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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; 


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                    (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. 


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        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. 


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                    (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. 


12







 

        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




13








   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




14







 
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. 


15







 

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




16







 

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




17







 


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



18







 

	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





19







 

	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