ASSET
SALE AGREEMENT


 


FOR
USED 10,000 TPD GOLD PROCESSING PLANT


 


THIS AGREEMENT (“Agreement”)
is made, entered into, and is effective this 4th day of January 2008, by
and among DEL NORTE COMPANY LTD. (“Seller”) of Level 28, Three Pacific Place, 1
Queen’s Road East, Hong Kong and A.M. KING INDUSTRIES, INC. (“Seller
Guarantor/Contractor”) of 2875 Feather River Boulevard, Oroville, California
USA, MINERA PAREDONES AMARILLOS SA DE CV (“Buyer”) of Sonoro No 760E, Gomez
Farias Y de Independencia, Col Pueblo Nuevo, La Paz, Mexico 23060 and VISTA
GOLD CORP. (“Buyer Guarantor”) of Suite 5, 7961 Shaffer Parkway,
Littleton, Colorado 80127 USA


 


WITNESSETH:


 


WHEREAS
Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the
10,000 TPD Gold Processing Plant and all related mineral processing equipment
located at the Colomac Mine, including the assets generally described in
Attachment “A” to this Agreement (such assets, the “Attachment “A” Colomac Mine
Assets”) and the assets generally described in Attachment “B” to this Agreement
(such assets, the “Attachment “B” Colomac Mine Assets” and together with the
Attachment “A” Colomac Mine Assets and all other mineral processing equipment
related to the 10,000 TPD Gold Processing Plant located at the Colomac Mine,
collectively referred to as the “Colomac Mine Assets”);


 


WHEREAS Seller is a
wholly-owned subsidiary of Seller Guarantor/Contractor, and Seller
Guarantor/Contractor has agreed to guarantee certain obligations of Seller and
to perform certain services, in connection with such purchase and sale;


 


WHEREAS Buyer is a
wholly-owned subsidiary of Buyer Guarantor, and Buyer Guarantor has agreed to
guarantee certain obligations of Buyer in connection with such purchase and
sale;


 


and


 


WHEREAS
Seller, Seller Guarantor/Contractor, Buyer and Buyer Guarantor desire to enter
into an agreement setting forth the terms and conditions of such purchase and
sale and related matters.


 


AGREEMENT:


 


NOW,
THEREFORE, in consideration of the mutual covenants and undertakings hereinafter
set forth, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto, the
parties do hereby agree as follows:


 


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                1.                                      Purchase and Sale


 


1.1                                 Purchase
and Sale:


 


a.               Buyer hereby agrees to
purchase and receive from Seller, and Seller hereby agrees to sell and transfer
to Buyer, the Attachment “A” Colomac Mine
Assets, pursuant to the terms and
conditions set forth herein.


 


b.               Buyer hereby agrees to
purchase and receive from Seller, and Seller hereby agrees to sell and transfer
to Buyer, the Attachment “B” Colomac Mine
Assets, pursuant to the terms and
conditions set forth herein.


 


1.2                                 Documentation:


 


a.               Buyer understands and agrees
that Seller is not making available any documentation, reports, drawings or
instruction manuals of Attachment “A” Colomac
Mine  Assets being sold,
other than those listed in Attachment “A” to this Agreement.


 


b.               Buyer understands and agrees
that Seller is not making available any documentation, reports, drawings or
instruction manuals of Attachment “B” Colomac
Mine  Assets being sold,
other than those listed in Attachment “B” to this Agreement.


 


1.3                                 Indemnification:


 


a.               To the fullest extent not prohibited by law,
Seller and Seller Guarantor/Contractor shall indemnify, defend and hold
harmless Buyer and Buyer Guarantor, and their respective directors, officers,
agents and employees from and against all claims, damages, losses and expenses
(including but not limited to attorney’s fees) arising by reason of any act or
failure to act, negligent or otherwise, of Seller and/or Seller
Guarantor/Contractor in connection with the dismantling, loading and
transporting of the Attachment “A” Colomac
Mine  Assets as contemplated
by this Agreement.  For greater
certainty, notwithstanding the foregoing Buyer and Buyer Guarantor acknowledge
and agree that the Attachment “A” Colomac
Mine  Assets are being
sold “as is” and with all faults that exist on the date of this Agreement and
that accordingly, the indemnification contemplated by this section shall not
cover claims, damages, losses or expenses arising as a result of the
pre-existing condition of the Attachment “A”
Colomac Mine  Assets on
the date of this Agreement.


