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, 2005

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

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

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

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

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

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

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

As of June 30, 2005 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 $71,000,000.

Outstanding Common Shares:    As of March 27, 2006, 21,957,287 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 2006 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 1A. RISK FACTORS	11
ITEM 1B. UNRESOLVED STAFF COMMENTS	17
ITEM 2. PROPERTIES	17
ITEM 3. LEGAL PROCEEDINGS	33
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS	33
EXECUTIVE OFFICERS OF THE CORPORATION	33
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	34
ITEM 6. SELECTED FINANCIAL DATA	36
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	37
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	46
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	47
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	86
ITEM 9A. CONTROLS AND PROCEDURES	86
ITEM 9B. OTHER INFORMATION	86
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT	87
ITEM 11. EXECUTIVE COMPENSATION	87
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	87
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	87
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	87
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	88

GLOSSARY

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

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

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

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

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

"Corporation" means the consolidated group consisting of Vista Gold Corp. and its subsidiaries 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, Victory Gold Inc., Victory Exploration Inc., Vista Gold (Barbados) Corp., Salu Siwa Pty Ltd., PT Masmindo Dwi 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.

2

USE OF NAMES

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

CURRENCY

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

METRIC CONVERSION TABLE

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

UNCERTAINTY OF FORWARD-LOOKING STATEMENTS

This document, including any documents that are incorporated by reference as set forth on the face page under "Documents incorporated by reference", contains forward-looking statements 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 include, among other things, risks that our acquisition, exploration and property advancement efforts will not be successful; risks relating to fluctuations in the price of gold; the inherently hazardous nature of mining-related activities; uncertainties concerning reserve estimates; potential effects on our operations of environmental regulations in the countries in which we operate; and uncertainty of being able to raise capital on favorable terms. (See "Part I—Item 1A. Risk Factors" for more information about these and other risks.) 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, exploration and advancement of gold exploration and potential development projects. Our approach to acquisitions of gold projects has generally been to seek projects within political jurisdictions with well established mining, land ownership and tax laws, which have adequate drilling and geological data to support the completion of a third-party review of the geological data and to complete an estimate of the mineralized material. In addition, we look for opportunities to improve the value of our gold projects through exploration drilling and/or introducing technological innovations. We expect that emphasis on gold project acquisition and improvement will continue in the future.

Currently our 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; the Amayapampa project in Bolivia; the Awak Mas project in Indonesia; and the 53 F.W. Lewis, Inc. properties in Nevada and Colorado that were purchased in December 2005. Additional information about these projects is available in "Item 2. Properties". We also own five exploration projects in Canada and approximately 25% of the shares of Zamora Gold Corp., a company exploring for gold in Ecuador. Effective March 1, 2006, we agreed to purchase the Mt. Todd gold mine in Northern Territory, Australia. See the Consolidated Financial Statements—Note 20.

We do not produce gold in commercial quantities and do not currently generate operating earnings. Through fiscal 2005 and fiscal 2006 to date, funding to acquire gold properties, explore and to operate the Corporation has been acquired through private placements of equity units consisting of our Common Shares and warrants to purchase Common Shares. We expect 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 Inc. 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	200 - 204 Lambert Street
Littleton, Colorado, USA 80127	Whitehorse, Yukon Territory, Canada Y1A 3T2
Telephone: (720) 981-1185	Telephone: (867) 667-7600
Facsimile: (720) 981-1186	Facsimile: (867) 667-7885

Employees

As of December 31, 2005, we had ten full-time employees, of whom four were employed at the Hycroft mine and six were employed at our executive office in Littleton. We use 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 2005

Private Placement Financing

On September 23, 2005, we completed a private placement financing in which we sold and issued a total of 2,168,812 units, at a price of $3.60 per unit for aggregate gross proceeds of $7.8 million. Our net proceeds were $7.2 million. Each unit consisted of one common share and one two-year common share purchase warrant with an exercise price of $4.10. See the Consolidated Financial Statements—Note 9(l).

Payments on Properties

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

Long Valley

We executed an option agreement on January 22, 2003, to acquire 100% of the Long Valley project from Standard Industrial Minerals, Inc. ("Standard"). Under the terms of the option agreement, we would pay Standard $750,000 over five years in annual installments. As of December 31, 2005, we have paid the first, second and third installments of $100,000 each. The fourth installment of $200,000 was paid in January 2006.

Guadalupe de los Reyes

On August 1, 2003, we executed an agreement to acquire a 100% interest in the Guadalupe de los Reyes gold project in Sinaloa State, Mexico and a data package associated with the project and general area, for aggregate consideration of $1.4 million and a 2% net smelter returns royalty. We paid $300,000 as of August 1, 2003, and on August 2, 2004, we made a $500,000 payment towards the purchase by issuing 138,428 Common Shares of Vista Gold. An additional $500,000 in cash 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. On August 1, 2005, the second anniversary of signing the formal agreement, we made the initial $100,000 cash payment. We have the right to terminate the agreement at any time.

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, another option payment of $100,000 on November 7, 2004 and another option payment of $100,000 on November 7, 2005. The agreement calls for Idaho Gold to make seven 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

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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.

Amendments to Agreement to Sell Amayapampa

On December 11, 2003, we reached an agreement, as amended during 2004 and 2005 (all as previously reported by us), to sell the Amayapampa project to Luzon Minerals Ltd. ("Luzon") of Vancouver, British Columbia, Canada. The amendments during 2005 are set forth below.

In January 2005, we announced that Luzon had informed us that it wished to exercise its option to purchase the Amayapampa project. In addition, the companies agreed 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 called for us to receive from Luzon a payment consisting of $100,000 and 2,000,000 Luzon common shares, to be followed by June 15, 2005 with a payment of $850,000 in cash, or at Luzon's option, half in cash and half in units consisting of Luzon common shares and warrants. The final payment, to be made by June 15, 2006, was unchanged from the original agreement in that Luzon was to pay us $4,000,000 in cash or, at our option, a combination of Luzon common shares and cash.

In July 2005, we announced that the companies had agreed, subject to regulatory approval, to further amend the terms of the original purchase option agreement with respect to the payments previously due on June 15, 2005 and June 15, 2006. The amended agreement called for an aggregate purchase price comprising: $2,700,000 (including $100,000 previously paid); either 3,250,000 or 4,250,000 common shares in the capital of Luzon (including 250,000 already issued to us), and 1,000,000 common share purchase warrants; and a net smelter return royalty to us with payment terms as follows:

•

Within five days of receiving TSX Venture Exchange approval, Luzon was to issue to us 3,000,000 common shares and 1,000,000 warrants, each warrant entitling the holder to acquire one common share of Luzon at an exercise price of CDN $0.20 for a period of three years from the date of issuance, and, and on the earlier of December 31, 2005 or the date of the closing of the next debt, equity or other financing completed by Luzon after July 15, 2005, Luzon was to pay to us $100,000 in cash.



•

Within five days of the date that is the earlier of December 31, 2006 or the date Luzon completes or obtains financing sufficient to commence construction at the Amayapampa Project, Luzon will pay to us $2,500,000.



•

In the event that Luzon completes a feasibility study or technical report for the Amayapampa Project that discloses recovered gold of more than 400,000 ounces, Luzon shall issue to us an additional 1,000,000 common shares.



•

If Luzon completes the acquisition of the Amayapampa Project, Luzon will grant us a net smelter return royalty as follows: (i) on the first 440,000 ounces of gold production, a 4.5% net smelter return royalty where the gold price is less than $450 per ounce and a 5.5% net smelter return royalty where the gold price is $450 per ounce or more, and (ii) thereafter, a 1.0% net smelter return royalty.

Other terms of the agreement remained unchanged from the original agreement.

In November 2005, we announced that the companies had agreed, subject to regulatory approval, to further amend certain of the terms of the purchase option agreement. The following amendments were approved:

•

The number of Luzon common share warrants to be issued was increased from 1,000,000 to 1,500,000, the exercise price reduced from CDN $0.20 to CDN $0.15, and the exercise period reduced from three to two years from the date of issuance. As well, the new agreement now

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provides that if the closing trading price of Luzon common shares equals or exceeds CDN $0.25 for 20 consecutive trading days, Luzon may request that we exercise the warrants, in which case the exercise period would conclude 15 business days following the request.

•

We agreed to defer the $100,000 cash payment from Luzon from the earlier of December 31, 2005 or the date of the closing of the next debt, equity or other completed by Luzon until the earlier of December 1, 2006 or the date Luzon completes or obtains financing sufficient to commence construction at the Amayapampa Project. Other terms of the agreement remain unchanged from the agreement amended through July 2005. (See also Consolidated Financial Statements—Note 6).

Hycroft Mine—Canyon Resources Elects Not to Exercise Purchase Option

In August 2005, we announced that Canyon Resources Corporation had advised us that Canyon will not be exercising its option to acquire the Hycroft mine. As previously reported, in January 2005, Canyon entered into a six month option agreement with Vista Gold to expend $0.5 million for drilling, engineering and due-diligence review to acquire the mine for $4.0 million in cash plus $6.0 million in Canyon equity units consisting of one common share and one warrant for half a share.

Canyon completed a 33-hole drilling program totaling 12,475 feet and undertook a comprehensive study to restart operations at Hycroft. The drilling program confirmed average grades for the ore body but Canyon noted that increased costs, as well as shortages of labor and large mining equipment were contributing factors in its decision not to proceed.

Acquisition of PT Masmindo Dwi (Awak Mas Project)

On May 27, 2005, all as previously reported, we completed our acquisition of the Awak Mas gold deposit in Sulawesi, Indonesia, pursuant to the exercise of our option to purchase the deposit for a purchase price of $1.5 million. The acquisition of the Awak Mas Project involved our purchase, through our wholly-owned subsidiary Vista Gold (Barbados) Corp. ("Vista Barbados"), of all of the outstanding shares of Salu Siwa Pty Ltd, an Australian company ("Salu Siwa") from the two owners of Salu Siwa: Weston Investments Pty Ltd., an Australian company ("Weston") and Organic Resource Technology Limited, an Australian company ("ORT"). Weston and ORT respectively owned 66% and 34% of the outstanding Salu Siwa shares. Salu Siwa in turn owns 99% of the outstanding shares of PT Masmindo Dwi, an Indonesian company ("PT Masmindo"), which is the direct holder of the Awak Mas Project. The remaining 1% of the outstanding PT Masmindo shares is held by ORT. Transfer of this remaining 1% to Vista Barbados is subject to any approvals, consents or other statutory requirements of the Indonesian authorities that will be required to effect the completion of such share purchase.

Also in connection with this acquisition, certain creditors of PT Masmindo agreed to assign to Vista Gold Corp. (parent) an aggregate of $857,973 of notes payable owed by PT Masmindo to the creditors, as follows: ORT Limited (of Australia) (previously known as Masmindo Mining Corp.)—$612,555; PT Masmindo Eka Sakti (of Indonesia)—$217,469; and Continental Goldfields Limited (of Western Australia)—$27,948.

Acquisition of F.W. Lewis, Inc. Properties

In December 2005, all as previously reported, the Corporation's subsidiary Victory Gold Inc. ("Victory Gold") acquired all of the outstanding shares of F.W. Lewis, Inc., the assets of which include 55 mineral properties in Nevada and Colorado. The acquisition was made by exercise of a purchase option originally held by Century Gold LLC ("Century Gold") of Spring Creek, Nevada. Century Gold assigned the option to our subsidiary, Victory Gold, pursuant to an assignment and assumption agreement effective December 9, 2005. Under the terms of the assignment agreement, we paid Century Gold $150,000 in cash and also reimbursed Century Gold for the $250,000 it paid the owners of F.W. Lewis, Inc. toward the option exercise price of $5.1 million. In addition, we issued to Century Gold 250,000 Common Shares of

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the Corporation valued at $1.218 million. To complete the exercise of this option, we paid the owners of F.W. Lewis, Inc., the remaining $4.85 million of the outstanding purchase price. Century Gold retained a 100% interest in two properties and a 50% interest in two other properties. The 53 properties retained by Vista Gold include a total of 9,280 acres of patented and 11,616 acres of unpatented mineral claims, the majority having gold, silver or copper discoveries or old mines located on the properties.

F.W. Lewis, Inc. (now owned by our subsidiary Victory Gold) owns a production royalty interest in the Hycroft Mine. The production royalty (applying to approximately 70% of the reported reserves) is 5% Net Smelter Return (NSR) on gold and 7.5% NSR on other minerals, including silver. The production royalty on gold escalates on ore over 0.05 ounces per ton (opt) to a maximum of 10% NSR on ore grades over 0.14 opt. With the acquisition of F.W. Lewis, Inc., we are no longer subject to payment of this royalty to an outside party.

Included in the package (100% retained by us) is a property in the Battle Mountain, Nevada Mining District, adjacent to and on trend with Newmont's Phoenix-Fortitude property, although similar mineralization cannot be assured. This property is subject to pre-existing agreements with Madison Minerals Inc. (formerly Madison Enterprises Corp.) ("Madison") and Great American Minerals Exploration (Nevada) LLC ("Great American"). These agreements involve payments of $3,000 per month minimum royalty payments to Victory Gold, minimum exploration commitments of $250,000 per year, and an option to purchase the property for $2.0 million payable by December 31, 2007, with a retained 5% gross royalty on gold and a 4% NSR royalty on other metals, and with annual advance minimum royalty payments of $60,000 commencing on exercise of the purchase option. Madison and Great American also have an option to purchase the royalties from Victory Gold for $4.0 million in the first year following the date of exercise of the purchase option and escalating by $500,000 each year thereafter.

Subsequent Events

Private Placement Financing

In February 2006, we announced the closing of a non-brokered private placement financing. We raised gross proceeds of $3,280,904 from the sale of 649,684 units priced at $5.05 per unit. Each unit consists of one common share and one warrant. Each warrant will entitle the holder to acquire one common share at an exercise price of $6.00 for a period of two years from the date of issue. See the Consolidated Financial Statements—Note 20.

Acquisition of Mt. Todd Gold Mine, Northern Territory, Australia

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

As part of the agreements, Vista Gold has agreed to pay Pegasus approximately $743,000 and receive a transfer of the mineral leases and certain mine assets; and pay the Northern Territory's costs of management and operation of the Mt. Todd site up to a maximum of approximately $278,625 during the first year of the term (initial term is five years, subject extensions), and assume site management and pay management and operation costs in following years. Additionally, Vista Gold Corp. is to issue its Common Shares with a value of CDN. $1.0 million (amounting to 177,053 Common Shares) as consideration for the JAAC entering into the agreement and for rent for the use of the surface overlying the mineral leases until a decision is reached to begin production. Other agreement terms provide that Vista Gold will undertake a

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technical and economic review of the mine and possibly form one or more joint ventures with the JAAC. We anticipate that the transactions contemplated under the agreements will be completed and effective by July 2006. The amounts set forth above have been transferred to escrow accounts and will be released at that time. See the 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, 2005, for each subsidiary of Vista Gold is set out below.

(1)

We are in the process of dissolving Mineral Ridge Resources Inc.

Property Interests and Mining Claims

In the United States, most of our 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 us to explore or develop such property. Generally, these agreements take the form of long term mineral leases under which we acquire the right to explore and develop the property in exchange for periodic cash payments during the exploration and development phase and a royalty, usually expressed as a percentage of gross production or net profits derived from the leased properties if and when mines on the properties are brought into production. Other forms of acquisition agreements are exploration agreements coupled with options to purchase and joint venture agreements. Where prospective mineral properties are held by the United States, mineral rights may be acquired through the location of unpatented mineral claims upon unappropriated federal land. If the statutory requirements for the location of a mining claim are met, the locator obtains a valid possessory right to develop and produce minerals from the claim. The right can be freely transferred and, provided that the locator is able to prove the discovery of locatable minerals on the claims, is protected against appropriation by the government without just compensation. The claim locator also acquires the right to obtain a patent or fee title to his claim from the federal government upon compliance with certain additional procedures.

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

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Such a challenge might be raised when a patent application is submitted or when the government seeks to include the land in an area to be dedicated to another use.

Reclamation

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

Our 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.

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, Indonesia, 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. We have obtained or have pending applications for those licenses, permits or other authorizations currently required to conduct our exploration and other programs. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in the United States, Bolivia, Mexico, Indonesia, Canada and the other jurisdictions in which we operate. There are no current orders or directions relating to us with respect to the foregoing laws and regulations.

Environmental Regulation

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

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

During 2005, there were no material environmental incidents or non-compliance with any applicable environmental regulations. We estimate that we will not incur material capital expenditures for environmental control facilities during the current fiscal year.

Competition

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

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

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ITEM 1A. RISK FACTORS.

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

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

We currently have no properties that produce gold in commercial quantities. Our 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. We cannot assure you that any gold reserves or mineralized material acquired or discovered will be in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis.

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

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

Mining exploration, development and operating activities are inherently hazardous.

Mineral exploration involves many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which we have direct or indirect interests will be subject to all the hazards and risks normally incidental to exploration, development and production of gold and other metals, any of which could result in work stoppages, damage to property and possible environmental damage. The nature of these risks is such that liabilities might exceed any liability insurance policy limits. It is also possible that the liabilities and hazards might not be insurable, or, Vista Gold could elect not to insure itself against such liabilities due to high premium costs or other reasons, in which event, we could incur significant costs that could have a material adverse effect on our financial condition.

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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 our properties. In addition, there can be no assurance that gold recoveries or other metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

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

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

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 we undertake.

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

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. The groups who could be found liable include, among others, the current owners and operators of facilities which release hazardous substances into the environment and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred. This liability could include the cost of removal or remediation of the release and damages for injury to the surrounding property. We cannot predict the potential for future CERCLA liability with respect to our U.S. properties.

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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, we are 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 our 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 our project is found to significantly adversely impact any of these baseline conditions, we could incur significant costs to correct the adverse impact, or delay the start of production. In addition, on December 12, 2002, California adopted a "Backfilling Law" requiring open-pit surface mining operations for metallic minerals to back-fill the mines. While we have determined that the geometry of our Long Valley project would lend itself to compliance with this law, future adverse changes to this law could have a corresponding adverse impact on our financial performance and results of operations, for example, by requiring changes to operating constraints, technical criteria, fees or surety requirements.

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, 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

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are proposed. If our project is found to significantly adversely impact any of these baseline conditions, we could incur significant costs to correct the adverse impact, or might have to delay the start of production.

Bolivia Laws

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

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

Mexico Laws

We are required under Mexican laws and regulations to acquire permits and other authorizations before the Paredones Amarillos or Guadalupe de los Reyes projects can be developed and mined. Since the passage of Mexico's 1988 General Law on Ecological Equilibrium and Environmental Protection, a sophisticated system for environmental regulation has evolved. In addition, the North American Free Trade Agreement ("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 we have the necessary permits to place the Paredones Amarillos project into production, there can be no assurance that we will be able to acquire updates to necessary permits or authorizations on a timely basis. Likewise, there can be no assurance that we will be able to acquire the necessary permits or authorizations on a timely basis to place the Guadalupe de los Reyes project into production. Delays in acquiring any permit, authorization or updates could increase the development cost of the Paredones Amarillos project or the Guadalupe de los Reyes project, or delay the start of production.

The most significant environmental permitting requirements, as they relate to the Paredones Amarillos and the Guadalupe de los Reyes projects are developing reports on environmental impacts; regulation and permitting of discharges to air, water and land; new source performance standards for specific air and water pollutant emitting sources; solid and hazardous waste management regulations; developing risk assessment reports; developing evacuation plans; and monitoring inventories of hazardous materials. If the Paredones Amarillos or the Guadalupe de los Reyes projects are found to not be in compliance with any of these requirements, we could incur significant compliance costs, or might have to delay the start of production.

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Indonesia Laws

We are required under Indonesian laws and regulations to acquire permits and other authorizations before the Awak Mas project can be developed and mined. In Indonesia, environmental legislation plays a significant role in the mining industry. Various environmental documents such as the Analysis of Environmental Impact ("AMDAL") over the Awak Mas project, covering studies on, inter alia, air, water, sand, pollution, hazardous and toxic wastes, reclamation of mining area, etc. must be prepared and submitted to the Ministry of Environment for approval. In addition, we are also required to submit periodical environmental reports to the relevant environmental government agencies pursuant to the AMDAL and other required environmental licenses (e.g., license for tailing waste).

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

Failure to meet all of the above environmental documents, licensing and reports requirements is subject to administrative and criminal sanctions as well as fines. In extreme cases, the administrative sanctions can also be imposed in the form of revocation of our business license and the Gold Contract of Work that we have with the Indonesian Government.

Sometimes the implementation of the Regional Autonomy Law in Indonesia brings uncertainty as to the existence and applicability of national and regional regulations (including in the environmental sector). Often regional regulations are in conflict with higher regulations applying nationally. This condition could frustrate investors seeking certainty in their investments, and as a result we may incur costs and time to manage any issues which may arise and that could possibly affect to the overall mining activity of the Awak Mas project.

We face intense competition in the mining industry.

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

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

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

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

Some of our directors are directors or officers of other natural resource or mining-related companies. 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 and Minco Silver Corporation. 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. and Baja Mining Corp. Michael B. Richings, who is also our President and Chief Executive Officer, is a director of Triumph Gold Corp. (successor to IMC Ventures) and Zaruma Resources Inc. both of which hold interests in mining properties. John Clark is a director of Alberta Clipper Energy Inc. (a Canadian oil and gas exploration company) and CFO and a director of Polaris Geothermal Inc. W. Durand Eppler is CEO and a director of Coal International PLC and a director of Augusta Resource Corporation. 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 directors of all Yukon Territory companies are required to act honestly, in good faith and in the best interests of a company for which they serve as a director.

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

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

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

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

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

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

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

Currently all our material transactions in Mexico, Bolivia and Indonesia are denominated in U.S. dollars. However, if we were to begin commercial operations in Mexico, Bolivia or Indonesia (or other countries) it

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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 our 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 our equity issuances in 2003, 2004 and 2005 and from exercises of options.

At December 31, 2005, we had outstanding 20,785,262 Common Shares. An additional 6,897,244 shares are issuable upon exercise of warrants, including warrants issued upon conversion of debentures, all as acquired from Vista Gold in private placement transactions in 2003, 2004 and 2005, as described in previous filings with the SEC including our Annual Report on Form 10-K for the year ended December 31, 2004. At December 31, 2005, we also had outstanding options to purchase 950,625 shares. If all of the warrants and options are exercised, the number of currently outstanding Common Shares would increase by approximately 37.8%, to 28,633,131. The impact of the issuance of a significant amount of Common Shares from these warrant and option exercises may place substantial downward pressure on the market price of our Common Shares.

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

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

•

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



•

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

ITEM 1B.    UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2.    PROPERTIES.

Detailed information is contained herein with respect to the Hycroft mine and the Paredones Amarillos, Awak Mas, Yellow Pine, Long Valley, Wildcat, Maverick Springs, Mountain View, Hasbrouck, Three Hills, Guadalupe de los Reyes and Amayapampa projects, and the properties acquired with the Corporation's December 2005 acquisition of F.W. Lewis, Inc. The Corporation holds the Hycroft mine 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.; Awak Mas is held through its indirect wholly-owned subsidiary, PT Masmindo Dwi; the Yellow Pine project is held through its indirect wholly-owned subsidiary, Idaho Gold Resources LLC.; the Maverick Springs, Mountain View, Hasbrouck, Three Hills, Long Valley and Wildcat projects through its indirect wholly-owned subsidiary, Vista Nevada Corp.; the properties acquired with the Corporation's acquisition of F.W. Lewis, Inc., are held through its indirect wholly-owned subsidiary, Victory Gold Inc.; and Amayapampa is held through its indirect wholly-owned subsidiary, Minera Nueva Vista S.A. Estimates of reserves and mineralization herein are subject to the effect of changes in metal prices, and to the risks inherent in mining and processing operations. Effective March 1, 2006, the Corporation agreed to

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purchase the Mt. Todd gold mine in Northern Territory, Australia. See the Consolidated Financial Statements—Note 20.

Hycroft Mine

The Hycroft mine and related facilities are located 54 miles west of Winnemucca, Nevada. We 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, 2004 and 2005, 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, we announced that we had signed an agreement with Canyon Resources Corporation to grant Canyon a six-month option to purchase the Hycroft mine. In August 2005, Canyon elected not to exercise their option to purchase the Hycroft mine. As previously reported, during its option period Canyon completed 33 drill holes on the whole Hycroft property which confirmed average grades for the ore body. See "—Geology and Ore Reserves—Updated Feasibility Study," below.

On December 13, 2005, we purchased the leasehold interest in the Lewis property at Hycroft as part of the acquisition of F.W. Lewis, Inc. See "—F.W. Lewis, Inc. Properties" and also see "Item 1—Business—Acquisition of F.W. Lewis, Inc. Properties"

Operating Statistics

Operating statistics for the Hycroft mine for the period 2001 to 2005 were as follows:

	Years ended December 31
	2005	2004	2003	2002	2001
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	Nil	3,232
Cash operating costs ($/oz. of gold)(2)	N/A	N/A	N/A	N/A	$210

(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.

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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 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 Vista Gold 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, covers approximately 8,686 acres and was purchased by Vista Gold as part of the acquisition of F.W. Lewis, Inc. in December 2005. The mine is accessible by road and has access to adequate supplies of water and power.

Updated Feasibility Study

In January 2006, we announced results of an updated feasibility study for the possible restart of operations at the Hycroft Mine. The updated study was issued by Mine Development Associates ("MDA") of Reno, Nevada, a consulting firm, in accordance with Canadian National Instrument 43-101 guidelines. The study and verification of the data employed in the study was undertaken under the supervision of Mr. Neil Prenn, P. Eng., a qualified person independent of Vista Gold. The Hycroft resource estimate on which the feasibility study was based and which was used by MDA to calculate mineral reserves was prepared by Ore Reserves Engineering ("ORE') of Lakewood, Colorado, under the direction of Mr. Alan Noble, P. Eng., a qualified person independent of Vista Gold. The results of the ORE resource estimate, which was prepared in accordance with National Instrument 43-101 guidelines, showed the known Brimstone deposit at a cutoff grade of 0.005 ounces per ton cyanide-soluble gold contains an estimated 52.7 million tons of mineralized material at a grade of 0.019 ounces of gold per ton, and were previously reported by Vista Gold in a press release dated August 4, 2005.

Proven and probable mineral reserves were determined within a design pit based on a US$450 per ounce gold price employing a Lerchs-Grossman optimization. The results are summarized in the following table:

	Hycroft Mineral Reserve Estimate(1) (0.005 opt cyanide-soluble gold cutoff grade)
Reserve Category	Short Tons (millions)	Fire Assay Gold Grade (opt)	Contained Gold Ounces	Waste Tons (millions)	Strip Ratio (Waste:Ore)
Proven	11.954	0.022	260,900
Probable	21.366	0.019	401,900
Totals	33.320	0.020	662,800	50.808	1.52

(1)

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

Exploration

We believe 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.

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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 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.

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.

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

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

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

Geology

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

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

Preliminary Feasibility Study

In September 2005, we announced the results of a preliminary feasibility study for the Paredones Amarillos project. A feasibility study was previously completed by EBM in 1997, and the new study was issued on September 23, 2005, by MDA of Reno, Nevada, an independent consulting firm, in accordance with Canadian National Instrument 43-101 guidelines, under the supervision of Mr. Neil Prenn, P. Eng., a Qualified Person independent of Vista Gold. The new study was based in part on the EBM 1997 study. MDA was assisted in the effort by Resource Development Incorporated ("RDi") of Wheat Ridge, Colorado, in metallurgical testing and process redesign, and by WLR Consulting ("WLR") of Lakewood, Colorado, in mine design.

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

	Paredones Amarillos Mineral Reserve Estimate(1) (0.011 opt gold internal cutoff grade)
	Ore Tons (millions)	Gold Grade (opt)	Contained Gold Ounces	Waste Tons (millions)	Strip Ratio (Waste:Ore)
Proven	12.896	0.032	419,000
Probable	41.058	0.028	1,158,000
Totals	53.954	0.029	1,577,000	187.715	3.48

(1)

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

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

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

Awak Mas

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

Geology

The Awak Mas property is situated on the southern side of the Central Sulawesi Metamorphic Belt within a 30-mile long, north-northeast trending fault bounded block of basement metamorphic rocks and younger sediments. The property covers approximately 221,530 acres. The western margin of this block is represented by an easterly dipping thrust, whereas the eastern margin is defined by a major basement

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structure. Imbricate faulting has complicated the internal morphology of the block. The property is dominated by the late Cretaceous Latimojong Formation, consisting of phyllites, slates, basic to intermediate volcanics, limestone and schist representing a platform and/or fore arc trough flysch sequence. The Latimojong Formation overlies basement metamorphic rocks dominated by phyllites and slates. Both sequences have been intruded by late-stage plugs and stocks of diorite, monzonite and syenite. To the east of the metamorphic block, basic intermediate intrusives, pyroclastics and volcanogenic sediments comprising the Mesozoic Lamasi Ophiolite Complex appear to have been obducted into a position effectively overlying the younger flyschoid sequence and basement metamorphics during continental accretion.

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

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

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

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

In October 2004, RSG Global Pty Ltd of West Perth, Australia, an independent consultant, prepared an estimate of mineralized material for us based on the results of 85,030 assay intervals from 814 core and reverse circulation drill holes done by Battle Mountain Gold Company, Lone Star Exploration NL and Masmindo Mining Corporation Limited from 1991 through 1997 with assaying by Inchcape Testing Services. The results of the study showed the known Awak Mas deposit, at a cutoff grade of 0.015 ounces gold per ton, contains an estimated 52.6 million tons of mineralized material at a grade of 0.032 ounces of gold per ton. The Corporation believes the potential to expand the mineralized material is good, based on the Corporation's analysis of preliminary exploration results of previous operators.

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

During 2005, we initiated an exploration program designed to identify drill targets in outlying surface indications of gold mineralization. The program involved soil and rock geochemistry, drilling shallow test holes to obtain bedrock samples, geologic mapping and interpretation of results.

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.

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On November 7, 2003, Vista Gold, through Idaho Gold Resources LLC ("Idaho Gold"), an indirect, wholly-owned subsidiary of Vista Gold, entered into an Option to Purchase Agreement with Bradley Mining Company for a nine year option to purchase 100% of Yellow Pine for $1,000,000. Idaho Gold made an option payment of $100,000 upon execution of the agreement. The agreement calls for Idaho Gold to make nine more yearly payments of $100,000 on or before each anniversary date of the agreement, for a total option payment price of $1,000,000, and annual payments of $100,000 each were made in 2004 and 2005 (see Consolidated Financial Statements—Note 6). 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, 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 Vista Gold 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.

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Long Valley

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

We have an option to acquire 100% of the Long Valley project from Standard Industrial Minerals, Inc. ("Standard"). Under the terms of the option agreement, we 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. We have made the payments for 2003 through 2006 (see Consolidated Financial Statements—Note 6). We retain the right to terminate the agreement at any time, and have 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. We have acquired all related data from Royal in exchange for a 1% net smelter returns royalty to Royal. The database contains 896 drill holes, totaling 268,275 feet. The majority of holes were drilled using reverse circulation methods. Gold was primarily analyzed by fire assay, with grade determinations by atomic absorption.

Geology

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

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

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

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

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

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

Wildcat

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

During September and October 2003, we 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, we purchased 71 unpatented mining claims from Monex Exploration, a partnership, for $200,000 on signing and $300,000 on August 11, 2004. On commencement of commercial production, we 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, we 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, for a total consideration of $100,000.

On October 28, 2003, we purchased four patented mining claims and exploration data from Sagebrush Exploration, Inc. ("Sagebrush") for 50,000 Common Shares of Vista Gold 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.

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, MDA of Reno, Nevada completed a third-party technical study for Vista Gold. 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.

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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, we 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 ("Newmont Capital"). To acquire the interest in Maverick Springs, we 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, we issued to Newmont 122,923 Common Shares and 122,923 warrants to purchase Common Shares. In addition, pursuant to acquisition agreement terms we 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. We may terminate this agreement at any time. After October 7, 2006, Newmont has a one-time right to acquire a 51% interest in the Maverick Springs project, by paying to us twice the amount that we have 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 6).

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), $100,000 on October 1, 2005 (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 each of 2002 (extended by agreement to November 15, 2002), 2003 and 2004 (these commitments have been met), a preliminary economic evaluation to be conducted by October 1, 2004 which was extended to April 7, 2005 (this has been completed); 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, we entered into an agreement granting Silver Standard Resources Inc. ("SSRI") an option to acquire our interest in the silver mineralized material hosted in the Maverick Springs project. We will retain our 100% interest in the gold mineralized material. The agreement with SSRI is subject to the terms of the purchase agreement between Newmont and Vista Gold. Under the agreement, SSRI was to pay $1.5 million over four years, of which $949,823 was paid to us in 2003, $428,481 in 2004 and $144,285 in 2005, completing the $1.5 million obligation. Since SSRI has satisfied the $1.5 million obligation, all costs incurred for Maverick Springs are now being shared by the two corporations as stated below. SSRI and Vista Gold have formed a committee to jointly manage exploration of the Maverick Springs project. We are the operator and have a 45% vote on the committee, and SSRI has a 55% vote. Since SSRI has completed its $1.5 million in payments, future 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 6 and 21).

In November 2002, we 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, we completed a 14-hole reverse circulation program totaling 14,020 feet and in October 2004, we completed a 13-hole reverse circulation program totaling 13,020 feet. Intercepts indicate the potential for bulk-mineable gold-silver mineralization.

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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 1.0 ounce of silver per ton at a silver-equivalent cut-off grade of 1.0 ounce of silver per ton. A 16,000 foot drill program is planned for 2006.

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.

Our 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, we 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, we completed 8,055 feet of drilling before October 7, 2004, as required by the underlying agreement. We 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 us twice the amount that we have 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 6).

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.

We 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. We completed 4,070 feet of reverse circulation drilling in 2004, and the results indicate

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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 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.

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, we executed a purchase agreement with Newmont Capital, 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 included a $50,000 cash payment on signing and $200,000 or, at our discretion, the equivalent in our Common Shares one year after signing. In June and July 2004, we 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 we have incurred aggregate expenditures of $1.0 million to acquire, explore and hold the projects and would include Newmont Capital paying to us cash equaling 200% of the expenditures made by us on the related property. In this event, Newmont Capital would become operator of a joint venture with us, and both parties would fund the project through to a production decision. Our contribution to the joint venture during this period is capped at $5.0 million, $3.0 million of which Newmont Capital would finance for us and recover, with interest, exclusively from related project cash flows. We would also grant Newmont Capital a right of first offer with respect to subsequent sale of the projects by Vista Gold. An additional 1.5% net smelter royalty on the Hasbrouck property is held by a private party.

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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 us by MDA 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.

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, we executed a purchase agreement with Newmont Capital, 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.

