Exhibit 10.1


 


AMENDMENT AGREEMENT


 


THIS AGREEMENT made effective as of the 29th
day of May, 2008


 


AMONG:               REPUBLIC GOLD
LIMITED ACN 106 399 311, a body corporate incorporated
under the laws of Australia and having its registered office at 144 Cobra Road, Mareeba,
Queensland, Australia 4880  (Facsimile No: (07) 4092 3797)


 


(the “Purchaser”)


 


AND:                      VISTA GOLD CORP., a body corporate incorporated
under the laws of the Yukon Territory, Canada and having an office at Suite 5,
7961 Shaffer Parkway, Littleton, Colorado, U.S.A., 80127 (Facsimile No: (720)
981-1186)


 


(“Vista”)


 


AND:                      VISTA GOLD (ANTIGUA)
CORP., a body
corporate incorporated under the laws of Antigua and Barbuda and having its
registered office at 11 Old Parham Road, P.O. Box 1531, St. John’s,
Antigua, W.I.


 


(“Vista Gold Antigua”)


 


WHEREAS:


 


A.            the
Purchaser, Vista and Vista Gold Antigua (collectively, the “Parties”) entered into a purchase and sale
agreement dated the 4th of April 2008 (the “Original Agreement”) pursuant to which Vista sold to the Purchaser, and
the Purchaser acquired from Vista, all of the issued and outstanding shares of
Vista Gold Antigua; and


 


B.            it has
come to the attention of the Parties that the Original Agreement contained a
typographical error and the Parties wish to correct the typographical error;


 


NOW THEREFORE in consideration of the mutual covenants and promises
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties agree as follows:


 


1.             In paragraph
1 of Schedule B of the Original Agreement, the reference to “José Melgarejo Biáñez” is deleted and “Juan José Melgarejo Blanez” is substituted in its place.


 


2.             In
paragraph 1 of Schedule B of the Original Agreement, the reference to “José
Melgarejo Ibanez” is
deleted and “Juan José Melgarejo Blanez” is substituted in its place.


 


3.             The
Original Agreement, as amended hereby, shall continue in full force and effect
and the provisions of the Original Agreement, as hereby amended, are ratified
and confirmed in all respects.


 


4.             This
Agreement and the Original Agreement shall be read and construed together as if
they constituted one document, provided that if there is any inconsistency
between the Original 


 

















 


Agreement and the provisions of this Agreement,
the provisions of this Agreement shall govern.


 


5.             This
Agreement may be executed in any number of counterparts, each of which when
delivered shall be deemed to be an original and all of which together shall
constitute one and the same document. 
Such counterparts may be delivered by facsimile and when so delivered
shall be deemed to be an original.


 


IN
WITNESS WHEREOF the Parties hereto have
cause this Agreement to be executed by their duly authorized representatives as
of the day and year first above written.


 


	
  REPUBLIC GOLD LIMITED ACN 106 399 311

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  John Kelly

  	
   

  
	
   

  	
  Name: John Kelly

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  VISTA GOLD CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  Frederick H. Earnest

  	
   

  
	
   

  	
  Name: Frederick H. Earnest

  
	
   

  	
  Title: President and Chief
  Operating

  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  VISTA GOLD (ANTIGUA) CORP.

  
	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ John Kelly

  	
   

  
	
   

  	
  Name: John
  Kelly

  
	
   

  	
  Title: Director

  



 


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