section C.6, items of taxable income, deduction, gain and loss shall be allocated in the same manner as the corresponding item is allocated for book purposes under Sections C.3, C.4 and C.5 of the corresponding item determined for Capital Account purposes.

                a.    Recapture of tax deductions arising out of a disposition of property shall, to the extent consistent with the allocations for tax purposes of the gain or amount realized giving rise to such recapture, be allocated to the Members in the same proportions as the recaptured deductions were originally allocated or claimed.

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                b.    To the extent required by Section 704(c) of the Code, income, gain, loss, and deduction with respect to property contributed to the Company by a Member shall be shared among the Members so as to take account of the variation between the basis of the property to the Company and its fair market value at the time of contribution. The Members intend that Section 704(c) shall effect no allocations of tax items that are different from the allocations under Sections C.3, C.4 and C.5 of the corresponding items for Capital Account purposes; provided that gain or loss on the sale of property contributed to the Company shall be allocated to the contributing member to the extent of built-in gain or loss, respectively, as determined under Treas. Reg. § 1.704-3(a). However, to the extent that allocations of other tax items are required pursuant to Section 704(c) of the Code to be made other than in accordance with the allocations under Sections C.3, C.4 and C.5 of the corresponding items for Capital Account purposes, Section 704(c) shall be applied in accordance with the method available under Treas. Reg. § 1.704-3 which most closely approximates the allocations stated in Sections C.3, C.4 and C.S.

                c.    Depletion deductions with respect to contributed property shall be determined without regard to any portion of the property's basis that is attributable to precontribution expenditures by Owner that were capitalized under Code Sections 616(b), 59(e) and 291(b). Deductions attributable to precontribution expenditures by Owner shall be calculated under such Code Sections as if Owner continued to own the depletable property to which such deductions are attributable, and such deductions shall be reported by the Company and shall be allocated solely to Owner.

                d.    The Members understand the allocations of tax items stated in this Section C.6, and agree to report consistently with such allocations for federal and state tax purposes.

D.    Capital Accounts; Liquidation

1.    Capital Accounts.

                a.    A separate Capital Account shall be established and maintained by the TMP for each Member. Such Capital Account shall be increased by (1) the amount of money contributed by the Member to the Company, (2) the fair market value of property contributed by the Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Code Section 752) and (3) allocations to the Member under Sections C.3, C.4 and C.5 of Company income and gain (or items thereof), including income and gain exempt from tax; and shall be decreased by (4) the amount of money distributed to the Member by the Company, (5) the fair market value of property distributed b the Member by the Company (net of liabilities secured by such distributed property and that the Member is considered to assume or take subject to under Code Section 752), (6) allocations to the Member under Sections C.3, C.4 and C.5 of expenditures of the Company not deductible in computing its taxable income and not properly chargeable to a Capital Account, and (7) allocations of Company loss and deduction (or items thereof), excluding items described in (8) above and percentage depletion to the extent it exceeds the adjusted tax basis of the depletable property to which it is attributable. The Members agree that the net fair market value of the property contributed by Owner to the Company pursuant to Section 3.1 of the Agreement is

                b.    In the event that the Capital Accounts of the Members are computed with reference to the book value of any Asset which differs from the adjusted tax basis of such Asset, then the Capital Accounts shall be adjusted for depreciation, depletion, amortization and gain or loss as computed for book purposes with respect to such Asset in accordance with Treas. Reg. § 1.704-1(b) (2)(iv)(g)    •    

                c.    In the event any interest in the Company is transferred in accordance with the terms of the Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest, except as provided in Treas. Reg. § 1.704-1(b)(2)(iv)(l).

                d.    In the event property, other than money, is distributed to a Member, the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Members if there was a taxable disposition of such property for the fair market value of such property (taking Section 7701(g) of the Code into account) on the date of distribution. For this purpose the fair market value of the property shall be determined as stated in Section D.2.a below.

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                e.    In the event the Management Committee designates a Supplemental Business Arrangement area within the Area of Interest as described in Section 10.13 of the Agreement, the Management Committee shall appropriately segregate Capital Accounts to reflect that designation and shall make such other modifications to the Agreement as are appropriate to reflect the manner of administering Capital Accounts in accordance with the terms of this Exhibit C.

                f.    Owner is contributing to the Agreement certain depletable properties with respect to which Owner currently has an adjusted tax basis which may consist in part of depletable expenditures and in part of expenditures capitalized under Code Sections 616(b), 291(b) and/or 59(e). For purposes of maintaining the Capital Accounts, the Company's deductions with respect to contributed property in each year for (1) depletion, (2) deferred development expenditures under Section 616(b) attributable to pre-contribution expenditures, (3) amortization under Section 291(b) attributable to pre-contribution expenditures, and (4) amortization under Section 59(e) attributable to pre-contribution expenditures shall be the amount of the corresponding item determined for tax purposes pursuant to Section C.6.c multiplied by the ratio of (1) the book value at which the contributed property is recorded in the Capital Accounts to (2) the adjusted tax basis of the contributed property (including basis resulting from capitalization of pre-contribution development expenditures under Sections 616(b), 291(b), and 59(e)).

                g.    The foregoing provisions, and the other provisions of the Agreement relating to the maintenance of Capital Accounts and the allocations of income, gain, loss, deduction and credit, are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Management Committee shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such Regulations, the Management Committee may make such modification, provided that it is not likely to have a material effect on the amount distributable to a Member upon liquidation of the Company pursuant to Section D.2.

                h.    If the Members so agree, upon the occurrence of an event described in Treas. Reg. § 1.704-1(b)(2)(iv)(5), the Capital Accounts shall be restated in accordance with Treas. Reg. § 1.704-1(b)(2)(iv)(f) to reflect the manner in which unrealized income, gain, loss or deduction inherent in the assets of the Company (that has not been reflected in the Capital Accounts previously) would be allocated among the Members if there were a taxable disposition of such assets for their fair market values, as determined in accordance with Section D.2.a. For purposes of Section C.3, a Member shall be treated as contributing the portion of the book value of any property that is credited to the Member's Capital Account pursuant to the preceding sentence. Following a revaluation pursuant to this Section D.1.h, the Members' shares of depreciation, depletion, amortization and gain or loss, as computed for tax purposes, with respect to property that has been revalued pursuant to this Section D.1.h shall be determined in accordance with the principles of Code Section 704(c) as applied pursuant to the final sentence of Section C.6.b.