 


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b.              To the fullest extent not prohibited by law, Buyer
and Buyer Guarantor shall indemnify, defend and hold harmless Seller and Seller
Guarantor/Contractor, and their respective directors, officers, agents and employees
from and against all claims, damages, losses and expenses (including but not
limited to attorney’s fees) arising by reason of any act or failure to act,
negligent or otherwise, of Buyer and/or Buyer Guarantor in connection with the
dismantling, loading, removal and transporting of the Attachment “B” Colomac Mine  Assets as contemplated by this Agreement.


 


1.4                                 Inspection:


 


i.                  Buyer certifies that it is
fully acquainted with the Attachment “A”
Colomac Mine Assets, the condition of the Attachment “A” Colomac Mine Assets, and the storage facility
area in which the Attachment “A” Colomac Mine
Assets are located. Seller is familiar with the delivery, handling,
loading and shipping which may be necessary for the removal and shipment of the
Attachment “A” Colomac Mine  Assets.


 


ii.               Buyer certifies that it is
fully acquainted with the Attachment “B”
Colomac Mine Assets, the condition of the Attachment “B” Colomac Mine Assets, and the storage facility
area in which the Attachment “B” Colomac Mine
Assets are located, and is familiar with the delivery, handling,
loading and shipping which may be necessary for the removal and shipment of the
Attachment “B” Colomac Mine  Assets.


 


                2.                                      Purchase Price and Other Costs


 


2.1                                 Amount and
Payment Terms:  The
purchase price for the Colomac Mine
Assets shall be US Dollars sixteen
million ten thousand dollars (USD$16,010,000.00) (the “Purchase Price”), which shall be paid as
follows:


 


(i)                                     50% of the
Purchase Price, US Dollars eight million five thousand dollars (USD
$8,005,000), shall be payable promptly upon execution of this Agreement.


 


(ii)                                  25% of the
Purchase Price, US Dollars four million two thousand five hundred dollars (USD
$4,002,500), shall be payable upon receipt by Buyer of written confirmation
from Seller that the Attachment “A” Colomac Mine Assets have been dismantled
and 


 


3

















 


are ready to be transported
in the manner contemplated by this Agreement.


 


(iii) The remaining 25%
of the Purchase Price, US Dollars four million two thousand five hundred
dollars (USD $4,002,500), shall be payable upon delivery of the Attachment “A” Colomac Mine Assets to Buyer
as contemplated by this Agreement at the location in Edmonton, Alberta
identified by Buyer.


 


2.2                                 Other Costs:


 


a.               Seller and/or Seller
Guarantor/Contractor shall be responsible, at their expense, for all costs
associated with the dismantling and delivery of the Attachment “A” Colomac Mine Assets to the storage site in
Edmonton, Alberta identified by Buyer (such site, the “Buyer’s Yard”), save and
except only unforeseen extraordinary expenses associated with the 2008 Ice Road
which shall be shared in the manner contemplated by this Agreement.  Buyer and/or Buyer Guarantor shall be
responsible for all costs of storage and unloading of the Attachment “A” Colomac Mine Assets upon
arrival at the Buyer’s Yard.


 


b.              Buyer and/or Buyer Guarantor
shall be solely responsible for and shall bear all costs associated with
dismantling and shipping the Attachment “B”
Colomac Mine Assets, and any and all other costs and expenses
incurred in connection with the relocation of the Attachment “B” Colomac Mine  Assets
from the Colomac Mine site (the “Site”).