MDA of Reno, Nevada, completed a third-party technical study for Vista Gold 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.

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

Geology

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

A third-party technical study was performed for Vista Gold and reported on July 17, 2003, by Pincock, Allen & Holt, of Denver, Colorado, using assay data from 381 reverse circulation drill holes totaling 118,633 feet. The drilling was performed by Northern Crown Mines Limited from 1993 to 1997. Based on this study, mineralized material above a cutoff grade of 0.016 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.

F.W. Lewis, Inc. Properties

On December 13, 2005, all as previously reported, the Corporation's subsidiary Victory Gold Inc. ("Victory Gold"), acquired all of the outstanding shares of F.W. Lewis, Inc., the assets of which include 55 mineral properties in Nevada and Colorado. The acquisition was made by exercise of a purchase option originally held by Century Gold LLC ("Century Gold") of Spring Creek, Nevada. Century Gold assigned the option to Victory Gold pursuant to an assignment and assumption agreement effective December 9, 2005. Under the terms of the assignment agreement, we paid Century Gold $150,000 in cash and also reimbursed Century Gold for the $250,000 it paid the owners of F.W. Lewis, Inc. toward the option exercise price of $5.1 million. In addition, we issued to Century Gold 250,000 Common Shares in Vista Gold valued at $1.218 million. To complete the exercise of this option, we paid the owners of F.W. Lewis, Inc., the remaining $4.85 million of the outstanding purchase price. Century Gold retained a 100% interest in two properties and a 50% interest in two other properties. The 53 properties retained by Vista Gold include a total of 9,280 acres of patented and 11,616 acres of unpatented mineral claims, the majority having gold, silver or copper discoveries or old mines located on the properties.

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F.W. Lewis, Inc. (now owned by our subsidiary Victory Gold) owns a production royalty interest in the Hycroft Mine. The production royalty (applying to approximately 70% of the reported reserves) is 5% Net Smelter Return ("NSR") on gold and 7.5% NSR on other minerals, including silver. The production royalty on gold escalates on ore over 0.05 ounces per ton (opt) to a maximum of 10% NSR on ore grades over 0.14 opt. With the acquisition of F.W. Lewis, Inc., we are no longer subject to payment of this royalty to an outside party.

Included in the package (100% retained by us) is a property in the Battle Mountain, Nevada Mining District, adjacent to and on trend with Newmont's Phoenix-Fortitude property, although similar mineralization cannot be assured. This property is subject to pre-existing agreements with Madison Minerals Inc. (formerly Madison Enterprises Corp.) and Great American Minerals Exploration (Nevada) LLC. These agreements involve payments of $3,000 per month minimum royalty payments to Victory Gold, minimum exploration commitments of $250,000 per year, and an option to purchase the property for $2.0 million payable by December 31, 2007, with a retained 5% gross royalty on gold and a 4% NSR royalty on other metals, and with annual advance minimum royalty payments of $60,000 commencing on exercise of the purchase option. Madison and Great American also have an option to purchase the royalties from Victory Gold for $4.0 million in the first year following the date of exercise of the purchase option and escalating by $500,000 each year thereafter.

We plan to review the geology and exploration potential and prioritize the properties during 2006 for possible venture opportunities.

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, we reached an agreement, as amended during 2004 and 2005, to sell the Amayapampa project to Luzon Minerals Ltd. ("Luzon") of Vancouver, British Columbia, Canada. In January 2005, we announced that Luzon had informed us that it wished to exercise its option to purchase the Amayapampa project. Please see "Item 1. Business—Significant Developments in 2005—Amendments to Agreement to Sell Amayapampa".

Geology

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

The host rocks are composed of Ordovician black shales, sandstones, and siltstones, which were weakly metamorphosed to argillites, quartzites, and siltites, respectively. The Amayapampa project is located along the east flank of a north-south trending regional anticline near the top of the Ordovician sequence.

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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 was 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.

Luzon continues to conduct technical studies to lead to the development of the project.

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ITEM 3.    LEGAL PROCEEDINGS.

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

Estanislao Radic

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 our Annual Report on Form 10-K for the year ended December 31, 2002. We do not anticipate that this dispute will result in any material adverse impact on us or the value of our 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, 2005.

EXECUTIVE OFFICERS OF THE CORPORATION

As of December 31, 2005, we had three executive officers, namely Michael B. Richings, President and Chief Executive Officer, Gregory G. Marlier, Chief Financial Officer, and Howard M. Harlan, Vice 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, Chief Executive Officer and Director Age—61	May 25, 2004	President and Chief Executive Officer of Vista Gold Corp. from May 25, 2004 to present; former President and Chief Executive Officer of Vista Gold Corp. from June 1995 to September 2000.
Gregory G. Marlier Chief Financial Officer Age—56	June 1, 2004	Chief Financial Officer of Vista Gold Corp. 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—62	November 9, 2004	Vice President, Business Development of Vista Gold Corp. from November 9, 2004 to present; Manager of Corporate Administration of Vista Gold Corp. from September 2003 to November 2004; Land Manager of LaFarge West Inc. from February 2002 to September 2003; Consultant from March 2001 to February 2002; Business Analyst of Luzenac America Inc. from June 2000 to March 2001.

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

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PART II

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

Price Range of Common Shares

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

		American Stock Exchange (US$)		The Toronto Stock Exchange (CDN$)
		High	Low	High	Low
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
2005	1st quarter	4.27	3.30	6.00	4.01
	2nd quarter	3.94	2.76	4.89	3.45
	3rd quarter	4.50	3.43	5.40	4.15
	4th quarter	5.35	3.90	6.25	4.36

On March 27, 2006, the last reported sale price of the Common Shares of Vista Gold on the American Stock Exchange was $5.45 and on the Toronto Stock Exchange was CDN $6.35. As at March 27, 2006, there were 21,957,287 Common Shares issued and outstanding, and we had 1,035 registered shareholders of record.

Dividends

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

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 Vista Gold, 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. Generally, Common Shares will be considered to be capital property to a holder as long as

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

It is the Canada Revenue Agency's (the "CRA's") published policy that certain entities (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 property 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 generally applicable to dividends paid or credited to a U.S. Resident is: 15% of the gross amount of the dividends. In addition, under the Convention, dividends

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may be exempt from Canadian non-resident withholding tax if paid to certain U.S. Residents that are qualifying religious, scientific, literary, educational or charitable tax-exempt organizations and qualifying trusts, companies, organizations or arrangements operated exclusively to administer or provide pension, retirement or employee benefits that are exempt from tax in the United States and that have complied with specific administrative procedures.

Unregistered Sales of Equity Securities

Our unregistered sales of equity securities during 2005 have previously been reported in reports filed with the Commission, except as follows: on December 7, 2005, we entered into a non-binding letter of intent with Quest Capital Corp. ("Quest Capital") pursuant to which Quest Capital agreed to provide a $2.0 million bridge credit facility to us. We issued 15,000 Common Shares to Quest Capital as consideration for their agreement to provide the credit facility. In view of our private placement financing completed in February 2006 (see "Item 1.—Business—Subsequent Event—Private Placement Financing"), we have not entered into the contemplated credit agreement with Quest Capital. The issuance to Quest Capital, an accredited investor as defined under the Securities Act of 1933 (the "Act"), was exempt from the registration requirements of the Act pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.

ITEM 6.    SELECTED FINANCIAL DATA.

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

	Years ended December 31
	2005		2004		2003		2002		2001
	(U.S. $000's, except loss per share)
Results of operations
Gold revenues	$	—	$	—	$	—	$	—	$	890
Net loss before write-downs		4,584		4,924		2,745		2,775		3,275
Net loss		4,584		4,924		2,745		2,775		3,275
Basic and diluted loss per share (restated for years prior to 2002, see Consolidated Financial Statements—Note 9)		0.24		0.31		0.22		0.41		0.72
Financial position
Working capital	$	2,642	$	6,570	$	6,077	$	3,507	$	(199	)
Total assets		37,999		32,788		26,280		20,688		13,889
Long-term debt and non-current liabilities		4,144		4,188		4,169		4,665		3,134
Shareholders' equity		33,403		28,344		21,703		15,425		9,401

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

	Years ended December 31
	2005		2004		2003		2002		2001
	(U.S. $000's, except loss per share)
Results of operations
Gold revenues	$	—	$	—	$	—	$	—	$	971
Net loss before write-downs		5,353		5,897		3,380		5,773		3,194
Net loss		5,353		5,897		3,380		5,773		3,194
Basic and diluted loss per share (restated for years prior to 2002, see Consolidated Financial Statements—Note 9)		0.28		0.38		0.26		0.85		0.70
Financial position
Working capital	$	2,738	$	6,644	$	6,307	$	3,507	$	(349	)
Total assets		26,825		22,775		18,086		12,814		6,102
Long-term debt and non-current liabilities		4,144		4,188		4,169		4,665		3,134
Shareholders' equity		22,229		18,331		13,509		7,551		1,614

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

The following discussion and analysis should be read in conjunction with our consolidated financial statements for the three years ended December 31, 2005, and the related notes thereto, 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

We are engaged in the evaluation, acquisition, exploration and advancement of gold exploration and potential development projects with the aim of adding value to the projects. Our approach to acquisitions of gold projects has generally been to seek projects within political jurisdictions with well-established mining, land ownership and tax laws, which have adequate drilling and geological data to support the completion of a third-party review of the geological data and to complete an estimate of the mineralized material. In addition, we look for opportunities to improve the value of our gold projects through exploration drilling or introducing technological innovations. We expect that emphasis on gold project acquisition and improvement will continue in the future.

Our 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; the Amayapampa project in Bolivia; the Awak Mas project in Indonesia; and properties acquired in connection with the December 2005 acquisition of F. W. Lewis, Inc., which includes patented and unpatented mining claims on 50 properties in Nevada and three properties in Colorado. We also own several exploration claims in Canada and approximately 25% of the shares of Zamora Gold Corp., a company exploring for gold in Ecuador. Effective March 1, 2006, we agreed to purchase the Mt. Todd gold mine in Northern Territory, Australia (see Consolidated Financial Statements—Note 20).

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Outlook

Gold prices started 2005 at $426 per ounce and finished the year at $513 per ounce as quoted on the London Exchange. This rise of approximately 20% during the year reflected factors such as rising oil prices, global instability, real and threatened terrorism activities, the war in Iraq, and the rise and demand for investment and jewelry. Current prices are at a 25-year high and no assurance can be given that such prices will be sustained.

At the end of 2005, we owned or controlled twelve properties containing mineralized material. We expect that emphasis on gold project acquisition will continue in the future. In addition, through exploration drilling and engineering studies, we believe that additional value can be added to most of the projects by advancing them closer to a production decision.

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

With respect to our current property holdings, aggregate expenditures for purchase installments, to maintain options and conduct exploration activities are currently anticipated being approximately $627,600 in 2006 and $677,600 in 2007. At present, we 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, we anticipate that we will need to raise additional capital to meet property purchase installment obligations and scheduled payments on those properties that we decide to retain under option. Further, additional capital would be necessary to acquire properties and conduct exploration drilling and re-engineering studies on current and newly acquired properties. However, there can be no assurance that we will be successful in efforts to raise additional capital.

Results from Operations

Summary

Our 2005 consolidated net loss was $4.6 million or $0.24 per share compared to the 2004 consolidated net loss of $4.9 million or $0.31 per share for a net decrease of $0.3 million. The decrease of $0.3 million in 2005 is primarily due to decreased stock-based compensation expense of $0.6 million resulting from fewer stock option grants during 2005 as compared to 2004 and increased interest income of $0.2 million due to increased investment in our liquid savings account, partially offset by increased exploration and property evaluation costs of $0.1 million and increased general and administrative costs of $0.2 million.

As compared to a consolidated net loss of $2.7 million or $0.22 per share in 2003, the 2004 consolidated net loss increased by $2.2 million. The increase in 2004 includes a stock option charge of $1.0 million resulting from the adoption of the Canadian Institute of Chartered Accountants ("CICA") standard, CICA 3870 which requires the fair-value of stock compensation for employees to be expensed; an increase of $0.7 million for exploration, property evaluation and holding costs; increased general and administrative costs of $0.2 million; and increased investor relations costs of $0.2 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 ceased. 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 revenues in 2005, 2004 and 2003 therefore were nil. Gold production costs, which were offset by proceeds received from gold sales of $0.3 million in 2003 are

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no longer recorded as production costs, but are accounted for as exploration, property evaluation and holding costs. Recorded 2005, 2004 and 2003 production costs are therefore nil.

Exploration, property evaluation and holding costs

Exploration, property evaluation and holding costs increased approximately $0.1 million from $1.7 million in 2004 to $1.8 million in 2005. Exploration costs increased $0.2 million from $0.2 million in 2004 to $0.4 million in 2005. Hycroft holding costs decreased slightly, from $1.3 million in 2004 to $1.2 million in 2005. Other property holding costs associated with the care and maintenance of Paredones Amarillos and Minera Nueva Vista increased slightly, from $0.2 million in 2004 to $0.3 million in 2005.

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 administration and investor relations was $2.3 million in 2005 compared to $2.1 million in 2004, representing an increase of $0.2 million. This increase reflects the continuation of our comprehensive investor relations program which, in 2005, included a mass marketing campaign of $0.3 million.

Corporate administration 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.

Depreciation and amortization

Depreciation, depletion and amortization were approximately $0.2 million in each of 2005, 2004 and 2003. In each case, there was no significant change in the depreciation, depletion and amortization costs from the previous year.

Other Income and Expenses

Provisions for reclamation and mine closure costs

During 2005, there were no costs associated with mine closure costs or reclamation provisions. During 2004, we increased our 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, we have adopted the new accounting standard for asset retirement obligations, CICA 3110. We regularly review 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.

Stock-based compensation

On January 1, 2004, we retroactively adopted, without restatement of prior years, the fair value method of accounting for stock-based compensation, CICA 3870. This standard requires that we record compensation expense on the granting of all stock-based compensation awards, including stock option

39

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 we 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. We 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, 2005, 85,000 stock options, vesting over a period of two years (42,500 in each year), were issued to employees of Vista Gold and have been recorded, using the Black-Scholes option pricing model, at an estimated fair market value of $140,688. Of this amount, $116,967 represents the fair-market value of the 42,500 options immediately vested and $23,721 represents the amortization during 2005 of the 42,500 options vesting over time. In addition, compensation expense of $278,559 was recognized during 2005, for options granted in prior years and vesting over time. Also, during 2005 5,000 stock options granted to employees in November 2004 were cancelled before they were fully vested. Amortization of $4,615 that was originally recorded as stock-based compensation expense has been reversed, accordingly.

During the twelve months ended December 31, 2005 we did not grant any stock options to non-employee consultants.

During the twelve months ended December 31, 2004, we granted 308,000 stock options to directors, officers and employees valued, using the Black-Scholes option pricing model, at $527,985. Also, during 2004, compensation expense of $202,858 was recognized for options granted in prior years and vesting over time.

During 2004, we 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. We valued the granted options in both 2004 and 2003 using the Black-Scholes model.

Loss/Gain on disposal of marketable securities

In 2005, we realized a gain on disposal of marketable securities of $40,000, compared to a loss of $5,000 in 2004. In 2004, we realized a loss on disposal of marketable securities of $5,000, compared to a gain of $149,000 in 2003.

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 our 628,931 common shares of Golden Phoenix Minerals, Inc. ("GPMI") received in 2002 in connection with our facilitation of the USF&G settlement that year. During the remainder of 2003, we liquidated the 628,931 shares of GPMI resulting in a gain of $92,000.

Additionally, we obtained 385,000 common shares of Esperanza Minerals ("Esperanza") valued at $39,755 in February 2003. As of December 31, 2003, we 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, we acquired 150,000 common shares of Sub-Sahara Resources NL valued at $11,445. During the year ended December 31, 2004, we 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.

At December 31, 2005, we held marketable securities available for sale with a book value of $468,355. We 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, we monitor 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 $7,000 on disposal of assets were recorded in 2005 as compared to net gains of $8,000 in 2004, in both cases resulting from the sale of equipment at the Hycroft mine. We did not realize any net gains or losses on asset sales in 2003.

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Loss on foreign currency translation

Foreign currency translation losses of $4,000 were incurred in 2005 compared to no losses or gains in 2004, and 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.

Interest income and expense

During 2005, 2004, and 2003, we did not incur any interest expense as we had no commercial debt during these years.

During 2005, we realized $253,000 in interest income as compared to $80,000 in 2004 and $40,000 in 2003. The increase of $173,000 in 2005 is primarily attributable to interest earned on the Hycroft mine restricted cash account (see Consolidated Financial Statements — Note 3) of $136,610 in 2005 as compared to $33,354 in 2004 and nil in 2003. Also contributing to the increase in interest income are carryover balances from the 2004 equity private placement completed in September 2004 which raised approximately $6.5 million. As well, we had higher cash balances available to be invested in a liquid savings account, reflecting funds raised from private placements and warrant and option exercises during 2005 as follows: approximately $7.2 million from the equity private placement completed in September 2005, as well as $750,000 from the residual exercise of warrants related to the 2002 and 2003 private placements and $25,000 from the exercise of stock options.

The increase of $40,000 in 2004 compared to 2003 is attributable to additional cash of approximately $6.5 million being raised from the equity private placement completed in September 2004, as well as $1.5 million from the residual exercise of warrants related to the 2002 and 2003 private placements, $1.6 million from the exercise of warrants related to the acquisition of Paredones Amarillos and $734,000 from the exercise of stock options. During 2003, the Corporation raised approximately $3.4 million from an equity private placement completed in February 2003 as well as $597,000 from the residual exercise of warrants related to the 2002 and 2003 private placements and $339,000 from the exercise of stock options.

Financial Position, Liquidity and Capital Resources

Cash used in Operations

Net cash used in operating activities was $3.4 million in both 2005 and 2004 and was $3.0 million in 2003. 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.

Investing Activities

Net cash used in investing activities in 2005 was $8.4 million compared to $6.1 million in 2004 and $3.0 million in 2003. The increase of $2.3 million can be attributed to a decrease of $3.1 million in expenditures for the restricted cash account that was established in 2004; a decrease of $1.5 million due to a premium payment in 2004 for the Hycroft reclamation bond; and an increase of $6.9 million for the acquisitions of subsidiaries net of cash, reflecting the acquisition of the Awak Mas project for $1.6 million, and $5.3 million cash expended as partial consideration for the acquisition of F. W. Lewis, Inc. properties in 2005. There were no comparable acquisition transactions in 2004.

The increase of $3.1 million in 2004 can be attributed primarily to the expenditure of $1.7 million for the reclamation premium for bonding at the Hycroft mine. Cash used for property expenditures was $1.1 million in 2004 compared to $1.5 million in 2003. 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

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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.

In 2004, we invested $53,000 for the acquisition of marketable securities and received proceeds of $8,000 from related sales of marketable securities acquired in that year and in prior years.

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.

Financing Activities

We received net cash from financing activities of $7.9 million in 2005 compared to net cash provided from financing activities of $9.8 million in 2004 and $8.1 million in 2003.

In September 2005, we completed a $7.8 million private placement financing consisting of 2,168,812 equity units, each priced at $3.60. Each equity unit consisted of one common share and one warrant (See Consolidated Financial Statements — Note 9). These gross proceeds were offset by a 6% cash finder's fee totaling $468,463 paid in connection with the private placement. We also issued as a finder's fee 216,881 warrants, that number being 10% of the number of units issued in the private placement. The value of the warrants issued as a finder's fee, using the Black-Scholes method, is $401,000. We also paid direct costs connected with this private placement of $175,457, for net proceeds of $7.2 million.

We 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 9). 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 net proceeds of $6.1 million.

Warrants exercised during 2005 produced cash proceeds of $750,000 as compared to $3.1 million in 2004 and $4.9 million in 2003. During 2005, $286,000 in cash proceeds was from exercises of the February 2003 private placement warrants as compared to $601,000 in 2004 and $596,000 in 2003. Also during 2005, $464,000 in cash proceeds was from exercises of the February 2002 private placement warrants as compared to $628,000 in 2004 and $1.5 million in 2003. During 2004, the remaining December 2002 private placement warrants were exercised for cash proceeds of $287,000 and in 2003 warrant exercises from this private placement produced cash of $2.8 million. (See Consolidated Financial Statements — Note 9) Also in 2004, exercises of warrants issued by the Corporation as partial consideration for the acquisition of Minera Paredones Amarillos resulted in cash proceeds of $1.6 million.

The exercise of stock options produced cash of $25,000 during 2005 as compared to $734,000 during 2004 and $339,000 in 2003.

Liquidity and Capital Resources

At December 31, 2005, our total assets were $38.0 million as compared to $32.8 million and $26.3 million for 2004 and 2003, respectively. Long-term liabilities as of December 31, 2005, totaled $4.1 million as compared to $4.2 million in 2004 and $4.2 million in 2003. At the same date in 2005, we had working capital of $2.6 million compared to $6.6 million in 2004 and a $6.1 million in 2003.

Our working capital of $2.6 million as of December 31, 2005, decreased from 2004 by $4.0 million as compared to an increase from 2003 to 2004 of $0.5 million. The principal component of working capital for both 2005 and 2004 is cash and cash equivalents of $2.0 million and $5.9 million, respectively. Other components include marketable securities (2005 — $468,000; 2004 — $140,000), notes and accounts receivable (2005 — $68,000; 2004 — $345,000) and other liquid assets (2005 — $531,000; 2004 — $425,000). The decrease of $4.0 million in working capital from 2005 to 2004 relates to cash proceeds received from the September 2005 private placement warrants and stock options; offset by the acquisition

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of two subsidiaries and cash used in operations. At December 31, 2005, we held no debt with banks or financial institutions. Remaining amounts for liabilities at year-end 2005 are related to trade and corporate administration.

Off-Balance Sheet Arrangements

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

Contractual Obligations

With respect to contractual obligations, we have commitments relating to our leasehold obligations totaling $76,758 over three years (2006 — $56,198; 2007 — $59,064; 2008 — $47,220).

Major cash commitments in 2005 are related to exploration, property evaluation, holding costs, corporate administration and investor relations costs of approximately $3.6 million, capitalized property options and expenditure commitments and acquisitions of properties of approximately $8.2 million, for an aggregate cash usage of approximately $11.8 million.

As of December 31, 2005, warrants outstanding to purchase Common Shares of Vista Gold totaled 6,897,244 with a weighted average exercise price of $3.66 and potential gross proceeds of $25.2 million.

Summary of Quarterly Results and 4^th Quarter Review

2005	4th Quarter			3rd Quarter			2nd Quarter			1st Quarter
Revenue	$	—		$	—		$	—		$	—
Net loss	$	(1,206	)	$	(970	)	$	(1,450	)	$	(958	)
Basic and diluted price per share		(0.06	)		(0.05	)		(0.08	)		(0.05	)

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	)		(0.08	)

Transactions with Related Parties

Maverick Springs

On June 9, 2003, we entered into an agreement granting Silver Standard Resources Inc. ("SSRI") an option to acquire our interest in the silver mineralized material hosted in the Maverick Springs project. We will retain our 100% interest in the gold mineralized material. The agreement with SSRI is subject to the terms of the purchase agreement between Newmont Mining Corporation and us. Under the agreement, SSRI was to pay $1.5 million over four years, of which $949,823 was paid to us in 2003, $428,481 in 2004 and $144,285 in 2005, completing the $1.5 million obligation. Since SSRI has satisfied the $1.5 million obligation, all costs incurred for Maverick Springs are now being shared by the two corporations as stated below. SSRI and Vista Gold have formed a committee to jointly manage exploration of the Maverick Springs project. We are the operator and have a 45% vote on the committee, and SSRI has a 55% vote. Since SSRI has completed its $1.5 million in payments, future 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 6 and 19).

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Subsequent Events

Private Placement Financing

In February 2006, we announced the closing of a non-brokered private placement financing. We raised gross proceeds of $3,280,904 from the sale of 649,684 units priced at $5.05 per unit. Each unit consists of one common share and one warrant. Each warrant will entitle the holder to acquire one common share at an exercise price of $6.00 for a period of two years from the date of issue. See the Consolidated Financial Statements — Note 20.

Acquisition of Mt. Todd Gold Mine, Northern Territory, Australia

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

As part of the agreements, Vista Gold has agreed to pay Pegasus approximately $743,000 and receive a transfer of the mineral leases and certain mine assets; and pay the Northern Territory's costs of management and operation of the Mt. Todd site up to a maximum of approximately $278,625 during the first year of the term (initial term is five years, subject to extensions), and assume site management and pay management and operation costs in following years. Additionally, Vista Gold Corp. is to issue its Common Shares with a value of CDN. $1.0 million (amounting to 177,053 Common Shares) as consideration for the JAAC entering into the agreement and for rent for the use of the surface overlying the mineral leases until a decision is reached to begin production. Other agreement terms provide that Vista Gold will undertake a technical and economic review of the mine and possibly form one or more joint ventures with the JAAC. We anticipate that the transactions contemplated under the agreements will be completed and effective by July 2006. The amounts set forth above have been transferred to escrow accounts and will be released at that time. See the Consolidated Financial Statements — Note 20.

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

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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 values can be recovered.

Asset retirement obligation and closure costs

The fair value of a liability for an asset retirement obligation is 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.

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. Previously, the Corporation recorded only those expenses associated with stock options granted to non-employees and directors prior to January 1, 2004. When an employee or non-employee exercises stock options, then the fair-value of the options on the date of the grant is transferred to common stock. When options are forfeited then the vested fair-value balance of the stock options is transferred to contributed surplus, while any unvested portions are reversed out accordingly. When options expire, the related fair-value is transferred to contributed surplus.

Deferred Stripping Costs

In October 2005, the CICA Emerging Issues Committee (EIC) issued for comment a draft abstract, EIC D56 "Accounting for Deferred Stripping Costs in the Mining Industry". If adopted, this EIC would require stripping costs to be accounted for as variable production costs to be included in inventory unless the stripping activity can be shown to be a betterment of the mineral property, in which case the stripping costs would be capitalized. A betterment occurs when stripping activity increases future output of the mine by providing access to additional sources of reserves. Capitalized stripping costs would be amortized on a units-of-production basis over the proven and probable reserves to which they relate.

As of December 31, 2005 the Corporation did not have any deferred stripping costs. Should EIC D56 be adopted, the Corporation will continue to defer stripping costs of major mine expansions which allow the Corporation to mine reserves not previously included in the reserve base. In 2006, the Corporation does not expect to defer any costs associated with mine expansion.

Non-Monetary Transactions

CICA Handbook Section 3831 "Non-Monetary Transactions" will be applicable to the Corporation commencing with the 2006 financial year. Reporting of the Corporation's results is not expected to be materially effected by this standard.

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Derivative Instruments

In January 2005, the Canadian Institute of Chartered Accountants ("CICA") issued three new standards relating to financial instruments. These standards are applicable for fiscal years beginning on or after October 1, 2006. The Corporation is currently reviewing the impact of these new standards. These standards are as follows:

1.

Financial Instruments — Recognition and Measurement, Section 3855

This standard prescribes when a financial asset, financial liability, or non-financial derivative is to be recognized on the balance sheet and whether fair value or cost-based measures are used. It also specifies how financial instrument gains and losses are to be presented.

2.

Hedges, Section 3865

This standard is applicable when a company chooses to designate a hedging relationship for accounting purposes. It builds on the existing Accounting Guideline AcG-13 "Hedging Relationships," and Section 1650 "Foreign Currency Translation," by specifying how hedge accounting is applied and what disclosures are necessary when it is applied.

3.

Comprehensive Income, Section 1530

This standard introduces new rules for the reporting and display of comprehensive income. Comprehensive income, which is currently reported under U.S. GAAP, is the change in shareholders' equity (net assets) of an enterprise during a reporting period from transactions and other events and circumstances from non-owner sources. It includes changes in equity during a period except those resulting from investments by owners and distributions to owners. These items include minimum pension liability adjustments, holding gains and losses on certain investments, gains and losses on certain derivative instruments and foreign currency gains and losses related to self-sustaining foreign operations (cumulative translation adjustment).

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

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

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

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

We have no debt outstanding, nor do we have any investment in debt instruments other than highly liquid short-term investments. Accordingly, we consider our 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 March 27, 2006; 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 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 27, 2006	March 27, 2006

47

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

Independent Auditors Report
To the Shareholders of Vista Gold Corp.

We have audited the accompanying consolidated balance sheets of Vista Gold Corp. as of December 31, 2005 and 2004, and the related consolidated statements of operations and deficit and cash flows for each of the three years in the period ended December 31, 2005. 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, these consolidated financial statements present fairly, in all material respects, the financial position of Vista Gold Corp. at December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, in accordance with accounting principles generally accepted in Canada.

Chartered Accountants
Vancouver, British Columbia
March 17, 2006

48

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 March 17, 2006 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.

Chartered Accountants
Vancouver, British Columbia
March 17, 2006

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.

49

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

			Years ended December 31,
			2005			2004
			(U.S. dollars in thousands)
Assets:
Cash and cash equivalents			$	2,027		$	5,916
Marketable securities—Note 13				468			140
Current portion of notes receivable				4			—
Accounts receivable				64			345
Supplies inventory, prepaids and other				481			425
Other current assets				50			—
	Current assets			3,094			6,826
Restricted cash—Note 3				5,097			4,961
Mineral properties—Note 6				27,159			18,109
Plant and equipment—Note 7				1,219			1,351
Notes Receivable				8			—
Hycroft reclamation premium costs—Note 8				1,422			1,541
				29,808			21,001
Total assets			$	37,999		$	32,788
Liabilities and Shareholders' Equity:
Accounts payable			$	141		$	130
Current portion of capital lease obligations				9			—
Accrued liabilities and other				302			126
	Current liabilities			452			256
Capital lease obligations				34			—
Asset retirement obligation and closure costs—Note 8				4,110			4,188
	Total liabilities			4,596			4,444
Capital stock, no par value:—Note 9
	Preferred—unlimited shares authorized; no shares outstanding
	Common—unlimited shares authorized; shares outstanding:
		2005—20,785,262 and 2004—17,961,590		158,575			149,747
Warrants—Note 10				401			111
Options—Note 11				1,939			1,538
Contributed surplus				232			108
Deficit				(127,744	)		(123,160	)
	Total shareholders' equity			33,403			28,344
Total liabilities and shareholders' equity			$	37,999		$	32,788
Commitments and contingencies—Note 12
Subsequent event—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.

50

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

		Years ended December 31,
											Cumulative during Exploration Stage
		2005			2004			2003
		(U.S. dollars in thousands, except share data)
Costs and expenses:
Exploration, property evaluation and holding costs		$	1,836		$	1,707		$	990		$	5,175
Corporate administration and investor relations			2,345			2,116			1,626			7,319
Depreciation, depletion and amortization			221			207			212			714
Provision for reclamation and closure costs			—			—			—			1,048
Write-down of mineral properties			76			—			—			76
Cost recoveries related to USF&G lawsuit			—			—			—			(240	)
Interest income			(253	)		(80	)		(40	)		(359	)
Gain on disposal of assets			(7	)		(8	)		—			(98	)
Other income			(13	)		(42	)		—			(77	)
Stock-based compensation			415			1,019			29			1,488
Loss on currency translation			4			—			44			48
(Gain)/Loss on disposal of marketable securities			(40	)		5			(149	)		(184	)
Write-down of marketable securities			—			—			33			118
	Total costs and expenses		4,584			4,924			2,745			15,028
Net loss		$	(4,584	)	$	(4,924	)	$	(2,745	)	$	(15,028	)
Weighted average number of shares outstanding			18,813,193			15,955,318			12,755,672
Basic and diluted loss per share		$	(0.24	)	$	(0.31	)	$	(0.22	)

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

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

	Years ended December 31,
	2005			2004			2003
	(U.S. dollars in thousands)
Deficit, beginning of period, as previously reported	$	(123,160	)	$	(117,265	)	$	(114,520	)
Stock-based compensation		—			(971	)		—
Deficit, beginning of period, as restated		(123,160	)		(118,236	)		(114,520	)
Net loss		(4,584	)		(4,924	)		(2,745	)
Deficit, end of period	$	(127,744	)	$	(123,160	)	$	(117,265	)

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

51

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

		Years Ended December 31,
		2005			2004			2003			Cumulative during Exploration Stage
		(U.S. dollars in thousands)
Cash flows from operating activities:
Loss for the period		$	(4,584	)	$	(4,924	)	$	(2,745	)	$	(15,028	)
Adjustments to reconcile loss for the period to cash provided by / (used in) operations:
Depreciation, depletion and amortization			221			207			212			714
Amortization of reclamation costs			119			119			—			238
Provision for reclamation and closure costs			—			—			—			1,048
Reclamation and closure costs accrued, net			—			19			14			6
Write-down of mineral properties			76			—			—			76
Stock based compensation			415			1,019			29			1,488
Gain on disposal of assets			(7	)		(8	)		—			(98	)
Cost recoveries related to USF&G lawsuit			—			—			—			(240	)
Write-down of marketable securities			—			—			33			118
(Gain)/Loss on sale of marketable securities			(40	)		5			(149	)		(184	)
Loss on currency translation			—			—			44			44
Other non-cash items			—			—			75			120
Change in operating assets and liabilities:
Accounts receivable			306			297			(457	)		141
Supplies inventory and prepaid expenses			17			(133	)		50			(107	)
Accounts payable and accrued liabilities			98			48			(114	)		(921	)
	Net cash used in operating activities		(3,379	)		(3,351	)		(3,008	)		(12,585	)
Cash flows from investing activities:
Restricted cash—Note 3			(136	)		(3,277	)		(1,684	)		(5,097	)
Acquisition of marketable securities			(98	)		(53	)		(40	)		(191	)
Proceeds from sale of marketable securities			79			8			260			347
Additions to mineral properties, net of cost recoveries			(1,336	)		(1,081	)		(1,477	)		(5,351	)
Acquisition of mineral properties, net of cash acquired			(6,936	)		—			—			(6,936	)
Additions to plant and equipment			(31	)		(1,705	)		(61	)		(1,797	)
Proceeds on disposal of fixed assets and supplies			10			8			—			264
	Net cash used in investing activities		(8,448	)		(6,100	)		(3,002	)		(18,761	)
Cash flows from financing activities:
Net proceeds from private placements—Note 9			7,163			6,033			2,873			21,842
Proceeds from exercise of warrants—Note 9			750			3,080			4,875			9,725
Proceeds from exercise of stock options—Note 9			25			734			339			1,132
	Net cash provided by financing activities		7,938			9,847			8,087			32,699
Net increase/(decrease) in cash and cash equivalents			(3,889	)		396			2,077			1,353
Cash and cash equivalents, beginning of period			5,916			5,520			3,443			674
Cash and cash equivalents, end of period		$	2,027		$	5,916		$	5,520		$	2,027

Supplemental disclosure with respect to Cash Flow—Note 14

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

52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 no longer reports the associated sales proceeds as revenue. Based on that, management of the Corporation decided during 2003 that the Corporation was an exploration-stage enterprise. For financial reporting purposes, commencing with the Corporation's financial statements for the year ended December 31, 2003, the Corporation was characterized as an exploration-stage enterprise and its consolidated statements of loss, deficit and cash flows include columns showing cumulative amounts during the exploration stage (i.e., from January 1, 2002, the effective date when gold production was considered incidental).