2.    Liquidation.    In the event the Company is dissolved pursuant to Section 14.1 of the Agreement then, notwithstanding any other provision of the Agreement to the contrary, the following steps shall be taken (after taking into account any transfers of Capital Accounts pursuant to Sections 3.2, 4.1 or 14.2 of the Agreement):

                a.    The Capital Accounts of the Members shall be adjusted to reflect any gain or loss which would be realized by the Company and allocated to the Members pursuant to the provisions of Section C of this Exhibit C if the Assets had been sold at their fair market value at the time of liquidation. The fair market value of the Assets shall be determined by agreement of all Members provided, however, that in the event that the Members fail to agree on the fair market value of any Asset, its fair market value shall be determined by a nationally recognized independent engineering firm or other qualified independent party approved by all Members.

                b.    After making the foregoing adjustments and/or contributions, all remaining Assets shall be distributed to the Members in accordance with the balances in their Capital Accounts (after taking into account all allocations under Section C, including Section C.3.g). Unless otherwise expressly agreed by the Members, each Member shall receive an undivided interest in each and every Asset detennined by the ratio of the amount in each Member's Capital Account to the total of both of the Members' Capital Accounts. Assets distributed to the Members shall be deemed to have a fair market value equal to the value assigned to them pursuant to Section D.2.a above.

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                c.    All distributions to the Members in respect of their Capital Accounts shall be made in accordance with the time requirements of Treas. Reg. §§ 1.704-1(b)(2)(ii)(b)(2) and (3).

3.    Deemed Terminations.    Notwithstanding the provisions of Section D.2, if the "liquidation" of the Company results from a deemed termination under Section 708(b)(1)(B) of the Code, then (1) Sections D.2.a and D.2.b shall not apply, (2) the Company shall be deemed to have contributed its assets to a new partnership in exchange for an interest therein, and immediately thereafter, distributing interests to the purchasing party and the non-transferring Members in proportion to their interests in the Company's liquidation, (3) the new partnership shall continue pursuant to the terms of the Agreement and this Exhibit.

E.    Sale or Assignment.    The Members agree that if either one of them makes a sale or assignment of its Ownership Interest under the Agreement, and such sale or assignment causes a termination under Section 708(b)(1)(B) of the Code, the terminating Member shall indemnify the non-terminating Member and save it harmless on an after-tax basis for any increase in taxes to the non-terminating Member caused by the termination of the Company.

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Exhibit D

HHLP Project LLC
Operating Agreement

Definitions

        "Act" means Chapter 86 of the Nevada Revised Statutes.

        "Affiliate" means any person, partnership, limited liability company, joint venture, corporation, or other form of enterprise which Controls, is Controlled by, or is under common Control with a Member.

        "Agreement" means this HHLP Project LLC Operating Agreement, including all amendments and modifications, and all schedules and exhibits, all of which are incorporated by this reference.

        "Approved Alternative" means a Development and Mining alternative selected by the Management Committee from various Development and Mining alternatives analyzed in the Pre-Feasibility Studies.

        "Assets" means the Properties, Products, Business Information, and all other real and personal property, tangible and intangible, including existing or after-acquired properties and all contract rights held for the benefit of the Members.

        "Budget" means a detailed estimate of all costs to be incurred and a schedule of cash advances to be made by the Members with respect to a Program.

        "Business" means the conduct of the business of the Company in furtherance of the purposes stated in Section 2.3 and in accordance with this Agreement.

        "Business Account" means the account maintained by the Manager for the Business in accordance with Exhibit B.

        "Business Information" means the terms of this Agreement, and any other agreement relating to the Business, the Existing Data, and all information, data, knowledge and know-how, in whatever form and however communicated (including, without limitation, Confidential Information), developed, conceived, originated or obtained by either Member in performing its obligations under this Agreement. The term "Business Information" shall not include any improvements, enhancements, refinements or incremental additions to Member Information that are developed, conceived, originated or obtained by either Member in performing its obligations under this Agreement.

        "Capital Account" means the account maintained for each Member in accordance with Exhibit C.

        "Company" means HHLP Project LLC, a Nevada limited liability company formed in accordance with, and governed by, this Agreement.

        "Confidential Information" means all information, data, knowledge and know-how (including, but not limited to, formulas, patterns, compilations, programs, devices, methods, techniques and processes) that derives independent economic value, actual or potential, as a result of not being generally known to, or readily ascertainable by, third parties and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, including without limitation all analyses, interpretations, compilations, studies and evaluations of such information, data, knowledge and know-how generated or prepared by or on behalf of either Member.

        "Continuing Obligations" mean obligations or responsibilities that are reasonably expected to continue or arise after Operations on a particular area of the Properties have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance.

        "Control" used as a verb means, when used with respect to an entity, the ability, directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity through (i) the legal or beneficial ownership of voting securities or membership interests; (ii) the right to appoint managers, directors or corporate management; (iii) contract; (iv) operating agreement; (v) voting trust; or otherwise; and, when used with respect to a person, means the actual or legal ability to control the actions of

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another, through family relationship, agency, contract or otherwise; and "Control" used as a noun means an interest which gives the holder the ability to exercise any of the foregoing powers.

        "Cover Payment" shall have the meaning as stated in Section 11.4 of the Agreement.

        "Development" means all preparation (other than Exploration) for the removal and recovery of Products, including construction and installation of a mill or any other improvements to be used for the mining, handling, milling, processing, or other beneficiation of Products, and all related Environmental Compliance.

        "Effective Date" means the date stated in the preamble to this Agreement.

        "Encumbrance" or "Encumbrances" means mortgages, deeds of trust, security interests, pledges, liens, net profits interests, royalties or overriding royalty interests, other payments out of production, or other burdens of any nature.

        "Environmental Compliance" means actions performed during or after Operations to comply with the requirements of all Environmental Laws or contractual commitments related to reclamation of the Properties or other compliance with Environmental Laws.

        "Environmental Compliance Fund" means the account established pursuant to Section 2.14 of Exhibit B.

        "Environmental Laws" means Laws aimed at reclamation or restoration of the Properties; abatement of pollution; protection of the environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural or historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including without limitation, ambient air, surface water and groundwater; and all other Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.

        "Environmental Liabilities" means any and all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursements, or expenses (including, without limitation, attorneys' fees and costs, experts' fees and costs, and consultants' fees and costs) of any kind or of any nature whatsoever that are asserted against a Member, by any person or entity other than the other Members, alleging liability (including, without limitation, liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, containment costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or tines) arising out of, based on or resulting from (1) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above the Properties and/or emanating or migrating and/or threatening to emanate or migrate from the Properties to off-site properties; (2) physical disturbance of the environment; or (3) the violation or alleged violation of any Environmental Laws.

        "Equity Account" means the account maintained for each Member by the Manager in accordance with Section 9.2.15 of the Agreement.

        "Existing Data" means maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other material information developed in operations on the Properties before the Effective Date.

        "Expansion" or "Modification" means (1) a material increase in mining or production capacity; (2) a material change in the recovery process; or (3) a material change in waste or tailings disposal methods. An increase or change shall be deemed "material" if it is anticipated to cost more than 50% of original capital costs attributable to the Development of the mining or production capacity, recovery process or waste or tailings disposal facility to be expanded or modified.