 


c.               The Buyer’s Yard shall be
readily accessible to multiple axle trucks and suitable for discharge of the Attachment “A” Colomac Mine Assets.  Any loss, damage or expense caused by delay
in discharge of the Attachment “A” Colomac
Mine Assets as a result of the unavailability or unsuitableness of
the Buyer’s Yard shall be borne by Buyer, and shall be in addition to the
Purchase Price.


 


d.              Each party shall bear and
pay any taxes that may be applicable to them in connection with the
transactions contemplated by this Agreement.


 


2.3                                 Form of
Payment:  The Purchase Price shall be
paid by Buyer to Seller in US dollars.


 


2.5                                 Payment
Recipient:  All
payments shall be made directly to Seller as directed by Seller.


 


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2.6                                 Condition
for Removal:


 


a.               Seller shall
not begin any removal of the Attachment “A”
Colomac Mine  Assets
from the Site until the 75% of the Purchase Price has been paid to and received
by Seller.


 


b.              Without the
prior specific agreement of Seller, which shall not unreasonably be withheld,
Buyer shall not begin any removal of the Attachment
“B” Colomac Mine  Assets
from the Site until the 100% of the Purchase Price has been paid to and
received by Seller.


 


2.7                                 Time for
Removal:


 


a.               The Attachment “A” Colomac Mine  Assets shall be removed by Seller from the
Site by no later than April 30, 2008.


 


b.               The Attachment “B” Colomac Mine  Assets shall be removed by Buyer from the
Site by no later than April 30, 2009.


 


c.               All of the Colomac Mine
Assets are to be removed from the Site or placed in agreed on-site storage by
no later than April 30, 2009. 
Assets not removed from the Site or placed in agreed on-site storage by April 30,
2009 shall be considered to have been abandoned by Buyer with the intention and
effect that full title and right to possession shall revert to Seller without
any adjustment in Purchase Price, unless otherwise agreed by Seller and Buyer
or unless such non-removal or failure to so store occurred as a result of the
breach of the terms of this Agreement by Seller or Seller
Guarantor/Contractor.  Subject to the
foregoing, Seller may thereafter, without any notice to Buyer, take any action
Seller deems appropriate to sell, use or dispose of such assets.  Should Buyer desire on-site storage, such
arrangements shall be made with Seller, who shall attempt reasonably to
accommodate Buyer.  The agreed costs of
on-site storage requested by Buyer shall be borne by Buyer and shall be in
addition to the Purchase Price.


 


                3.                                      Title, Lien and Risk of Loss


 


3.1                                 Title:  Immediately upon Seller’s receipt from Buyer
of the first 50% of the Purchase Price, Buyer shall have unconditional title to
the Colomac Mine Assets subject
only to the Seller’s lien on such assets as contemplated by section 3.2.


 


3.2                                 Lien:  Effective upon payment of the first 50% of
the Purchase Price, Buyer shall have power to convey title of any of the
Colomac Mine Assets to others, subject to Seller’s actual lien on the assets
for payment of the balance of the Purchase Price from Buyer.  Buyer shall notify any purchasers of the
Colomac Mine Assets of this lien, but this lien shall not be defeated or
diminished if Buyer fails in this duty. 
This lien shall be 


 


5

















 


both
possessory and shall follow the Colomac Mine Assets, or any part of them, into
the hands of third parties and shall be superior to their rights of possession
or ownership.  Should it be necessary to
enforce this lien, it may be enforced by repossession or by litigation or both,
and Buyer agrees to indemnify and pay all Seller’s actual legal fees, costs,
damages and expenses in connection with such enforcement.


 


3.3                                 Risk of
Loss:  Except as contemplated by this
section, upon passage of title to the Colomac
Mine Assets as contemplated herein, all risks of loss or damage to Colomac Mine Assets shall pass to
Buyer.  Notwithstanding the foregoing,
Seller and Seller Guarantor/Contractor shall remain fully responsible for any
loss or damage to the Attachment “A” Colomac
Mine Assets until they are delivered to Buyer at the Buyer’s Yard as
contemplated by this Agreement, other than any damage occurring to the Attachment “A” Colomac Mine Assets as a
result of the pre-existing condition of such assets on the date of this
Agreement for which Seller and Seller Guarantor/Contractor shall not be
responsible.