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.

The Corporation's working capital as of December 31, 2005 is $2.6 million and cash requirements for the coming year are estimated at $3.2 million. However, subsequent to year end (see Note 20—Subsequent Events), the Corporation completed a private placement financing of $3.3 million and therefore, management believes it has the ability to continue as a going concern.

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.

53

(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, 2005 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.
	Victory Gold Inc. and its wholly-owned subsidiary Victory Gold Exploration 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.
Vista Gold (Barbados) Corp. and its wholly-owned subsidiary			100%
	Salu Siwa Pty. Ltd and its wholly-owned subsidiary
		PT Masmindo Dwi
Vista Minerals (Barbados) Corp. and its wholly-owned subsidiary			100%
	Vista Australia Pty Ltd.

(c)

Use of estimates

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

54

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

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

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

55

affect management's estimate of net cash flows expected to be generated and the need for possible asset impairment write-downs.

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

(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)

Asset retirement obligation and closure costs

The fair value of a liability for an asset retirement obligation is 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.

(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, 10 and 11.

(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. When an employee or non-employee exercises stock options, then the fair-value of the options on the date of the grant is transferred to common stock. When options are forfeited then the vested fair-value balance of the stock options is transferred to contributed surplus, while any unvested portions are reversed out accordingly. When options expire, the related fair-value is transferred to contributed surplus.

56

(n)

Warrants

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

(o)

Variable Interest Entities

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

3. Restricted Cash

The Corporation has pledged cash as collateral totaling $5.1 million to the U.S. Bureau of Land Management, Nevada State Office, to cover increased reclamation cost estimates at the Hycroft mine (Note 8—Asset retirement obligation and closure costs).

4. Acquisition of PT Masmindo Dwi (Awak Mas Project)

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

The acquisition of the Awak Mas Project involved the Corporation's purchase, through its wholly-owned subsidiary Vista Gold (Barbados) Corp. ("Vista Barbados"), of all of the outstanding shares of Salu Siwa Pty Ltd, an Australian company ("Salu Siwa") from the two owners of Salu Siwa: Weston Investments Pty Ltd., an Australian company ("Weston") and Organic Resource Technology Limited, an Australian company ("ORT"). Weston and ORT respectively owned 66% and 34% of the outstanding Salu Siwa shares. Salu Siwa in turn owns 99% of the outstanding shares of PT Masmindo Dwi, an Indonesian company ("PT Masmindo"), which is the direct holder of the Awak Mas Project. The remaining 1% of the outstanding PT Masmindo shares is held by ORT. Transfer of this remaining 1% to Vista Barbados is subject to any approvals, consents or other statutory requirements of the Indonesian authorities that will be required to effect the completion of such share purchase.

Also in connection with this acquisition, certain creditors of PT Masmindo agreed to assign to Vista Gold Corp. (parent) an aggregate of $857,973 of notes payable owed by PT Masmindo to the creditors, as follows: ORT Limited (of Australia) (previously known as Masmindo Mining Corp.)—$612,555; PT Masmindo Eka Sakti (of Indonesia)—$217,469; and Continental Goldfields Limited (of Western Australia)—$27,948.

57

As PT Masmindo did not meet the definition of a business, the Corporation has accounted for the acquisition as a purchase of net assets with the consideration issued assigned as follows:

Purchase Price:
	Cash	$	1,500
	Acquisition Costs		113
		$	1,613
Assets Acquired:
	Cash	$	2
	Current Assets		25
	Mineral Properties		1,586
Net Assets Acquired		$	1,613

As of December 31, 2005, the consolidated capitalized mineral property costs for the Awak Mas Project (Note 6) were $1,837,194.

5. Acquisition of F.W. Lewis, Inc. Properties

In December 2005, the Corporation's subsidiary Victory Gold Inc. ("Victory Gold") acquired all of the outstanding shares of F.W. Lewis, Inc., the assets of which include 55 mineral properties in Nevada and Colorado and the Hycroft production royalty. The acquisition was made by exercise of a purchase option originally held by Century Gold LLC ("Century Gold") of Spring Creek, Nevada. Century Gold assigned the option to the Corporation's subsidiary, Victory Gold, pursuant to an assignment and assumption agreement effective December 9, 2005. Under the terms of the assignment agreement, the Corporation paid Century Gold $150,000 in cash and also reimbursed Century Gold for the $250,000 it paid the owners of F.W. Lewis, Inc. toward the option exercise price of $5.1 million. In addition, the Corporation issued to Century Gold 250,000 Common Shares of the Corporation valued at $1.218 million. To complete the exercise of this option, the Corporation paid the owners of F.W. Lewis, Inc., the remaining $4.85 million of the outstanding purchase price. Century Gold retained a 100% interest in two properties and a 50% interest in two other properties. The 53 properties retained by the Corporation include a total of 9,280 acres of patented and 11,616 acres of unpatented mineral claims, the majority having gold, silver or copper discoveries or old mines located on the properties.

F.W. Lewis, Inc. (now owned by the Corporation's subsidiary Victory Gold) owns a production royalty interest in the Hycroft Mine. The production royalty (applying to approximately 70% of the reported reserves) is 5% Net Smelter Return ("NSR") on gold and 7.5% NSR on other minerals, including silver. The production royalty on gold escalates on ore over 0.05 ounces per ton (opt) to a maximum of 10% NSR on ore grades over 0.14 opt. With the acquisition of F.W. Lewis, Inc., the Corporation is no longer subject to payment of this royalty to an outside party.

Included in the package (100% retained by the Corporation) is a property in the Battle Mountain, Nevada Mining District, adjacent to and on trend with Newmont's Phoenix-Fortitude property, although similar mineralization cannot be assured. This property is subject to pre-existing agreements with Madison Minerals Inc. (formerly Madison Enterprises Corp.) ("Madison") and Great American Minerals Exploration (Nevada) LLC ("Great American"). These agreements involve payments of $3,000 per month

58

minimum royalty payments to Victory Gold, minimum exploration commitments of $250,000 per year, and an option to purchase the property for $2.0 million payable by December 31, 2007, with a retained 5% gross royalty on gold and a 4% NSR royalty on other metals, and with annual advance minimum royalty payments of $60,000 commencing on exercise of the purchase option. Madison and Great American also have an option to purchase the royalties from Victory Gold for $4.0 million in the first year following the date of exercise of the purchase option and escalating by $500,000 each year thereafter.

As F.W. Lewis, Inc. did not the meet the definition of a business, the Corporation has accounted for the acquisition as a purchase of net assets with the consideration issued assigned as follows:

Purchase price:
Cash	$	5,250
Common stock		1,218
Acquisition costs		74
	$	6,542
Assets acquired:
Current assets	$	4
Plant and equipment, net		18
Mineral properties, including the Hycroft production royalty		6,524
Non-current asset		8
	$	6,554
Liabilities assumed:
Non-current liabilities	$	12
Net Assets Acquired	$	6,542

As of December 31, 2005, the consolidated capitalized mineral property costs for F.W. Lewis, Inc., Properties were $3,024,090 and the related Hycroft royalty were $3,500,000. See Note 6.

59

6. Mineral Properties

	December 31, 2005						December 31, 2004
	Cost		Accumulated Amortization and Write-downs		Net		Cost		Accumulated Amortization and Write-downs		Net
	(U.S. dollars in thousands)
Maverick Springs, United States	$	1,183	$	—	$	1,183	$	1,143	$	—	$	1,143
Mountain View, United States		805		—		805		751		—		751
Long Valley, United States		418		—		418		305		—		305
Wildcat, United States		998		—		998		981		—		981
Hasbrouck, United States		260		—		260		249		—		249
Three Hills, United States		115		—		115		115		—		115
Yellow Pine, United States		395		—		395		293		—		293
Paredones Amarillos, Mexico		3,117		—		3,117		2,576		—		2,576
Guadalupe de los Reyes		1,131		—		1,131		1,021		—		1,021
Amayapampa, Bolivia		57,220		46,894		10,326		57,455		46,894		10,561
Awak Mas, Indonesia—Note 4		1,837		—		1,837		—		—		—
Hycroft mine, United States		21,917		21,917		—		21,917		21,917		—
F.W. Lewis, Inc. Properties, United States—Note 5		3,024		—		3,024		—		—		—
Hycroft Royalty, United States—Note 5		3,500		—		3,500		—		—		—
Other		126		76		50		114		—		114
	$	96,046	$	68,887	$	27,159	$	86,920	$	68,811	$	18,109

Measurement Uncertainty

The Corporation believes that the fair value of its mineral properties exceeds the carrying value; however, a write-down in the carrying values of the Corporation's properties may be required as a result of

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evaluation of gold resources and application of a ceiling test which is based on estimates of gold resources and gold prices.

	2004		2005
	December 31, net balance		Acquisition costs		Option payments		Exploration & land costs		Cost recovery			Write-offs			Year to date activity			December 31, Ending Balance
	(U.S. dollars in thousands)
Maverick Springs, United States	$	1,143	$	—	$	100	$	84	$	(144	)	$	—		$	40		$	1,183
Mountain View, United States		751		—		25		29		—			—			54			805
Long Valley, United States		305		—		100		13		—			—			113			418
Wildcat, United States		981		—		—		17		—			—			17			998
Hasbrouck and Three Hills, United States		364		—		—		11		—			—			11			375
Yellow Pine, United States		293		—		100		2		—			—			102			395
Paredones Amarillos, Mexico		2,576		—		—		541		—			—			541			3,117
Guadalupe de los Reyes, Mexico		1,021		—		100		10		—			—			110			1,131
Amayapampa, Bolivia		10,561		—		85		—		(320	)		—			(235	)		10,326
Awak Mas, Indonesia—Note 4		—		1,586		—		251		—			—			1,837			1,837
F.W. Lewis, Inc. Properties, United States—Note 5		—		3,024		—		—		—			—			3,024			3,024
Hycroft Royalty, United States—Note 5		—		3,500		—		—		—			—			3,500			3,500
Other		114		—		—		12		—			(76	)		(64	)		50
	$	18,109	$	8,110	$	510	$	970	$	(464	)	$	(76	)	$	9,050		$	27,159

(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 9(g) and 11); 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 9(g) and 11). 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 (the "Artemis lease"), between Newmont and Artemis Exploration Company. The Artemis 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 (which was paid), and advanced minimum royalties of $100,000 on October 1, 2004 (which was paid), $100,000 on October 1, 2005 (which was paid) and each year thereafter while the agreement is in effect; work commitments of 6,400 feet of exploration drilling, on or before November 15, 2002, October 1, 2003 and October 1, 2004 (these

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commitments have been met), a preliminary economic evaluation to be conducted by October 1, 2004 which was extended to April 7, 2005 (this has been completed); 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 is the operator, retains its 100% interest in the gold mineralized material and maintain a 45% vote as a participant in a joint committee formed 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 was to 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 was used by the Corporation to fund exploration programs, land holding costs and option payments. During 2005, SSRI satisfied the $1.5 million obligation and all costs incurred for Maverick Springs are now being shared by the two companies on the same ratio as established for operation of the joint management committee.

During the years ended December 31, 2005 and 2004, the Corporation recorded $144,285 and $428,481 in recoveries from SSRI, of which $11,964 is included in accounts receivable (See also Note 19). The total recoveries to date from SSRI are $1,522,261.

(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 9 and 10). 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 (paid), 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.

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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 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, a subsidiary of Newmont 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 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, an option payment of $100,000 on the first anniversary date of the agreement and an option payment of $100,000 on the second anniversary date of the agreement. The agreement calls for Idaho Gold to make seven 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.

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(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 9(g) and 10) 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.

(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. The Corporation made the first $100,000 payment on the second anniversary in August 2005. 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.

(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.

On December 11, 2003, the Corporation reached an agreement, as amended during 2004 and 2005, to sell the Amayapampa project to Luzon Minerals Ltd. ("Luzon") of Vancouver, British Columbia, Canada. The amendments during 2005 are set forth below.

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 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 called for the Corporation to receive from Luzon a payment consisting of $100,000 and 2,000,000 Luzon common shares, to be followed by June 15, 2005 with a payment of $850,000 in cash or, at Luzon's option, half in cash and half in units consisting of Luzon common shares and warrants. The final payment, to be made by June 15, 2006, was unchanged from the original agreement in that Luzon was to pay the Corporation $4,000,000 in cash or, at the Corporation's option, a combination of Luzon common shares and cash.

In July 2005, the Corporation announced that the companies had agreed, subject to regulatory approval, to further amend the terms of the original purchase option agreement with respect to the payments previously due on June 15, 2005 and June 15, 2006. The amended agreement calls for an aggregate purchase price comprising: $2,700,000 (including $100,000 previously paid); either 3,250,000 or 4,250,000 common shares in the capital of Luzon (including 250,000 already issued to the Corporation),

64

and 1,000,000 common share purchase warrants; and a net smelter return royalty to the Corporation with payment terms as follows:

•

Within five days of receiving TSX Venture Exchange approval, a payment shall be made by Luzon consisting of 3,000,000 common shares and 1,000,000 warrants, each warrant entitling the holder to acquire one common share of Luzon at an exercise price of CDN $0.20 for a period of three years from the date of issuance, and, and on the earlier of December 31, 2005 or the date of the closing of the next debt, equity or other financing completed by Luzon after July 15, 2005, Luzon will pay the Corporation $100,000 in cash.



•

Within five days of the date that is the earlier of December 31, 2006 or the date Luzon completes or obtains financing sufficient to commence construction at the Amayapampa Project, Luzon will pay the Corporation $2,500,000.



•

In the event that Luzon completes a feasibility study or technical report for the Amayapampa Project that discloses recovered gold of more than 400,000 ounces, Luzon shall issue to the Corporation an additional 1,000,000 common shares.



•

If Luzon completes the acquisition of the Amayapampa Project, Luzon will grant the Corporation a net smelter return royalty as follows: (i) on the first 440,000 ounces of gold production, a 4.5% net smelter return royalty where the gold price is less than $450 per ounce and a 5.5% net smelter return royalty where the gold price is $450 per ounce or more, and (ii) thereafter, a 1.0% net smelter return royalty. Other terms of the agreement remain unchanged from the original agreement.

In November 2005, the Corporation announced that the companies had agreed, subject to regulatory approval, to further amend certain of the terms of the purchase option agreement. The following amendments have been approved:

•

The number of Luzon common share warrants to be issued has been increased from 1,000,000 to 1,500,000, the exercise price as been reduced from CDN $0.20 to CDN $0.15, and the exercise period has been reduced from three to two years from the date of issuance. As well, the new agreement now provides that if the closing trading price of Luzon common shares equals or exceeds CDN $0.25 for 20 consecutive trading days, Luzon may request that the Corporation exercise the warrants, in which case the exercise period would conclude 15 business days following the request.



•

The Corporation agreed to defer the $100,000 cash payment from Luzon from the earlier of December 31, 2005 or the date of the closing of the next debt, equity or other completed by Luzon until the earlier of December 1, 2006 or the date Luzon completes or obtains financing sufficient to commence construction at the Amayapampa Project. Other terms of the agreement remain unchanged from the agreement amended through July 2005.

In December 2005, the Corporation received 3,000,000 common shares of Luzon which have been valued at $269,212 and 1,500,000 warrants which have been valued at $50,361 using the Black-Scholes method. These amounts have been credited against the carrying costs of the Amayapampa project.

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(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 was subject to a 5% net smelter royalty. In December 2005, the Corporation's subsidiary Victory Gold Inc. acquired F.W. Lewis, Inc., the holder of the 5% royalty on the Lewis property. In consequence, the Corporation is no longer subject to a royalty payment to an outside party with respect to the Lewis property.

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 for an aggregate of $10.0 million consisting of consideration of $4.0 million in cash and $6.0 million in equity units. In August 2005, Canyon advised the Corporation that Canyon would not be exercising its option to acquire the Hycroft Mine.

(k)

F.W. Lewis, Inc. Properties

On December 13, 2005, the Corporation's subsidiary Victory Gold Inc. ("Victory Gold") acquired all of the outstanding shares of F.W. Lewis, Inc., the assets of which include 55 mineral properties in Nevada and Colorado as well as the royalty discussed above. The acquisition was made by exercise of a purchase option originally held by Century Gold LLC ("Century Gold") of Spring Creek, Nevada. Century Gold assigned the option to the Corporation pursuant to an assignment and assumption agreement effective December 9, 2005. Under the terms of the assignment agreement, the Corporation paid Century Gold $150,000 in cash and also reimbursed Century Gold for the $250,000 it paid the owners of F.W. Lewis, Inc. toward the option exercise price of $5.1 million. In addition, the Corporation issued to Century Gold 250,000 Common Shares of the Corporation valued at $1.218 million. To complete the exercise of this option, the Corporation paid the owners of F.W. Lewis, Inc., the remaining $4.85 million of the outstanding purchase price. Century Gold retained a 100% interest in two properties and a 50% interest in two other properties. See also Note 5—Acquisition of F.W. Lewis, Inc. Properties.

(l)

Awak Mas

On May 27, 2005, the Corporation completed its acquisition of the Awak Mas gold deposit in Sulawesi, Indonesia, pursuant to the exercise of its option to purchase the deposit for a purchase price of $1.5 million. Under the terms of the option agreement, the Corporation had a six-month option period in which to conduct due diligence while paying the owners $15,000 per month. The monthly option payments, as well as costs of up to $150,000 expended to correct any deficiencies in asset standing, were to be credited towards the purchase price. On May 12, 2005, the Corporation transferred $1.2 million to an escrow account. These funds were released to the ultimate vendors of the Awak Mas deposit, Weston and ORT, upon completion of the final transaction documents. The amount of $1.2 million represented the $1.5 million purchase price less: the $150,000 deposit that the Corporation previously paid (which included $75,000 in aggregate option payments); and $150,000 expended by the Corporation to correct deficiencies in asset standing. See also Note 4—Acquisition of PT Masmindo Dwi (Awak Mas Project).

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7. Plant and Equipment

	December 31, 2005						December 31, 2004
	Cost		Accumulated Depreciation and Write-downs		Net		Cost		Accumulated Depreciation and Write-downs		Net
	(U.S. dollars in thousands)
Hycroft mine, United States	$	11,971	$	10,801	$	1,170	$	12,031	$	10,720	$	1,311
F.W. Lewis, Inc. Properties, United States—Note 5		31		13		18		—		—		—
Corporate, United States		401		370		31		388		348		40
	$	12,403	$	11,184	$	1,219	$	12,419	$	11,068	$	1,351

8. Asset retirement obligation and closure costs

At December 31, 2005, the Corporation has accrued for estimated reclamation and closure costs of $4.1 million (2004—$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.

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. In 2004, the Corporation reached an agreement for a new bond package.

The Corporation has placed $5.1 million (includes $0.2 million in accrued interest) in a restricted cash account to pay for future reclamation obligations at the Hycroft mine (see Note 3). Additionally, the Corporation paid $1.7 million for an insurance policy to an insurance company to cover potential over-runs on the reclamation liability. The Corporation believes it has provided for any present disturbance obligations associated with the property.

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.

9. Capital stock

Common Shares issued and outstanding

		Number of shares issued	Capital stock ($000's)
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 11		119,375		339
	Issued during 2003	3,817,219		8,883
As of December 31, 2003		14,561,832	$	138,458
Stock-based compensation		—		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 11		249,642		734
Exercise of stock options, fair value—Note 11		—		353
Issued during 2004		3,399,758		11,150
As of December 31, 2004		17,961,590	$	149,747
Private placement September 2005, net (l)		2,168,812		6,763
Warrants exercised from February 2003 private placement (b)		73,000		286
Warrants exercised from February—March 2002 private placement (d)		309,002		464
Stock options exercised, for cash—Note 11		7,858		25
Shares issued for acquistion of gold properties, net (g)		250,000		1,217
Shares issued for services (h)		15,000		73
Issued during 2005		2,823,672		8,828
As of December 31, 2005		20,785,262	$	158,575

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.

(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 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

68

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; 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, 2005, 2004 and 2003, 73,000, 190,000 and 190,000 of the warrants issued in the February 2003 private placement (Note 9(a)) have been exercised for total gross proceeds of $286,160, $600,800 and $596,600 (Note 10).

(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 10) 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 10), 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, 2005, 2004 and 2003, 309,002, 418,400 and 994,753 of the warrants issued in the February-March 2002 private placement (Note 9(c)) have been exercised for total gross proceeds of $463,503, $627,600 and $1,492,130, respectively (Note 10).

(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 10), 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, 2005, 2004 and 2003, none, 83,327 and 916,673 of the warrants issued in the December 2002 private placement have been exercised for total gross proceeds of nil, $287,478 and $2,786,686 (Note 10).

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

On December 9, 2005, the Corporation agreed to issue 250,000 Common Shares valued at $1,217,500 as partial payment towards the purchase of an option to purchase the outstanding shares of F.W. Lewis, Inc. (Note 5).

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 (Note 6(h)).

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.

In accordance with the acquisition agreement with respect to the Maverick Springs project (Note 6(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 10).

The Corporation executed and finalized three option purchase agreements for 100% interest in the Wildcat project (Note 6(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 6(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 6(a)) and Mountain View (Note 6(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.

70

(h)   Common Shares issued for services, net

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

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 $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 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 the Corporation'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, 2005 there were no warrants exercised for the acquisition of gold properties.

71

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 6(g)).

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

During the twelve months ended, December 31, 2005, there were no warrants exercised for the acquisition of gold properties.

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 10) and when they were exercised the fair value associated with them was recorded as Common Stock.

(l)    Private Placement September 2005, net

On September 23, 2005, the Corporation completed a private placement financing in which it sold and issued a total of 2,168,812 units, at a price of $3.60 per unit for aggregate gross proceeds of $7,807,723. Net cash proceeds to the Corporation after a finder's fee of $468,463, costs to register the shares of $69,146, and legal expenses of $106,279 were approximately $7,163,835. Net proceeds after non-cash cost of broker warrants of $401,241 were approximately $6,762,594. Each unit consists of one common share and one warrant to acquire an additional common share of Vista Gold Corp. at an exercise price of $4.10.

On December 1, 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 registration for resale of 4,554,505 Common Shares, including the Common Shares issued, as well as those to be issued on exercise of warrants, in connection with the private placement.

Starting six months after the share registration is declared effective, if the Corporation's closing common share price on the American Stock Exchange is $5.40 or more for 20 consecutive trading days, then for 15 business days, the Corporation will have the option to request that the warrants be exercised. Any warrants not exercised within 15 business days following this request would be deemed canceled.

A cash finder's fee of $468,463 (representing 6% of gross proceeds) was paid to one of two advisors to the Corporation in conjunction with the private placement. As a finder's fee for the other advisor, the Corporation issued to that advisor 216,881 warrants (representing 10% of the number of units issued) valued, using the Black-Scholes method, at $401,241 (see Note 10).

72

10. Warrants

Further to Note 9, warrants granted and outstanding are summarized in the following table.

		Warrants granted1,6	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, 2002		5,500,756	345		(679,736	)	—		4,821,020			2.12
Private placement February 2003		1,400,000	—		(190,000	)	—		1,210,000			3.14	3	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	2	Dec-04	0.9
Acquisition of Maverick Springs and Mtn. View		122,923	111		—		—		122,923			5		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	)	—		4,242,517			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 December 2002		—	—		(83,327	)	—		(83,327	)		3.45		Dec-04	—
Private placement February 2003		—	—		(190,000	)	—		(190,000	)		3.56	4	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	)	5,016,476			3.28
Private placement February-March 2002		—	—		(309,002	)	—		(309,002	)		1.50		Feb–Mar-07	1.2
Private placement February 2003		—	—		(73,000	)			(73,000	)		3.92	5
Warrants Expired		—	(111	)	—		(122,923	)	(122,923	)		5.08		Aug-05
Private placement September 2005		2,168,812	—		—		—		2,168,812			4.10		Sep-07	1.7
Broker warrants September 2005		216,881	401		—		—		216,881			4.10		Sep-07	1.7
	Total 2005	2,385,693	290		(382,002	)	(122,923	)	1,880,768			1.96
As of December 31, 2005		11,375,828	401		(4,157,921	)	(320,663	)	6,897,244		$	3.66

(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 increased to $3.56 in February 2004

(4)

The exercise price increased to $3.92 in February 2005

(5)

The exercise price increases to $4.28 in February 2006

(6)

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

73

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

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

11. Options to purchase Common Shares

Common Share options granted under Stock Option Plan to non-employees

During the twelve months ended December 31, 2005 the Corporation did not grant any stock options to non-employee consultants.

Under the Corporation's Stock Option Plan ("the Plan"), 115,000 stock options were granted to non-employee consultants of the Corporation during 2004 and have been recorded at an estimated fair-market value of $328,760 using the Black-Scholes option pricing model. During the year ended December 31, 2005, none of these options were forfeited.

Under the 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, 2005, none of these options were forfeited.

Under the 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 to employees

During the twelve months ended December 31, 2005, 85,000 stock options, vesting over a period of two years (42,500 in each year), were issued to employees of the Corporation and have been recorded, using the Black-Scholes option pricing model, at an estimated fair value of $140,688. Of this amount, $116,967 represents the fair market value of the 42,500 options immediately vested and $23,721 represents the 2005 amortization expense of the remaining options vesting over time. In addition, compensation expense of $278,559 was recognized during 2005, for options granted in prior years and vesting over time.

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 Plan, the Corporation may grant options to directors, officers, employees and consultants of the Corporation, for up to 1,750,000 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.

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At December 31, 2005, 950,625 Common Shares were reserved for issuance under options granted to directors, officers, employees and non-employees. The total number of options outstanding represents 4.6% 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	2006	2007	2008	2009	2010	2011	2012	2013	Total
Number of options	5,000	362,625	150,000	343,000	85,000	5,000	—	—	950,625

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

	2005				2004				2003
	Number of Shares		Weighted Average Price (Cdn $)		Number of Shares		Weighted Average Price (Cdn $)		Number of Shares		Weighted Average Price (Cdn $)
Outstanding—December 31	883,483		$	3.07	735,125		$	3.80	662,000		$	4.32
Granted	85,000			4.14	423,000			5.02	210,000			5.60
Exercised	(7,858	)		4.70	(249,642	)		4.42	(119,375	)		3.95
Expired	—			—	—			—	—			—
Cancelled	(5,000	)		4.19	—			—	—			—
Forfeited	(5,000	)		4.19	(25,000	)		5.28	(17,500	)		5.19
Outstanding—December 31	950,625		$	4.73	883,483		$	3.07	735,125		$	3.80
Exercisable	908,125		$	4.95	549,483		$	4.94	640,125		$	4.36

Options Outstanding			Options Exercisable
Weighted Average Exercise Price (Cdn $)	Number outstanding as of Dec. 31, 2005	Weighted Average Remaining Life (years)	Weighted Average Exercise Price (Cdn $)		Number exercisable as of Dec. 31, 2005	Weighted Average Remaining Life (years)
$3.00	5,000	5.4	$	3.00	5,000	5.4
3.79	10,000	4.4		3.79	5,000	4.4
4.37	271,375	1.5		4.37	271,375	1.5
4.48	60,000	3.6		4.48	60,000	3.6
4.70	2,857	1.1		4.70	2,857	1.1
4.70	2,500	0.2		4.70	2,500	0.2
4.70	8,393	1.9		4.70	8,393	1.9
4.70	2,500	0.9		4.70	2,500	0.9
5.00	253,000	3.9		5.00	253,000	3.9
5.00	60,000	1.9		5.00	60,000	1.9
5.08	75,000	4.9		5.08	37,500	4.9
5.17	10,000	3.4		5.17	10,000	3.4
5.19	10,000	1.9		5.19	10,000	1.9
5.83	30,000	2.7		5.83	30,000	2.7
5.87	120,000	2.9		5.87	120,000	2.9
6.29	30,000	3.2		6.29	30,000	3.2
$4.73	950,625		$	4.95	908,125

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Under the Plan, 85,000 stock options were granted to employees of the Corporation during 2005. Of the options granted, 42,500 vested immediately upon grant and the remaining 42,500 will vest one year from the grant date.

During 2005, 5,000 stock options granted to employees in November 2004 were cancelled before they were fully vested in November 2005. The $4,615 amount that was originally recorded as an expense and an addition to stock options has been reversed, accordingly.

During 2005, 5,000 stock options granted to employees in November 2004 were forfeited. The recorded fair-value from the forfeiture of these options of $13,845 has been reclassified to contributed surplus.

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,
	2005	2004	2003
Expected volatility	80.0%	80.0%	80.0%
Risk-free interest rate	Range from 3.51% to 3.95%	Range from 1.50% to 3.51%	Range from 2.51% to 3.16%
Expected lives	5 years	3 to 5 years	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.

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 8). The Corporation has been requested to pledge collateral to provide this bonding. During 2004, the Corporation reached an agreement for a new bond package.

Refer also to Note 6 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, 2005, marketable securities are carried at a cost of $468,355, with a quoted market value of $564,486.

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

As of December 31, 2005, 2004 and 2003 all of the Corporation's cash was held in liquid bank deposits.

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		Non-cash consideration given/(received) during 2005
Material non-cash transactions ($000's)		Equity units			Future equity units		Future cash payments		Settlement of a liability		Total
Investing and financing activities:
	F.W. Lewis, Inc.—Note 9(g)	$	1,218		$	—	$	—	$	—	$	1,218
	Quest Capital Corp.—Note 9(h)		73			—		—		—		73
	Amayapampa—Note 6(i)		(320	)		—		—		—		(320	)
		$	971		$	—	$	—	$	—	$	971

		Non-cash consideration given during 2004
Material non-cash transactions ($000's)		Equity units			Future equity units		Future cash payments		Settlement of a liability		Total
Investing and financing activities:
	Hasbrouck/Three Hills—Note 9(g)	$	200		$	—	$	—	$	—	$	200
	Guadalupe de los Reyes—Note 9(g)		500			—		—		—		500
	Amayapampa		(70	)		—		—		—		(70	)
		$	630		$	—	$	—	$	—	$	630

		Non-cash consideration given during 2003
Material non-cash transactions ($000's)		Equity units		Future equity units		Future cash payments(1)		Settlement of a liability		Total
Investing activities:
	Hasbrouck/Three Hills—Note 6(e)	$	—	$	—	$	200	$	—	$	200
	Maverick Springs—Note 9(g)		500		—		—		—		500
	Maverick Springs—Note 9(g)		111		—		—		—		111
	Endeavour—Note 9(h)		85		—		—		—		85
		$	696	$	—	$	200	$	—	$	896

(1)

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
		2005			2004			2003
Income taxes at statutory rates		$	(1,706	)	$	(1,827	)	$	(1,074	)
Increase (decrease) in taxes from:
	Permanent differences		2			308			222
	Differences in foreign tax rates		97			122			114
	Benefit of loss not recognized		1,607			1,397			738
		$	—		$	—		$	—

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(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
	2005			2004
Excess tax value over carrying value of property, plant and equipment	$	8,072		$	10,410
Operating and capital loss carryforwards		14,197			16,118
Other		590			(47	)
Accrued reclamation provision		1,430			1,415
		24,289			27,896
Valuation allowance for future tax assets		(24,289	)		(27,896	)
Total	$	—		$	—

(c)        The Corporation has available income tax losses of approximately $40 million, which may be carried forward and applied against future taxable income when earned.

The losses expire as follows:

	Canada		United States		Total
2006		842		—		842
2007		614		—		614
2008		617		388		1,005
2009		600		11		611
2010		614		5,106		5,720
2011		—		9,415		9,415
2014		621		—		621
2015		751		—		751
2019		—		5,302		5,302
2020		—		1,725		1,725
2021		—		1,965		1,965
2022		—		1,726		1,726
2023		—		1,991		1,991
2024		—		3,409		3,409
2025		—		3,577		3,577
	$	4,659	$	34,615	$	39,274

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: 2005—$29,051, 2004—$19,470; and 2003—$38,250.

78

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

17. Segment information

The Corporation evaluates, acquires and explores gold exploration and potential development projects. These activities are focused principally in North America, South America and Indonesia. Substantially all related costs are incurred in the United States. The Corporation reported no revenues in 2005, 2004 and 2003. Geographic segmentation of plant and equipment is provided in Notes 6 and 7.

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

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

(a)

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



(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)

Not used.



(e)

Special warrants issued to the agent as compensation for its services in connection with the March 2002 Debenture Offering (Note 10(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 10(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.