        "Exploration" means all activities directed toward ascertaining the existence, location, quantity, quality or commercial value of deposits of Products, including but not limited to additional drilling required after discovery of potentially commercial mineralization, and including related Enviromnental Compliance.

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        "Feasibility Contractors" means one or more engineering firms approved by the Management Committee for purposes of preparing or auditing any Pre-Feasibility Study or Feasibility Study.

        "Feasibility Study" means a report to be prepared following selection by the Management Committee of one or more Approved Alternatives. The Feasibility Study shall include a review of information presented in any Pre-Feasibility Studies concerning the Approved Alternative(s). The Feasibility Study shall be in a form and of a scope generally acceptable to reputable financial institutions that provide financing to the mining industry.

        "Governmental Fees" means all location fees, mining claim rental fees, mining claim maintenance payments and similar payments required by Law to locate and hold unpatented mining claims.

        "Initial Capital Contribution" means that contribution each Member has made or agrees to make pursuant to Section 3.1 of the Agreement.

        "Law" or "Laws" means all applicable federal, state and local laws (statutory or common), rules, ordinances, regulations, grants, concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature.

        "Management Committee" means the committee established under Section 8 of the Agreement.

        "Manager" means the Member appointed under Section 9 of the Agreement to manage Operations, or any successor Manager.

        "Member" means Owner or PSI, any permitted successor or assign of Owner or PSI, or any other person admitted as a Member of the Company under this Agreement.

        "Member Information" means all information, data, knowledge and know-how, in whatever form and however communicated (including, without limitation, Confidential Information but excluding the Existing Data), which, as shown by written records, was developed, conceived, originated or obtained by a Member: (1) before entering into this Agreement, or (2) independent of its performance under the terms of this Agreement.

        "Mining" means the mining, extracting, producing, beneficiating, handling, milling or other processing of Products.

        "Net Profits" means certain amounts calculated as provided in Exhibit E, which may be payable to a Member under Sections 4.1 or 11.5.2 of the Agreement.

        "Operations" means the activities carried out by the Company under this Agreement.

        "Ownership Interest" means the percentage interest representing the ownership interest of a Member in the Company, and all other rights and obligations arising under this Agreement, as such interest may from time to time be adjusted hereunder. Ownership Interests shall be calculated to three decimal places and rounded to two decimal places as follows: Decimals of .005 or more shall be rounded up (e.g., 1.519% rounded to 1.52%); decimals of less than .005 shall be rounded down (e.g., 1.514% rounded to 1.51%). The initial Ownership Interests of the Members are stated in Section 4.1 of the Agreement.

        "Prime Rate" means the interest rate quoted and published as "Prime" as published in The Wall Street Journal, under the heading "Money Rate," as the rate may change from day to day.

        "Products" means all ores, minerals and mineral resources produced from the Properties.

        "Program" means a description in reasonable detail of Operations to be conducted and objectives to be accomplished by the Manager for a period determined by the Management Committee.

        "Program Period" means the time period covered by an adopted Program and Budget.

        "Project Financing" means any financing approved by the Management Committee and obtained by the Members for the purpose of placing a mineral deposit situated on the Properties into commercial production, but shall not include any such financing obtained individually by either Member to finance payment or performance of its obligations under the Agreement.

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        "Properties" means the processed ore from the Hycroft Mine situated on Heap Leach Pads 1, 2, 3 and 4, the license granted to the Company by Hycroft Resources & Development, Inc. and Hycroft Lewis Mine, Inc. described in Exhibit A, and the other rights of ingress, egress and use granted to the Company by Hycroft Resources & Development, Inc. and Hycroft Lewis Mine, Inc. that are acquired and held subject to this Agreement.

        "Recalculated Ownership Interest" means the reduced Ownership Interest of a Member as recalculated under Section 10.5, 10.6 or 11.5 of the Agreement.

        "Reduced Member" means a Member whose Ownership Interest is reduced under Section 10.5, 10.6 or 11.5 of the Agreement.

        "Transfer" means, when used as a verb, to sell, grant, assign or create an Encumbrance, pledge or otherwise convey, or dispose of or commit to do any of the foregoing, or to arrange for substitute performance by an Affiliate or third party (except as permitted under Section 9.2.10 and Section 9.6 of the Agreement), either directly or indirectly; and, when used as a noun, means such a sale, grant, assignment, Encumbrance, pledge or other conveyance or disposition, or such an arrangement.

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Exhibit E

HHLP Project LLC
Operating Agreement

Net Profits Calculation

1.     Income and Expenses.    Net Profits shall be calculated by deducting from the gross revenues received (or deemed to be received) from the sale (or deemed sale) of minerals, the costs and expenses reasonably incurred in the processing, production, sale and transportation of minerals, including without limitation:

        1.1    All costs (including the full amount of capital expenditures required for development of the Properties) and expenses of installing, replacing, expanding, modifying, altering or changing from time to time any mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connectim with workings other than the Properties shall be charged to the Properties only in the proportion that their use in connection with the Properties bears to their total use.

        1.2    Ad valorem real property taxes, and all taxes, other than income taxes, applicable to the acquisition, exploration, development, and mining of the Properties, including without limitation all mining taxes, sales taxes, severance taxes, federal annual mining claim rental fees, royalties, license fees and governmental levies of a similar nature.

        1.3    All expenses incurred relative to the marketing and sale of minerals, including an allowance for commissions at rates which are normal and customary in the industry.

        1.4    All amounts payable to the operator of the Properties during mining pursuant to any applicable operating or similar agreement in force with respect to mining.

        1.5    Reclamation costs and the costs of establishment of a fund or acquisition of a surety bond to secure performance of reclamation.

        1.6    All costs, obligations, liabilities and expenses incurred by the operator in connection with or for the benefit of the Properties and all operations including, without limitation, the costs of salaries and wages including actual labor overhead expenses (for fringe benefits and the like) of all employees of the operator engaged directly in connection with or for the benefit of the Properties and all operations.

        1.7    All expenditures (including the full amount of capital expenditures required for development of the Properties) for exploration, development, or mining of the Properties, to the extent not otherwise described.

        1.8    Costs and expenses for the use of machinery, equipment and supplies, including inventory, required for acquisition, exploration, development, mining and marketing activities; provided, however, that if the operator of the Properties uses its own equipment, the charges shall be no greater than on terms available from third parties in the vicinity of the Properties.

        1.9    Travel expenses and expenses of transportation of employees, material, equipment and supplies necessary or convenient for the conduct of acquisition, exploration, development, mining and marketing activities.

        1.10    All payments to contractors, including payments for work on acquisition, exploration, development, mining and marketing activities.

        1.11    Costs of testing and analyses and any other costs incurred to determine the quality and quantity of minerals.

        1.12    Costs incurred in preparation and acquisition of environmental permits necessary to commence or complete the acquisition, exploration, development, mining and marketing activities.