 


                                                In addition, it
is expressly agreed that:


 


a)
Seller and/or Seller Guarantor/Contractor shall carefully and properly
dismantle, match mark, prepare for shipment and ship all Attachment “A” Colomac Mine Assets to the
Buyer’s Yard as contemplated by this Agreement at Seller’s and/or Seller
Guarantor/Contractor’s expense;


 


b)
Seller and/or Seller Guarantor/Contractor shall endeavor to the greatest
reasonably feasible degree to accomplish such shipment on the 2008 Ice Road;
and


 


c)
Seller shall have a fully insurable interest in the Colomac Mine Assets to their full contractual value herein,
and shall maintain, and ensure that its contractors maintain, in effect all
necessary value, contractor and trucking or transportation insurance and shall,
if feasible and requested by Buyer, name Buyer as an additional insured on its
policies of insurance.


 


3.4                                 Transfer
Documentation:  Seller and
Seller Guarantor/Contractor each covenant to take all actions necessary to
evidence and complete the transfer of title for the Colomac Mine Assets to Buyer, and shall deliver to Buyer a
bill of sale in respect of the purchase of the Colomac Mine  Assets
promptly upon Seller’s receipt of the first 50% of the Purchase Price.  Notwithstanding the foregoing, failure of
Seller and/or Seller Guarantor/Contractor to deliver a bill of sale shall not
affect Buyer’s title to the Colomac Mine
Assets.


 


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                4.                                      Removal of Assets and Buyer
Responsibilities


 


4.1                                 Access:


 


                    Following
transfer of title to the Colomac Mine
Assets to Buyer as contemplated by
this Agreement (the date of such transfer, the “Transfer Date”), Seller shall give Buyer, its representative
and its designated contractor’s reasonable access to the Site, including for
the purposes of dismantling, removal, cleaning and preparation of the Attachment “B” Colomac Mine Assets for
transport.


 


4.2                                 Responsibility:


 


a.                  Seller and
Seller Guarantor/Contractor shall remain fully responsible for any loss or
damage to the Attachment “A” Colomac Mine
Assets until they are delivered to Buyer at the Buyer’s Yard as
contemplated by this Agreement, other than any damage occurring to the Attachment “A” Colomac Mine Assets as a
result of the pre-existing condition of such assets on the date of this
Agreement for which Seller and Seller Guarantor/Contractor shall not be
responsible.


 


b.                 Effective as of
the Transfer Date, Buyer assumes sole responsibility for all risks inherent in
the storage of the Attachment “B” Colomac
Mine  Assets at the
Site, and the safety of loading, securing loads and hauling, during the removal
of the Attachment “B” Colomac Mine
Assets from the Site, provided
that Seller and Seller Guarantor/Contractor shall remain responsible for any
loss or damage to the Attachment “B” Colomac
Mine Assets that occurs as a result of or in connection with the
dismantling, match marking, and preparation for shipment of the Attachment “A” Colomac Mine Assets by or on
behalf of Seller and/or Seller Guarantor/Contractor other than any damage
occurring to the Attachment “B” Colomac Mine
Assets as a result of the pre-existing condition of such assets on
the date of this Agreement.


 


4.3                               Removal:


 


a.               Seller and/or Seller
Guarantor/Contractor shall be fully responsible to make necessary arrangements
and insurance requirements with loading contractors and transportation
contractors, and shall pay all costs, associated with dismantling, match
marking, preparing for shipment and transportation of the Attachment “A” Colomac Mine Assets to the
Buyer’s Yard, save and except only unforeseen extraordinary expenses associated
with the 2008 Ice Road which shall be shared in the manner contemplated by this
Agreement.


 


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b.               Buyer and/or
Buyer Guarantor shall be fully responsible to make necessary arrangements and
insurance requirements with Seller and/or Seller Guarantor/Contractor, loading
contractors and transportation contractors, and shall pay all costs, associated
with dismantling, match marking, preparing for shipment and transportation of
the Attachment “B” Colomac Mine Assets,
and (as contemplated by section 2.7 of this Agreement) shall pay any agreed
costs for the storage of such assets incurred from and after the Transfer Date.