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

Consolidated statements of Loss

	Years ended December 31,
(U.S. dollars in thousands, except share data)										Cumulative during Exploration Stage
	2005			2004			2003
Net loss—Canadian GAAP	$	(4,584	)	$	(4,924	)	$	(2,745	)	$	(15,028	)
Realized loss on marketable securities		—			—			(85	)		(85	)
Unrealized gain/(loss) on marketable securities		—			—			—			85
Exploration, property evaluation and holding costs (f)		(1,184	)		(1,663	)		(550	)		(3,484	)
Financing costs		—			—			—			(222	)
Stock-based compensation expense (g)		415			690			—			1,146
Beneficial conversion feature		—			—			—			(2,774	)
Net loss—U.S. GAAP		(5,353	)		(5,897	)		(3,380	)		(20,362	)
Unrealized gain/(loss) on marketable securities (b)		22			(156	)		315			96
Comprehensive loss—U.S. GAAP	$	(5,331	)	$	(6,053	)	$	(3,065	)	$	(20,266	)
Basic and diluted loss per share—U.S. GAAP	$	(0.28	)	$	(0.37	)	$	(0.26	)

The significant measurement differences in the consolidated balance sheets as at December 31, 2005 and 2004 relative to U.S. GAAP were:

Consolidated Balance Sheets

		December 31, 2005									December 31, 2004
(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)		$	3,094			96		$	3,190		$	6,826		$	74		$	6,900
Restricted cash			5,097			—			5,097			4,961			—			4,961
Property, plant and equipment (b,f)			29,808			(11,270	)		18,538			21,001			(10,087	)		10,914
	Total assets	$	37,999		$	(11,174	)	$	26,825		$	32,788		$	(10,013	)	$	22,775
Current liabilities			452			—			452			256			—			256
Long term liabilities			4,144			—			4,144			4,188			—			4,188
	Total liabilities		4,596			—			4,596			4,444			—			4,444
Capital stock (a,g)			158,575			76,262			234,837			149,747			76,262			226,009
Special warrants (e)			—			222			222			—			222			222
Warrants and options (g)			2,340			(1,570	)		770			1,649			(1,169	)		480
Contributed surplus (a,g)			232			5,547			5,779			108			5,560			5,668
Other comprehensive income (loss) (c)			—			96			96			—			74			74
Deficit (a,b,c,f,g)			(127,744	)		(91,731	)		(219,475	)		(123,160	)		(90,962	)		(214,122	)
	Total shareholders' equity		33,403			(11,174	)		22,229			28,344			(10,013	)		18,331
	Total liabilities & shareholders' equity	$	37,999		$	(11,174	)	$	26,825		$	32,788		$	(10,013	)	$	22,775

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

Consolidated Statements of Cash Flows

		Years ended December 31,
(U.S. dollars in thousands)											Cumulative during Exploration Stage
		2005			2004			2003
Cash flows from operating activities:
Loss for the period		$	(4,584	)	$	(4,924	)	$	(2,745	)	$	(15,028	)
Adjustments to reconcile loss for the period to cash used in operations:
Non-cash items			784			1,361			258			3,329
Additions to mineral properties, net (f)			(1,184	)		(1,663	)		(550	)		(3,484	)
Change in operating assets and liabilities:			421			212			(521	)		(886	)
	Net cash used in operating activities		(4,563	)		(5,014	)		(3,558	)		(16,069	)
Cash flows from investing activities:			(8,448	)		(6,100	)		(3,002	)		(18,761	)
Additions to mineral properties, net (f)			1,184			1,663			550			3,484
	Net cash used in investing activities		(7,264	)		(4,437	)		(2,452	)		(15,277	)
Cash flows from financing activities:			7,938			9,847			8,087			32,699
	Net cash provided by financing activities		7,938			9,847			8,087			32,699
Net increase/(decrease) in cash and cash equivalents			(3,889	)		396			2,077			1,353
Cash and cash equivalents, beginning of period			5,916			5,520			3,443			674
Cash and cash equivalents, end of period		$	2,027		$	5,916		$	5,520		$	2,027

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, 2002	$	206,329	$	222	$	370		$	5,560	$	(204,845	)	$	(85	)	$	7,551
Issued during the year (Note 9)		8,883		—		—			—		—			—			8,883
Warrants and options		—		—		127			—		—			—			127
Contributed surplus		—		—		—			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 9)		10,797		—		—			—		—			—			10,797
Warrants and options		—		—		(17	)		—		—			—			(17	)
Contributed surplus		—		—		—			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
Issued during the year (Note 9)		8,828		—		—			—		—			—			8,828
Warrants and options		—		—		290			—		—			—			290
Contributed surplus		—		—		—			111		—			—			111
Other comprehensive loss (c)		—		—		—			—		—			22			22
Net Loss		—		—		—			—		(5,353	)		—			(5,353	)
Balance at December 31, 2005	$	234,837	$	222	$	770		$	5,779	$	(219,475	)	$	96		$	22,229

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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 plan 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 $415,000, $690,000 and $485,000 in 2005, 2004 and 2003, 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,
	2005			2004			2003
Net Loss—as reported (000's)	$	(5,353	)	$	(5,897	)	$	(3,380	)
Net Loss—pro forma (000's)		(5,768	)		(6,587	)		(3,865	)
Loss per share—as reported	$	(0.26	)	$	(0.37	)	$	(0.26	)
Loss per share—pro forma		(0.31	)		(0.41	)		(0.30	)

Impact of recently issued accounting standards

In June 2005, the FASB issued SFAS No. 154, Accounting for Changes and Error Corrections. The new standard requires that entities which make a voluntary change in accounting principle apply that change retroactively to prior period financial statements, unless this would be impracticable. For changes in methods of depreciation, amortization or depletion of long-lived assets, the change must be accounted for prospectively, as a change in estimate. SFAS No. 154 is effective for the Corporation's 2006 financial statements and is not expected to have a material impact on the Corporation's financial position, results of operations or cash flows.

In June 2005, the Emerging Issues Task Force issued EITF 04-06—Accounting for Post-Production Stripping Costs in the Mining Industry. The EITF requires that stripping costs incurred during the production phase of a mine are variable production costs that should be included in the costs of the inventory produced during the period that the stripping costs are incurred. EITF 04-06 is effective for the Corporation's 2006 financial statements and may result in a GAAP difference based on EIC 160 "Stripping Costs Incurred in the Production Phase of a Mining Operation".

If adopted, the EIC would require stripping costs to be accounted for as variable production costs to be included in inventory unless the stripping activity can be shown to be a betterment of the mineral property, in which case the stripping costs would be capitalized.

As of December 31, 2005, the Corporation did not have any deferred stripping costs and it does not anticipate having any deferred stripping costs in the future as the Corporation does not have mining operations. Should EIC 160 adopted, and if the Corporation began mining operations in which there would be stripping costs, the Corporation will defer the stripping costs of major mine expansions which allows the Corporation to mine reserves not previously included in the reserve base.

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For U.S. GAAP purposes, the Corporation will adopt SFAS 123R, "Accounting for Stock Based Compensation" effective January 1, 2006. SFAS 123R 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 the Corporation adopted for Canadian GAAP effective January 1, 2004. For the United States GAAP, the Corporation will apply the new standard effective January 1, 2006. The Corporation has not yet decided which of the transition methods allowed by the SFAS 148 will be used and thus cannot evaluate its potential impact on the Corporation's financial position, results of operations or cash flows.

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 had 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, 2005, included in current assets is a receivable amount due from SSRI in the amount of $11,964 (2004—$119,373) to reimburse the Corporation for exploration expenditures incurred on the Maverick Springs project.

20. Subsequent events

Private Placement Financing

In February 2006, the Corporation announced the closing of a non-brokered private placement financing. The Corporation raised gross proceeds of $3,280,904 from the sale of 649,684 units priced at $5.05 per unit. Each unit consists of one common share and one warrant. Each warrant will entitle the holder to acquire one common share at an exercise price of $6.00 for a period of two years from the date of issue.

Acquisition of Mt. Todd Gold Mine, Northern Territory, Australia

Effective March 1, 2006 (Australia time), Vista Gold Corp. entered into agreements with Ferrier Hodgson, the Deed Administrators ("Deed Administrators") for Pegasus Gold Australia Pty Ltd. ("Pegasus"), the government of the Northern Territory of Australia ("Territory") and the Jawoyn Association Aboriginal Corporation ("JAAC") and other parties named therein, subject to regulatory approvals, to purchase the Mt. Todd gold mine (also known as the Yimuyn Manjerr gold mine) in the Northern Territory, Australia. Under these agreements, Vista Gold Corp. is guarantor of the obligations of its subsidiary Vista Gold Australia Pty Ltd. ("Vista Australia" and with Vista Gold Corp., referred to as "Vista Gold" in summaries of agreement terms herein). As part of the agreements, Vista Gold has agreed to undertake a technical and economic review of the mine and possibly form one or more joint ventures with the JAAC. The transactions contemplated under the agreements are anticipated to be completed and effective by

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July 2006. The amounts set forth below have been transferred to escrow accounts and will be released at that time.

The agreements comprise of the following:

(1)

Mining Tenements Transfer Agreement (the "MTTA") among Vista Australia, Vista Gold Corp. and the Deed Administrators, pursuant to which Vista Gold is to pay Pegasus AUD $1,000,000 (approximately U.S. $743,000; this and following U.S. $ amounts in these agreement summaries based on exchange rates as of February 28, 2006) and receive a transfer of the mineral leases and certain mine assets together with an assignment of all rights of Pegasus to the Mt. Todd property. A portion of the property is subject to a gross royalty of 5% on minerals produced.

(2)

Agreement (the "Territory Agreement") among the Territory, Vista Australia and Vista Gold Corp., which is for an initial term of five years commencing January 1, 2006, with an extension of five years at the option of Vista Gold and three additional years possible at the option of the Territory. During the first year of the term, Vista Gold will undertake a comprehensive technical and environmental review of the project to evaluate current site environmental conditions to result in a program to stabilize environmental conditions and minimize offsite contamination, review the water management plan with recommendations, and produce a technical report for the re-start of operations. During the term of the agreement, Vista Gold will examine all technical economic and environmental issues, estimate site rehabilitation costs, explore and evaluate the potential of the project, and prepare a technical and economic feasibility study for the potential development of Mt. Todd.

Vista Gold will pay the Territory's costs of management and operation of the Mt. Todd site up to a maximum of AUD $375,000 (approximately U.S. $278,625) during the first year of the term, and assume site management and pay management and operation costs in following years. In the agreement, the Territory acknowledges its commitment to rehabilitate the site and that Vista Gold has no rehabilitation obligations for pre-existing conditions until it submits and receives approval of a Mine Management Plan for the resumption of mining operations. Recognizing the importance placed by the Territory upon local industry participation, Vista Gold has agreed to use, where appropriate, Northern Territory labor and services during the period of the agreement in connection with the Mt. Todd property, and further, when a production decision is reached, to prepare and execute a local Industry Participation Plan.

(3)

Deed of Variation, Adoption and Release: Jawoyn Agreements (the "JAAC Agreement"), among the JAAC, the Territory, Pegasus, Barnjarn Aboriginal Corporation, Vista Australia, Vista Gold Corp. and three controller-appointed entities as named therein. Under this agreement, the controller-appointed entities are to transfer to Vista Gold their interest in certain agreements with the JAAC, the Territory and Barnjarn Aboriginal Corporation (an affiliate of JAAC) with respect to lands including the mineral leases to be acquired by Vista Gold pursuant to the MTTA. This agreement calls for Vista Gold Corp. to issue its Common Shares with a value of CDN. $1.0 million (amounting to 177,053 Common Shares) as consideration for the JAAC entering into the agreement and for rent for the use of the surface overlying the mineral leases during the period from the effective date until a decision is reached to begin production. Vista Gold will also pay the JAAC AUD $5,000 (approximately U.S. $3,715) per month in return for consulting with respect to Aboriginal, cultural and heritage issues. The JAAC will provide Vista with an office in Katherine (a regional center of population 11,000 approximately 50 kilometers from the mine site) and with secretarial services for a minimum of AUD $2,000 (approximately U.S. $1,486) per month.

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If the Mt. Todd project proves feasible for economic development of the mineral leases including a fully funded site reclamation bond, Vista Gold will establish a technical oversight committee with representatives of the Territory and the JAAC. Additionally, Vista Gold will offer the JAAC the opportunity for joint venture participation in the operation on a 90% Vista / 10% JAAC basis. For rent of the surface during production, Vista Gold (or the joint venture if formed) will pay the JAAC an annual amount equal to 1% of the annual value of production with an annual minimum of AUD $50,000 (approximately U.S. $37,150). As part of the agreement, Vista Gold will endeavor to use services and labor provided by the JAAC when feasible. Vista Gold and the JAAC may for a 50/50 exploration joint venture to explore JAAC lands outside the mineral leases.

Vista Gold Corp. has agreed to pay U.S. $100,000 to Prime Corporate Finance Pty Limited as a finder's fee in connection with the above transactions.

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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, 2005. 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, 2005 that has materially affected, or is reasonably likely to materially affect, the Corporation's internal control over financial reporting.

ITEM 9B.    OTHER INFORMATION

None.

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PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information concerning Vista Gold Corp.'s directors will be contained in Vista Gold Corp.'s definitive Proxy Statement to be filed pursuant to Regulation 14A promulgated under the United States Securities Exchange Act of 1934 for the 2006 Annual General Meeting of Shareholders (the "Proxy Statement") under the caption "Particulars of Matters to be Acted Upon—Election of Directors" and is incorporated herein by reference.

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

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

Information concerning certain filing obligations under the federal securities laws applicable to Vista Gold Corp.'s directors and executive officers, and holders of more than 10% of our Common Shares, will be contained in the Proxy Statement under the caption "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 and on SEDAR at www.sedar.com. Amendments to the code of ethics and any grant of a waiver from a provision of the code requiring disclosure under applicable United States Securities and Exchange Commission rules will be disclosed on the Corporation's website.

ITEM 11.    EXECUTIVE COMPENSATION.

Information concerning this item will be contained in the Proxy Statement under the caption "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 March 17, 2006.

2.

Consolidated Balance Sheets—At December 31, 2005 and 2004.

3.

Consolidated Statements of Loss—Years ended December 31, 2005, 2004, and 2003.

4.

Consolidated Statements of Deficit—Years ended December 31, 2005, 2004 and 2003.

5.

Consolidated Statements of Cash Flows—Years ended December 31, 2005, 2004, and 2003.

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)
4.02	Warrant Indenture dated September 23, 2005 between Vista Gold Corp. and Computershare Trust Company of Canada, as Trustee filed as Exhibit 4.1 to the Corporation's Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference (File No. 1-9025)
4.03	Form of Broker Warrant dated September 23, 2005 issued by Vista Gold Corp. to Quest Securities Corporation filed as Exhibit 4.2 to the Corporation's Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference (File No. 1-9025)
4.04	Warrant Indenture dated February 2, 2006 between Vista Gold Corp. and Computershare Trust Company of Canada, as Trustee filed as Exhibit 4.1 to the Corporation's Current Report on Form 8-K, dated February 2, 2006 and incorporated herein by reference (File No. 1-9025)

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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)
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	Stock Option Plan of Vista Gold dated November 1996 as amended in November 1998, May 2003 and May 2005 filed as Schedule B to the Corporation's definitive Proxy Statement as filed with the Commission on April 14, 2005 and incorporated herein by reference (File No. 1-9025)
10.10	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)
10.11	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)
10.12	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)

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10.13	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)
10.14	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)
10.15	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)
10.16	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)
10.17	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)
10.18	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)
10.19	Option to Purchase Agreement dated December 11, 2003, as amended May 28, 2004 and July 29, 2004 between Vista Gold and Luzon Minerals Ltd.
10.20	Employment Agreement dated June 1, 2004 between Vista Gold and Gregory G. Marlier
10.21	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
10.22	Employment Agreement effective as of January 1, 2005 between Vista Gold and Michael B. Richings
10.23	Third Amendment to Purchase Agreement, dated January 19, 2005, between Vista Gold Corp. and Luzon Minerals Ltd.
10.24	Deed of Option, dated October 28, 2004, between Weston Investments, Organic Resources, Vista Gold Corp., Salu Siwa and JCI Limited
10.25	Deed relating to the sale and purchase of Salu Siwa, dated April 21, 2005, between Weston Investments, Organic Resources, Vista Gold (Barbados) Corp., and JCI Limited
10.26	Deed relating to the sale and purchase of 1% shareholding in Company, dated April 21, 2005, between Organic Resources, Vista Gold (Barbados) Corp., and JCI Limited
10.27	Assignment Agreement, dated May 9, 2005, between PT Masmindo Eka Sakti and Vista Gold Corp.
10.28	Assignment Agreement, dated May 9, 2005, between Continental Goldfields Limited and Vista Gold Corp.
10.29	Assignment Agreement, dated May 9, 2005, between ORT Limited and Vista Gold Corp.

90

10.30	Fourth Amendment to Purchase Agreement dated July 18, 2005 between Vista Gold Corp. and Luzon Minerals Ltd. filed as Exhibit 10.1 to the Corporation's Current Report on Form 8-K, dated July 18, 2005 and incorporated herein by reference (File No. 1-9025)
10.31	Finder's Fee Agreement dated as of September 9, 2005 between Vista Gold Corp. and Global Resource Investments Ltd. and Quest Securities Corporation filed as Exhibit 10.2 to the Corporation's Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference (File No. 1-9025)
10.32	Indemnity Agreement dated as of September 9, 2005 between Vista Gold Corp. and Global Resource Investments Ltd. and Quest Securities Corporation filed as Exhibit 10.3 to the Corporation's Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference (File No. 1-9025)
10.33	Form of Subscription Agreement dated September 23, 2005 between Vista Gold Corp. and each Purchaser as defined therein filed as Exhibit 10.4 to the Corporation's Form 10-Q for the quarter ended September 30, 2005 and incorporated herein by reference (File No. 1-9025)
10.34	Fifth Amendment to Purchase Agreement dated November 7, 2005 between Vista Gold Corp. and Luzon Minerals Ltd. filed as Exhibit 10.1 to the Corporation's Current Report on Form 8-K, dated November 7, 2005 and incorporated herein by reference (File No. 1-9025)
10.35	Agreement for Assignment and Assumption of Option Agreement, dated December 9, 2005, by and among Century Gold LLC, Donald J. Decker and Suzanne R. Decker, as Joint Trustees of the Decker Ridge Joint Revocable Trust, Vista Gold Corp. and Victory Gold Inc.
10.36	Assignment and Assumption, dated December 9, 2005, made by and among Century Gold LLC, Donald J. Decker and Suzanne R. Decker, as Joint Trustees of the Decker Ridge Revocable Trust and Victory Gold Inc.
10.37	Indemnification Agreement, dated December 13, 2005, by and between Victory Gold Inc., to and for the benefit of the Frank W. Lewis Revocable Living Trust dated March 15, 2004 and the Sharon F. Lewis Trust dated January 22, 2004
10.38	Indemnification Agreement, dated December 13, 2005, by and between Vista Gold Corp., to and for the benefit of the Frank W. Lewis Revocable Living Trust dated March 15, 2004 and the Sharon F. Lewis Trust dated January 22, 2004
10.39	Form of Subscription Agreement dated February 2, 2006 between Vista Gold Corp. and each Purchaser as defined therein filed as Exhibit 10.1 to the Corporation's Current Report on Form 8-K, dated February 2, 2006 and incorporated herein by reference (File No. 1-9025)
10.40	Mining Tenements Transfer Agreement, dated March 1, 2006, among Pegasus Gold Australia Pty Ltd. (under charges of Ferrier Hodgson as Deed Administrators), Vista Gold Australia Pty Ltd. and Vista Gold Corp. filed as Exhibit 10.1 to the Corporation's Current Report on Form 8-K, dated February 28, 2006 and incorporated herein by reference (File No. 1-9025)
10.41	Agreement, dated March 1, 2006, among the Northern Territory of Australia, Vista Gold Australia Pty Ltd. and Vista Gold Corp. filed as Exhibit 10.2 to the Corporation's Current Report on Form 8-K, dated February 28, 2006 and incorporated herein by reference (File No. 1-9025)

91

10.42	Deed of Variation, Adoption and Release: Jawoyn Agreements, dated March 1, 2006, among the Northern Territory of Australia, Yimuyn Manjerr (Investments) Pty Ltd. (Controller Appointed), Yilgarn Gold Limited (Controller Appointed), Vallance Holdings Pty Ltd. (Controller Appointed), Pegasus Gold Australia Pty Ltd., Jawoyn Association Aboriginal Corporation, Barnjarn Aboriginal Corporation, Vista Gold Australia Pty Ltd. and Vista Gold Corp. filed as Exhibit 10.3 to the Corporation's Current Report on Form 8-K, dated February 28, 2006 and incorporated herein by reference (File No. 1-9025)
10.43	Letter Agreement, dated April 12, 2005, between Prime Corporate Finance Pty Limited and Vista Gold Corp.
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
23.4	Consent of Mine Development Associates
23.5	Consent of Pincock, Allen & Holt
23.6	Consent of Resource Development Inc.
23.7	Consent of Ore Reserves Engineering
23.8	Consent of WLR Consulting, Inc.
24	Powers of Attorney
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

92

SIGNATURES

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

	VISTA GOLD CORP. (Registrant)
Dated: March 31, 2006	By: /s/ Michael B. Richings
	Michael B. Richings,
	President and Chief Executive Officer
Dated: March 31, 2006	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, 2006	By: /s/ Michael B. Richings
	Michael B. Richings,
	President and Chief Executive Officer
Dated: March 31, 2006	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, 2006
* John M. Clark	Director	March 31, 2006
* C. Thomas Ogryzlo	Director	March 31, 2006
* Robert A. Quartermain	Director	March 31, 2006
* W. Durand Eppler	Director	March 31, 2006
* By: /s/ Michael B. Richings
Michael B. Richings         Attorney-in-Fact

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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
	Victory Gold Inc.(2)		Nevada
		Victory Exploration Inc.(6)	Nevada
	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 (Barbados) Corp.(1)			Barbados
	Salu Siwa Pty. Ltd.(7)		Australia
		PT Masmindo Dwi(8)	Indonesia
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
Vista Minerals (Barbados) Corp.(1)			Barbados
	Vista Australia Pty. Ltd.(9)		Australia

(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.

(6)

100% owned by Victory Gold Inc.

(7)

100% owned by Vista Gold (Barbados) Corp.

(8)

100% owned by Salu Siwa Pty. Ltd.

(9)

100% owned by Vista Minerals (Barbados) Corp.

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335 and 333-129720), and in the Registration Statement on Form S-8 (No. 333-105621) of Vista Gold Corp. (the "Company") of our report dated March 17, 2006, relating to the consolidated financial statements of the Company included in this Annual Report on Form 10-K for the year ended December 31, 2005.

/s/ PricewaterhouseCoopers LLP
Chartered Accountants
Vancouver, BC, Canada
March 17, 2006

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, 2005 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, 2006
/s/ C. Thomas Ogryzlo C. Thomas Ogryzlo	Director	March 31, 2006
/s/ Robert A. Quartermain Robert A. Quartermain	Director	March 31, 2006
/s/ W. Durand Eppler W. Durand Eppler	Director	March 31, 2006

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)) 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)

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



(c)

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, 2006 /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)) 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)

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



(c)

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, 2006 /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, 2005, 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, 2006 /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, 2005, 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, 2006 /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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TABLE OF CONTENTS
GLOSSARY
USE OF NAMES
CURRENCY
METRIC CONVERSION TABLE
UNCERTAINTY OF FORWARD-LOOKING STATEMENTS
PART I
PART II
Independent Auditors Report To the Shareholders of Vista Gold Corp.
Comments by Auditors for United States Readers on Canada-United States Reporting Differences
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-10.23

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Exhibit 10.23

[Letterhead of Vista Gold Corp.]

                        January 19, 2005

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:

Purchase and Sale of Amayapampa Gold Project
— Amendment to Purchase Agreement —

Further to our agreement dated December 11, 2003, as amended by our agreements dated May 28, 2004 and July 29, 2004 (collectively, the "Agreement"), which sets out our agreement on the terms on which Vista Gold Corp ("Vista") has agreed to sell to Luzon Minerals Ltd. ("Luzon") and Luzon has agreed to purchase Vista's interest in the Amayapampa Gold Project, this letter confirms our agreement to further amend the terms outlined in the Agreement as described below. As discussed, we understand that, subject to our agreement to amend the Agreement as described below, Luzon has determined that it intends to complete its acquisition of the Amayapampa Project and we look forward to working with you to complete this transaction. All capitalized terms used and not otherwise defined herein have the meanings ascribed to those terms in the Agreement.

Subject to the approval of the TSX Venture Exchange with respect to matters relating to Luzon (such approval to be sought by Luzon as soon as practicable after the date of this letter and confirmation thereof provided to Vista), we hereby agree to amend the Agreement as follows.

1.        Subparagraph 1(a)(iii) of the Agreement is hereby amended to delete the words "Unless Luzon has previously provided Vista with written notice of its intention not to proceed with transactions contemplated by this letter," and to delete sub-subparagraph (C) and replace it with the following:

"(C) within five business days of receiving approval of the TSX Venture Exchange, Luzon will pay to Vista U.S. $100,000 and issue to Vista 2,000,000 Common Shares. In addition, on the earlier of June 15, 2005 or the date of the next financing completed by Luzon after January 19, 2005, Luzon will at its option either (D) pay to Vista U.S. $850,000 in cash or (E) pay to Vista U.S. $425,000 in cash and U.S. $425,000 in units consisting of Common Shares and warrants to acquire Common Shares. If Luzon elects to pay cash and units pursuant to item (E) and completes a financing on or before June 15, 2005, the price for and terms of each unit will be identical to the price and terms of any units issued by Luzon to other arm's length investors as part of such next financing. If a financing is not completed on

or before June 15, 2005 (or is completed but does not involve the issuance of units), each unit will consist of one Common Share and one three year warrant to acquire one Common Share and the price of each unit and the exercise price of each warrant will be equal to lowest price and exercise price, respectively, permitted under the rules of the TSX Venture Exchange".

2.          Subparagraph 1 (a)(iv) of the Agreement is hereby deleted and replaced with the following:

                    "(iv) Within five days of the date that is the earlier of (A) June 15, 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."

3.          Paragraph 1(c) of the Agreement is hereby amended to delete the reference to "June 1, 2004" and replace it with "February 15, 2005".

4.          Subparagraph 1(d)(ii) of the Agreement is hereby deleted and replaced with the following [amendments highlighted]:

                    "(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 underlying the units issued to Vista in accordance with subparagraph (a)(iii), 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;"

Except as amended by this letter, the Agreement remains in effect.

Yours truly,

VISTA GOLD CORP.

By:	/s/  MICHAEL B. RICHINGS
	Michael B. Richings President and CEO
Agreed to and accepted this      day of January, 2005
LUZON MINERALS LTD.
By:	/s/  JAMES A. CURRIE
	Authorized Signatory Name: James (Jim) A. Currie Title: President

2

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Exhibit 10.23

EX-10.24

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Exhibit 10.24

THIS DEED is made the 28th day of October Two thousand and Four

BETWEEN:-	WESTON INVESTMENTS PTY LIMITED (ACN 009 206 473) a company duly incorporated in the State of Western Australian and having its registered office at 945 Wellington Street, West Perth in the said State AND ORGANIC RESOURCE TECHNOLOGY LIMITED (ACN 087 244 228) a company duly incorporated in the State of Western Australia and having its registered office at Unit 11, 4-8 Queen Street, Bentley in the said State (hereinafter called "the Vendor") of the First Part
AND:	VISTA GOLD CORP a corporation continued under the terms of the Yukon Territory and having its registered office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado in the United States of America (hereinafter called "the Purchaser") of the Second Part
	SALU SIWA PTY LIMITED (ACN 080 538 709) a company duly incorporated in the State of Western Australia and having its registered office at 945 Wellington Street, West Perth in the said State (hereinafter called "the company") of the Third Part
	JCI LIMITED a company duly incorporated in the Republic of South Africa and having its registered office C/- P O Box 61719 Marshalltown, South Africa (hereinafter called "the Guarantor") of the Fourth Part

WHEREAS:-

A.

The Vendor is the registered legal and beneficial owner of all of the issued shares in the company.

B.

The Vendor has agreed to grant to the Purchaser an Option to purchase all of the issued shares in the company.

C.

Organic Resource Technology Limited is the owner of a 1% interest in the capital of PT Masmindo Dwi Area an Indonesian Company which holds a Seventh Generation Contract of Works ("COW") covered by decree number 98-K/20.01/DJP/ 1999 issued on 19^th February 1999.

D.

The Guarantor has agreed to guarantee the due performance and observance of the terms, covenants and agreements to be duly performed by the Vendor herein.

E.

The Vendor the company and the Guarantor will provide all technical, commercial, financial and other information relating to the Awak Mas Project in Indonesia.

NOW THIS DEED WITNESSES AND THE PARTIES AGREE AS FOLLOWS:-

1.

In consideration payment of the sum of US $15,000 per month by the Purchaser to the Vendor to a joint account in the names of the Vendor and Purchaser at Cocks Macnish, Barristers & Solicitors, Level 2, 7 Ventnor Avenue, West Perth, Western Australia the first instalment of which is payable on the date hereof (receipt whereof is hereby acknowledged) and thereafter on the 15th day of each and every month the Vendor hereby grants to the Purchaser an Option to purchase all of the shares in the company upon the conditions specified in the Agreement for Sale of Shares annexed to this Deed and marked with the letter "A".

2.

The Vendor the company and the Guarantor hereby agrees to provide all technical, commercial, financial and other information relating to the Awak Mas Project. The parties acknowledge and agree that there are deficiencies in respect of the corporate documents, the COW and PT Masmindo Dwi Area and that all parties agree to cooperate fully in effecting the rectification plan annexed hereto and marked with the letter "B"("rectification plan") together with all other rectification which shall be necessary to put the company, PT Masmindo Dwi Area and the COW in good stead.

3.

All costs in relation to effecting the rectification plan, payment of deadrent, payment of all government taxes and charges, payment of legal, accounting and Indonesian agents' fees in relation to putting all or any of Salu Siwa Pty Limited, PT Masmindo Dwi Area and the COW in good stead shall in the first instance be payable by the Purchaser and such amounts up to an aggregate of US $150,000 shall be credited as part of the purchase price should the Purchaser exercise the Option herein granted.

4.

At any time no later than 5.00pm on the day which is six calendar months from the date of this Deed the Option herein granted may be exercised by a written Notice of Exercise of Option signed by the Purchaser and a cheque made payable to the Solicitor for the Vendor for the balance of the deposit being the deposit of US$150,000 less all sums paid by way of option fee.

5.

The parties hereby agree that sums paid by way of option fee pursuant to Clause 1 and all sums paid by the Purchaser pursuant to Clause 3 up to US$150,000 shall on the exercise of this Option be credited as part of the deposit.

6.

The Notice of Exercise of Option and cheque for the balance of the deposit shall be delivered to the Vendor's Solicitors Cocks Macnish, Barristers and Solicitors, at Level, 2, 7 Ventnor Avenue, West Perth, Western Australia, 6005, Attention: Mr Graeme Macnish.

7.

When this Option is exercised the date of exercise of this Deed shall be deemed to be the date of the Agreement for Sale of Shares.

2

8.

In addition the Vendor and Guarantor will fully cooperate with the Purchaser and undertake to:-

(i)

Restore PT Masmindo Dwi Area to good standing with all licences, permits and related matters necessary for PT Masmindo Dwi Area to legally conduct its business in Indonesia.

(ii)

Negotiate amendments to the terms and conditions of the COW or relinquish the existing COW in exchange for a new COW covering the Awak Mas Project if the Purchaser in its sole discretion requires such new COW.

9.

Until this Option shall expire the Vendor hereby grants an irrevocable Power of Attorney to Vista or if Vista requires to Vista's legal representatives and/or agents to:-

(i)

restore PT Masmindo Dwi Area to good standing with all licences, permits and related matters necessary for PT Masmindo Dwi Area to legally conduct its business in Indonesia.

(ii)

negotiate amendments to the terms and conditions of the COW or relinquish the existing COW in exchange for a new COW covering the Awak Mas Project if the Purchaser it in its sole discretion requires such new COW.

(iii)

do all and any acts and things necessary to effect the rectification plan.

10.

The Vendor hereby agrees to provide all legal and accounting information in their possession and to comply with the due diligence checklist provided by Messrs Whittens as Solicitors to the Vendor annexed hereto and marked with the letter "C".

11.

The Purchaser may at its sole discretion exercise or terminate its Option at any time.

Indemnity

12.

The Vendor hereby indemnifies the Purchaser in respect of any claims, liabilities, loss or damage which may arise by reason of the Purchaser's actions in relation to dealing with PT Masmindo Dwi Area or the COW as part of the Purchaser's due diligence and rectification work or any other matter or thing relating thereto and further agrees that the Vendor will take no action against the Purchaser for any actions carried out by the Purchaser (except where such actions were grossly negligent) in attempting to put in good standing the company, PT Masmindo Dwi Area or the COW.

13.

This Agreement constitutes the entire agreement between the Vendor, Purchaser and Guarantor relating to the grant of Option.

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14.

The parties have not entered into and are not bound by or any other Agreement apart from this Agreement other than the Agreement between Organic Resource Technologies Limited, Salu Siwa Pty Limited and JCI Limited and the Purchaser of even date.

15.

In consideration of the Purchaser entering into this Option Agreement at the request of the Guarantor the Guarantor agrees to guarantee to Vista the due performance and observance by the Vendor of all their obligations under this Agreement during the Option period.

16.

This Agreement shall be binding upon and enure to the benefit of the respective successors and assigns of the parties hereto.

17.

This Agreement is governed and construed in accordance with the law of Western Australia.

Particulars for the service of notices are:
Vendor:	Weston Investments Pty Limited (ACN 009 206 473)
Address:	945 Wellington Street, West Perth, Western Australia
Vendor:	Organic Resource Technology Limited (ACN 087 244 228)
Address:	Unit 11, 4-8 Queen Street, Bentley, Western Australia
Vendor's Solicitor:	Cocks Macnish, Barristers & Solicitors
Address:	Level 2, 7 Ventnor Avenue, West Perth, Western Australia
Purchaser:	Vista Gold Corp
Address:	Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, United States of America
Purchaser's Solicitor:	Whittens, Lawyers & Consultants
Address:	Level 30, 133 Castlereagh Street, Sydney, New South Wales

4

IN WITNESS WHEREOF the Parties have hereunto affixed their hands and seals to this Deed on the day and year as set out hereinbefore.

THE COMMON SEAL OF WESTON INVESTMENTS PTY LIMITED (ACN 009 206 473) was hereunto affixed by Order of the Board of Directors in the presence of:	) ) ) ) )	Director
Secretary
THE COMMON SEAL OF ORGANIC RESOURCE TECHNOLOGY LIMITED (ACN 087 244 228) was hereunto affixed by Order of the Board of Directors in the presence of:	) ) ) ) )	Director
Secretary
THE COMMON SEAL OF VISTA GOLD CORP was hereunto affixed by Order of the Board of Directors in the presence of:	) ) ) )	Director
Secretary
THE COMMON SEAL OF SALU SIWA PTY LIMITED (ACN 080 538 709) was hereunto affixed by Order of the Board of Directors in the presence of:	) ) ) ) )	Director
Secretary
THE COMMON SEAL OF JCI LIMITED was hereunto affixed by Order of the Board of Directors in the presence of:	) ) )	Director
Secretary

5

THIS DEED is made the 28th day of October Two thousand and Four

BETWEEN:-	ORGANIC RESOURCE TECHNOLOGY LIMITED (ACN 087 244 228) a company duly incorporated in the State of Western Australia and having its registered office at Unit 11, 4-8 Queen Street, Bentley in the said State (hereinafter called "Organic") of the First Part
	WESTON INVESTMENTS PTY LIMITED (ACN 009 206 473) a company duly incorporated in the State of Western Australian and having its registered office at 945 Wellington Street, West Perth in the said State (hereinafter called "Weston") of the Second Part
	SALU SIWA PTY LIMITED (ACN 080 538 709) a company duly incorporated in the State of Western Australian and having its registered office at 945 Wellington Street, West Perth in the said State (hereinafter called "Salu Siwa") of the Third Part
	VISTA GOLD CORP a corporation continued under the terms of the Yukon Territory and having its registered office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado in the United States of America (hereinafter called "Vista") of the Fourth Part
	JCI LIMITED a company duly incorporated in the Republic of South Africa and having its registered office C/- P O Box 61719 Marshalltown N/A, South Africa (hereinafter called "the Guarantor") of the Fifth Part

WHEREAS:-

A.

Organic is the owner of one share contained in collective share certificate number 2 ("the share") in the capital of PT Masmindo Dwi Area an Indonesian Company which holds a seventh generation contract of works ("COW") covered by decree number 98-K/20.01/DJP/ 1999 issued on 19^th February 1999.