        1.13    Costs and expenses of maintenance of the Properties.

        1.14    Costs and expenses of preparation of a feasibility study.

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        1.15    The costs of any insurance premium or performance bonds required by law.

        1.16    All costs incurred by the operator of the Properties for title curative work on, or for the benefit of, the Properties.

        1.17    Actual overhead and general and administrative expenses.

        1.18    Interest on monies borrowed or advanced for the foregoing costs and expenses, at the prime rate plus two percent (2%) per annum to the extent gross revenues sufficient to recover such expenditures have not been realized.

        It is intended that the operator of the Properties shall recoup from net cash flow all contributions for exploration, development, mining, and marketing minerals before any Net Profits are distributed to any person holding a Net Profits interest. No deduction shall be made for income taxes. Depreciation, amortization or depletion shall not be charged or deducted, inasmuch as the cost of assets which would generally give rise to such charges is directly recoverable to the full extent of their cost pursuant to this provision. If in any period any negative net cash flow is incurred, then the amount of the negative net cash flow shall be considered as and be included with outstanding costs and expenses and carried forward in determining Net Profits for subsequent periods. If minerals are processed by the operator of the Properties, or are sold to an affiliate of the operator, then, for purposes of calculating Net Profits, such minerals shall be deemed to have been sold at a price equal to the greater of fair market value to arm's length purchasers FOB the concentrator for the Properties or actual price of sale to the affiliate, and Net Profits relative thereto shall be calculated without reference to any profits or losses attributable to smelting or refining.

2.     Payment of Net Profits.    Payments of Net Profits shall commence in the calendarquarter next following the calendar quarter in which Net Profits are first realized, and shall be made forty-five (45) days following the end of each calendar quarter during which Net Profits are realized, and shall be subject to adjustment, if required, at the end of each calendar year. The recipient of such Net Profits payments shall have the right to audit such payments once annually at its cost.

3.     Credits for Recoupment.    The operator shall deduct from any payments of Net Profits any and all amounts, costs or expenditures which the operator is entitled to credit or recoup from the holder of a Net Profits Interest pursuant to the Agreement of which this Net Profits Calculation is a part.

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EXHIBIT F

HHLP Project LLC Operating Agreement

Insurance

        The Manager shall, at all times while conducting Operations, comply fully with the applicable workers' compensation laws and purchase, or provide protection for the Company comparable to that provided under standard form insurance policies for: (1) comprehensive public liability and property damage with combined limits for bodily injury and property damage for the amounts and the risk categories described below; (2) automobile insurance with combined limits of not less than One Million Dollars ($1,000,000.00); and (3) adequate and reasonable insurance against risk of fire and other risks ordinarily insured against in similar operations. If the Manager elects to self-insure, it shall charge to the Business Account an amount equal to the premium it would have paid had it secured and maintained a policy or policies of insurance on a competitive bid basis in the amount of such coverage. Each Member shall self-insure or purchase for its own account such additional insurance as it deems necessary.

Activity Level	Coverage Amount
Exploration	$	1,000,000.00
Development Phase	$	5,000,000.00
Mining Phase	$	5,000,000.00

The Manager may elect to increase the foregoing coverage amounts if the Manager in its discretion, reasonably exercised, determines that it is in the best interest of the Company and its Members to procure the additional insurance coverage.

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Exhibit G

HHLP Project LLC Operating Agreement

Initial Program and Budget

To be completed when the Operating Agreement is signed.

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Exhibit H

HHLP Project LLC Operating Agreement

Preemptive Rights

1.     Preemptive Rights.    If a Member intends to Transfer all or any part of its Ownership Interest, or an Affiliate of a Member intends to Transfer Control of such Member ("Transferring Entity"), such Member shall promptly notify each other Member of such intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or the contract for sale. If the consideration for the intended transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the nonmonetary consideration and stated in terms of cash or currency). The other Member or Members, as applicable, shall have sixty (60) days from the date such notice is delivered to notify the Transferring Entity (and the Member if its Affiliate is the Transferring Entity) whether it elects to acquire the offered interest at the same price (or its monetary equivalent in cash or currency) and on the same terms and conditions as stated in the notice. If there are more than two (2) Members, the non-Transferring Entity Members shall have the right to acquire the offered interest pro rata, and if a non-Transferring Entity Member elects not to acquire its proportionate share of the offered interest, the other non-Transferring Entity Members shall have the right to do so. If the non-Transferring Entity Members elect to acquire the offered interest, their acquisition of the offered interest shall be consummated promptly.

        1.1    If the non-Transferring Entity Member or Members, as applicable, fail to so elect within the period provided for above, the Transferring Entity shall have ninety (90) days following the expiration of such period to consummate the Transfer to a third party at a price and on teems no less favorable to the Transferring Entity than those offered by the Transferring Entity to the non-Transferring Entity Member or Members, as applicable, in the aforementioned notice.

        1.2    If the Transferring Entity fails to consummate the Transfer to a third party within the period stated above, the preemptive right and the correlative obligation of the Transferring Entity in respect of such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures stated in this Section.

2.     Exceptions to Preemptive Right.    Section 1.1 above shall not apply to the following:

        2.1    Transfer by a Member of all or any part of its Ownership Interest to an Affiliate;

        2.2    Incorporation of a Member, or corporate consolidation or reorganization of a Member by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Member;

        2.3    Corporate merger or amalgamation involving a Member by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Member; provided, however, that the value of the merging or amalgamating Member's interest in the Company, evidenced by its Capital Account balance (as described in Exhibit C), does not exceed sixty (60%) percent of the Net Worth of the surviving entity or amalgamated company;

        2.4    The transfer of Control of a Member by an Affiliate to such Member or to another Affiliate;

        2.5    Subject to Subsection 7.2.7 of the Agreement, the grant by a Member of a security interest in its Ownership Interest by Encumbrance;

        2.6    The creation by any Affiliate of a Member of an Encumbrance affecting its Control of such Member; or

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        2.7    A transfer by an Affiliate of a Member of Control of such Member to a third party, provided the value of such Member's Capital Account balance does not exceed sixty percent (60%) of the Net Worth of the transferring Affiliate, or does not exceed sixty percent (60%) of the Net Worth of Transferee.

        The term "Net Worth" shall mean the remainder after total liabilities are deducted from total assets. In the case of a corporation, Net Worth includes both capital stock and surplus. In the case of a limited liability company, Net Worth includes member contributions. In the case of a partnership or sole proprietorship, Net Worth includes the original investment plus accumulated and re-invested profits.