 


c.              Buyer and/or
Buyer Guarantor shall be responsible for any and all damage that its activity
causes to property at the Site that is not covered by this Agreement, including
property of others, and to damage or injury that arises from Buyer or Buyer
Guarantor’s agents or such agents’ contractors’ activities in connection with
removal or non-removal of Attachment “B”
Colomac Mine Assets, whether direct or consequential in nature, and
whether manifested as work stoppages, injury to persons, equipment, facilities
or real property, or damage to the environment. 
In case of an allegation of such damage or injury associated with Attachment “B” Colomac Mine Assets, Buyer
and Buyer Guarantor agree forthwith upon demand and entirely at their own
expense to hold harmless, defend and indemnify Seller for any such damage or
injury without raising any claim of Seller’s contributory fault.


 


4.4                                 No other Representations or Warranties of Seller: Buyer hereby
represents that it has relied upon its own examination of the Colomac Mine  Assets, storage facility and adjacent premises, that neither
Seller nor any of its representatives, agents or employees has made any
representations or warranties concerning the Colomac
Mine  Assets other than
as set forth in Section 6.1 of this Agreement, or, if any such
representations or warranties have been made, Buyer hereby acknowledges and
agrees that it will not be, and that it is not, relying on any such
representations or warranties other than those set forth in Section 6.1 of
this Agreement.  Buyer further represents
that:


 


(i)                                     it has fully
inspected the Colomac Mine  Assets;


 


(ii)                                  it is
experienced in evaluating the condition of assets of the nature of the Colomac
Mine Assets to be purchased hereunder; and


 


(iii)                               it is satisfied
as to the condition of the Colomac Mine
Assets based upon its inspections of the same.


 


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5.                                      Disclaimer of Warranty


 


THE
PARTIES HEREBY AGREE THAT THE ATTACHMENT “A”
COLOMAC MINE ASSETS ARE SOLD AS IS AND WITH ALL FAULTS THAT EXIST ON
THE DATE OF THIS AGREEMENT, AND THAT THE ATTACHMENT
“B” COLOMAC MINE ASSETS ARE SOLD AS IS, WHERE IS AT THE SITE AND ARE
THE RESPONSIBILITY OF THE BUYER TO REMOVE AND SHIP.


 


THE
PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT SELLER MAKES NO REPRESENTATIONS AND
NO WARRANTIES WHATSOEVER, WHETHER FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR USE OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, IN FACT OR BY LAW,
OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT.


 


EXCEPT
AS SPECIFICALLY CONTEMPLATED BY THIS AGREEMENT, SELLER SHALL BE UNDER NO
OBLIGATION TO PRESERVE THE COLOMAC MINE
ASSETS FROM AND AFTER THE DATE OF
THIS AGREEMENT, AND EXCEPT AS SPECIFICALLY CONTEMPLATED BY THIS AGREEMENT, THE
RISK OF DETERIORATION IN THE COLOMAC MINE
ASSETS FROM AND AFTER THE DATE OF
THIS AGREEMENT SHALL BE SOLELY BORNE BY BUYER.


 


6.                                      Representations and Obligations of Seller
and Seller Guarantor/Contractor:


 


6.1                                 Representations and Warranties:  Seller represents and warrants


 


that
it has title to the Colomac Mine  Assets, free and clear of all liens,
security interests and encumbrances and claims of third parties of any kind
whatsoever.


 


Seller
further represents and warrants that:


 


·                 it has the corporate power and authority to
enter into this Agreement, to consummate all transactions contemplated herein,
to perform its obligations hereunder, and to transfer legal title to and to
transfer beneficial ownership of the Colomac Mine Assets to Buyer on the terms
and conditions hereof, free and clear of all liens, security interests and
encumbrances and claims of third parties of any kind whatsoever;


 


·                  it has not disposed or
agreed to dispose of or granted an option to any person to purchase any of the Colomac Mine  Assets or any interest in any of the Colomac Mine  Assets other than under this Agreement;


 


9

















 


·                  there is no unsatisfied judgment, order,
writ of execution, arbitral award or decision of any court, tribunal or
arbitrator against Seller or any of the Colomac Mine Assets; and


 


·                  there is no outstanding claim, demand,
dispute, litigation, arbitration, prosecution or investigation pending;  nor to the best of the knowledge of Seller ,
threatened against Seller.