B.

Organic has agreed to grant to Vista or its nominee an option to purchase the share for the sum of US $1.00.

C.

Weston has agreed with Organic not to exercise the pre-emptive rights contained in Articles 9(3) and 9(4) of the Deed of Establishment of the Limited Liability Company PT Masmindo Dwi Area and Salu Siwa hereby confirms that it does not wish to purchase the share pursuant to the pre-emptive rights therein contained.

NOW THIS DEED WITNESSES AND THE PARTIES AGREE AS FOLLOWS:-

1.

In consideration of the payment of the sum of US $1.00 by Vista to Organic, Organic hereby grants to Vista or its nominee an Option to purchase the share in PT Masmindo Dwi Area expiring on the            day of                        2005 upon the conditions specified in the Agreement for Sale of Shares annexed to this Deed and marked with the letter "A".

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2.

At any time no later than 5.00pm on the day which is six calendar months from the date of this Deed of Option, the Option herein granted may be exercised by written Notice of Exercise of Option signed by Vista or its nominee and a cheque made payable to Organic in the sum of US Ten dollars ($US10.00).

3.

If Vista wishes to nominate a person or persons, a company or companies or any combination thereof as the purchaser of the said interest in lieu of Vista, then Vista shall notify Organic in writing as to the name of the nominee on or prior to exercise of the Option.

4.

Where the Option is exercised by the nominee there shall also be delivered at the time of the exercise of Option a form of nomination signed by Vista and the nominee.

5.

The Notice of Exercise of Option and cheque for the sum of US Ten dollars ($US10.00) shall be delivered to the Vendor's Solicitors, Cocks Manish, Barristers & Solicitors, at Level 2, 7 Ventnor Avenue, West Perth, Western Australia, 6005, Attention: Mr Graeme Macnish.

6.

When this Option is exercised the date of exercise of this Deed shall be deemed to be the date of the Agreement for Sale of Shares. Vista or its nominee as the case may be shall be shown as the Purchaser in the Agreement for Sale of Shares.

7.

In addition Organic, Salu Siwa and the Guarantor will fully cooperate with Vista and undertake to:-

(i)

Restore PT Masmindo Dwi Area to good standing with all licences, permits and related matters necessary for PT Masmindo Dwi Area to legally conduct its business in Indonesia.

(ii)

Negotiate amendments to the terms and conditions of the COW or relinquish the existing COW in exchange for a new COW covering the Awak Mas Project if Vista in its sole discretion requires such new COW.

(iii)

Do all and any acts and things necessary to effect the rectification plan annexed hereto and marked with the letter "B" ("the rectification plan").

8.

Until this Option shall expire Organic and Salu Siwa hereby grant an irrevocable Power of Attorney to Vista of if Vista requires to Vista's legal representatives and/or agents to:-

(i)

Restore PT Masmindo Dwi Area to good standing with all licences, permits and related matters necessary for PT Masmindo Dwi Area to legally conduct its business in Indonesia.

(ii)

Negotiate amendments to the terms and conditions of the COW or relinquish the existing COW in exchange for a new COW covering the Awak Mas Project if Vista in its sole discretion requires such new COW.

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(iii)

Do all and any acts and things necessary to effect the rectification plan.

9.

Organic hereby agrees to provide all legal and accounting information in its possession and to cooperate fully in effecting the rectification plan.

10.

Vista may at its sole discretion exercise or terminate this Option at any time.

11.

Organic hereby indemnifies Vista in respect of any claims, liabilities, loss or damage which may arise by reason of Vista's actions in relation to PT Masmindo Dwi Area or the COW or any other matter or thing relating thereto and further agrees that Organic will take no action against Vista for any actions carried out by the Purchaser in attempting to put in good standing the company, PT Masmindo Dwi Area or the COW.

12.

This Agreement constitutes the entire agreement between Organic, Vista, Weston and JCI relating to the grant of Option.

13.

The parties have not entered into and are not bound by or any other Agreement apart from this Agreement other than the Agreement between Weston, Organic, Vista, Salu Siwa and JCI Limited of even date.

14.

Weston hereby confirms that it will not exercise the pre-emptive rights granted to it as contained by Articles 9(3) and 9(4) of the Deed of Establishment of Limited Liability Company PT Masmindo Dwi Area and confirms (as testified by its execution hereof) that it does not wish to purchase the share.

15.

In consideration of Vista entering into this Option Agreement at the request of the Guarantor the Guarantor agrees to guarantee to Vista the due performance and observance by Organic of all its obligations under this Agreement during the Option period.

16.

This Agreement shall be binding upon and enure to the benefit of the respective successors and assigns of the parties hereto.

17.

This Agreement is governed and construed in accordance with the Law of Western Australia.

8

IN WITNESS WHEREOF the parties have hereunto affixed their hands and seals to this Deed on the day and year as set out hereinbefore.

THE COMMON SEAL OF ORGANIC RESOURCE TECHNOLOGY LIMITED (ACN 087 244 228) was hereunto affixed by Order of the Board of Directors in the presence of:	) ) ) ) )	Director
Secretary
THE COMMON SEAL OF WESTON INVESTMENTS PTY LIMITED (ACN 009 206 473) was hereunto affixed by Order of the Board of Directors in the presence of:	) ) ) ) )	Director
Secretary
THE COMMON SEAL OF SALU SIWA PTY LIMITED (ACN 080 538 709) was hereunto affixed by Order of the Board of Directors in the presence of:	) ) ) )	Director
Secretary
THE COMMON SEAL OF VISTA GOLD CORPORATION was hereunto affixed by Order of the Board of Directors in the presence of:	) ) ) )	Director
Secretary
THE COMMON SEAL OF JCI LIMITED was hereunto affixed by Order of the Board of Directors in the presence of:	) ) ) )	Director
Secretary

9

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Exhibit 10.24

EX-10.25

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Exhibit 10.25

THIS DEED is made the 21st day of April    Two thousand and five

BETWEEN:	WESTON INVESTMENTS PTY LIMITED (ACN 009 206 473) a company duly incorporated in the State of Western Australian and having its registered office at 945 Wellington Street, West Perth in the said State AND ORGANIC RESOURCE TECHNOLOGY LIMITED (ACN 087 244 228) a company duly incorporated in the State of Western Australia and having its registered office at Unit 11, 4-8 Queen Street, Bentley in the said State (hereinafter jointly called "the Vendor") of the First Part
AND:	VISTA GOLD CORP a corporation continued under the terms of the Yukon Territory and having its registered office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado in the United States of America (hereinafter called "the Purchaser") of the Second Part
	SALU SIWA PTY LIMITED (ACN 080 538 709) a company duly incorporated in the State of Western Australia ad having its registered office at 945 Wellington Street, West Perth in the said State (hereinafter called "the Company") of the Third Part
	JCI LIMITED a company duly incorporated in the Republic of South Africa and having its registered office C/- P O Box 61719 Marshalltown, South Africa (hereinafter called "the Guarantor") of the Fourth Part

RECITALS

A.

The Company is registered under the Corporations Law and carries on the business of Mining and Exploration in the Republic of Indonesia and has ACN 080 538 709.

B.

The Vendor is the registered, legal and beneficial owner of all the issued shares in the Company.

C.

The Vendor agreed to sell and the Purchaser agreed to purchase the Vendor's shares in the Company on the terms contained in this Agreement.

D.

The Guarantor has agreed to guarantee the due performance and observance of the covenants and agreements to be duly performed by the Vendor hereunder.

OPERATIVE PART
Interpretation Provisions

1.

In this Agreement:

(1)

"this Agreement" means this deed for the sale of shares and includes the schedule and annexures to this deed;

(2)

"bank" means a bank as defined in the Banking Act 1959, the Reserve Bank or a State bank;

(3)

"business" means the Company's business;

(4)

"Business day" means any day which is not Saturday, Sunday or a public holiday;

(5)

The reference to "Dollars" is to American currency;

(6)

"Vendor" includes:

(a)

when an individual, the Vendor's legal personal representatives;

(b)

when several individuals, the vendors jointly and their respective legal personal representatives;

(c)

when a company or corporation, its successor and assigns;

(7)

"Purchaser" includes:

(a)

when an individual, the Purchaser's legal personal representatives;

(b)

when several individuals, the purchasers jointly and their respective legal personal representatives;

(c)

when a company or corporation, its successor and assigns;

(8)

words expressed in the singular include the plural and vice versa;

(9)

words expressed in one gender include the other genders, as is appropriate in the context;

(10)

the reference to "person" includes a corporation.

General contractual provisions
Governing Law

2. (1) This Agreement is governed and construed in accordance with the law of Western Australia.

2

Joint and several Liability

(2)

Two or more parties to this Agreement who represent the same interest, as Vendor or Purchaser, assume the liability to comply with their obligations under this Agreement jointly and in addition each of them assumes those obligations severally.

Compliance with notices on business day

(3)

If under the provisions of this Agreement or under any notice of demand anything is required to be done on a day which is not a Business day, the day of the last day for compliance is deemed to be the immediately following Business day.

Agreement to Sell
Purchase Price

3. (1) The Vendor agrees to sell and the Purchaser agrees to purchase the Vendors' 3 ordinary shares in the Company for the price of US One million five hundred thousand dollars (US $1,500,000).

Manner of Payment

(2)

The purchase price shall be paid as specified in clauses 4 and 5.

Deposit
Payment of Deposit

4.	(1)	On or before the date of entering into this Agreement the Purchaser shall pay in cash or by cheque $ US X as a deposit and in part payment of the purchase price to the Vendor's Solicitors Cocks Macnish, Barristers & Solicitors Level 2, 7 Ventnor Avenue, West Perth, Western Australia (hereinafter called "Cocks Macnish") to be held by them as stakeholder.
		X shall be calculated as follows: $ X = $150,000 - $ Y were X is the deposit, Y is the sum total of all monies paid as option payments pursuant to the Deed of Option to which this Agreement is attached.
		All monies paid as Option payments shall be credited as part of the deposit.
	(2)	If the deposit is not paid in accordance with Clause 4(1) or any cheque for the deposit is not honoured on presentation, the Purchaser is in default of an essential obligation under this Agreement and the Vendor may terminate this Agreement.
	(3)	On completion of the sale the deposit shall vest in the Vendor.

3

Balance Purchase Price

5.	(1)	On completion the Purchaser shall be entitled to and shall deduct from the balance purchase price the lesser of the sum of US$150,000.00 or the sum actually expended by the Purchaser in effecting the rectification plan, payment of deadrent, payment of all government taxes and charges, payment of legal, accounting and Indonesian agents' fees in relation to putting all or any of Salu Siwa Pty Limited, PT Masmindo Dwi Area and the COW in good stead.
	(2)	The balance of the purchase price and all other amounts payable by the Purchaser at the time of completion shall be paid on completion of the sale by bank cheque to the Vendor's Solicitors, Cocks Macnish or as the Vendor's Solicitors direct in writing.
	(3)	Completion of this Agreement is conditional upon and interdependent with the simultaneous completion of an agreement for sale of shares by Organic Resource Technologies Limited of a 1% interest being one share held by Organic Resource Technologies Limited in PT Masmindo Dwi Area and without limiting the generality of the foregoing is conditional upon all approvals being received for the transfer of the share including:-

(a)

a waiver of the pre-emptive rights from the Vendor over the approval and the transfer of the Share in PT Masmindo Dwi Area;



(b)

the approval of the Indonesian Minister of Energy and Mineral Resources, acting through the Director General of Geology and Mineral Resources ("DGGM") for the transfer of the Share; and



(c)

the approval of an Indonesian Capital Investment Coordination Board ("BKPM") for the transfer of the Share.

Guarantee for Vendor's Obligations
Guarantee

6. (1) In consideration of the Purchaser entering into this Agreement to purchase the Vendor's shares at the request of the Vendor, the Vendor's Guarantor agrees to guarantee to the Purchaser.

(a)

The performance and observance by the Vendor of all its obligations under this Agreement, before, on and after completion of the sale.



(b)

the accuracy and fulfilment of all warranties and representations made by or on behalf of the Vendor either in the Agreement or to induce the Purchaser to enter into or to complete this Agreement.



(c)

The payment of any money by the Vendor to the Purchaser, to the Company or to any third party, in accordance with this Agreement.

4

Continuing Guarantee

(2)

This is a continuing guarantee for a period of 12 months from completion and binds the Vendor's Guarantor notwithstanding:



(a)

the subsequent death, bankruptcy or liquidation of any one or more of the Vendor and the Vendor's Guarantor.



(b)

any indulgence, waiver or extension of time by the Purchaser to the Vendor or to the Vendor's Guarantor.



(c)

completion of the sale of shares.

Guarantor's Obligations to Pay

(3)

In the event of any breach by the Vendor covered by this guarantee, the Purchaser may proceed to recover the amount claimed as a debt or as damages from the Vendor's Guarantor without having instituted legal proceedings against the Vendor and without first exhausting the Purchaser's remedies against the Vendor.

Vendor's Warranties
The Warranties

7. (1) The Vendor makes each of the warranties contained hereunder.

Interpretation of warranties

(2)	(a)	Each warranty contained in this Agreement is a separate warranty and its scope and meaning is not limited or governed by the existence and scope of any other warranty.
	(b)	When a warranty is expressed in absolute terms, it covers the particular topic or matter, including anything known to the Vendor.

Entire Agreement
The Agreement

8. (1) This Agreement constitutes the entire agreement between the Vendor and the Purchaser relating to the sale of shares.

Collateral agreements

(2) The parties have not entered into and are not bound by any collateral or other agreement apart from this Agreement other than the Agreement for Sale of Shares between Organic and the Purchaser or its nominee of even date relating to a 1% interest held by Organic in PT Masmindo Dwi Area.

Vendor's Warranties

9. (1) The Vendor makes each of the warranties contained in this clause.

5

Accuracy of warranties

(2)

The Vendor warrants that the warranties contained in this Agreement are accurate, contain no material omissions and are not misleading.

Application of Warranties at Completion

(3)

Any warranties which are expressed to apply at the date of this Agreement also apply as warranties made by the Vendor with reference to the facts existing at the date of completion of the sale of shares to the Purchaser.

Disclosure of facts rendering warranty incorrect

(4)

In the event of the Vendor becoming aware prior to completion of any facts which render any of the warranties contained in this Agreement incorrect, inaccurate, false or misleading, the Vendor warrants that the Vendor will disclose those facts to the Purchaser prior to completion.

Merger

(5)

The warranties contained in this Agreement do not merge on completion of the sale of shares.

Rescission for Breach of Warranty

(6)

If the Purchaser before completion discovers a breach of any warranty contained in this Agreement which would render the Vendor liable for debt or for damages exceeding five thousand dollars ($5,000) or would reduce the value of the Company's business or any of the company's assets or increase its liabilities by an amount exceeding five thousand dollars ($5,000), the Purchaser may elect;



(a)

to complete the purchase of shares and receive an adequate allowance on completion to remove the effect of or to compensate for the breach of warranty, or



(b)

to rescind this Agreement before completion of the sale.

Liability for Damages

(7)

The Vendor is liable to the Purchaser for damages for any breach of the warranties contained in this Agreement, whether the breach of warranty is discovered by the Purchaser before or after completion of the sale, unless the Purchaser:-



(a)

shall have rescinded this Agreement in accordance with this clause; or



(b)

was aware of the breach of warranty before completion and decided to proceed with completion.

6

The Warranties

(8)

The Vendor warrants that:



A.

Vendor's capacity and title to shares



(a)

The Vendor is the beneficial owner of the shares included in the sale, and has, and will at the time of completion have absolute title to those shares.



(b)

The shares included in the sale are not, and will not be on completion, be subject to any mortgage, charge, encumbrance, or other liability which would attach to the shares or bind the Purchaser.



(c)

There are no unsatisfied judgments, orders or writs of execution against the Vendor or affecting the shares included in the sale.



(d)

The Vendor is not bankrupt, insolvent, or subject to current proceedings for bankruptcy or winding up, nor for the appointment of a receiver or other controller or administrator.



B.

Company's Corporate Status



(a)

The Company has not received:



(i)

any notice, summons or order for winding up;



(ii)

any notice or order for the appointment of a receiver or other controller or administrator.



(b)

The Company is not aware of any unsatisfied judgments, orders or writs of execution against the Company of affecting its business, assets or affairs.



(c)

There is no current or threatened civil or criminal proceeding, arbitration or dispute involving the Company (as plaintiff or as defendant) of which the Vendor is aware.



(d)

The copy of the memorandum and articles of association furnished by the Vendor to the Purchaser, the register of members, the minute books of meetings of the Company and of the directors and the registers of directors, principal executive officers and secretaries, charges, and the other registers and statutory records required by law to be maintained by the Company are accurate at the date of this Agreement.

7

C.

Business



(a)

The Company's assets used in the business, which are disclosed in its financial and taxation records and in Schedule 1, including plant, equipment, mining leases (called the Company's assets").



(i)

are owned absolutely by the Company as legal and beneficial owner;



(ii)

are not subject to any mortgage, charge or encumbrance;



(iii)

are all in the Company's possession;



(iv)

are not subject to any currently pending lease, credit sale, hire purchase, or other agreement under which any other person has title or an interest or outstanding financial interest in any item

except as specified in Schedule 1.

(b)

The Company has not entered into any commitment for capital expenditure to acquire modernise or repair any assets, except as specified in Schedule 1.



(c)

The Company is not subject to any contractual arrangements relating to the business (other than service or maintenance agreements relating to plant or equipment) which:



(i)

currently subsist for a period exceeding 12 months after the date of this Agreement or,



(ii)

involve total financial liability for the Company which is likely to exceed one thousand dollars ($1,000), unless



(iii)

it is disclosed in Schedule 1.

(d)	(i)	As far as the Company is aware the Company complies with local government, environmental, health, safety and other regulations for the lawful conduct of the business;
	(ii)	As far as the Company is aware the company has filed the necessary returns, information or notices with the statutory authorities with regard to the business.

D.

Financial Position



(a)

All the written information provided by or on behalf of the Vendor to or on behalf of the Purchaser, relating to past or current turnover, profits, expenses and any other financial information relating to the Company its business and affairs is true accurate and complete.

8

(b)

As far as the Company is aware the Company's accounts and financial statements which have been produced to the Purchaser have been prepared in accordance with generally accepted Australian accounting standards and practices, give a true and fair summary of the financial position of the business during those periods and are in all material respects true and correct.



(c)

As far as the Company is aware the latest annual accounts of the Company, for the financial year ending 30 June 2004 (called "final accounts"):



(i)

fully and correctly state the assets of the Company at that period and its income, expenditure and liabilities;



(ii)

make adequate provision for and contain adequate reserves for —



a.

amounts due to employees if their employment were terminated, including for long service leave, but not including severance or redundancy payments;



b.

taxation liabilities for the accounting period of the final accounts;



c.

actual and contingent liabilities of which the Company is aware, including loans or other moneys due by or to the Vendor and to the Company's directors and officers;



d.

there is no material change in the financial position, assets and liabilities of the Company at the date of this Agreement from those disclosed in the final accounts, except as disclosed in Schedule 1.



E.

Taxation



(a)

In this section:



(i)

the warranties relate to the Company's taxation liability up to 30 June 2004 (called "taxation period");



(ii)

taxation returns refers to the returns lodged by the Company in respect of any taxation liability.



(b)

The Company has made all the taxation returns required for the taxation period in respect of any taxation liability and:



(i)

those taxation returns were correct and contained full and accurate disclosure of all facts and circumstances which may be material to each taxation assessment;



(ii)

none of the taxation returns is or has been the subject of dispute or litigation between the Company and a taxation authority;



(iii)

the Company's total liability for taxation in respect of the taxation period has been paid or is fully allowed in the final accounts of the Company.

9

(c)

As far as the Company is aware, the Company is not liable to pay any additional taxes, penalties, fines, interest, in respect of any income, profit, gain, capital gain, transaction, circumstance or event, which arose, occurred, or deemed to have arisen or occurred during the taxation period.

Indemnities
Definition

10.	(1)	In this clause:
		"taxation liability" means the Company's liability for taxes, duties or levies made by the Crown in the right of the Commonwealth of Australia or of any State or Territory or of any of their respective instrumentalities, including income tax, sales tax, customs duty, stamp duty, and all costs, charges, interest, fines, penalties and expenses which are included in, or are incidental to or relate to, the Company's taxation liability.

General Indemnity

(2)

The Vendor indemnifies the Purchaser and the Company in respect of any claims, liability, loss or damage which constitutes a breach of any of the warranties contained in this Agreement.

Taxation Indemnity

(3) (a) The Vendor indemnifies the Purchaser and the Company in respect of any taxation liability of the Company in breach of the warranties contained in this Agreement.

(b)

If the Company receives after completion any correspondence, questionnaire, claim, demand or assessment relating to a taxation liability relating wholly or partly to any period before completion of this Agreement, the Company or the Purchaser will promptly notify the Vendor in writing and provide to the Vendor a copy of any written correspondence or material received in connection with that taxation liability.



(c)

In the event of a notice of assessment having been received by the Company in respect of a taxation liability within paragraph (d) which the Company is legally required to pay even if liability is contested, the Vendor will pay the amount required to be paid to the authority entitled to receive payment, or if the Company has paid the assessment, to the Company, within the time required in the assessment.



(d)

The Vendor may, before or after making such payment, require the Company to take the necessary action to contest the validity of the assessment and the Company's liability to taxation, at the Vendor's expense.



(e)

The Vendor indemnifies the Company and the Purchaser in respect of all reasonable costs which may be incurred by or on behalf of the Company in contesting the Company's taxation liability and any legal or other costs which the Company may be ordered to pay to the taxation authority if the Company's challenge is wholly or partly unsuccessful.

10

(f)

The Company agrees to contest any taxation liability by retaining solicitors, barristers and other professional advisers requested by the Vendor, subject to the Company's approval of such advisers, any approval not to be unreasonably delayed or withheld.



(g)

Any settlement or compromise with a taxation authority relating to a taxation liability shall require the consent of the Company and the Vendor, such consent not to be unreasonably delayed or withheld.

Confidential Information

(4)

The Vendor agrees during the period of 5 years from the day on which the sale of shares to the Purchaser is completed, to keep secret and confidential and not to publish, disclose or divulge (except with the Company's authority), nor to use or attempt to use, any confidential information regarding the Company and the business, including:



(a)

confidential financial information regarding the business.

Property, Risk and Title

11.

The property, risk (of loss or damage) and title to the Vendor's shares:

(a)

remains with the Vendor until completion.

(b)

passes to the Purchaser on and from completion.

Costs
Legal and Other Costs

12. (1) Each party shall bear its own legal and other costs of the negotiations, and the preparation, execution and completion of this Agreement and of all other instruments.

Stamp Duty

(2)

The Purchaser is responsible for stamp duty payable on this Agreement, the transfers of shares, and on all other instruments executed pursuant to the provisions of this Agreement.

Conduct Pending Completion
Assistance to Purchaser

13. (1) From the date of this Agreement to completion the Vendor and the Company agree to cooperate with the Purchaser to allow the Purchaser, and the Purchaser's employees and agents, including solicitors, accountants and other consultants, to:

(a)

attend during business hours at the Company's premises;



(b)

observe the conduct of the Company's business;

11

(c)

inspect and examine the Company's statutory, financial, taxation and other records, correspondence, and documents;



(d)

consult with the auditor, officers and employees of the Company, with regard to the conduct of the Company's business and the assets, liabilities, employees and business of the Company.

Management and Conduct of Business

(2) (a) The Company will conduct and manage its business and affairs:-

(i)

with reasonable care and skill;



(ii)

as a going concern;



(iii)

so as to maintain the goodwill, value and profitability of the business; and



(iv)

to preserve intact its business organisation, employees, management, suppliers and distributors;



(b)

the Company shall:



(i)

maintain, preserve and keep in working condition its assets, plant and equipment;



(ii)

maintain the licences, permits and authorities held by the Company which are required to conduct its business;



(iii)

maintain until after completion all insurance policies held by the Company at the date of this Agreement;



(iv)

maintain up to date the Company's statutory, financial and other books, accounts and records;



(c)

the Company shall not:



(i)

dispose of or encumber any of its assets, other than in the ordinary course of business;



(ii)

enter into any material contract, commitment or liability;



(iii)

purchase any assets, plant or equipment;



(iv)

terminate the office or employment of any officer or employee of the Company or alter the remuneration or conditions of employment of employees;



(v)

hire or appoint any new employees or officers of the Company;



(vi)

alter the constitution of the Company, hold any meetings of the Company, pass any resolutions, allot any shares, declare any dividend or distribute assets or profits of the Company.

12

Requisitions
Time for requisitions and subjects of requisitions

14.

The Purchaser or the Purchaser's solicitor may, within 14 days from the date of this Agreement, deliver to the Vendor's solicitor or to the Vendor if not represented by a solicitor, requisitions and inquiries regarding the Vendor's shares, the company, the company's business and the topics covered in this Agreement.

Completion
Time of Completion

15. (1) Completion of the sale shall occur on the later of 3.00pm on the 21^st day from the date hereof or after satisfaction of the conditions as set out in Clause 5.2 of Deed of even date between Organic Resource Technology Limited and the Purchaser as named in the Deed and the Guarantor but in this respect time is not of the essence of this Agreement. If the conditions set out in Clause 5.2 have been satisfied and completion does not occur on that date, either party may on or after the next Business day serve on the other party a notice requiring completion to occur on a Business day which is not less than seven (7) days (after the date when the notice is received by the recipient of the notice, rendering that date an essential time for completion.

Place of Completion

(2)

Completion shall be effected at the Vendor's solicitor's office or at such other place as is nominated by the Vendor's solicitor which shall not be situated more than two kilometres from the General Post Office at Perth.

Vendor to Vest Title and Control

(3)

On completion the Vendor will vest in the Purchaser title to the Vendor's shares in the Company and control of the Company's business and affairs, and the parties will comply with all matters required to occur on completion in accordance with this Agreement.

Delivery to Purchaser on Completion

(4)

On completion the Vendor will deliver to the Purchaser:



(a)

a statutory declaration verifying the Vendor's title, capacity and ownership of the Vendor's shares in the Company;



(b)

share certificates in respect of the Vendor's shares;



(c)

transfers of the Vendor's shares to the Purchaser, duly executed;



(d)

discharges or releases of mortgages, charges or encumbrances, or of outstanding interests, over any asset of the Company;



(e)

written resignations by the directors, secretary and public officer of the Company;



(f)

authority for alteration of instructions for the operation of the Company's bank accounts, as required by the Purchaser, duly executed;



(g)

the following property and records of the Company:



(i)

the certificate of incorporation;

13

(ii)

the common seal and any other seals;



(iii)

minutes books of directors' and shareholders' meetings;



(iv)

available copies of the memorandum and articles of association;



(v)

registers of members, directors, charges, and any other statutory registers, fully entered up to the date of completion;



(vi)

cheque books, deposit books, bank statements and other banking books and records;



(vii)

control over the financial, accounting and business records, including copy taxation returns, assessments, and all other documents and records held by the Company relating to its business, assets, liabilities and affairs;



(viii)

title deeds and records of ownership relating to the Company's assets, including all leases, licences, authorities and permits in respect of the business;



(ix)

insurance policies held by the Company;



(x)

the trust deed, and all books, records, taxation returns, relating to the Company's superannuation fund;



(h)

the Vendor's authority to receive the balance purchase price and a direction as to its payment.

Meeting of Directors

(5)

The Vendor will cause a meeting of the Company's directors to be held at the time and place of completion in order to:



(a)

accept the resignations of the Company's directors, secretary and public officer;



(b)

appoint the Purchaser's nominees as directors, secretary and public officer;



(c)

approve the Purchaser as member of the Company and resolve to register the transfers of shares subject to the transfers being stamped with payment of stamp duty;



(d)

authorise the new arrangements for operating the Company's bank accounts.

Purchaser's obligations on completion

(6)

On completion the Purchaser will deliver to the Vendor:



(a)

a nomination of the persons whom the Purchaser desires to be the company's directors, secretary and public officer and their written consent to accept nomination for those offices;



(b)

bank cheques for the balance purchase price to the Vendor or as the Vendor may direct;

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(c)

an order authorising the stakeholder to account to the Vendor for the deposit;



(d)

any other documents, authorities or undertakings expressly provided in this Agreement.

Vendor's Conduct after Completion

16. (1) For the period of 5 years after completion, the Vendor will provide to the Purchaser or to persons nominated by the Purchaser, including to the directors and the auditor of the Company, such information and explanation relating to the affairs of the Company prior to completion as is reasonably required by the Purchaser for the purpose of litigation or disputes involving the Company and third parties, and to satisfy the requirements of taxation and other authorities.

Vendor's Default

17.

If this Agreement is terminated by the Purchaser upon the Vendor's breach of an essential term or repudiation of this Agreement or for the breach of any warranty contained in this Agreement which would have a material effect on the Purchaser's decision to proceed with completion, the Purchaser is entitled to recover from the Vendor:

(a)

return of the deposit and any other money paid by the Purchaser on account of the purchase price;

(b)

the Purchaser's legal and other costs and disbursements which are reasonably incurred before and during the abortive purchase, including the application fees and costs of arranging finance;

(c)

except when termination is for breach of warranty, general damages in respect of the loss or damage suffered by the Purchaser, but the Purchaser is not entitled to recover and the Vendor is exempted from liability for prospective loss of profits and for other damages consequential on the business not being acquired by the Purchaser.

Purchaser's Default
Consequences of Termination

18.

If the Vendor terminates this Agreement due to the Purchaser's breach of an essential term or repudiation of this Agreement, the Vendor is entitled:

(a)

to forfeit the deposit which is paid or is payable under this Agreement;

(b)

to retain or to resell the Vendor's shares in the Company;

(c)

to recover damages from the Purchaser for breach of this Agreement and for repudiation, giving credit for the forfeited deposit.

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Rescission of Agreement
Consequences of Rescission

19.

If this Agreement is rescinded by either party pursuant to an express right to rescind contained in this Agreement:

(a)

it is a rescission ab initio and the parties shall be restored, as far as possible, to the position as if they had not entered into this Agreement;

(b)

the deposit and any other money, including interest, paid by the Purchaser towards the purchase price, shall be refunded to the Purchaser, together with the interest earned on the deposit if it was invested;

(c)

each party will bear its own costs and expenses of entering into and participating in this Agreement and the rescission;

(d)

neither party will be liable to the other party for any damages or claims under or relating to this Agreement.

Service of Notices
Modes of Service

20. (l) Any notice or demand under this Agreement may be made or given by a party or by that party's solicitor to the other party or to that party's solicitor; delivered personally, or posted by prepaid post addressed to the party's or to the solicitor's address shown in this Agreement.

Particulars for Service

(2)

Particulars for the service of notices are:-

Vendor:	Weston Investments Pty Limited (ACN 009 206 473)
Address:	945 Wellington Street, West Perth, Western Australia
Vendor:	Organic Resource Technology Limited (ACN 087 244 228)
Address:	Unit 11, 4-8 Queen Street, Bentley, Western Australia
Vendor's Solicitor:	Cocks Macnish, Barrister & Solicitors
Address:	Level 2, 7 Ventnor Avenue, West Perth, Western Australia
Purchaser:	Vista Gold Corp
Address:	Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, United States of America
Purchaser's Solicitor:	Whittens, Lawyers & Consultants
Address:	Level 30, 133 Castlereagh Street, Sydney, New South Wales

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Schedule 1

Matters referred to and arising from the warranties in clause 9

Commitment for capital expenditure to acquire, modernise or repair assets (clause 9(8)C(b))

Assets	Particulars of Commitment	Anticipated Cost	Date or period of liability
7th Generation Contract of Works	US Expenditure COW	$200,000 (USD)	Current

17

IN WITNESS WHEREOF the Parties have hereunto affixed their hands and seals to this Deed on the day and year as set out hereinbefore.

THE COMMON SEAL OF WESTON INVESTMENTS PTY LIMITED (ACN 009 206 473) was hereunto affixed by Order of the Board of Directors in the presence of:	) ) ) ) )	Director
Secretary
THE COMMON SEAL OF ORGANIC RESOURCE TECHNOLOGY LIMITED (ACN 087 244 228) was hereunto affixed by Order of the Board of Directors in the presence of:	) ) ) ) )	Director
Secretary
THE COMMON SEAL OF VISTA GOLD CORP was hereunto affixed by Order of the Board of Directors in the presence of:	) ) ) )	Director
Secretary
THE COMMON SEAL OF SALU SIWA PTY LIMITED (ACN 080 538 709) was hereunto affixed by Order of the Board of Directors in the presence of:	) ) ) ) )	Director
Secretary
THE COMMON SEAL OF JCI LIMITED was hereunto affixed by Order of the Board of Directors in the presence of:	) ) )	Director
Secretary

18

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Exhibit 10.25

EX-10.26

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Exhibit 10.26

THIS DEED is made the 21st day of April,    Two thousand and Five

BETWEEN:	ORGANIC RESOURCE TECHNOLOGY LIMITED (ACN 0887 244 228) a company duly incorporated in the State of Western Australia and having its registered office at Unit 11, 4-8 Queen Street Bentley in the said State (hereinafter called "the Vendor") of First Part
	VISTA GOLD (BARBADOS) CORP. a company duly incorporated in Barbados having its registered office at Braemar Court, Deighton Road, St. Michael, Barbados (hereinafter called the "Purchaser") of the Second Part
	JCI LIMITED a company duly incorporated in the Republic of South Africa and having its registered office C/- P O Box 61719 Marshalltown N/A, South Africa (hereinafter called "the Guarantor") of the Third Part

RECITALS:-

A.

The Vendor is the registered owner of one fully paid share in PT Masmindo Dwi Area (the "Company").

B.

The Vendor agreed to sell and the Purchaser agreed to Purchase the Vendor's share in the company on the terms contained in this Agreement.

C.

The Parties have entered into this Agreement to give immediate effect to their agreement for sale and purchase of the Share.

D.

The Guarantor has agreed to guarantee the due performance and observance of the covenants and agreements to be duly performed by the Vendor hereunder.

1.       OPERATIVE PART
Interpretation Provisions

In this Agreement:

(a)

"this Agreement" means this deed for the sale of shares and includes the schedule and annexures to this deed;



(b)

"bank" means a bank as defined in the Banking Act 1959, the Reserve Bank or a State bank;



(c)

"business" means the Company's business;



(d)

"Business day" means any day which is not Saturday, Sunday or a public holiday;

(e)

The reference to "Dollars" is to American currency;



(f)

"Vendor" includes:



(i)

when an individual, the Vendor's legal personal representatives;



(ii)

when several individuals, the vendors jointly and their respective legal personal representatives;



(iii)

when a company or corporation, its successor and assigns;



(iv)

"Purchaser" includes:



a.

when an individual, the Purchaser's legal personal representatives;



b.

when several individuals, the purchasers jointly and their respective legal personal representatives;



c.

company or corporation, its successor and assigns;



(v)

words expressed in the singular include the plural and vice versa;



(vi)

words expressed in one gender include the other genders, as is appropriate in the context;



(vii)

the reference to "person" includes a corporation.