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Exhibit I

HHLP Project Operating Agreement
Dispute Resolution

If a dispute arises from this Agreement or the performance or breach of this Agreement, the parties agree to use the following procedures:

1.    Mediation.    A meeting shall be held promptly between the parties, attended by individuals with decision making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. If the parties do not meet within ten (10) days following a party's delivery of notice of the dispute or if following the parties' timely meeting the dispute is not resolved, the parties agree to submit the dispute to mediation in accordance with the Commercial Mediation Rules of the American Arbitration Association, The parties will jointly appoint a mutually acceptable mediator and, if the parties are unable to agree upon an appointment within ten (10) days from the conclusion of the negotiations, to seek the assistance of the American Arbitration Association for the appointment of a mediator. The parties agree to confer with the mediator within twenty (20) days following the mediator's appointment. If the parties are not successful in resolving the dispute through mediation, the dispute shall be settled by arbitration in accordance with this Section. Either party may initiate the arbitration procedure by delivering a demand for arbitration to the other party.

2.    Arbitration.    All disputes arising from or relating from this Agreement, including any dispute concerning the enforcement or construction of this Agreement, shall be decided and determined by arbitration in accordance with Chapter 38 of the Nevada Revised Statutes and, as applicable, the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be arbitrated by the parties as follows:

                a.    Arbitration will be administered by and conducted before a single arbitrator. The arbitrator shall be an independent attorney licensed to practice law or mining engineer who is recognized as having experience and knowledge of mining contract law and mining industry customs and practices. No person having a prior or existing attorney-client, business or family relationship with either of the parties or their principal representatives shall be qualified to act as arbitrator in accordance with this Agreement absent the express prior written consent of all parties to this Agreement. The parties shall negotiate the selection of the single arbitrator, however, if the parties are unable to select an arbitrator willing to arbitrate the disputed issues within ten (10) days after delivery by either party of notice of demand for arbitration, each party shall prepare a list of two (2) individuals acceptable as an arbitrator to such party. The lists of acceptable arbitrators shall be submitted to Executive Director of the Rocky Mountain Mineral Law Foundation who will select the arbitrator by drawing of lots or some other method of random selection.

                (1)    The arbitration shall be held in Reno, Nevada.

                (2)    Each party shall pay one-half (112) of the arbitrator's costs, expenses and fees for services.

                (3)    The Arbitrator's decision shall be rendered within fifteen (15) days following the last date of hearings before the Arbitrator. The Arbitrator's award shall be subject to confirmation in the Second Judicial District Court in accordance with Chapter 38 of the Nevada Revised Statutes. The Arbitrator's award shall be drafted in a manner such that it shall constitute an amendment of this Agreement and shall provide instructions to the parties for performance of this Agreement as amended. Each party shall have thirty (30) days after receipt of the Arbitrator's award to commence performance of its obligations under the award. The parties acknowledge that the Arbitrator's authority and power to enter an award or to fashion remedies relating to the parties' contractual agreements shall be limited to traditional contractual remedies contemplated under this Agreement.

                (4)    The Nevada Revised Statutes governing evidence and witnesses shall apply to the arbitration. Either party may invoke the exclusionary rule during any arbitration hearing.

                (5)    The parties shall be allowed to conduct discovery in accordance with the Nevada Rules of Civil Procedure, except that: (a) no more than forty (40) written requests for admissions may be submitted by a party; (b) no more than forty (40) written interrogatories (and each substantive subpart of each interrogatory shall constitute an additional interrogatory) may be submitted by each party; (c) no more than four (4) witness

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depositions may be taken, except expert witnesses; (d) each party may depose all expert witnesses identified by the other party; (e) on or before thirty (30) days after selection of the Arbitrator, each party shall deliver to the other party a written list of the names, addresses and telephone numbers of each witness having any knowledge relating to the arbitrable issues and each expert witness the party intends to call as a witness during the arbitration hearing; (f) not less than forty five (45) days before the first hearing date, each party shall deliver to the other copies of each and every document which such party intends to introduce as evidence during the arbitration hearing; and (g) testimony of any witness not timely identified and disclosed by a party and any document not timely produced by a party on objection of the other party shall not be admissible during the arbitration, except on a clear showing of a reasonable basis or explanation for the failure to identify the witness or produce the document, as the case may be, and then only on the condition that the opposing party shall have ample opportunity to conduct additional discovery concerning the testimony of the identified witness or the document not previously produced.

                (6)    On or before thirty (30) days before the first hearing date, counsel for each party shall meet and deliver to counsel for the other party: (a) such party's prehearing statement which shall be in substantially the same form as a pretrial order as prescribed in Rule 190 of the United States District Court Local Rules; and (b) proposed findings of fact, conclusions of law and award of arbitrator.

                (7)    The parties shall file post-hearing briefs if requested to do so by the Arbitrator.

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Option to Enter Joint Venture Agreement Hycroft Heap Leach Project
Recitals
Option to Enter Joint Venture Agreement Description of Property Humboldt and Pershing Counties, Nevada
HHLP Project LLC Operating Agreement
Recitals
HHLP Project LLC Operating Agreement
Assets
HHLP Project LLC Operating Agreement
Accounting Procedures
Exhibit C
HHLP Project LLC Operating Agreement Tax Matters
HHLP Project LLC Operating Agreement
Definitions
Exhibit E
HHLP Project LLC Operating Agreement
Net Profits Calculation
EXHIBIT F HHLP Project LLC Operating Agreement Insurance
Exhibit G
HHLP Project LLC Operating Agreement
Initial Program and Budget
HHLP Project LLC Operating Agreement
Preemptive Rights
HHLP Project Operating Agreement Dispute Resolution

EX-10.27

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Exhibit 10.27

EMPLOYMENT AGREEMENT

(Michael B. Richings)

THIS AGREEMENT is entered into to be effective as of January 1, 2005 ("Effective Date") by and among Vista Gold Corp, a Yukon Territory Corporation, whose address is 7961 Shaffer Parkway, Suite 5, Littleton, CO 80127 ("VGC"), Vista Gold (US) Inc. a Delaware Corporation and indirect, wholly-owned subsidiary of ("VGC") ("Employer") and Michael B. Richings ("Employee").

1.

Employment.    Employer hereby employs Employee and Employee hereby accepts employment by Employer upon the terms and conditions hereinafter set forth.



2.

Term.    The term of this Agreement (the "Term") shall begin on the Effective Date and shall continue until terminated in accordance with the terms contained herein.



3.

Compensation.



a.

For services rendered by Employee under this Agreement during calendar year 2005, Employer shall pay Employee salary, on an annualized basis, commencing January 1, 2005, of $160,000 (less statutory deductions). Subsequent years' compensation for Employee shall be determined by Employer based upon Employee's performance, but in no event shall Employee's annualized compensation be reduced below $160,000.



b.

In addition to the foregoing, Employee shall be entitled to receive other compensation and fringe benefits, to be paid by Employer, including five (5) weeks paid vacation per year; health, dental, life, disability and accidental death and dismemberment insurance; a 401(k) benefit plan on the same basis as made available to other United States employees of Employer; and dues for professional organizations of which Employee is a member.



c.