 


Seller
Guarantor/Contractor represents and warrants that it has the corporate power
and authority to enter into this Agreement, to consummate all transactions
contemplated herein, and to perform its obligations hereunder.


 


6.2                                 No
Obligation to provide security:  Seller shall have no obligation to provide
security, protection, or otherwise safeguard Buyer, its representatives or
contractors while on the Site.  Buyer
agrees that it shall have no claim or cause of action for loss or damage to any
employee, officer, director, representative, contractor or agent of Buyer, any
personal property of any employee, officer, director or agent of Buyer or the Colomac Mine  Assets by virtue of Seller not providing security or other
protection for the same, and it shall hold harmless, indemnify and defend
Seller from any such claim made by its personnel or contractors, however
brought.


 


7.                                      Representations and Obligations of Buyer
and Buyer Guarantor:


 


7.1                                  Representations
and Warranties:  Buyer represents
and warrants that it has the corporate power and authority to enter into this
Agreement, to consummate all transactions contemplated herein, and to perform
its obligations hereunder.


 


Buyer
Guarantor represents and warrants that it has the corporate power and authority
to enter into this Agreement, to consummate all transactions contemplated
herein, and to perform its obligations hereunder.


 


7.2                                  Further
Indemnification:  Buyer shall,
upon written request of Seller, defend Seller, its affiliated and related
entities, and the employees, officers, directors, and agents thereof
(collectively, the “Seller Parties”)
from and in respect of any litigation in which Buyers and/or its employees’ or
affiliates’ alleged negligence or willful misconduct is the basis, for which
damages are sought, and shall indemnify and save and hold harmless the Seller
Parties from and against any and all claims, loss, damage, injury, liability,
costs, and expenses of whatsoever kind or nature, 


 


10

















 


including
reasonable attorneys’ fees, demands, recoveries, and judgments, in all cases to
the extent caused by reason of any negligent act or willful misconduct of Buyer
or its employees, officers, subcontractors, agents and representatives, in the
performance of this Agreement or in consequence of any actual or alleged
negligence of Buyer or any of its employees or affiliates in the performance of
this Agreement.


 


7.3                                  Independent
contractor:  Buyer, and
any of its agents and employees, shall be considered for all purposes
independent contractors for purposes of any of their activities on the Site.


 


8.                                      Ice Road


 


a) 2008 Ice Road


 


Buyer
and Seller recognize that much of the Colomac Mine Assets can only be removed
on an Ice Road, and it is the desire and intention of both parties to
dismantle, to prepare for shipment and to ship all of the Attachment “A” Colomac Mine Assets on the
2008 Ice Road, with anticipated transportation at the end of February and
during March, 2008.  The parties recognize
that an Ice Road is subject to overwhelming forces of nature.  This Agreement will not fail if the 2008 Ice
Road becomes unfeasible or impassable but the parties agree, to the fullest
reasonable extent possible, to discuss, and create alternative and contingent
plans to address Ice Road conditions with the goal of delivering the Attachment “A” Colomac Mine Assets to the
Buyer’s Yard in a timely manner.  In the
event that Ice Road transportation is interrupted or delayed but can be
accomplished through extraordinary financial expenditures or by contingency
plans, the parties agree to share equally any related expenses that are agreed
to by the parties.