2.       General Contractual Provisions
Governing Law

2.1

This Agreement is governed and construed in accordance with the law of Western Australia.

Joint and several Liability

2.2

Two or more parties to this Agreement who represent the same interest, as Vendor or Purchaser, assume the liability to comply with their obligations under this Agreement jointly and in addition each of them assumes those obligations severally.

Compliance with Notices on Business Day

2.3

If under the provisions of this Agreement or under any notice of demand anything is required to be done on a day which is not a Business day, the day of the last day for compliance is deemed to be the immediately following Business day.

3.       Agreement to Sell
Purchase price

3.1

The Vendor agrees to sell and the Purchaser agrees to purchase the Vendor 1 share in the Company for the price of US One hundred dollars ($US100).

2

Manner of payment

3.2

The purchase price shall be paid as specified in clauses 4 and 5.

4.       Deposit
Payment of deposit

4.1

On or before the date of entering into this Agreement the Purchaser shall pay in cash or by cheque of US Ten dollars ($US10) as a deposit and in part payment of the purchase price to the Vendor's Solicitors Cocks Macnish, Barristers & Solicitors Level 2, 7 Ventnor Avenue, West Perth, Western Australia (hereinafter called "Cocks Macnish") to be held by them as stakeholder.

4.2

If the deposit is not paid in accordance with Clause 4(1) or any cheque for the deposit is not honoured on presentation, the Purchaser is in default of an essential obligation under this Agreement and the Vendor may terminate this Agreement.

4.3

On completion of the sale the deposit shall vest in the Vendor.

5.       Balance Purchase Price

5.1

The balance of the purchase price and all other amounts payable by the Purchaser at the time of completion shall be paid on completion of the sale by bank cheque to the Vendor's Solicitors, Cocks Macnish or as the Vendor's Solicitors direct in writing.

5.2

Completion of this Agreement is conditional upon all approvals being received for the transfer of the Share including:

(a)

a waiver of pre-emptive rights from the shareholders of the Company over and approval for the transfer of the Share;

(b)

the approval of the Indonesian Minister of Energy and Mineral Resources, acting through the Directorate General of Geology and Mineral Resources ("DGGM") for the transfer of the Share; and

(c)

the approval of the Indonesian Capital Investment Coordination Board ("BKPM") for the transfer of the Share.

5.3

Completion of this Agreement is conditional upon and interdependent with the simultaneous completion of an Agreement for Sale of Shares by Weston Investments Pty Limited, Organic Resource Technology Limited, Vista Gold Corp, Salu Siwa Pty Limited and JCI Limited.

6.       Guarantee for Vendor's obligations

6.1

Guarantee

In consideration of the Purchaser entering into this Agreement to purchase the Vendor's shares at the request of the Vendor, the Vendor's Guarantor agrees to guarantee to the Purchaser.

3

(a)

The performance and observance by the Vendor of all its obligations under this Agreement, before, on and after completion of the sale;



(b)

the accuracy and fulfilment of all warranties and representations made by or on behalf of the Vendor either in the Agreement or to induce the Purchaser to enter into or to complete this Agreement;



(c)

The payment of any money by the Vendor to the Purchaser, to the Company or to any third party, in accordance with this Agreement.

6.2

Continuing Guarantee

This is a continuing guarantee and binds the Vendor's Guarantor notwithstanding:

(a)

the subsequent death, bankruptcy or liquidation of any one or more of the Vendor and the Vendor's Guarantor.



(b)

any indulgence, waiver or extension of time by the Purchaser to the Vendor or to the Vendor's Guarantor.



(c)

completion of the sale of shares.

6.3

Guarantor's Obligations to Pay

In the event of any breach by the Vendor covered by this guarantee, the Purchaser may proceed to recover the amount claimed as a debt or as damages from the Vendor's Guarantor without having instituted legal proceedings against the Vendor and without first exhausting the Purchaser's remedies against the Vendor.

7.       Vendor's Warranties

7.1

The Warranties

The Vendor makes each of the warranties contained hereunder.

7.2

Interpretation of warranties

(a)

Each warranty contained in this Agreement is a separate warranty and its scope and meaning is not limited or governed by the existence and scope of any other warranty.

(b)

When a warranty is expressed in absolute terms, it covers the particular topic or matter, including anything known to the Vendor.

8.       Entire Agreement

8.1

The Agreement

This Agreement constitutes the entire agreement between the Vendor and the Purchaser relating to the sale of shares.

Collateral Agreements

The parties have not entered into and are not bound by any collateral or other agreement apart from this Agreement other than the Agreement for Sale of Shares between Weston Investments Pty Limited, Organic Resource Technology Limited, Vista Gold Corp, Salu Siwa Pty Limited and JCI Limited.

4

9.       Vendor's Warranties

9.1

The Vendor makes each of the warranties contained in this clause.

9.2

Accuracy of warranties

The Vendor warrants that the warranties contained in this Agreement are accurate, contain no material omissions and are not misleading.

9.3

Application of warranties at completion

Any warranties which are expressed to apply at the date of this Agreement also apply as warranties made by the Vendor with reference to the facts existing at the date of completion of the sale of shares to the Purchaser.

9.4

Disclosure of facts rendering warranty incorrect

In the event of the Vendor becoming aware prior to completion of any facts which render any of the warranties contained in this Agreement incorrect, inaccurate, false or misleading, the Vendor warrants that the Vendor will disclose those facts to the Purchaser prior to completion.

9.5

Merger

The warranties contained in this Agreement do not merge on completion of the sale of shares.

9.6

Rescission for breach of warranty

If Purchaser before completion discovers a breach of any warranty contained in this Agreement which would render the Vendor liable for debt or for damages exceeding five thousand dollars ($5,000) or would reduce the value of the Company's business or any of the company's assets or increase its liabilities by an amount exceeding five thousand dollars ($5,000), the Purchaser may elect;

(a)

To complete the purchase of shares and receive an adequate allowance on completion to remove the effect of or to compensate for the breach of warranty, or



(b)

To rescind this Agreement before completion of the sale.

9.7

Liability for Damages

The Vendor is liable to the Purchaser for damages for any breach of the warranties contained in this Agreement, whether the breach of warranty is discovered by the Purchaser before or after completion of the sale, unless the Purchaser shall have rescinded this Agreement in accordance with this clause.

5

9.8

The Warranties

The Vendor represents and warrants to the Purchaser that:

(a)

the Vendor has full power and authority to execute, deliver, and perform this Agreement;



(b)

this Agreement has been duly authorized and executed on its behalf, is a legal, valid and binding obligation on it, and is enforceable against it in accordance with its terms;



(c)

subject to clause 5.2 and as far as the Vendor is aware, the Vendor has all required permits, licenses and certificates necessary to perform its obligations hereunder;



(d)

subject to clause 5.2 and as far as the Vendor is aware, the Vendor is not required to obtain the consent of any other party for the execution, delivery, or performance of this Agreement; and the execution, delivery and performance of this Agreement will not constitute a breach of any agreement to which it is a party or by which it is bound; nor will it contravene or violate, conflict with, or result in a breach of any law, order, judgment, decree, or regulation binding on it or to which any of its properties or assets are subject;



(e)

as far as the Vendor is aware, there are no claims, actions, suits or proceedings pending against the Vendor, the outcome of which could materially and adversely affect the transactions contemplated by this Agreement, and it is not subject to any order, writ, injunction or decree which could materially and adversely affect its ability to perform the transactions contemplated by this Agreement;



(f)

as far as the Vendor is aware, there is no provision of any existing law, rule, mortgage, indenture, contract, financing statement, agreement or resolution binding on the Vendor that would conflict with or any way prevent the execution, delivery, or carrying out of the terms of this Agreement or any other document or agreement referred to herein;



(g)

the Vendor is the legal and registered owner of the Shares. The Shares have been duly issued and are fully paid up; there are no outstanding options, warrants, commitments, conversion rights or other agreements of any kind in connection with the Shares or the rights attached to the Shares;



(h)

the Shares are not subject to any pledge, charge, security interest, claim or restrictions (except those previously notified to the Purchaser); and

6

(i)

that the Vendor has not granted any third party charge, lien or encumbrance over the Shares or taken any other action which may prevent the Purchaser from acquiring the Shares and enjoying all of the benefits and entitlements attaching to the Shares pursuant to the articles of association of the Company and by operation of law.



(j)

All the written information provided by or on behalf of the Vendor to or on behalf of the Purchaser, relating to past or current turnover, profits, expenses and any other financial information relating to the Company its business and affairs is true and accurate.

10.     Power of Attorney to Complete

The Vendor hereby grants an irrevocable Power of Attorney to the Purchaser with the right of substitution, to fully represent the Vendor as of the execution of this Agreement, wheresoever and towards whomsoever, in all matters and acts with respect to the transfer of the Shares (and all rights and title to and interest in the Shares) to the Purchaser, including without limitation to apply for the appropriate notations in the share register book of the Company with respect to the transfer hereunder and to receive the share certificate(s) evidencing the Shares or any part thereof. These powers constitute an important and integral part of this Agreement, which would not otherwise have been concluded but for the grant of the Power of Attorney. The Parties agree that the Power of Attorney given hereunder shall not be revoked or terminated for any reason whatsoever, including the reasons mentioned in Article 1813 of the Indonesian Civil Code.

11.     Power of Attorney is Enduring

The Power of Attorney granted by the Vendor to the Purchaser pursuant to Clause 10 is a fundamental condition of this Agreement. In the absence of that Power of Attorney, this Agreement would not have been concluded.

Accordingly, the Power of Attorney shall not be terminated by any of the reasons for the termination of a power of attorney as contained in Articles 1813, 1814 and 1816 of the Indonesian Civil Code or for any other reason.

12.     Property, Risk and Title

The property, risk (of loss or damage) and title to the Vendor's shares:

(a)

remains with the Vendor until completion.



(b)

passes to the Purchaser on and from completion.

7

13.     Costs Legal and Other Costs

Each party shall bear its own legal and other costs of the preparation, execution and completion of this Agreement and of all other instruments.

14.     Conduct Pending Completion

14.1

Assistance to Purchaser

From the date of this Agreement to completion the Vendor and the Company agree to cooperate with the Purchaser to allow the Purchaser, and the Purchaser's employees and agents, including solicitors, accountants and other consultants, to:

(a)

attend during business hours at the Company's premises;



(b)

observe the conduct of the Company's business;



(c)

inspect and examine the Company's statutory, financial, taxation and other records, correspondence, and documents;



(d)

consult with the auditor, officers and employees of the Company, with regard to the conduct of the Company's business and the assets, liabilities, employees and business of the Company.

14.2

Management and Conduct of Business

(a)

The Company will conduct and manage its business and affairs:-

(i)

with reasonable care and skill;

(ii)

as a going concern;

(iii)

so as to maintain the goodwill, value and profitability of the business; and

(iv)

to preserve intact its business organisation, employees, management, suppliers and distributors;

(b)

the Company shall:

(i)

maintain, preserve and keep in working condition its assets, plant and equipment;

(ii)

maintain the licences, permits and authorities held by the Company which are required to conduct its business;

(iii)

maintain until after completion all insurance policies held by the Company at the date of this Agreement;

(iv)

maintain up to date the Company's statutory, financial and other books, accounts and records;

8

(c)

the Company shall not:



(i)

dispose of or encumber any of its assets, other than in the ordinary course of business;



(ii)

enter into any material contract, commitment or liability;



(iii)

purchase any assets, plant or equipment;



(iv)

terminate the office or employment of any officer or employee of the Company or alter the remuneration or conditions of employment of employees;



(v)

hire or appoint any new employees or officers of the Company;



(vi)

alter the constitution of the Company, hold any meetings of the Company, pass any resolutions, allot any shares, declare any dividend or distribute assets or profits of the Company.

15.     Completion

15.1.

Time of Completion

Completion of the sale shall occur on the later of 3.00pm on the 21^st day from the date hereof or after the satisfaction of the conditions set out in Clause 5.2, but in this respect time is not of the essence of this Agreement. If the conditions set out in Clause 5.2 have been satisfied and completion does not occur on that date, either party may on or after the next Business day serve on the other party a notice requiring completion to occur on a Business day which is not less than seven (7) days (after the date when the notice is received by the recipient of the notice, rendering that date an essential time for completion.

15.2

Date of Completion

Completion shall be effected at the Vendor's solicitor's office or at such other place as is nominated by the Vendor's solicitor which shall not be situated more than two kilometres from the General Post Office at Perth.

15.3

Vendor to Vest Title and Control

On completion the Vendor will vest in the Purchaser title to the Vendor's shares in the Company and control of the Company's business and affairs, and the parties will comply with all matters required to occur on completion in accordance with this Agreement.

16.     Variation

The terms of this Agreement may be changed, waived, discharged or terminated only by an instrument in writing signed by the Vendor and the Purchaser.

9

17.     Non-Waiver

Failure by the Purchaser to exercise any and all of its rights hereunder, or any partial exercise thereof, shall not act as a waiver of such rights granted hereunder.

18.     Severability

If one or more of the provisions hereof shall be invalid, illegal or unenforceable in any respect under any applicable law or decision, the validity, legality and enforceability of the remaining provisions contained herein shall not be effected or impaired in any way. The Vendor shall in any such event execute such additional documents as the Purchaser may request in order to give effect to any provision hereof which is determined to be invalid, illegal or unenforceable.

19.     Assignment

The Purchaser may assign or transfer any of its rights or obligations hereunder, or any part thereof, to any party, provided, that upon such assignment or transfer it shall thereafter give written notice thereof to the Vendor and to the Company. The Vendor shall not assign or transfer any of his rights or obligations hereunder, or any part thereof to any party without the prior written consent of the Purchaser.

20.     Headings

The headings of the Sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.

21.     Article 1266

For the purpose of termination, the parties hereby agree to waive the operation of Article 1266 of the Indonesian Civil Code to the extent that the approval of an Indonesian Court shall not be required to terminate this Agreement.

22.     Mitigate Effect of Law

Notwithstanding any other provision of this Agreement, should any law or regulation, or any governmental ruling, order, policy, or request (such as import or export restrictions, license requirements, exchange controls, or request on any document for certification or statements) effectively restrict any Party from implementing this Agreement or the investment contemplated herein, then such Party shall use its best reasonable efforts to reduce the effect of such restriction.

10

23.     Further Assurance

Each Party agrees from time to time to perform any further acts and execute and deliver any further documents and instruments and do or refrain from doing all such further acts and things as may from time to time reasonably be requested by the other Parties to carry out effectively or better evidence or perfect the true spirit, intent, meaning and purpose of this Agreement.

24.     No Consequential Loss

In no event shall any Party, any Affiliate, or any director, shareholder, officer, employee or agent of the foregoing be responsible to any other Party for any consequential damages, indirect damages, damages for loss of profits, damages for slander, libel or other tort for any alleged breach of this Agreement or act or omission alleged to arise out of the performance of this Agreement.

25.     Counterparts

This Agreement may be executed in any number of counterparts and all counterparts taken together will be deemed to constitute one and the same agreement.

26.     Non-Merger

The warranties, representations and agreements of the Parties in this Agreement are continuing and will not merge or be extinguished upon execution, the closing of any transaction or upon termination of this Agreement.

27.     Cumulative Rights

The rights, powers, authorities, discretions and remedies of a Party under this Agreement do not exclude any other right, power, authority, discretion or remedy.

28.     Service of Notices

Modes of Service

(l)

Any notice or demand under this Agreement may be made or given by a party or by that party's solicitor to the other party or to that party's solicitor; delivered personally, or posted by prepaid post addressed to the party's or to the solicitor's address shown in this Agreement.

11

Particulars for Service

(2)

Particulars for the service of notices are:-

Vendor:	Weston Investments Pty Limited (ACN 009 206 473)
Address:	945 Wellington Street, West Perth, Western Australia 6005
Vendor:	Organic Resource Technology Limited (ACN 087 244 228)
Address:	Unit 11, 4-8 Queen Street, Bentley, Western Australia 6102
Vendor's Solicitor:	Cocks Macnish, Barrister & Solicitors
Address:	Level 2, 7 Ventnor Avenue, West Perth, Western Australia 6005
Purchaser:	Vista Gold (Barbados) Corp.
Address:	Suite 5, 7961 Shaffer Parkway Littleton, Colorado 80127 United States of America
Purchaser's Solicitor:	Whittens, Lawyers & Consultants
Address:	Level 30, 133 Castlereagh Street, Sydney, New South Wales 2000

12

SCHEDULE 1

PART A
(Purchaser)	Vista Gold (Barbados) Corp., a Barbados corporation
PART B
(Number of Shares)
1 (one) share as contained in the Collective Share Certificate No. 2 issued by the Company.
PART C
(Purchase Price)	US One hundred dollars (US$100).

IN WITNESS WHEREOF the Parties have hereunto affixed their hands and seals to this Deed on the day and year as set out hereinbefore.

THE COMMON SEAL OF ORGANIC RESOURCE TECHNOLOGY LIMITED (ACN 087 244 228) was hereunto affixed by Order of the Board of Directors in the presence of:	) ) ) ) )	Director
Secretary

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THE COMMON SEAL OF VISTA GOLD (BARBADOS) CORP. was hereunto affixed by Order of the Board of Directors in the presence of:	) ) ) ) )	Director
Secretary
THE COMMON SEAL OF JCI LIMITED was hereunto affixed by Order of the Board of Directors in the presence of:	) ) )	Director
Secretary

14

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Exhibit 10.26

EX-10.27

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Exhibit 10.27

ASSIGNMENT OF DEBT

THIS ASSIGNMENT OF DEBT ("Agreement") is made on the 9th day of May 2005, by and between:

1.

PT Masmindo Eka Sakti (as the "Assignor"); and

2.

Vista Gold Corp (as the "Assignee").

In this Agreement, the Assignor and the Assignee shall be referred to jointly as the "Parties" and individually as the "Party".

BACKGROUND

A.

This Agreement relates to the debt between PT Masmindo DWI Area as the debtor ("Debtor") and the Assignee as the lender.

B.

The debt owing by the Assignor to the Assignee on the date hereof is US $217,469.08 inclusive of any applicable interest ("Outstanding Amount").

AGREEMENT

1.

INTERPRETATION

1.1

Definitions and Constructions.    In this Agreement unless the context otherwise requires:

"Debt" means any and all receivables, rights, title and interests of the Assignor over the Outstanding Amount and all rights and entitlements under the debt, including but not limited to the right to receive repayment of the Outstanding Amount and any other rights related thereto under any applicable laws and regulations.

"Effective Date" means the date hereof.

2.

ASSIGNMENT

2.1

Assignment.    On the Effective Date, the Assignor hereby sells, assigns and transfers to the Assignee free from all encumbrances the Debt and the Assignee hereby purchases and accepts the assignment and transfer of the Debt from the Assignor.

2.2

Assumption.    The Assignee hereby agrees, on the Effective Date, to assume and be bound by the Assignor's obligations, duties and liabilities under the Debt.

1

2.3

Notice of Assignment.    To give effect to the sale, assignment and transfer of the Assigned Rights under this Agreement to the Assignee, the Assignor shall notify and obtain acknowledgment in writing from the Debtor in a form as set out in Schedule of this Agreement.

2.4

Payments.    As consideration for the assignment and sale as provided in Clause 2 of this Agreement, the Assignee shall pay to the Assignor on the date hereof the amount of US $1.00.

2.5

Amounts after Effective Date.    Each of the Assignor and the Assignee hereby agrees that if it receives any amount in relation to the Debt which is for the account of the other Party, it shall receive the same for the account of such other Party to the extent of such other Party's interest therein and shall promptly pay the same to such other Party.

3.

MISCELLANEOUS

3.1

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Indonesia.

3.2

The Parties agree and hereby waive the provision in Article 1266 of the Indonesian Civil Code to the extent it requires the court to approve the termination of this Assignment.

3.3

Any notice or communication given or made under this Assignment shall be in writing and delivered or sent to the relevant party at its address or fax number set out below (or such other address or fax number as the addressee has, by five (5) Business Days prior written notice, specified to the other Patties):

The Assignor: +6221 250 6580
The Assignee: 720-981-1186

Any notice or other communication delivered or sent in accordance with this provision to the relevant party shall be deemed to have been delivered (a) if hand delivered, when actually delivered to the relevant address; (b) if given or sent by fax, when dispatched as evidenced by a transmission transcript.

3.4

This Agreement can be executed in counterparts and all counterparts taken together shall form one and the same document.

This Agreement has been executed by each of the Parties on the date first mentioned above.

The Assignor PT Masmindo Eka Sakti		The Assignee Vista Gold Corp
Signed:	/s/  W. J. CROSSLEY	Signed:	/s/  MICHAEL B. RICHINGS
Name:	W. J. Crossley	Name:	M. B. Richings
Title:	President Director	Title:	President & CEO

2

Schedule
Form Notice of Assignment

9 May 2005

PT MASMINDO DWI AREA
C/. JI. Widjaya No.8
Kebayoran Baru
Jakarta 12170
INDONESIA

Attention:    President Director

Dear Sirs,

Re:    NOTICE OF ASSIGNMENT

Reference is made to the Assignment of Debt dated 9 May 2005 between ourselves, as the assignor ("Assignor") and Vista Gold Corp, as the assignee ("Assignee").

The Assignor hereby gives PT Masmindo DWI Area notice that the Assignor has assigned the Debt to the Assignee with effect from 9 May 2005 ("Effective Date").

Accordingly, please regard the Assignee as being in a11 respect entitled to all of our rights and benefits for the Debt and any outstanding amount thereunder, and with effect from the Effective Date.

Any notice or other communication in connection with the Debt should be addressed to:

VISTA GOLD CORP
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado 80127
United States of America

Please acknowledge this Notice of Assignment in the space provided below and return the original to us with a copy to the Assignee by facsimile 0011-1-720-981-1186.

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Upon signing of this Notice of Assignment you agree to release us from any claims whatsoever that you may have against us in respect of the Debt.

Yours faithfully,
PT MASMINDO EKA SAKTI

Signed:	/s/  W. J. CROSSLEY
Name:	W. J. Crossley
Title:	President Director
We acknowledge and agree to this Notice of Assignment: PT MASMINDO DWI AREA
Signed:	/s/  W. J. CROSSLEY
Name:	William John Crossley
Title:	President Director

4

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Exhibit 10.27

EX-10.28

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Exhibit 10.28

ASSIGNMENT OF DEBT

THIS DEED is made on the 5th day of May 2005.

BETWEEN:	CONTINENTAL GOLDFIELDS LIMITED (ACN 009 206 473) a company duly incorporated in the state of Western Australia and having its registered office at 945 Wellington Street, West Perth in the said State ("the Assignor").
AND:	VISTA GOLD CORP a corporation continued under the terms of the Yukon territory and having its registered office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado in the United States of America ("the Assignee").

In this Agreement, the Assignor and the Assignee shall be referred to jointly as the "Parties" and individually as the "Party".

BACKGROUND

A.

This Agreement relates to the debt between PT Masmindo DWI Area as the debtor ("Debtor") and the Assignee as the lender.

B.

The debt owing by the Assignor to the Assignee on the date hereof is US $ 27,948.00 inclusive of any applicable interest ("Outstanding Amount").

AGREEMENT

1.

INTERPRETATION

1.1

Definitions and Constructions.    In this Agreement unless the context otherwise requires:

"Debt" means any and all receivables, rights, title and interests of the Assignor over the Outstanding Amount and all rights and entitlements under the debt, including but not limited to the right to receive repayment of the Outstanding Amount and any other rights related thereto under any applicable laws and regulations.

"Effective Date" means the date hereof.

2.

ASSIGNMENT

2.1

Assignment.    On the Effective Date, the Assignor hereby sells, assigns and transfers to the Assignee free from all encumbrances the Debt and the Assignee hereby purchases and accepts the assignment and transfer of the Debt from the Assignor.

1

2.2

Assumption.    The Assignee hereby agrees, on the Effective Date, to assume and be bound by the Assignor's obligations, duties and liabilities under the Debt.

2.3

Notice of Assignment.    To give effect to the sale, assignment and transfer of the Assigned Rights under this Agreement to the Assignee, the Assignor shall notify and obtain acknowledgment in writing from the Debtor in a form as set out in Schedule of this Agreement.

2.4

Payments.    As consideration for the assignment and sale as provided in Clause 2 of this Agreement, the Assignee shall pay to the Assignor on the date hereof the amount of US $1.00.

2.5

Amounts after Effective Date.    Each of the Assignor and the Assignee hereby agrees that if it receives any amount for the debt which is for the account of the other Party, it shall receive the same for the account of such other Party to the extent of such other Party's interest therein and shall promptly pay the same to such other Party.

3.

MISCELLANEOUS

3.1

This Deed is governed by and construed in accordance with the laws of Western Australia and the parties submit to the non-exclusive jurisdiction of its courts.

3.2

Any notice or communication given or made under this Assignment shall be in writing and delivered or sent to the relevant party at its address or fax number set out below (or such other address or fax number as the addressee has, by five (5) Business Days prior written notice, specified to the other Patties):

The Assignor:        +618 9388 0676
The Assignee:        720-981-1186

Any notice or other communication delivered or sent in accordance with this provision to the relevant party shall be deemed to have been delivered (a) if hand delivered, when actually delivered to the relevant address; (b) if given or sent by fax, when dispatched as evidenced by a transmission transcript.

3.3

This Deed can be executed in counterparts and all counterparts taken together shall form one and the same document.

2

IN WITNESS the Parties have executed this deed on the date first written above.

THE COMMON SEAL OF CONTINENTAL GOLDFIELDS LIMITED (ACN 009 125 651) was hereunto affixed by Order of the Board of Directors in the presence of:
/s/  PETER LANDAU Secretary: Peter Landau	/s/  C.P. MOYTART Director: C.P. Moytart
THE COMMON SEAL OF VISTA GOLD CORP was hereunto affixed by Order of the Board of Directors in the presence of:
/s/  GREGORY G. MARLIER Asst. Secretary: Gregory G. Marlier	/s/  M.B. RICHINGS Director: M.B. Richings

3

Schedule
Form Notice of Assignment

5 May 2005

PT MASMINDO DWI AREA
C/. JI. Widjaya No.8
Kebayoran Baru
Jakarta 12170
INDONESIA

Attention: President Director

Dear Sirs,

Re: NOTICE OF ASSIGNMENT

Reference is made to the Assignment of Debt dated 5 May 2005 between ourselves, as the assignor ("Assignor") and Vista Gold Corp, as the assignee ("Assignee").

The Assignor hereby gives PT Masmindo DWI Area notice that the Assignor has assigned all of its rights and benefits under the Deed dated 5 May 2005.

Accordingly, please regard the Assignee as being in a11 respect entitled to all of our rights and benefits for the Debt and any outstanding amount thereunder, and with effect from the Effective Date.

Any notice or other communication in connection with the Debt should be addressed to:

VISTA GOLD CORP
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado 80127
United States of America

Please acknowledge this Notice of Assignment in the space provided below and return the original to us with a copy to the Assignee by facsimile 0011-1-720-981-1186.

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Upon signing of this Notice of Assignment you agree to release us from any claims whatsoever that you may have against us in respect of the Debt.

Yours faithfully,
CONTINENTAL GOLDFIELDS LIMITED

Signed: /s/  PETER LANDAU Name: Peter Landau
Title: Director/G. Sec.

We acknowledge receipt of the above notice and agree to be bound by its terms:

PT MASMINDO DWI AREA

Signed: /s/  W. J. CROSSLEY Name: William John Crossley
Title: President Director

5

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Exhibit 10.28

EX-10.29

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Exhibit 10.29

ASSIGNMENT OF DEBT

THIS DEED is made on the 5th day of May 2005.

BETWEEN:	ORT LIMITED (Previously known as Masmindo Mining Corp) (ACN 087 244 228) a company duly incorporated in the state of Western Australia and having its registered office at Unit 11, 4-8 Queen Street, Bentley in the said State ("the Assignor").
AND:	VISTA GOLD CORP a corporation continued under the terms of the Yukon territory and having its registered office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado in the United States of America ("the Assignee").

In this Agreement, the Assignor and the Assignee shall be referred to jointly as the "Parties" and individually as the "Party".

BACKGROUND

A.

This Agreement relates to the debt between PT Masmindo DWI Area as the debtor ("Debtor") and the Assignee as the lender.

B.

The debt owing by the Assignor to the Assignee on the date hereof is US $612,555.75 inclusive of any applicable interest ("Outstanding Amount").

AGREEMENT

1.

INTERPRETATION

1.1

Definitions and Constructions.    In this Agreement unless the context otherwise requires:

"Debt" means any and all receivables, rights, title and interests of the Assignor over the Outstanding Amount and all rights and entitlements under the debt, including but not limited to the right to receive repayment of the Outstanding Amount and any other rights related thereto under any applicable laws and regulations.

"Effective Date" means the date hereof.

2.

ASSIGNMENT

2.1

Assignment.    On the Effective Date, the Assignor hereby sells, assigns and transfers to the Assignee free from all encumbrances the Debt and the Assignee hereby purchases and accepts the assignment and transfer of the Debt from the Assignor.

1

2.2

Assumption.    The Assignee hereby agrees, on the Effective Date, to assume and be bound by the Assignor's obligations, duties and liabilities under the Debt.

2.3

Notice of Assignment.    To give effect to the sale, assignment and transfer of the Assigned Rights under this Agreement to the Assignee, the Assignor shall notify and obtain acknowledgment in writing from the Debtor in a form as set out in Schedule of this Agreement.

2.4

Payments.    As consideration for the assignment and sale as provided in Clause 2 of this Agreement, the Assignee shall pay to the Assignor on the date hereof the amount of US $1.00.

2.5

Amounts after Effective Date.    Each of the Assignor and the Assignee hereby agrees that if it receives any amount for the debt which is for the account of the other Party, it shall receive the same for the account of such other Party to the extent of such other Party's interest therein and shall promptly pay the same to such other Party.

3.

MISCELLANEOUS

3.1

This Deed is governed by and construed in accordance with the laws of Western Australia and the parties submit to the non-exclusive jurisdiction of its courts.

3.2

Any notice or communication given or made under this Assignment shall be in writing and delivered or sent to the relevant party at its address or fax number set out below (or such other address or fax number as the addressee has, by five (5) Business Days prior written notice, specified to the other Patties):

The Assignor:
The Assignee:	0011-1-720-981-1186

Any notice or other communication delivered or sent in accordance with this provision to the relevant party shall be deemed to have been delivered (a) if hand delivered, when actually delivered to the relevant address; (b) if given or sent by fax, when dispatched as evidenced by a transmission transcript.

3.3

This Deed can be executed in counterparts and all counterparts taken together shall form one and the same document.

2

IN WITNESS the Parties have executed this deed on the date first written above

Signed in Accordance with Section 127
of the [Corporation] ORT LIMITED
(ACN 007 708 429)

/s/  DAVID LYMBURN	/s/  MARK VICTOR CARUSO
Secretary: David Lymburn	Director: Mark Victor Caruso
THE COMMON SEAL OF VISTA GOLD CORP. was hereunto affixed by Order of the Board of Directors in the presence of:
/s/  GREGORY G. MARLIER	/s/  M.B. RICHINGS
Secretary: Gregory G. Marlier	Director: M.B. Richings

3

Schedule
Form Notice of Assignment

5 May 2005

PT MASMINDO DWI AREA
C/. JI. Widjaya No.8
Kebayoran Baru
Jakarta 12170
INDONESIA

Attention: President Director

Dear Sirs,

Re: NOTICE OF ASSIGNMENT

Reference is made to the Assignment of Debt dated 5 May 2005 between ourselves, as the assignor ("Assignor") and Vista Gold Corp, as the assignee ("Assignee").

The Assignor hereby gives PT Masmindo DWI Area notice that the Assignor has assigned all of its rights and benefits under the Deed dated 5 May 2005.

Accordingly, please regard the Assignee as being in a11 respect entitled to all of our rights and benefits for the Debt and any outstanding amount thereunder, and with effect from the Effective Date.

Any notice or other communication in connection with the Debt should be addressed to:

VISTA GOLD CORP
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado 80127
United States of America

Please acknowledge this Notice of Assignment in the space provided below and return the original to us with a copy to the Assignee by facsimile 0011-1-720-981-1186.

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Upon signing of this Notice of Assignment you agree to release us from any claims whatsoever that you may have against us in respect of the Debt.

Yours faithfully,
ORT LIMITED

Signed:	/s/  MARK VICTOR CARUSO
Name:	Mark Victor Caruso
Title:	Director
We acknowledge receipt of the above notice and agree to be bound by its terms: PT MASMINDO DWI AREA
Signed:	/s/  W. J. CROSSLEY
Name:	William John Crossley
Title:	President Director

5

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Exhibit 10.29

EX-10.35

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Exhibit 10.35

Agreement for Assignment and Assumption of Option Agreement

        This Agreement for Assignment and Assumption of Option Agreement ("Agreement") is made by and among Century Gold LLC, a Nevada limited liability company ("Century"), Donald J. Decker and Suzanne R. Decker, as Joint Trustees of the Decker Ridge Joint Revocable Trust (collectively "Decker"), Vista Gold Corp., a corporation continued under the laws of the Yukon Territory ("Vista"), and Victory Gold Inc., a Nevada corporation ("Victory").

Recitals

A.    Century and Frank W. Lewis, as trustee of the Frank Lewis Trust, and Sharon F. Lewis, as trustee of the Sharon Lewis Trust (collectively "Lewis") are parties to an Agreement for Purchase dated June 29, 2005 (the "Option Agreement"), pursuant to which Lewis granted to Century the option ("Option") and right to purchase all of the issued and outstanding shares of F.W. Lewis, Inc., a Nevada corporation ("FWLCO") and Century has exercised the Option.

B.    Donald J. Decker, Faith Minerals and Land Company, a Nevada limited liability company ("Faith"), and Vista are parties to the Letter of Intent dated September 8, 2005 (the "Letter Agreement"), pursuant to which Donald J. Decker and Faith agreed to sell, or to cause Century to sell, to Vista all of the issued and outstanding shares of FWLCO following Century's purchase of such shares. The parties acknowledge that Century is an obligor under the Letter Agreement.

C.    The parties desire to formalize the terms of their agreement as provided in this Agreement.

        The parties, intending to be legally bound, agree as follows:

1.     Definitions.    For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:

1.1    "Assets" means the assets, interests, properties and rights owned by FWLCO described in the Option Agreement.

1.2    "Century" means Century Gold LLC, a Nevada limited liability company, and its successors and assigns.

1.3    "Century Properties" means the interests in properties described in Exhibit 1.3 which FWLCO will convey by quitclaim deed to Century on the Closing.