In addition to the Base Salary, Employee shall be entitled to request the Board of Directors (the "Board") of VGC to consider payment to him of an annual bonus. The amount of the bonus, if any, will be paid by the Employer and will be in the absolute and unfettered discretion of the Board. Employee acknowledges that the bonus is completely at the discretion of the Board and Employee shall in no circumstances be entitled to claim any right or entitlement to a bonus regardless of his performance or the performance of VGC or the Employer during the Term.



4.

Duties.    Employee shall, from the Effective Date, assume the role of President and Chief Executive Officer of VGC and Employer. As President and Chief Executive Officer of VGC and Employer, Employee shall, subject to the direction and control of the Board, devote substantially all of his time and attention and his skills to the business of VGC, Employer and their Subsidiaries (as defined in Section 5 hereof and shall perform all such acts as are necessary to properly and efficiently carry out the duties reasonably expected of a President and Chief Executive Officer. During the Term, Employee shall at all times act in the best interests of VGC, Employer and their Subsidiaries and shall not, without the prior consent in writing of the Board, except as noted below, enter into the services of or be employed in any capacity or for any purpose whatsoever by any firm, person or corporation and shall not be engaged as owner, operator, financier, advisor, manager, salesman or otherwise in any business, enterprise or undertaking other than pursuant to this Agreement. The Board notes and accepts that the Employee is a director of Triumph Gold Corp. Employee may accept, with prior approval of the Board, the position of director with other companies.



5.

Board.    Employee hereby consents to act as a director of VGC, subject to shareholder approval, and as a director of Employer as long as he remains President and Chief Executive Officer of VGC and Employer. If requested by the Board, Employee shall also serve without additional remuneration as an officer of or the nominee of VGC on the board of directors of any other companies in which either or both of VGC and Employer has an interest (each such company being hereinafter referred to collectively as the "Subsidiaries"), subject to appropriate authorization by the by the companies

1

involved. On termination of Employee's employment with the Employer, for any reason, Employee shall resign as a director and officer of VGC and Employer and each such Subsidiary in which Employee has been appointed by VGC as an officer or as the nominee of VGC on the board of directors and Employee agrees to sign all documents and take all steps as are necessary to effect such resignations.

6.

Termination and Severance Pay.



a.

The phrase "just cause" as used in this Agreement shall include, but not be limited to:



i.

failure to perform Employee's duties hereunder in a manner reasonably satisfactory to the Board (it being understood that the Employee shall be provided with not less than sixty (60) days' notice and opportunity to cure any such failures before they are deemed "just cause");



ii.

death;



iii.

permanent disability;



iv.

breach of any fiduciary duty to VGC, or a Subsidiary Employer, or



v.

conviction in a criminal proceeding (excepting traffic violations or similar misdemeanors).



b.

The phrase "Substantial Adverse Change" as used in this Agreement means:



i.

A material adverse change in any of the duties, powers, rights, discretion, salary or benefits of Employee as they exist at the Effective Date;



ii.

a diminution of the title of Employee as it exists at the Effective Date;



c.

Employee may terminate this Agreement upon 30 days written notice to Employer prior to such date of termination.



d.

Subject to the provisions of Paragraph 6(e) below, Employer may terminate this Agreement for just cause, as defined in Paragraph 6(a) above, immediately upon written notice to Employee (except in instances pursuant to paragraph 6(a)(i) in which the cure period applies, in which event the notice may not be given until the end of the cure period), with the result that all compensation and benefits to Employee under this Agreement shall cease immediately upon Employer's issuance of that notice.



e.

In the event that a Substantial Adverse Change occurs in Employee's employment other than for just cause or if Employee's employment under this Agreement is terminated other than for just cause, Employee shall be entitled to:



i.

Continuation of his salary (less the usual statutory and other deductions) for twelve months after such Substantial Adverse Change or termination ("Continuation Period");



ii.

for vacation and retirement savings plan purposes, the Continuation Period will count as regular employment; subject to the approval of VGC's Compensation Committee and the requirements of VGC's stock option plan, for the purpose of any stock options Employee holds, all options not yet vested shall be deemed vested as of the date of termination of Employee's employment, and for purposes of exercise of such options, Employee's employment shall be deemed to be terminated at the end of the Continuation Period, unless he has elected the Retirement Option, described in Paragraph 6(g) below, in which event Employee's employment terminates upon the termination date;



iii.

Employee is eligible for the pro rata portion of the annual performance bonus, if any, to which he would have been entitled to the date of termination. This bonus amount, if any (less any statutory holdback), will be payable when awarded by Employer in the ordinary course of its business, notwithstanding the date of Employee's termination;

2

iv.

all of Employee's benefits paid by Employer, as described in Paragraph 3 (b), will be continued during the Continuation Period, to the extent that Employer maintains such benefits for its other employees during the Continuation Period; provided, however, that if Employee becomes employed by another employer prior to the expiry of the Continuation Period, Employee's benefits will be discontinued by Employer upon Employee's eligibility for benefits with his new employer; and



v.

if long term disability coverage is available after termination, Employee may elect to continue that insurance at his expense; however, Employee acknowledges that Employer's insurer may consider that there has been a material change in Employee's employment status that could increase the amount of the premiums for same. If Employer is paying the premiums for Employee's disability coverage at the time of Employee's termination, Employer shall continue to pay during the Continuation Period the amount of premiums it was paying at the time of termination, it being understood and agreed that any subsequent increased premium amount shall be at the sole cost of Employee.



f.

In the event Employee's employment hereunder is terminated at any time prior to the termination of this Agreement by his voluntary resignation or for just cause by Employer, shall not be entitled to any severance pay or other benefits after such resignation or termination, except such as may be payable to him pursuant to the terms of any profit sharing plan of Employer then in effect (there being no such plan in effect as of the Effective Date).



g.

In the event of a Substantial Adverse Change as provided in Paragraph 6(e) or a termination other than for just cause, Employee may elect the "Retirement Option", by so advising Employer in writing within thirty (30) days after the Substantial Adverse Change occurs. If Employee so elects, he will receive his salary, vacation pay, company contribution to his retirement savings plan, and the reasonable present value of Employee's other Employer-paid benefits for the Continuation Period (less statutory holdbacks) in a lump sum retiring allowance following termination.



h.

In the event of Employee's death after commencement but before expiry of the Continuation Period, any unpaid salary, vacation, bonus or pension amount that would have been payable under this Agreement during the remainder of the Continuation Period will be paid as a lump sum to Employee's estate, and for the purposes of all survivor benefits it will be deemed that Employee died while employed by Employer so that Employee's designated beneficiaries or Employee's estate receive such survivor benefits.



7.