 


b)
Attachment “B” Colomac Mine Assets in 2008


 


Notwithstanding
anything in this Agreement to the contrary, Buyer shall have the right, at its
risk and expense, to dismantle, prepare for shipment and to ship any of the Attachment “B” Colomac Mine Assets over the
2008 Ice Road, provided that it is the desire and intention of the parties that
any such activity should be subordinate to the primary activity of successfully
shipping the Attachment “A” Colomac Mine
Assets on the 2008 Ice Road and that accordingly, it is agreed that
Buyer may be required, at any stage of transportation, at Buyer’s risk and
expense to delay the delivery of the Attachment
“B” Colomac Mine Assets if such delay could reasonably be expected
to assist in the delivery of the Attachment “A”
Colomac Mine Assets to the Buyer’s Yard in a timely fashion.


 


9.                                      General Provisions


 


9.1                                  Assignment:  This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.  This
Agreement may not be assigned or transferred in whole or in part without the
prior written consent of non-assigning party, which consent shall not be
unreasonably withheld.


 


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9.2                                  Authorized
Representatives and Notice:  Any notice, request, consent, waiver, or
other communication required or permitted to be given hereunder shall be
effective only if made or given in writing directed to the parties, and shall
be deemed sufficient given only if delivered in person or sent by facsimile
transmission, addressed as follows:


 


If to Seller and/or Seller Guarantor/Contractor, to:


 


A.M.
King Industries Inc.


2875
Feather River Blvd


Oroville, CA, 95965


USA


Attn: Albert M. King


Fax:
+1-530-534-6013


 


with
an information copy via e-mail to admin@amking.com


 


If
to Buyer and/or Buyer Guarantor, to:


 


Vista
Gold Corp.


Suite 5,
7961 Shaffer Parkway


Littleton,
Colorado 80127 USA


Attn:
Frederick H. Earnest


Fax:
720-981-1186


 


with
an information copy via e-mail to fhearnest@vistagold.com


 


9.3                                  No Waiver:  No delay or failure on the part of any party
in exercising any rights hereunder, and no partial or single exercise thereof,
shall constitute a waiver of such rights or of any other rights hereunder.


 


9.4                                  Governing
Law: Venue:  The terms
and conditions of this Agreement shall be interpreted in accordance with and
construed pursuant to the laws of the State of California without application
of choice of law rules that might compel application of the law of any
other jurisdiction.  Any dispute
regarding this Agreement shall be brought in the state or federal courts in and
for the State of California and, for such purposes, each of the parties hereby
consents to the jurisdiction of such courts. 
In the event that notwithstanding
the foregoing a court shall determine that the United Nations Convention on
Contracts for the International Sale of Goods (the “UN CISG”) applies to this
Agreement and/or the transactions contemplated by this Agreement, any
provisions hereof that conflict with the UN CISG shall govern.


 


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9.5                                  Severability:  The unenforceability or invalidity of any
provision of this Agreement shall not affect the enforceability or validity of
the balance of this Agreement.


 


9.6                                  Confidentiality:
  Neither party hereto shall
disclose the financial terms of this Agreement, except as may be required by
law.


 


9.7                                  Compliance
with Laws:  The parties
shall abide by all  applicable federal,
state, local laws, rules, regulations, and governmental orders governing the
performance of this Agreement, including without limitation all environmental
laws, rules and regulations, and shall each be liable for any fines or
assessments levied there under arising out of their respective failure to
comply with said laws.  Buyer and each of
its contractors, subcontractors, agents, and representative working on the Site
shall secure or provide satisfactory evidence of its or their possession of, a
Northwest Territories, Canada WCB (Worker’s Compensation Board) identification
number, or other equivalent qualification. 
Furthermore, Buyer’s representatives while on the Site shall materially
comply with all safety, health, and environmental policies and rules and
directives communicated to Buyer’s representatives.


 


9.8                                  Further
Actions, Approvals, Licenses and Plans


 


a)
Modifications.  Notwithstanding that the
passage of title, risk and payment terms are explicit and fixed, this Agreement
may be subject to modification in its operational details in many respects, and
the parties agree, principal to principal and through representatives on-site,
to cooperate in such operational modification to the fullest to achieve the
fundamental goals of Agreement, which is the delivery of the Attachment “A” Colomac Mine Assets to the
Buyer’s Yard via the 2008 Ice Road, and the removal or not, at Buyer’s
discretion, of the Attachment “B” Colomac
Mine Assets by April 30, 2009. 
It is desired that all such operational modifications shall be in
writing, but it is not essential so long as the parties agree on what is being
modified.