1.4    "Contemplated Transactions" means all of the transactions contemplated by this Agreement, including:

                    (a)    the assignment by Century to Victory of all of Century's right, title and interest in and to the Option Agreement;

1

                    (b)    the sale of the Shares by Lewis to Century, Century's delivery and transfer of title to the Shares to Victory and Victory's acquisition from Century of ownership of the Shares and exercise of control over FWLCO;

                    (c)    the performance by Century, Vista and Victory of their respective covenants and obligations under this Agreement; and

                    (d)    the transfer by FWLCO to Century of title to the Century Properties.

1.5    "Contract" means any agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding.

1.6    "Decker" means collectively Donald J. Decker, individually and as joint trustee of the Decker Ridge Joint Revocable Trust, and Suzanne R. Decker, individually and as a joint trustee of the Decker Ridge Joint Revocable Trust, and their heirs, successors and assigns.

1.7    "Due Diligence" means Vista's examinations and investigations intended to determine the accuracy of Century's representations and warranties, the title to and value of the Assets, and all other matters pertinent or related to Victory's decision to purchase the Shares.

1.8    "Exchange Act" means the Securities Exchange Act of 1934, or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

1.9    "Exhibits" means the exhibits attached to and by reference incorporated in this Agreement.

1.10  "Faith" means Faith Minerals and Land Company, a Nevada limited liability company, and its successors and assigns.

1.11  "FWLCO" means F.W. Lewis, Inc., a Nevada corporation, and its successors and assigns.

1.12  "Governmental Authorization" means any approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any governmental body or pursuant to any Legal Requirement.

1.13  "Knowledge" means an individual will be deemed to have "Knowledge" of a particular fact or other matter if such individual is actually aware of such fact or other matter. A Person (other than an individual) will be deemed to have "Knowledge" of a particular fact or other matter if any individual who is serving, or who has at any time served, as a director, officer, partner, executor, or trustee of such Person (or in any similar capacity) has, or at any time had, Knowledge of such fact or other matter.

2

1.14  "Legal Requirement" means any federal, state, provincial, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty, and, where the context requires, the regulations, rules and policies of the American Stock Exchange and the Toronto Stock Exchange.

1.15  "Lewis" means collectively Frank W. Lewis, the Frank Lewis Trust, Sharon F. Lewis, the Sharon Lewis Trust and their heirs, successors and assigns.

1.16  "Option Agreement" means the Agreement for Purchase dated June 29, 2005, among Century, the Frank Lewis Trust and the Sharon Lewis Trust.

1.17  "Organizational Documents" means (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the articles of organization and the operating agreement of a limited liability company; (c) the partnership agreement and any statement of partnership of a general partnership; (d) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (e) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (f) any amendment to any of the foregoing.

1.18  "Person" means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or governmental body.

1.19  "Proceeding" means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any governmental body or arbitrator.

1.20  "Representative" means with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants, and financial advisors.

1.21  "Securities Act" means the Securities Act of 1933 or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

1.22  "Shares" means the shares of the capital stock of FWLCO which constitute all of the issued and outstanding shares of FWLCO to be acquired by Victory pursuant to the Option Agreement.

1.23  "Victory" means Victory Gold Inc., a Nevada corporation which is the wholly-owned subsidiary of Vista, and its successors and assigns.

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

1.25  "Vista Companies" means collectively Vista Gold Corp., Victory Gold Inc. and their successors and assigns.

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1.26  "Vista Share" means one (1) common share of the capital stock of Vista and "Vista Shares" means collectively the common shares of the capital stock of Vista to be issued by Vista and delivered to Century pursuant to Section 2.2.

2.     Assignment of the Option Agreement; Closing.

2.1    Assignment.    Subject to the terms and conditions of this Agreement, Century will assign and transfer to Victory all of its right, title and interest in and to the Option Agreement and the Shares and Victory agrees that it will accept and assume the obligations of Century under the Option Agreement and ownership of the Shares. On execution of this Agreement, Century will execute and deliver to Victory the Assignment and Assumption in the form of Exhibit 2.1 attached to and by this reference incorporated in this Agreement.

2.2    Purchase Price.    The purchase price for the Assignment shall consist of the following components:

                    (a)    The cash component of the purchase price shall consist of Four Hundred Thousand Dollars ($400,000.00) representing (i) reimbursement to Century of the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) paid by Century to Lewis in accordance with the Option Agreement; and (ii) additional consideration in the sum of One Hundred Fifty Thousand Dollars ($150,000.00).

                    (b)    The stock component of the purchase price shall consist of two hundred fifty thousand (250,000) Vista Shares.

                    (c)    The Century Properties component shall consist of the transfer by FWLCO to Century of the Century Properties.

2.3    Closing of Option Agreement and Transfer of Shares.    The Closing shall occur immediately following Victory's closing of the Option. Vista and Victory shall use their best efforts to close the Option Agreement on or before December 16, 2005. If Lewis delays or prevents the Closing, the closing date shall be extended for such time as is necessary for Victory's closing of the Option. Century shall cooperate with Victory to enforce the Option Agreement, but the costs of enforcement shall be the responsibility of Victory.

2.4    Closing Obligations.    At the Closing:

                    (a)    Vista and Victory will deliver to Century:

                            (i)      the sum of Four Hundred Thousand Dollars ($400,000.00) in cash;

                            (ii)     Two Hundred Fifty Thousand (250,000) Vista Shares evidenced by certificate or undertaking;

                            (iii)    Quitclaim Deeds duly executed by FWLCO to Century for the Century Properties.

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2.5    Vista's Post-Closing Registration Obligations.    Vista agrees to file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-3 (or another appropriate form) (the "Registration Statement") covering the resale, on a continuous basis pursuant to Rule 415 under the Securities Act, by Century of all Vista Shares issuable to Century pursuant to this Agreement, and use its commercially reasonable efforts to pursue to effectiveness, the registration of such Vista Shares on Form S-3. Vista shall be obligated only to register such Vista Shares on Form S-3, or its successor or replacement form that authorizes incorporation by reference of financial and other information from Vista's periodic reports and only if and to the extent that Vista is eligible to use such form.

                    (a)    Vista shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is four years after the Closing Date or such earlier date when all Vista Shares covered by the Registration Statement (i) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (ii) may be sold without volume restrictions pursuant to Rule 144(k) under the Securities Act as determined by the counsel to Vista pursuant to a written opinion letter to such effect, addressed and acceptable to Vista's transfer agent and Century (the "Effectiveness Period"). In connection with Vista's registration obligations hereunder, Vista shall:

                            (i)      From time to time amend or supplement the Registration Statement as and to the extent necessary to comply with the Securities Act and any applicable state securities statute or regulation;

                            (ii)     Provide Century with as many copies of the prospectus contained in any such Registration Statement as it may reasonably request;

                            (iii)    Prior to any resale of Vista Shares by Century, use its commercially reasonable efforts to register or qualify the Vista Shares covered by such Registration Statement under the applicable securities or "blue sky" laws of such jurisdiction as Century may reasonably request, and to keep each of the registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Vista Shares covered by such Registration Statement.

                    (b)    Vista shall bear all commercially reasonable costs and expenses of each such registration of Vista Shares, including, but not limited to, printing, legal and accounting expenses, and all registration and filing fees including, without limitation, fees and expenses (i) with respect to filings required to be made with the American Stock Exchange, Toronto Stock Exchange or any other trading market on which the Vista Shares are then listed for trading, and (ii) in compliance with applicable state securities or Blue Sky laws.

                    (c)    Vista shall use its commercially reasonable best efforts to file timely with the SEC such information as the SEC may require under either of Section 13 or Section 15(d) of the Exchange Act. Vista shall use its best efforts to take all action as may be required as a condition to the availability of Rule 144 under the Securities Act (or any successor exemptive rule hereafter in effect) with respect to the Vista Shares.

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3.     Century's Covenants, Representations and Warranties.    Century covenants, represents and warrants to the Vista Companies as follows:

3.1    Organization and Good Standing.

                    (a)    Century is a limited liability company, duly organized, validly existing, and in good standing under the laws of Nevada, with full corporate power and authority to conduct its business as it is now being conducted.

                    (b)    Century has delivered to Vista copies of the Organizational Documents of FWLCO, as currently in effect, obtained by Century from Lewis.

3.2    Authority; No Conflict; Investment Status and Intent.

                    (a)    This Agreement constitutes the legal, valid, and binding obligation of Century.

                    (b)    Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):

                            (i)      contravene, conflict with, or result in a violation of any provision of the Organizational Documents of Century.

                            (ii)     contravene, conflict with, or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions.

                            (iii)    contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by Century or that otherwise relates to the business of, or any of the assets owned or used by, Century;

                            (iv)    Century is not required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

                    (c)    Century is an "Accredited Investor" within the meaning of Regulation D under the Securities Act. By reason of its business and financial experience, sophistication and knowledge, Century is capable of evaluating the risks and merits of the investment made pursuant to this Agreement. Century has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Vista Shares and it is able to bear the economic risks and complete loss of such investment in the Vista Shares.

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                    (d)    Century hereby represents that (i) it has been furnished by Vista during the course of this transaction with all information regarding Vista which it had requested, (ii) all documents that have been reasonably requested by Century have been made available for Century or Century's counsel's inspection and review, (iii) Century has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of Vista concerning the terms and conditions of the issuance of the Vista Shares to Century as partial consideration for the assignment of the Option Agreement and Option to Victory, (iv) any other additional information which Century has requested has been provided, (v) at no time was Century presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general solicitation or general advertising within the meaning of Regulation D under the Securities Act, (v) Century has had an opportunity to examine the Century Properties and title to the Century Properties and Century is relying on its examination in entering this Agreement, (vi) Century acknowledges that none of Lewis, FWLCO, Vista or Victory has made any representation or warranty regarding the condition of or title to the Century Properties, and (vii) and Century acknowledges that it is accepting the condition of and title to the Century Properties "as is" without any representations or warranties. Century hereby agrees and acknowledges that the terms of this Agreement represent the definitive terms of its acquisition of the Vista Shares and shall supersede any terms set forth in any letter, memorandum, document or term sheet and any discussion, agreement or understanding of any and every nature among the parties hereto, including the Letter Agreement.

                    (e)    Century represents that the Vista Shares to be issued and delivered to Century pursuant to this Agreement are being acquired for its own account, for investment for an indefinite period of time, not as nominee or agent for any other person, firm or corporation and not for distribution or resale to others in contravention of the Securities Act and the rules and regulations promulgated thereunder; provided however, the parties acknowledge that prior to 12 months after closing date, Century may dispose of some or all of the Vista Shares pursuant to an effective registration statement under the Securities Act. Century agrees that it will not sell or otherwise transfer the Vista Shares unless they are registered under the Securities Act or unless an exemption from such registration is available.

                    (f)    Century understands and acknowledges that the Vista Shares have not been, and will not as of the time issued, be registered under the Securities Act and that they will be issued in reliance upon exemptions from the registration requirements of the Securities Act, and thus cannot be resold until 12 months after closing date, unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Vista Shares, Century is aware: (i) that Vista will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such Vista Shares, and (ii) that a restrictive legend will be placed on certificates representing the Vista Shares, which legend will read substantially as follows:

UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert date that is four months and one day after the Closing Date]. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE ("TSX"); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON TSX.

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THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAW. NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

        The legend stated above shall be promptly removed from any certificate representing the Vista Shares, and Vista shall issue a certificate without such legend to Century, if, unless otherwise required by Canadian, provincial or state securities laws (i) such Vista Shares are registered for resale under the Securities Act and are sold in compliance with the requirements of the Securities Act; (ii) in connection with a sale transaction, such holder provides Vista with an opinion of counsel, in a form reasonably acceptable to Vista, to the effect that a public sale, assignment or transfer of such Vista Shares may be made without registration under the Securities Act; or (iii) such holder provides Vista with reasonable assurances that such Vista Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the legend stated above in the event the Vista Shares are registered for resale on an effective registration statement, Vista reserves the right to affix a legend on certificates representing such Vista Shares that any selling shareholder must comply with the prospectus delivery requirements of the Securities Act in connection with any resale. Vista shall bear the cost of the removal of any legend as anticipated by this Section.

3.3    Relationships With Related Persons.    Neither Donald J. Decker nor Suzanne R. Decker, nor any related person of Century has or has had any interest in any property (whether real, personal, or mixed and whether tangible or intangible) used in or pertaining to FWLCO's businesses.

3.4    Certain Proceedings.    There is no pending Proceeding that has been commenced against Century and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Century's Knowledge, no such Proceeding has been threatened.

3.5    Title to Option Agreement.    Century owns all of the right, title and interest in and to the Option Agreement and has not entered into any agreement, contract, option or other transaction with any third party under which Century has granted to any third party any interest in or the right to acquire any interest in the Option Agreement, the Assets or the Shares. Century represents and warrants that it is not presently negotiating with any other party for the sale or transfer of its interest in the Option Agreement, the Letter Agreement and this Agreement.

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4.     Vista's and Victory's Covenants, Representations and Warranties.    Each of Vista and Victory covenants, represents and warrants for itself to Century as follows:

4.1    Organization and Good Standing.    Vista is a corporation duly continued, validly existing, and in good standing under the laws of the Yukon Territory. Victory is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada.

4.2    Authority; No Conflict.

                    (a)    This Agreement constitutes the legal, valid, and binding obligation of Vista and Victory, enforceable against Vista and Victory in accordance with its terms.

                    (b)    Neither the execution and delivery of this Agreement by Vista and Victory nor the consummation or performance of any of the Contemplated Transactions by Vista or Victory will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to:

                            (i)      any provision of the Vista Companies' Organizational Documents;

                            (ii)     any resolution adopted by the board of directors or the stockholders of the Vista Companies;

                            (iii)    any Legal Requirement or order to which the Vista Companies may be subject; or

                            (iv)    any Contract to which the Vista Companies are parties or by which the Vista Companies may be bound.

        Except as stated in Exhibit 4.2, the Vista Companies are not and will not be required to obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

4.3    Certain Proceedings.    There is no pending Proceeding that has been commenced against the Vista Companies and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Vista's Knowledge, no such Proceeding has been threatened.

4.4    Securities and Exchange Commission Filings.

                    (a)    Vista has filed all forms, reports and documents required to be filed by it with the SEC since January 1, 2005. Such forms, reports and documents and all registration statements filed under the Securities Act since January 1, 2005 (the "SEC Reports") (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, as amended (collectively, the "Rules and Regulations"), and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made or incorporated by reference therein, in the light of the circumstances under which they were made or incorporated by reference, not misleading.

9

                    (b)    Each of the consolidated financial statements (including, in each case, any notes thereto) contained or incorporated by reference in the SEC Reports was prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented the consolidated financial position, results of operations and changes in cash flow of Vista and its consolidated subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which were not and are not expected, individually or in the aggregate, to have a material adverse effect on Vista).

4.5    Authorization and Issuance of Vista Shares.    The authorized capital stock of Vista consists of an unlimited number of common shares without par value per share, of which 20,447,262 shares will be issued and outstanding as of November 29, 2005. All of the outstanding common shares of Vista have been duly authorized and issued and are fully paid and non-assessable. Upon issuance of the Vista Shares, the Vista Shares will be duly and validly issued, fully paid and non-assessable.

4.6    Free Trading; Liquidated Damages.    In no event later than 12 months after the Closing Date, the Vista Shares shall become free trading, subject only to the applicable limitations of Rule 144 of the Securities Act. If a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the date which is six months following the Closing Date (the "Effectiveness Date"), such failure being referred to as an "Event," and the Effectiveness Date on which such Event occurs being referred to as the "Event Date," then: (x) on such Event Date Vista shall pay to Century an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the aggregate market value on the closing date of the Vista Shares issuable to Century hereunder (the "Aggregate Market Value," with such Aggregate Market Value to equal the number of Vista Shares issuable hereunder under multiplied by the closing price of Vista Shares on the American Stock Exchange on the Closing Date); and (y) on each monthly anniversary of the Event Date (if the Event shall not have been cured by such date) until the earlier of (i) the date on which the event is cured and (ii) the date on which all of the Vista Shares issuable to Century hereunder may be sold pursuant to Rule 144 under the Securities Act, Vista shall pay to Century an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the Aggregate Market Value. The liquidated damages pursuant to the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the earlier of the cure of an Event or eligibility of the Vista Shares for resale by Century pursuant to Rule 144, as contemplated by the preceding sentence.

5.     Default; Remedies.

5.1    Procedure.    Should any party default in the performance of its obligations herein, any party injured by the default may serve written notice thereof upon the defaulting party pursuant to Section 6.4 below. Said notice shall allow the defaulting party 15 days in which to correct the default. If the defaulting party fails to correct the default, the injured party may institute legal action against the defaulting party for any remedy which may be available to the injured party in law or in equity.

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5.2    Attorneys' Fees.    In the event of litigation between parties for default in performance of the Agreement, the prevailing party shall be entitled to the award of its reasonable attorneys' fees.

6.     General Provisions.

6.1    Expenses.    Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the Contemplated Transactions, including all fees and expenses of agents, representatives, counsel, and accountants.

6.2    Public Announcements.    Except as required by law or the rules of the American Stock Exchange and the Toronto Stock Exchange or any other regulatory body, for so long as this Agreement is in effect, no press releases or public disclosure, either written or oral, concerning this Agreement including but not limited to the Contemplated Transactions, shall be made by a party to this Agreement without the prior knowledge and written consent of Vista and Century, which consent shall not be unreasonably withheld.

6.3    Disclaimer.    No party hereto makes any representation or warranty to any other party regarding the condition of, or title to any assets of FWLCO, or the financial condition or liabilities of FWLCO.

6.4    Notices.    All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed served when (a) delivered by hand (with written confirmation of receipt); (b) sent by telecopier (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested; or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers stated below (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties):

Century:	Century Gold LLC 285 Spring Creek Parkway, No. 1 Spring Creek, NV 89815
Vista and Victory:	Vista Gold Corp. Victory Gold Inc. 7961 Shaffer Pkwy, Suite 5 Littleton, CO 80127

6.5    Further Assurances.    The parties are (a) to furnish upon request to each other such further information; (b) to execute and deliver to each other such other documents; and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

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6.6    Entire Agreement and Modification.    This Agreement supersedes all prior agreements between the parties with respect to its subject matter (including the Letter Agreement) and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the parties.

6.7    Assignments, Successors, and No Third-Party Rights.    Neither party may assign any of its rights under this Agreement without the prior consent of the other parties except that Vista may assign any of its rights under this Agreement to any affiliate of Vista. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

6.8    Brokers or Finders.    Neither Century, nor Vista, nor its officers and agents have incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with this Agreement.

6.9    Section Headings, Construction.    The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms.

6.10  Time of Essence.    With regard to all dates and time periods stated or referred to in this Agreement, time is of the essence.

6.11  Governing Law.    This Agreement will be governed by the laws of the State of Nevada without regard to conflicts of laws principles.

6.12  Joinder by Century and Faith.    Century Gold LLC, Donald J. Decker, Suzanne R. Decker and Faith have executed this Agreement to acknowledge their assignment to Century of all of their right, title and interest in, to and under the Option Agreement and to approve, confirm and ratify Century's execution and delivery of this Agreement and performance of its obligations under this Agreement.

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        The parties have executed and delivered this Agreement effective as of December 9, 2005.

CENTURY GOLD LLC		FAITH MINERALS AND LAND COMPANY
By:	/s/  DONALD J. DECKER	By:	/s/  DONALD J. DECKER
	Donald J. Decker, Manager		Donald J. Decker, Manager
		VISTA GOLD CORP.
By:	/s/  DONALD J. DECKER
	Donald J. Decker, Trustee of the Decker Ridge Joint Revocable Trust	By:	/s/  MICHAEL B. RICHINGS
			Michael B. Richings,
			Chief Executive Officer
By:	/s/  SUZANNE R. DECKER
	Suzanne R. Decker, Trustee of the Decker	VICTORY GOLD INC.
	Ridge Joint Revocable Trust
		By:	/s/  MICHAEL B. RICHINGS
			Michael B. Richings, President

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Agreement for Assignment and Assumption of Option Agreement

Description of Exhibits

Exhibit 1.3	Description of Century Properties
Exhibit 2.1	Assignment and Assumption
Exhibit 4.2	Description of Vista Consents, Notices and Obligations

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Exhibit 1.3

Description of Century Properties

A.    Eureka Property; Eureka County, Nevada.    A one hundred percent (100%) interest in the patented mining claims described in Part A.

B.    Mina Gold Property; Mineral County, Nevada.    A one hundred percent (100%) interest in the patented mining claims described in Part B.

C.    Wonder Property; Churchill County, Nevada.    An undivided fifty percent (50%) interest in 78 patented mining claims, approximately 900 town site lots and certain water rights situated in the Wonder Mining District, Churchill County, Nevada, more particularly described in Part C.

D.    Mt. Hamilton, Treasure Hill Property; White Pine County, Nevada.    An undivided fifty percent (50%) interest in certain fee lands, 104 patented mining claims and 20 unpatented mining claims situated in White Pine County, Nevada, more particularly described in Part D.

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Part A

Eureka Property
Eureka County, Nevada
Eureka Mining District

Claim Name	Township	Range	Section	Assessor Parcel Nos.	Patent Nos.	Mineral Survey Nos.
Killington Lode	18N	53E	22	410-001-49	16279	291
Volk & Paintoni Lode	19N	53E	34	410-001-49	6317	283
Water Jacket Lode	18N	53E	26	410-001-49	8639	285

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Part B

Mina Gold Property
Mineral County, Nevada
Simon Bell Mining District

Claim Name	Township	Range	Section	Assessor Parcel Nos.	Patent Nos.	Mineral Survey Nos.
Aviator	8N	37E	7	009-020-01	744789	4288
Buckeye	8N	37E	7	009-020-01	744789	4288
Ideal	8N	37E	7	009-020-01	744789	4288
Monster	8N	37E	7	009-020-01	744789	4288
Two Buckle	8N	37E	7	099-020-01	744789	4288

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Part C

Wonder Property
Churchill County, Nevada
Wonder Mining District

Patented Lode Mining Claims

Claim Name	Book	Page	Assessor Parcel Nos.	Patent Nos.	Mineral Survey Nos.
Scorpion Lode			000-003-99		3071
Great Eastern			000-003-99		3122
Great Eastern Fraction			000-003-99		3122
Great Eastern No. 1			000-003-99		3122
Great Eastern No. 3			000-003-99		3122
Great Eastern No. 4			000-003-99		3122
North Star Lode			000-003-99		4227
Queen No. 8			000-005-99		3786
B & S Lode			000-006-99		3072
Nevada Wonder			000-006-99		3078
Ruby No. 1			000-006-99		3079
Last Chance No. 1			000-006-99		3124
Nevada Wonder No. 2			000-006-99		3325
Last Chance No. 2			000-006-99		3326
Ruby No. 2			000-006-99		3327
Queen No. 5			000-006-99		3786
Nevada Wonder No. 3			000-006-99		4225
Hidden Treasure			000-006-99		4226
Queen No. 4			000-007-99		3786
Little Witch			000-008-99		3398
Nevadan			000-008-99		3398
Pan Handle			000-008-99		3398
Silver Tip			000-008-99		3398
Valley View			000-008-99		3398
Yellow Jacket			000-008-99		3398
Golden Dawn No. 1			000-008-99		3671
Golden Dawn No. 2			000-008-99		3671
Golden Dawn No. 3			000-008-99		3671

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Golden Dawn No. 6	000-008-99	3671
Queen Bee	000-013-99	3786
Queen No. 1	000-014-99	3786
Rose No. 1	000-016-99	4227
Twilight No. 2	000-016-99	4227
Twilight No. 3	000-016-99	4227
Hidden Treasure No. 2	000-021-99	4226
Queen No. 7	000-032-99	3786
Last Chance	000-033-99	3123
Queen No. 10	000-038-99	3786
Blue Jay Lode	000-040-99	2954
Nevada Wonder No. 1	000-050-99	3327
Ruby	000-071-99	3327
Lost Chord	000-071-99	3885
Hidden Treasure No. 1	000-071-99	4226
Starr	000-093-99	3416
Moss Fraction	000-093-99	3417
Mars	000-094-99	3070
Blister Foot	000-094-99	3732
Beauty	000-094-99	3750
Grand View Fraction	000-094-99	3750
Hercules	000-094-99	3750
Hercules No. 2	000-094-99	3750
Hercules No. 3	000-094-99	3750
Hilltop	000-094-99	3750
Hilltop Fraction	000-094-99	3750
Jackrabbit	000-094-99	3750
Lizard No. 1	000-094-99	3750
Worm	000-094-99	3750
Gold Bar No. 4	000-097-99	3732
New York No. 2	000-097-99	3732
King Midas	000-098-99	3885
King Midas No. 1	000-098-99	3885
King Midas No. 2	000-098-99	3885
King Midas No. 3	000-098-99	3885
Bumble Bee	000-100-99	3424
Grey Horse	000-100-99	3424
Grey Horse No. 1	000-100-99	3424

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Grey Horse No. 2			000-100-99	3424
Kingstone			000-100-99	3424
Triangle Fraction			000-100-99	3424
Queen No. 9			000-102-99	3786
Wonder Townsite
Wonder Townsite	1	190	010-567-06	3326

        Wonder Townsite Property consists of Wonder Townsite, described in the patent thereof recorded December 18, 1911, n Book 1, Page 190, Official Records, Churchill County, Nevada, and bounded and described as follows:

        BEGINNING AT SOUTHWEST CORNER NO. 1, from which U.S. Location Monument No. 196 bears North seventy-nine degrees, seven minutes West six Thousand eight hundred five and six-tenths feet distance; thence North twenty-seven degrees, twenty-six minutes East two thousand six hundred thirty-two and fifty-three hundredths feet to Corner No. 2, situate on line 6-7 of Survey No. 3326, LAST CHANCE NO. 2 LODE CLAIM: thence South fifty-eight degrees, fifty-five minutes East one hundred thirteen and thirty-three-hundredths feet to Corner No. 3, identical with Corner No. 6 of said Survey No. 3326; thence South forth-six degrees, sixteen minutes East six hundred eighty-eight and forty-three-hundredths feet to Corner No. 4, at point of intersection of line 5-6 of said Survey No. 3326 with the Westerly end line of the WILD BILL LODE CLAIM, unsurveyed; thence South thriteen degrees east four hundred twelve and seventy-one-hundredths feet to Corner No. 5, identical with the Southwest Corner No. 4 of said WILD BILL LODE CLAIM: thence North seventy-seven degrees East eight hundred thirty-five and sixty-two hundredths feet to Corner No. 6, situate on the Southerly side line of said WILD BILL LODE CLAIM: thence South sixty-two degrees, thirty-four minutes East five hundred sixty-two and forty-eight hundredths feet to Corner No. 7; thence South twenty-seven degrees, twenty-six minutes West two thousand six hundred feet to Corner No. 8; thence North sixty-two degrees, thirty-four minutes West two thousand two hundred forty feet to Corner No. 1, THE PLACE OF BEGINNING, containing one hundred twenty-eight and thirty-nine-hundredths acres, according to the official plat on file in the General Land Office.

        Excepting therefrom Block 31 and Block 42.

        Also Excepting thereform any streets, roads, rights-of-way, or easements which may be owned or controlled by Churchill County.

Water Rights

Nevada Water Certificate No. 6, Permit 1510
Bench Creek Well Certificate No. 12957

20

Part D

Mt. Hamilton, Treasure Hill Property
Hamilton Mining District
White Pine County

1.

Patented Mining Claims

2.

Fee Land

3.

Unpatented Mining Claims

4.

Water Rights

5.

Exploration Agreement with Option to Purchase (Treasure Hill Project) between F.W. Lewis, Inc. and Great American Minerals, Inc. dated December 1, 2004.

22

Part D.1
Patented Mining Claims

Mt. Hamilton, Treasure Hill Property
White Pine County, Nevada
Hamilton Mining District

Claim Name	Township	Range	Section	Assessor Parcel Nos.	Patent Nos.	Mineral Survey Nos.
Hamilton Townsite	16N	58E	17, 18	009-410-04	80
Alcyone				099-059-02	9302	109
Argyle				099-059-03	3038	100
Aurora				099-059-04	168	42
Baldy Sour				099-059-06	3193	102
Black Rock Extension				099-059-07	2030	92
Black Rock Lode				099-059-08	2604	62
Black Lode or (Black Ledge)				099-059-10	897	75
Bullion				099-059-12	1486	89
Bullion No. 1				099-059-13	934	40
Bull Terrier				099-059-14	294344	3801
Bull Whacker				099-059-15	294344	3801
Bunko				099-059-16	294344	3801
Caledonia				099-059-17	741	48
California				099-059-18	459	47
Charter Oke				099-059-19	2170	87
Charter Oak Millsite				099-059-20	2170	87B
Charter Oak Lode				099-059-21	1891	52 & 86
Carlise No. 2				099-059-22	4203	67
Central Treasure Lode				099-059-26	87	62
Chief				099-059-33	4398	4398
Cocopah				099-059-34	511	52
C.O.D.				099-059-35	649	53

23

Comanche				099-059-36	38411	1928
Compensation & Good Luck Millsite				099-059-37	2157	59B
Congress				099-059-39	15022	73 & 114
Copper Glance				099-059-40	1010	63
Crescent				099-059-41	19472	90
C.T. Fay				099-059-42	650	57
Cuba				099-059-43	959498	4398
Dividend				099-059-46	19474	89
Dog Star				099-059-47	6998	70
Eberhardt				099-059-48	167	41
Edgar				099-059-49	17796	116
Elgin No. 7				099-059-50	249	37
Elko	16N	58E	19	099-059-51	1080	77
Emerald Isle				099-059-52	635	51
Emerald Isle				099-059-53	1578	69
Empire				099-059-54	2895	49
Eugene N. Robinson				099-059-56	8789	108
Eureka				099-059-57	15023	74
Eberhardt Lode				099-059-58	3818	43
First Easterly Extension of Sheboygan				099-059-59	1011	66
First Southerly Extension Hidden Treasure				099-059-60	467	58
Francis Cutting				099-059-61	2136	126
Gem				099-059-62	17797	117
Genesee				099-059-63	895	64
Glasier				099-059-64	895	76
Good Luck Millsite				099-059-67	2157	59
Great Valley				099-059-69	1083	47
Haggin & Tevis Lode				099-059-71	251	94
Hemlock				099-059-72	898	73
Hidden Treasure				099-059-73	2835	101
Hidden Treasure No. 2				099-059-74	125	110
Iceberg				099-059-76	169	40
Iceberg				099-059-77	260	45
Idaho Westerly				099-059-78	897	74
Imperial				099-059-79	884	71

24

Compensation & Good Luck Mine				099-059-80	2157	59A
Irene Lode				099-060-02	9303	71 & 107
Irvine				099-060-03	1122	48
John Wild North Lode				099-060-04	2267	95A
John Wild South Lode				099-060-06	2267	96A
Jennie A				099-060-08	3039	61
Keystone				099-060-10	3217	97
King William				099-060-12	869	59
Kongsberg				099-060-13	1664	85
Lenora				099-060-14	309983	4032
Madison				099-060-17	309983	4032
Mahogany				099-060-18	513	55
Manilla				099-060-20	959498	4398
Milwaukee	16N	58E (59E)	35	099-060-23	1663	51, 84
Mobile & Equality				099-060-24	2680	45
Monitor Reindeer				099-060-26	2331	127
Mother	16	57	35	099-060-27	1773	54
My Maryland				099-060-29	15024	75
New Defiance				099-060-31	3414	58A
New Defiance Millsite				099-060-32	3414	58B
Nimrod				099-060-33	876	61
Northern Crown				099-060-34	19473	91
Oh Joe	16	57	25	099-060-37	2264	93 - 60
Oko Jumbo				099-060-38	33079	1880
Onetha (Onetho)?	16	58	25	099-060-39	1662	50, 83
Ora	16	58	25	099-060-41	1666	46
Pennsylvania				099-060-43	1125	78
Pocotillo (Pocatillo)				099-060-46	263	44
Pocahontas & Isabella	16	58	31	099-060-47	1668	65
Pogonip				099-060-48	14077	72
Rex (1/2)				099-060-55	546610	4205
Rex (1/2 interest)	16	57	26	099-060-56	546610	4205
Roanoke	16	58	30	099-060-58	6011	105
Hidden Treasure 2nd South Extension				099-060-61	3014	99
Silent Friend				099-060-62	309983	4032
Snowdrop				099-060-63	459	46

25

South Aurora				099-060-64	146	37
Stafford				099-060-65	3326	88
St John Del Rey				099-060-66	883	60
Sweet Water				099-060-69	4236	103
Sunbeam				099-060-70	1577	70
Tom Jefferson				099-060-71	16515	56
Trench	16	57	27, 34	099-060-72	4611	65s
Trustee				099-060-73	17376	76
Volcano				099-060-74	959498	4398
Ward Beecher				099-060-75	510	50
Ward Beecher				099-060-76	512	49
Washington				099-060-77	14078	72 & 113
Western Central				099-060-78	746	115
West Onetha	16	58	25	099-060-79	307309	4031
Wiperwill	16	59	30	099-060-80	2766	92

26

Part D.2
Fee Lands

White Pine County, Nevada
Hamilton Mining District

Claim Name	Township	Range	Section	Assessor Parcel Nos.	Patent Nos.	Mineral Survey Nos.
SE1/4 SE1/4	16N	58E	7	009-410-03
SE1/4 SW1/4	16N	58E	7	009-410-02	SS8
NE1/4 SW1/4, NW1/4 SE1/4	17N	57E	34	009-310-04	SS8

27

Part D.3
Unpatented
Claims

White Pine County, Nevada
Hamilton (White Pine) Mining District

Claim Name	Township	Range	Sec	Book	Page	BLM Serial Nos.	Loc Date
NEWLANDS	0160N	0570E	23	3	179	98002	11/06/1893
NEWLAND # 2	0160N	0570E	23	5	602	98003	2/4/1904
LOLA	0160N	0570E	26	199	260	103343	8/11/1956
HOMESTAKE	0160N	0570E	23, 26	1	187-188	103344	10/12/1886
BLACK CALCITE # 8	0160N	0580E	31	278	41	103427	7/19/1965
ROCK SPRINGS	0160N	0580E	19, 30	119	121	103543	1/28/1934
YACKIE	0160N	0580E	19, 30	119	184	103544	6/3/1934
EXTENSION	0160N	0580E	30	119	323	103545	7/1/1934
CHLORIDE # 1	0160N	0580E	19, 20, 29, 30	257	216	103908	9/26/1963
CEDAR RIDGE	0160N	0580E	30	221	192	107700	5/21/1959
EUREKA # 4	0160N	0570E	25	29	109	171930	10/9/1980
EUREKA # 5	0160N	0570E	24, 25	38	5	198129	4/10/1981
EUREKA # 6	0160N	0570E	25, 26	38	6	198130	4/10/1981
EUREKA # 7	0160N	0570E	24, 25, 26	38	7	198131	4/10/1981
SUNSHINE	0160N	0570E	25	58	383	255303	8/25/1982
NEWLANDS # 3	0160N	0570E	23	58	391	255306	8/25/1982
NE PLUS ULTRA # 2	0160N	0570E	23	58	385	255307	8/25/1982
NEMISIS # 2	0160N	0570E	25, 26	66	68	280466	6/4/1983
ISAACS # 1	0160N	0570E	25	66	70	280468	6/4/1983
META	0160N	0570E	25	66	72	280470	6/4/1983

28

Part D.4
Water Rights

White Pine County, Nevada
White Pine Mining District

Name	Application No.	Certificate No.
Cuba
Compensation & Good Luck	21990	7348
A Springs (Shermantown)	21932	6888
Unnamed Stream (Dam No. 5)	21933	6889
Unnamed Stream (Dam No. 4)	31256	10766
Unnamed Spring (Shermantown)	31257	10767
Unnamed Spring (Shermantown)	23487	7769
Unnamed Spring (Shermantown)	23488	7770
Red Spring	23489	7771
Mokomoke Spring	31254
Unnamed Stream	31255
Unnamed Stream	31256
Townsite Well	31257
Car Muir Spring	39079	10772
Spring on West Side of Mokomoke Mtn.	4412	1030
Alex Muir Spring		31765
		1324

All other water rights or applications to the
State Engineer owned or applied for by
Frank W. Lewis in the White Pine Mining District.
(Applications without Certificate Numbers may be void or pending).