Lawsuits.    Employee shall promptly notify the Board of any suit, proceeding or other action commenced or taken against VGC, Employer or any Subsidiary, or of any facts or circumstances of which Employee is aware which may reasonably form the basis of any suit, proceeding or action against VGC, Employer or any Subsidiary.



8.

Board Information.    Employee shall keep the Board fully informed of all matters concerning VGC, Employer and the Subsidiaries and shall provide the Board with status reports concerning such entities at such times, in such manner and containing such information as the Board may request from time to time.



9.

Compliance with Laws.    To carry out his obligations hereunder, Employee shall make reasonable efforts to familiarize himself with and shall cause VGC, Employer and the Subsidiaries to comply with all relevant and applicable laws, regulations and orders and in particular, shall conduct the business of VGC, Employer and the Subsidiaries in a manner so as to cause VGC, Employer and the Subsidiaries to comply in all material respects with all federal, provincial, state or local environmental laws, regulations and orders of application in each jurisdiction where VGC, Employer and the Subsidiaries carries on business or owns assets. Employee shall promptly notify the Board if he becomes aware that VGC, Employer or any of the subsidiaries has violated any law.



10.

Disclosure of Information.    By acceptance of this Agreement, Employee expressly acknowledges that he has received or will receive certain confidential information pertaining to the operations and business affairs of VGC, Employer and the Subsidiaries and, as the same may exist from time to time,

3

such information is a valuable, special and unique asset of the business of VGC, Employee agrees that he shall not, during his employment under this Agreement or at any time thereafter, disclose any such information to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever without the prior written consent of VGC. Employee also hereby agrees that immediately upon any termination of this Agreement, for any reason whatsoever, Employee shall return to VGC all copies of any such information (in whatever form) then in Employee's possession. The Employee, VGC and the Employer agree that upon a breach or violation of any provision of Section 10, VGC and the Employer, in addition to all other remedies which might be available to them, shall be entitled as a matter of right to equitable relief in any court or competent jurisdiction, including the right to obtain injunctive relief or specific performance. The Employee, VGC and the Employer agree that the remedies at law for any such breach or violation are not fully adequate and that the injuries to VGC and the Employer as a result of the continuation of any breach or violation are incapable of full calculation in monetary terms and, therefore, constitute irreparable harm. The provisions of Section 10 shall survive termination of this Agreement.

11.

Assignment.    This Agreement and rights and obligations of the parties hereto may be assigned by VGC or Employer and shall bind and inure to the benefits of the assigns, successor or successors of VGC and Employer and, insofar as payments are to be made to Employee after his death, shall inure to the benefit of the assigns, heirs, estate or legal representative of Employee. This Agreement is personal to Employee and may not be assigned by Employee.



12.

Entire Agreement; Modifications.    This document contains the entire agreement of the parties with respect to the subject matter hereof, and it may only be changed, modified, supplemented or amended by an agreement in writing signed by the party to be bound thereby.



13.

Governing Law.    This Agreement shall be interpreted and governed in accordance with the laws of the State of Colorado.



14.

Arbitration.    Any controversy or claim arising from or related to Employee's employment, this Agreement, or the breach thereof, will be settled by final and binding arbitration before a panel of three arbitrators in Denver, Colorado. Matters subject to this provision include, without limitation, claims or disputes based on statute, contract, common law and tort and will include, for example, matters pertaining to termination, discrimination, harassment, compensation and benefits. Matters to be resolved under this provision also include claims and disputes arising out of statutes such as the Fair Labor Standards Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act and any other anti-discrimination statute, ordinance or rule. Such arbitration shall be administered by the American Arbitration Association under the then prevailing applicable rules. Within 15 days after the commencement of such arbitration, each party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within 10 days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. All fees and expenses of the arbitration shall be borne by the parties equally. However, the prevailing party shall be entitled to an award of reasonable attorneys' fees. Notwithstanding this provision, however, either party may apply to any court having jurisdiction hereof and seek injunctive relief to maintain the status quo until the arbitration award is rendered or the controversy is otherwise resolved.



15.

Severability.    If any part of this Agreement is for any reason declared to be illegal, invalid, unconstitutional, void or unenforceable, all other provisions hereof not so held shall be and remain in full force and effect, and the intention of the parties as expressed in the stricken provision(s) shall be given effect to the extent possible.



16.

Dollar References.    All references to "dollars" and "$" shall mean United States Dollars.



17.

Review by Employee's Counsel.    Employee acknowledges that this Agreement has been reviewed on his behalf by a Colorado attorney. Employer agrees to reimburse Employee for reasonable attorney's fees and expenses incurred by Employee in such review.

4

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year set forth below their signatures, effective as of the day and year first above written.

Vista Gold (US) Inc.

/s/ Gregory G. Marlier Authorized Signatory

Vista Gold Corp.

/s/ Jason Brooks Authorized Signatory

Signed, Sealed and Delivered
By Michael B. Richings
In the presence of:

/s/ Michael B. Richings Michael B. Richings

/s/ Traci Parrish Witness

5

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EMPLOYMENT AGREEMENT (Michael B. Richings)

EX-21

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Exhibit 21

SUBSIDIARIES OF VISTA GOLD CORP.

Name of Subsidiary			Jurisdiction of Organization
Vista Gold Holdings Inc.(1)			Nevada
	Vista Gold U.S. Inc.(2)		Delaware
	Vista Nevada Corp.(2)		Nevada
	Idaho Gold Resources LLC(2)		Idaho
	Hycroft Resources & Development, Inc.(2)		Nevada
		Hycroft Lewis Mine, Inc.(3)	Nevada
Granges Inc.(1)			British Columbia, Canada
Minera Paredones Amarillos S.A. de C.V.(1)			Mexico
Vista Gold (Antigua) Corp.(1)			Antigua
	Compania Inversora Vista S.A.(4)		Bolivia
		Minera Nueva Vista S.A.(5)	Bolivia
		Compania Exploradora Vistex S.A.(5)	Bolivia

(1)

100% owned by Vista Gold Corp.

(2)

100% owned by Vista Gold Holdings Inc.

(3)

100% owned by Hycroft Resources & Development, Inc.

(4)

100% owned by Vista Gold (Antigua) Corp.

(5)

100% owned by Compania Inversora Vista S.A.

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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 and 333-120335) and in the related Prospectuses, and in the Registration Statement on Form S-8 (No. 333-105621) of Vista Gold Corp. (the "Company") of our report dated February 11, 2005, relating to the consolidated financial statements of the Company included in this Annual Report on Form 10-K for the year ended December 31, 2004.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants
Vancouver, BC, Canada

March 31, 2005

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CONSENT OF INDEPENDENT ACCOUNTANTS

EX-23.2

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Exhibit 23.2

CONSENT OF MINE RESERVES ASSOCIATES, INC.