29

Part D.5
Exploration Agreement With Option to Purchase (Treasure Hill Project) between F.W. Lewis, Inc. and Great American Minerals, Inc. dated December 1, 2004, unpatented mining claims

White Pine County, Nevada
Hamilton Mining District

Owner: Great American Minerals, Inc., subject to the Exploration Agreement

Claim Name	Township	Range	Sec	Book	Page	BLM Serial Nos.
Treasure 1	15N	57E	12, 13, & 24			882041
Treasure 2	15N	57E	12, 13, & 24			882042
Treasure 3	15N	57E	12, 13, & 24			882043
Treasure 4	15N	57E	12, 13, & 24			882044
Treasure 5	15N	57E	12, 13, & 24			882045
Treasure 6	15N	57E	12, 13, & 24			882046
Treasure 7	15N	57E	12, 13, & 24			882047
Treasure 8	15N	57E	12, 13, & 24			882048
Treasure 9	15N	57E	12, 13, & 24			882049
Treasure 10	15N	57E	12, 13, & 24			882050
Treasure 11	15N	57E	12, 13, & 24			882051
Treasure 12	15N	57E	12, 13, & 24			882052
Treasure 13	15N	57E	12, 13, & 24			882053
Treasure 14	15N	57E	12, 13, & 24			882054
Treasure 15	15N	57E	12, 13, & 24			882055
Treasure 16	15N	57E	12, 13, & 24			882056
Treasure 17	15N	57E	12, 13, & 24			882057
Treasure 18	15N	57E	12, 13, & 24			882058
Treasure 19	15N	57E	12, 13, & 24			882059
Treasure 20	15N	57E	12, 13, & 24			882060
Treasure 21	15N	57E	12, 13, & 24			882061
Treasure 22	15N	57E	12, 13, & 24			882062
Treasure 23	15N	57E	12, 13, & 24			882063
Treasure 24	15N	57E	12, 13, & 24			882064
Treasure 25	15N	57E	12, 13, & 24			882065

30

Treasure 26	15N	57E	12, 13, & 24	882066
Treasure 27	15N	57E	12, 13, & 24	882067
Treasure 28	15N	57E	12, 13, & 24	882068
Treasure 29	15N	57E	12, 13, & 24	882069
Treasure 30	15N	57E	12, 13, & 24	882070
Treasure 31	15N	57E	12, 13, & 24	882071
Treasure 32	15N	57E	12, 13, & 24	882072
Treasure 33	15N	57E	12, 13, & 24	882073
Treasure 34	15N	57E	12, 13, & 24	882074
Treasure 35	15N	57E	12, 13, & 24	882075
Treasure 36	15N	57E	12, 13, & 24	882076
Treasure 37	15N	57E	12, 13, & 24	882077
Treasure 38	15N	57E	12, 13, & 24	882078
Treasure 39	15N	57E	12, 13, & 24	882079
Treasure 40	15N	57E	12, 13, & 24	882080
Treasure 41	15N	57E	12, 13, & 24	882081
Treasure 42	15N	57E	12, 13, & 24	882082
Treasure 43	15N	57E	12, 13, & 24	882083
Treasure 44	15N	57E	12, 13, & 24	882084
Treasure 45	15N	57E	12, 13, & 24	882085
Treasure 46	15N	57E	12, 13, & 24	882086
Treasure 47	15N	57E	12, 13, & 24	882087
Treasure 48	15N	57E	12, 13, & 24	882088
Treasure 49	15N	57E	12, 13, & 24	882089
Treasure 50	15N	57E	12, 13, & 24	882090
Treasure 51	15N	57E	12, 13, & 24	882091
Treasure 52	15N	57E	12, 13, & 24	882092
Treasure 53	15N	57E	12, 13, & 24	882093
Treasure 54	15N	57E	12, 13, & 24	882094
Treasure 55	15N	57E	12, 13, & 24	882095
Treasure 56	15N	57E	12, 13, & 24	882096
Treasure 57	15N	57E	12, 13, & 24	882097
Treasure 58	15N	57E	12, 13, & 24	882098
Treasure 59	15N	57E	12, 13, & 24	882099
Treasure 60	15N	57E	12, 13, & 24	882100
Treasure 61	15N	57E	12, 13, & 24	882101
Treasure 62	15N	57E	12, 13, & 24	882102
Treasure 63	15N	57E	12, 13, & 24	882103

31

Treasure 64	15N	57E	12, 13, & 24	882104
Treasure 65	15N	57E	12, 13, & 24	882105
Treasure 66	15N	57E	12, 13, & 24	882106
Treasure 100	15N	58E	6, 7, 18, & 19	882107
Treasure 101	15N	58E	6, 7, 18, & 19	882108
Treasure 102	15N	58E	6, 7, 18, & 19	882109
Treasure 103	15N	58E	6, 7, 18, & 19	882110
Treasure 104	15N	58E	6, 7, 18, & 19	882111
Treasure 105	15N	58E	6, 7, 18, & 19	882112
Treasure 106	15N	58E	6, 7, 18, & 19	882113
Treasure 107	15N	58E	6, 7, 18, & 19	882114
Treasure 108	15N	58E	6, 7, 18, & 19	882115
Treasure 109	15N	58E	6, 7, 18, & 19	882116
Treasure 110	15N	58E	6, 7, 18, & 19	882117
Treasure 111	15N	58E	6, 7, 18, & 19	882118
Treasure 112	15N	58E	6, 7, 18, & 19	882119
Treasure 113	15N	58E	6, 7, 18, & 19	882120
Treasure 114	15N	58E	6, 7, 18, & 19	882121
Treasure 115	15N	58E	6, 7, 18, & 19	882122
Treasure 116	15N	58E	6, 7, 18, & 19	882123
Treasure 117	15N	58E	6, 7, 18, & 19	882124
Treasure 118	15N	58E	6, 7, 18, & 19	882125
Treasure 119	15N	58E	6, 7, 18, & 19	882126
Treasure 120	15N	58E	6, 7, 18, & 19	882127
Treasure 121	15N	58E	6, 7, 18, & 19	882128
Treasure 122	15N	58E	6, 7, 18, & 19	882129
Treasure 123	15N	58E	6, 7, 18, & 19	882130
Treasure 124	15N	58E	6, 7, 18, & 19	882131
Treasure 125	15N	58E	6, 7, 18, & 19	882132

32

Exhibit 2.1

Form of Assignment and Assumption

Assignment and Assumption

        This Assignment and Assumption is made by and among Century Gold LLC, a Nevada limited liability company ("Century"), Donald J. Decker and Suzanne R. Decker, as Joint Trustees of the Decker Ridge Joint Revocable Trust (collectively "Decker"), and Victory Gold Inc., a Nevada corporation ("Victory").

Recitals

D.    Century, Decker and Frank W. Lewis, as trustee of the Frank Lewis Trust, and Sharon F. Lewis, as trustee of the Sharon Lewis Trust (collectively "Lewis") are parties to an Agreement for Purchase dated June 29, 2005 (the "Option Agreement"), pursuant to which Lewis granted to Century the option ("Option") and right to purchase all of the issued and outstanding shares of F.W. Lewis, Inc., a Nevada corporation ("FWLCO") and Century has exercised the Option.

E.    Century and Decker (collectively "ASSIGNOR") and Victory are parties to the Agreement for Assignment and Assumption of Option Agreement ("Assignment Agreement") pursuant to which Assignor agreed to assign the Option Agreement to Victory.

F.    Assignor agreed to execute and deliver an assignment of the Option Agreement.

        In consideration of the parties' rights and obligations under the Assignment Agreement, and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

        1.     ASSIGNOR assigns, conveys and transfers to Victory, and Victory's successors and assigns forever, all of ASSIGNOR's right, title and interest in, to and under the Assignment Agreement and in and to the FWLCO shares.

        2.     Victory assumes and agrees to perform ASSIGNOR's obligations under the Assignment Agreement.

        Dated effective December           , 2005.

33

CENTURY GOLD LLC		DECKER RIDGE JOINT REVOCABLE TRUST
By:	Donald J. Decker, Manager	By:	Donald J. Decker, Joint Trustee
VICTORY GOLD INC.		By:	Suzanne R. Decker, Joint Trustee
By:	Michael B. Richings, President

STATE OF NEVADA,	)
	ss.
COUNTY OF ELKO.	)
This Assignment and Assumption was acknowledged before me on December           , 2005, by Donald J. Decker as Manager of Century Gold LLC.
		Notary Public
STATE OF NEVADA,	)
	ss.
COUNTY OF ELKO.	)
This Assignment and Assumption was acknowledged before me on December           , 2005, by Donald J. Decker as Joint Trustee of the Decker Ridge Joint Revocable Trust.
		Notary Public
STATE OF NEVADA,	)
	ss.
COUNTY OF ELKO.	)
This Assignment and Assumption was acknowledged before me on December           , 2005, by Suzanne R. Decker as Joint Trustee of the Decker Ridge Joint Revocable Trust.
		Notary Public

34

STATE OF COLORADO,	)
	ss.
COUNTY OF JEFFERSON.	)
This Assignment and Assumption was acknowledged before me on December           , 2005, by Michael B. Richings as President of Victory Gold Inc.
		Notary Public

35

Exhibit 4.2

Description of Vista Consents,
Notices and Obligations

Approval of the American Stock Exchange of the transactions contemplated under this Agreement.

Approval of the Toronto Stock Exchange of the transactions contemplated under this Agreement.

36

QuickLinks

Exhibit 10.35

EX-10.36

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Exhibit 10.36

Assignment and Assumption

        This Assignment and Assumption is made by and among Century Gold LLC, a Nevada limited liability company ("Century"), Donald J. Decker and Suzanne R. Decker, as Joint Trustees of the Decker Ridge Joint Revocable Trust (collectively "Decker"), and Victory Gold Inc., a Nevada corporation ("Victory").

Recitals

A.    Century, Decker and Frank W. Lewis, as trustee of the Frank Lewis Trust, and Sharon F. Lewis, as trustee of the Sharon Lewis Trust (collectively "Lewis") are parties to an Agreement for Purchase dated June 29, 2005 (the "Option Agreement"), pursuant to which Lewis granted to Century the option ("Option") and right to purchase all of the issued and outstanding shares of F.W. Lewis, Inc., a Nevada corporation ("FWLCO") and Century has exercised the Option.

B.    Century and Decker (collectively "ASSIGNOR") and Victory are parties to the Agreement for Assignment and Assumption of Option Agreement ("Assignment Agreement") pursuant to which Assignor agreed to assign the Option Agreement to Victory.

C.    Assignor agreed to execute and deliver an assignment of the Option Agreement.

        In consideration of the parties' rights and obligations under the Assignment Agreement, and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

        1.     ASSIGNOR assigns, conveys and transfers to Victory, and Victory's successors and assigns forever, all of ASSIGNOR's right, title and interest in, to and under the Assignment Agreement and in and to the FWLCO shares.

        2.     Victory assumes and agrees to perform ASSIGNOR's obligations under the Assignment Agreement.

        Dated effective December 9, 2005.

CENTURY GOLD LLC		DECKER RIDGE JOINT REVOCABLE TRUST
By:	/s/  DONALD J. DECKER Donald J. Decker, Manager	By:	/s/  DONALD J. DECKER Donald J. Decker, Joint Trustee
VICTORY GOLD INC.		By:	/s/  SUZANNE R. DECKER Suzanne R. Decker, Joint Trustee
By:	/s/  MICHAEL B. RICHINGS Michael B. Richings, President

1

QuickLinks

Exhibit 10.36

EX-10.37

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Exhibit 10.37

INDEMNIFICATION AGREEMENT

        THIS INDEMNIFICATION AGREEMENT is made this 13 day of December, 2005 by and between Victory Gold Inc., a Nevada corporation ("Victory"), to and for the benefit of THE FRANK W. LEWIS REVOCABLE LIVING TRUST DATED MARCH 15, 2004 and THE SHARON F. LEWIS TRUST DATED JANUARY 22, 2004 (collectively the "Shareholders").

RECITALS

        A.    On June 29, 2005 Century Gold LLC, a Nevada limited liability company ("Century"), and the Shareholders entered into an "Agreement for Purchase" in which Century was granted the option to buy all of the outstanding shares ("Shares") of F.W. Lewis, Inc., a Nevada corporation (the "Corporation") from the Shareholders.

        B.    Century exercised its option to purchase the Shares of the Corporation and subsequently assigned its rights in the Agreement to Purchase to Victory. The parties agreed to conclude the purchase transaction on December 13, 2005. The Shareholders will deliver the endorsed Shares to Victory upon closing, thereby conveying ownership and control of the Corporation to Victory.

        C.    The Agreement for Purchase sets forth a requirement of hold harmless and indemnification from Century to the Shareholders which Victory confirms and perpetuates by way of this Indemnification Agreement.

Page 1 of 3

        NOW THEREFORE, for the consideration of the Agreement for Purchase, and for other good and valuable consideration, the sufficiency of which is acknowledged, [Century] hereby agrees to the following terms and conditions of Indemnification:

        1.     Indemnification.    Victory makes the following warranty and promise of hold harmless and indemnification to the Shareholders, as stated in Paragraph 8 of the Agreement for Purchase:

Hold Harmless.    ***    Victory shall assume all liabilities of the Corporation, known or unknown, including but not limited to damages, claims, liabilities, obligations, and risk of loss associated with Environmental Laws and Hazardous Materials. Additionally, Victory shall release Shareholders from all damages, claims, liabilities, and obligations, whether known or unknown, arising from or related to the Corporation and its property or to the condition thereof. Victory shall defend, indemnify, and hold Shareholders harmless from any claims, demands, or liabilities related to the Corporation or to its assets, including, but not limited to those arising from Hazardous materials or other conditions associated with the Property, including payment of any attorney's fees and costs incurred by Shareholders.

        2.     Binding Effect.    Victory agrees that this promise and warrant of indemnification shall be binding upon Victory, its successors, assigns, legal representatives, heirs, and trustees in perpetuity and Victory agrees to give actual notice of this Indemnification Agreement to any proposed assigns or successors.

Page 2 of 3

        3.     Affected Properties.    This promise and warranty of indemnification shall apply to the following lands which are included in "the Property" as described in the above referenced "Agreement for Purchase" dated June 29, 2005, including all fee lands, patented mining claims, and unpatented mining claims owned by F.W. Lewis, Inc., a Nevada corporation as of December 12, 2005 situated in the following locations:

A.    In counties within the State of Nevada: Carson City (formerly Ormsby County), Churchill County, Douglas County, Elko County, Esmeralda County, Eureka County, Humboldt County, Lander County, Lyon County, Mineral County, Nye County, Pershing County, Storey County, Washoe County, and White Pine County.

B.    In counties in the State of Colorado: San Juan County.

        This Indemnification Agreement shall also apply to any activities conducted by Victory on the fee lands, patented mining claims, and unpatented mining claims after the date of Indemnification.

        IN WITNESS WHEREOF, the parties hereto have executed this Indemnification on the day and year first above written.

VICTORY GOLD INC.
By:	/s/  HOWARD HARLAN Howard Harlan Director

Page 3 of 3

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Exhibit 10.37

EX-10.38

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Exhibit 10.38

INDEMNIFICATION AGREEMENT

        THIS INDEMNIFICATION AGREEMENT is made this 13 day of December, 2005 by and between Vista Gold Corp., a corporation amalgamated under the laws of the Yukon Territory ("Vista"), to and for the benefit of THE FRANK W. LEWIS REVOCABLE LIVING TRUST DATED MARCH 15, 2004 and THE SHARON F. LEWIS TRUST DATED JANUARY 22, 2004 (collectively the "Shareholders").

RECITALS

        A.    On June 29, 2005 Century Gold LLC, a Nevada limited liability company ("Century"), and the Shareholders entered into an "Agreement for Purchase" in which Century was granted the option to buy all of the outstanding shares ("Shares") of F.W. Lewis, Inc., a Nevada corporation (the "Corporation") from the Shareholders.

        B.    Century exercised its option to purchase the Shares of the Corporation and subsequently assigned its rights in the Agreement to Purchase to Victory Gold Inc., a Nevada corporation which is an indirect subsidiary of Vista. The parties agreed to conclude the purchase transaction on December 13, 2005. The Shareholders will deliver the endorsed Shares to Victory upon closing, thereby conveying ownership and control of the Corporation to Victory.

        C.    The Agreement for Purchase sets forth a requirement of hold harmless and indemnification from Century to the Shareholders which Vista confirms and perpetuates by way of this Indemnification Agreement.

Page 1 of 3

        NOW THEREFORE, for the consideration of the Agreement for Purchase, and for other good and valuable consideration, the sufficiency of which is acknowledged, Vista hereby agrees to the following terms and conditions of Indemnification:

        1.     Indemnification.    Vista makes the following warranty and promise of hold harmless and indemnification to the Shareholders, as stated in Paragraph 8 of the Agreement for Purchase:

Hold Harmless.    ***    Vista shall assume all liabilities of the Corporation, known or unknown, including but not limited to damages, claims, liabilities, obligations, and risk of loss associated with Environmental Laws and Hazardous Materials. Additionally, Vista shall release Shareholders from all damages, claims, liabilities, and obligations, whether known or unknown, arising from or related to the Corporation and its property or to the condition thereof. Vista shall defend, indemnify, and hold Shareholders harmless from any claims, demands, or liabilities related to the Corporation or to its assets, including, but not limited to those arising from Hazardous materials or other conditions associated with the Property, including payment of any attorney's fees and costs incurred by Shareholders.

        2.     Binding Effect.    Vista agrees that this promise and warrant of indemnification shall be binding upon Vista, its successors, assigns, legal representatives, heirs, and trustees in perpetuity and Vista agrees to give actual notice of this Indemnification Agreement to any proposed assigns or successors.

Page 2 of 3

        3.     Affected Properties.    This promise and warranty of indemnification shall apply to the following lands which are included in "the Property" as described in the above referenced "Agreement for Purchase" dated June 29, 2005, including all fee lands, patented mining claims, and unpatented mining claims owned by F.W. Lewis, Inc., a Nevada corporation as of December 12, 2005 situated in the following locations:

A.    In counties within the State of Nevada: Carson City (formerly Ormsby County), Churchill County, Douglas County, Elko County, Esmeralda County, Eureka County, Humboldt County, Lander County, Lyon County, Mineral County, Nye County, Pershing County, Storey County, Washoe County, and White Pine County.

B.    In counties in the State of Colorado: San Juan County.

        This Indemnification Agreement shall also apply to any activities conducted by Vista on the fee lands, patented mining claims, and unpatented mining claims after the date of Indemnification. This Indemnification Agreement shall not apply to any activities conducted or any condition created on any affected property after control of or title to such affected property is transferred by Victory or any affiliate of Vista.

        IN WITNESS WHEREOF, the parties hereto have executed this Indemnification on the day and year first above written.

VISTA GOLD CORP.
By:	/s/  HOWARD HARLAN Howard Harlan, Vice-President

Page 3 of 3

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Exhibit 10.38

EX-10.43

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Exhibit 10.43

PCF

Prime Corporate Finance Pty Limited
A.C.N. 089 188 063
Level 3, 8 Colin Street
West Perth, WA 6005
P.O. Box 425
West Perth, WA 6872
Telephone: 08-9486 7111
Facsimile: 08-9486 7011
Email: prime@primecf.com.au

12th April 2005

Mr. Mike Richings
President and CEO
Vista Gold Corp Limited
7961 Shaffer Parkway
Suite 5, Littleton
CO, USA 80127

Dear Mr. Richings

Re: Mt Todd

Further to our recent discussions in relation to the Mt Todd gold assets located in the Northern Territory, Australia, we have set out below a proposal for Prime Corporate Finance Pty Ltd ("'PCF") to assist Vista Gold Corporation Limited ("Vista Gold") with the possible acquisition of these gold assets.

1.     Background

        PCF has made some investigations with the Administrator of the Mt Todd gold assets (Ferrier Hodgson) with respect to the status of the Mt Todd Sale Process. PCF has also spoken with the Northern Territory (NT) government department (the Department for Business, Industry, Resources and Development or "DBIRD") which is responsible for managing the assets. PCF understands that the consent of the DBIRD is required before any sale or transfer of the Mt Todd assets can be approved.

        Ferrier Hodgson has informed PCF that they are in advanced negotiations with a small Australian exploration company. Ferrier Hodgson has indicated that should this company ("Junior") sign the current Sale Agreement, then they will recommend acceptance to the DBIRD. Ferrier Hodgson also said that they have been in discussions with this Junior since December 2004 and there was some doubt as to whether the Sale Agreement would be signed. Ferrier Hodgson expects to finalize the position of the Junior by Monday 11 April 2005.

        Following discussions with Mr. Bob Adams at the DBIRD, PCF believes that the Junior has made a modest offer to Ferrier Hodgson and that there is still some uncertainty with respect to the rehabilitation obligations attributable to the project. We believe these obligations to be between A$10 million and A$20 million from an order of magnitude basis.

        Mr. Adams was keen to solicit interest from another third party and indicated that the DBlRD would not necessarily be obliged to accept a recommendation from Ferrier Hodgson.

        PCF makes no representation as to the capacity for Vista Gold to overturn an offer accepted by Ferriers, however we believe that there is merit in progressing discussions with the DBIRD and Ferriers to either:

1)

Secure the Mt Todd gold assets (subject to satisfactory due diligence and Vista Gold board approval) at an acceptable price should the Junior withdraw from the Sale Process, or



2)

Investigate the potential to circumvent Ferriers recommendation through direct negotiation with the DBIRD (subject to satisfactory due diligence and Vista Gold board approval).

2.     Services

        PCF proposes to provide the following services to Vista Gold:

a)

Assist Vista Gold with its negotiations with the DBIRD and Ferrier Hodgson in relation to the possible acquisition of the Mt Todd gold assets, as required;



b)

Assist Vista Gold as required with the co-ordination and implementation of due diligence;



c)

Review documentation for Vista Gold as required;



d)

Provide such other services as required on a best endeavors basis.

3.     Fees

        PCF proposes a Finders Fee of US 100,000.00. The Finders Fee will be payable should:

a)

an offer from Vista Gold for the Mt Todd assets be accepted by DBIRD singularly or by Ferrier Hodgson and DBIRD jointly (or such other combination of authorities to the satisfaction of Vista Gold), and



b)

Financial close (settlement) is achieved to the satisfaction of Vista Gold.

2

        PCF proposes an hourly rate of US 225.00 to a maximum monthly cap of US 10,000.00 to cover work undertaken by PCF in accordance with the terms of this Assignment.

        The agreement as to the Finders Fee will have a term of twelve months from the date of the signing of this engagement letter between PCF and Vista Gold or such other date as is mutually agreed.

Invoicing

        PCF proposes that on a monthly basis until the end of the Assignment (beginning from the month end after commencement), an invoice would be provided to Vista Gold by PCF detailing:

•

hours completed by PCF in the preceding month;



•

by whom in the Project team;



•

a description of the work undertaken; and



•

out-of-pocket expenses (see below)

4.     Expenses

        All out-of-pocket expenses such as airfares, accommodation, external consulting fees (if applicable) and other expenses relevant to the completion of the Assignment will be to the account of Vista Gold. No out-of-pocket expenses, greater than US 500.00 for an individual expense, will be incurred by PCF in relation to this Assignment without the prior approval of Vista Gold.

        PCF's hourly rate includes all office costs such as copying, binding, telephone (excluding overseas), and facsimile (excluding overseas). It does not include travel and accommodation, special printing, binding or courier charges, which may be required as these would be treated as out-of-pockets expenses and would be subject to reimbursement.

5.     Other Services

        The above fees are fees in respect of the Assignment only. Should PCF assume further responsibilities as the Assignment proceeds, Vista Gold agrees to negotiate separate fees in good faith in respect of those matters at the time.

6.     Confidentiality and Non-reliance by Third Parties

        PCF will preserve and protect the confidentiality of any non-public confidential information obtained from Vista Gold in connection with the Assignment and will only use that information for the purposes of carrying out the Assignment or as Vista Gold may authorize.

        Confidentiality obligations will not apply to information, which has to be disclosed by law, pursuant to any requirement of a Court or governmental or regulatory agency or otherwise in connection with applicable litigation.

3

        Any advice that may be provided by PCF in connection with the Assignment is given solely for Vista Gold's benefit except as otherwise consented to by PCF in writing.

7.     Limitation

        In acting for Vista Gold in the role described above, PCF is reliant on Vista Gold to ensure that all relevant information is communicated to PCF to allow the Assignment to be completed. PCF requires in accordance with standard market practice, that as a condition of undertaking the Assignment, Vista Gold agrees to an indemnity.

        Vista Gold indemnifies PCF against losses which may arise from Vista's failure to communicate relevant information. PCF agrees that it will take all reasonable steps in regard to potential claims by third parties to mitigate such claims. The liability of PCF will be limited to the amount of fees paid or payable by Vista Gold to PCF. This indemnity and limitation will not apply if the losses are proven to be directly due to the gross negligence of PCF or to losses arising from the gross negligence, culpable negligence, recklessness, willful misconduct, fraud or bad faith of PCF.

8.     Spirit of this Engagement

        Should any of the matters contemplated by this letter take some presently unanticipated course, which nonetheless is to the advantage of Vista Gold, all parties agree to negotiate in good faith a basis of remuneration within the spirit of the above. All parties agree that should such a negotiation appear necessary, it will be undertaken as soon as practicable and that the revised agreement will be documented in a form similar to this letter.

9.     Term of Engagement

(a)

The initial term of the engagement, except with regard to the Finders Fee will be three months. The engagement maybe extended by any term agreed in writing by the parties.



(b)

The agreement automatically terminates in the event the mineral properties that are the subject of this agreement are sold or otherwise disposed of to a third party.

10.   Termination of Engagement

        This engagement may be terminated by Vista Gold or PCF at any time, with or without cause, upon written advice to that effect to the other party provided however that:

(a)

in the event of termination by Vista Go1d (unless such termination results from a breach by PCF of their obligations to Vista Gold), PCF will be entitled to fees and reimbursements payable under 3 above (depending on status of the Assignment at the time of termination); and

4

(b)

the provisions of this Section 10 and of Sections 4, 5, 6, 7, and 8 above shall survive such termination.

11.   Project Team

        PCF will conduct this assignment and any written or oral advice will be that of PCF itself and not that of officers of PCF nor of their related corporations. The persons principally involved will be Liam Twigger, John Glen and Jason Bontempo.

12.   Publicity

        PCF requests the consent of Vista Gold to include their role in the Assignment in marketing material (only to be circulated on a limited, confidential basis without both Mt Todd and Vista in the same reference) and should the Assignment become public knowledge, PCF requests the right to publicly acknowledge their role in the Assignment.

13.   Complete Agreement

        This engagement letter constitutes the complete agreement between the parties and no duties or obligations of PCF shall be implied. This engagement letter is intended to constitute a legally binding and enforceable obligation of Vista Gold.

14.   Applicable Law

        This agreement shall be governed in accordance with the laws of Australia and the parties to it submit to the exclusive jurisdiction of the Western Australian courts.

15.   Confirmation of Acceptance

        We trust that these arrangements are acceptable to you. Would you please indicate your acceptance by signing a copy of this letter and returning an original to PCF.

        We look forward very much to working with you towards a successful conclusion to the Assignment.

Yours sincerely
Prime Corporate Finance Pty Lid

/s/ Liam Twigger
Liam Twigger
Director /s/ John Glen
John Glen
Director

5

        Accepted for and on behalf of Vista Gold Corp Limited by an authorized signatory of the company:

Signature:	/s/ Michael B. Richings
Name:	Michael B. Richings
Title:	President & CEO
Date:	April 12, 2005

6

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Exhibit 10.43

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
	Victory Gold Inc.(2)		Nevada
		Victory Exploration Inc.(6)	Nevada
	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 (Barbados) Corp.(1)			Barbados
	Salu Siwa Pty. Ltd.(7)		Australia
		PT Masmindo Dwi(8)	Indonesia
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
Vista Minerals (Barbados) Corp.(1)			Barbados
	Vista Australia Pty. Ltd.(9)		Australia

(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.

(6)

100% owned by Victory Gold Inc.

(7)

100% owned by Vista Gold (Barbados) Corp.

(8)

100% owned by Salu Siwa Pty. Ltd.

(9)

100% owned by Vista Minerals (Barbados) Corp.

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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, 333-120335 and 333-129720), and in the Registration Statement on Form S-8 (No. 333-105621) of Vista Gold Corp. (the "Company") of our report dated March 17, 2006, relating to the consolidated financial statements of the Company included in this Annual Report on Form 10-K for the year ended December 31, 2005.

/s/ PricewaterhouseCoopers LLP
Chartered Accountants
Vancouver, BC, Canada
March 17, 2006

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CONSENT OF INDEPENDENT ACCOUNTANTS

EX-23.2

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Exhibit 23.2

CONSENT OF MINE RESERVE ASSOCIATES, INC.

        The undersigned, Mine Reserve 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" in this Annual Report on Form 10-K for the year ended December 31, 2005 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335 and 333-129720) 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 reference to our firm included with such information, as set forth above in the Form 10-K.

MINE RESERVE ASSOCIATES, INC.
By:	/s/  DONALD C. ELKIN Name:    Donald C. Elkin Title:    President

Date: March 16, 2006

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Exhibit 23.2

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 (collectively, the "Technical Studies"), concerning mineralized material contained in the Maverick Springs property (study completed in 2004), Mountain View property (study completed in 2002) and Paredones Amarillos property (study completed in 2002), for Vista Gold Corp. (the "Company"), portions of which are summarized under the captions "Item 2. Properties — Maverick Springs — Geology"; "Item 2. Properties — Mountain View — Geology"; and "Item 2. Properties — Paredones Amarillos — Preliminary Feasibility Study" in this Annual Report on Form 10-K for the year ended December 31, 2005 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335 and 333-129720) 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 Technical Studies, including the references to our firm included with such information, as set forth above in the Form 10-K.

SNOWDEN MINING INDUSTRY CONSULTANTS
By:	/s/  ANDREW F. ROSS Name:    Andrew F. Ross, P.Geo. Title:    General Manager

Date: March 20, 2006

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Exhibit 23.3

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 (collectively, the "Technical Studies"), concerning ore reserves in the Hycroft Mine (study issued in 2006), concerning ore reserves in the Paredones Amarillos property (study completed in 2005), and concerning mineralized material contained in the Long Valley, Hasbrouck, Three Hills and Wildcat properties (studies completed in 2003), for Vista Gold Corp. (the "Company"), portions of which are summarized under the captions "Item 2. Properties — Hycroft Mine — Updated Feasibility Study"; "Item 2. Properties — Paredones Amarillos — Preliminary Feasibility Study"; "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, 2005 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335 and 333-129720) 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 Technical Studies, including the reference to our firm included with such information, as set forth above in the Form 10-K.

MINE DEVELOPMENT ASSOCIATES
By:	/s/  NEIL PRENN Name:    Neil Prenn, P.E. Title:    President

Date: March 19, 2006

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Exhibit 23.4

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, 2005 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335 and 333-129720) 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
By:	/s/  MARK G. STEVENS Name:    Mark G. Stevens, C.P.G. Title:    Chief Geologist

Date: March 17, 2006

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Exhibit 23.5

EX-23.7

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Exhibit 23.7

[Letterhead of Ore Reserves Engineering]

CONSENT OF ORE RESERVES ENGINEERING

        The undersigned, Ore Reserves Engineering, hereby states as follows:

        Our firm prepared an independent review, completed in 2005 (the "2005 Review"), concerning resources in the Brimstone Deposit of the Hycroft Mine of Vista Gold Corp. (the "Company"), portions of which are summarized under the caption "Item 2. Properties — Hycroft Mine — Updated Feasibility Study" in this Annual Report on Form 10-K for the year ended December 31, 2005 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335 and 333-129720) 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 2005 Review, including the reference to our firm included with such information, as set forth above in the Form 10-K.

ORE RESERVES ENGINEERING
By:	/s/  ALAN C. NOBLE Name:    Alan C. Noble, P.E. Title:    Principal Engineer

Date: March 20, 2006

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Exhibit 23.7

EX-23.8

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Exhibit 23.8

[Letterhead of WLR Consulting, Inc.]

CONSENT OF WLR CONSULTING, INC.

        The undersigned, WLR Consulting, Inc., hereby states as follows:

        Our firm assisted with a review, completed in 2005 (the "2005 Review") of mine design 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 — Preliminary Feasibility Study" in this Annual Report on Form 10-K for the year ended December 31, 2005 (the "Form 10-K").

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-91254, 333-102384, 333-104443, 333-120335 and 333-129720) 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 2005 Review, including the reference to our firm included with such information, as set forth above in the Form 10-K.

WLR CONSULTING, INC.
By:	/s/  WILLIAM L. ROSE Name:    William L. Rose Title:    President

Date: March 16, 2006

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Exhibit 23.8

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, 2005 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, 2006
/s/ C. Thomas Ogryzlo C. Thomas Ogryzlo	Director	March 31, 2006
/s/ Robert A. Quartermain Robert A. Quartermain	Director	March 31, 2006
/s/ W. Durand Eppler W. Durand Eppler	Director	March 31, 2006

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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)) 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)

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



(c)

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, 2006 /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)) 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)

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



(c)

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, 2006 /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, 2005, 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, 2006 /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, 2005, 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, 2006 /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