        The undersigned, Mine Reserves Associates, Inc., hereby states as follows:

        Our firm assisted with updating and optimizing a feasibility study, completed in 2000 (the "2000 Feasibility Study"), concerning the Amayapampa Property, for Vista Gold Corp. (the "Company"), portions of which are summarized under the caption "Item 2. Properties — Amayapampa — Geology and Ore Reserves" in this Annual Report on Form 10-K for the year ended December 31, 2004 (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 and 333-120335) and in the related Prospectuses, and in the Registration Statement on Form S-8 (No. 333-105621) of the Company of the summary information concerning the 2000 Feasibility Study, including the references to our firm included with such information, as set forth above in the Form 10-K.

	Mine Reserves Associates, Inc.
	By:	/s/  DONALD C. ELKIN Name: Donald C. Elkin Title: President
Date: March 28, 2005

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CONSENT OF MINE RESERVES ASSOCIATES, INC.

EX-23.3

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Exhibit 23.3

CONSENT OF SNOWDEN MINING INDUSTRY CONSULTANTS

        The undersigned, Snowden Mining Industry Consultants, hereby states as follows:

        Our firm assisted with technical studies, completed in 2002 (collectively, the "2002 Technical Studies"), concerning mineralized material contained in the Mountain View and Paredones Amarillos properties, and with a technical study, completed in 2004 (the "2004 Technical Study"), concerning mineralized material contained in the Maverick Springs property, for Vista Gold Corp. (the "Company"), portions of which are summarized under the captions "Item 2. Properties — Mountain View — Geology"; "Item 2. Properties — Paredones Amarillos — Geology"; and "Item 2. Properties — Maverick Springs — Geology" in this Annual Report on Form 10-K for the year ended December 31, 2004 (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 and 333-120335) and in the related Prospectuses, and in the Registration Statement on Form S-8 (No. 333-105621) of the Company of the summary information concerning the 2002 Technical Studies and the 2004 Technical Study, including the references to our firm included with such information, as set forth above in the Form 10-K.

	Snowden Mining Industry Consultants
Date: March 24, 2005	By:	/s/  ANDREW ROSS Name: Andrew Ross Title: Interim General Manager

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CONSENT OF SNOWDEN MINING INDUSTRY CONSULTANTS

EX-23.4

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Exhibit 23.4

[Letterhead of Mine Development Associates]

CONSENT OF MINE DEVELOPMENT ASSOCIATES

        The undersigned, Mine Development Associates, hereby states as follows:

        Our firm assisted with technical studies, completed in 2003 (the "2003 Technical Studies"), concerning mineralized material contained in the Long Valley, Hasbrouck, Three Hills and Wildcat properties, for Vista Gold Corp. (the "Company"), portions of which are summarized under the captions "Item 2. Properties — Long Valley — Geology"; "Item 2. Properties — Hasbrouck — Geology"; "Item 2. Properties — Three Hills — Geology" and "Item 2. Properties — Wildcat — Geology" in this Annual Report on Form 10-K for the year ended December 31, 2004 (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 and 333-120335) and in the related Prospectuses, and in the Registration Statement on Form S-8 (No. 333-105621) of the Company of the summary information concerning the 2003 Technical Studies, including the references to our firm included with such information, as set forth above in the Form 10-K.

	Mine Development Associates
Date: March 25, 2005	By:	/s/  NEIL B. PRENN Name: Neil B. Prenn Title: President

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[Letterhead of Mine Development Associates]
CONSENT OF MINE DEVELOPMENT ASSOCIATES

EX-23.5

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Exhibit 23.5

[Letterhead of Pincock, Allen & Holt]

CONSENT OF PINCOCK, ALLEN & HOLT

        The undersigned, Pincock, Allen & Holt, hereby states as follows:

        Our firm assisted with technical studies, completed in 2003 (collectively, the "2003 Technical Studies"), concerning mineralized material contained in the Guadalupe de los Reyes and Yellow Pine properties, for Vista Gold Corp. (the "Company"), portions of which are summarized under the captions "Item 2. Properties — Guadalupe de los Reyes — Geology" and "Item 2. Properties — Yellow Pine — Geology" in this Annual Report on Form 10-K for the year ended December 31, 2004 (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 and 333-120335) and in the related Prospectuses, and in the Registration Statement on Form S-8 (No. 333-105621) of the Company of the summary information concerning the 2003 Technical Studies, including the references to our firm included with such information, as set forth above in the Form 10-K.

	Pincock, Allen & Holt
Date: March 24, 2005	By:	/s/  RAUL BORRASTERO Name: Raul Borrastero, C.P.G. Title: Senior Geologist

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[Letterhead of Pincock, Allen & Holt]
CONSENT OF PINCOCK, ALLEN & HOLT

EX-23.6

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Exhibit 23.6

CONSENT OF RESOURCE DEVELOPMENT INC.

        The undersigned, Resource Development Inc., hereby states as follows:

        Our firm assisted with a review, completed in 2003 (the "2003 Review") of metallurgical testwork and of a feasibility study, concerning the Paredones Amarillos property, for Vista Gold Corp. (the "Company"), portions of which are summarized under the caption "Item 2. Properties — Paredones Amarillos" in this Annual Report on Form 10-K for the year ended December 31, 2004 (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 and 333-120335) and in the related Prospectuses, and in the Registration Statement on Form S-8 (No. 333-105621) of the Company of the summary information concerning the 2003 Review, including the references to our firm included with such information, as set forth above in the Form 10-K.

	Resource Development Inc.
Date: March 29, 2005	By:	/s/  DEEPAK MALHOTRA Name: Deepak Malhotra Title: President

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CONSENT OF RESOURCE DEVELOPMENT 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, 2004 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 31, 2005
/s/ C. Thomas Ogryzlo C. Thomas Ogryzlo	Director	March 31, 2005
/s/ Robert A. Quartermain Robert A. Quartermain	Director	March 31, 2005

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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)) [omitted pursuant to Transition Period provisions at Section III of Release 34-47986 of the Securities and Exchange Commission entitled "Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports"] 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)

[omitted pursuant to Transition Period provisions at Section III of Release 34-47986 of the Securities and Exchange Commission entitled "Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports"];



(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 31, 2005 /s/ Michael B. Richings Michael B. Richings,
President and Chief Executive Officer

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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)) [omitted pursuant to Transition Period provisions at Section III of Release 34-47986 of the Securities and Exchange Commission entitled "Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports"] 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)

[omitted pursuant to Transition Period provisions at Section III of Release 34-47986 of the Securities and Exchange Commission entitled "Management's Reports on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports"];



(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 31, 2005 /s/ Gregory G. Marlier Gregory G. Marlier,
Chief Financial Officer

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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, 2004, 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 31, 2005 /s/ Michael B. Richings Michael B. Richings,
President 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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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, 2004, 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 31, 2005 /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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STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002