 


b)
Third-Party Approvals.  Seller is bound
to seek approval of certain actions and transfers from the Minister of Indian
Affairs in respect of dismantling and removal of the Attachment “B” Colomac Mine Assets.  The Minister is contractually obligated to
not unreasonably withhold or delay such approval, and Seller will forthwith
seek such approvals as may immediately be needed and will, throughout the term
of this Agreement, assiduously seek to obtain any such further approvals as are
necessary.  Buyer agrees to cooperate with
Seller in this regard.


 


13

















 


c)
Seller’s Duties and Constraints.  The
Minister of Indian Affairs obliges Seller to comply with general conditions,
work plans and work plan covenants, insurance coverage commitments, and to
obtain licenses to gain access to the Site and to remove equipment.  Buyer agrees to cooperate with Seller in
compliance with these requirements, and Seller agrees, to the fullest, to
extend their benefits and scope to Buyer. 
It is required and agreed that Buyer’s on-site representative or in his
absence, Buyer, will cooperate with Seller to accommodate all the Minister’s
requirements.  Seller will make a full
copy of all such requirements available to Buyer.


 


[Remainder of page intentionally left blank]


 


 


14

















 


9.9                                  Counterparts: This document
will become effective when executed in counterparts however the parties will
countersign the counterparts and exchange fully signed originals by air mail as
soon as can be arranged.


 


Execution Page


 


IN
WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first above written.


 


DEL NORTE COMPANY LTD.


 


	
  By:

  	
  /s/ Dave Horton

  	
   

  	
  Witness :

  	
  /s/ Bonnie L. King

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Dave Horton

  	
  Name:

  	
  Bonnie L. King

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  A.M.
  KING INDUSTRIES, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Albert King

  	
   

  	
  Witness :

  	
  /s/ Mary Sears

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
  Albert King, President

  	
  Name:

  	
  Mary Sears

  
	
   

  	
   

  	
   

  	
   

  
	
  MINERA PAREDONES AMARILLOS SA DE CV

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Frederick H. Earnest

  	
   

  	
  Witness :

  	
  /s/ Connie Martinez

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
  Frederick H. Earnest

  	
  Name:

  	
  Connie Martinez

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gregory G. Marlier

  	
   

  	
  Witness :

  	
  /s/ Howard Harlan

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
  Gregory G. Marlier

  	
  Name:

  	
  Howard Harlan

  
	
   

  	
   

  	
   

  	
   

  
	
  VISTA
  GOLD CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Frederick H. Earnest

  	
   

  	
  Witness :

  	
  /s/ Connie Martinez

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  	
   

  
	
   

  	
  Frederick H. Earnest, President

  	
   

  	
  Name:

  	
  Connie Martinez

  



 


 


15

















 


Attachment “A” Colomac
Mine Assets


 


10,000 TPD GOLD PROCESSING PLANT—Summary Specification  — COLOMAC MINE: -
Location— Northwest Territories above Yellowknife, Canada


 


Summary Description


 


Scope of supply:


 


The mill consists of the following major components.


 


One (1) each
used 32’ x 12’ long Hardinge/Koppers SAG mill


 


Gears, bearings, pedestals


 


2 - 3400 HP Motors


 


2 - Falk gear reducers


 


High speed and low speed
coupling


 


Lubrication systems (gear &
main bearings)


 


Motor starters and controls
(including switchgear)


 


Mill discharge, grates and
bolts


 


Trommel discharge screen


 


Liner handler and controls


 


Mill saddles


 


Feed chute


 


Miscellaneous items (gear
guards, trommel cover, sole and base plates, etc. existing and required for the
installation of the mill.


 


Available spare parts,
including cast steel grates, new or used.


 


Not Included: grinding media


 


Two (2) each
used 14’6” dia. x 28’ long Allis Chalmers ball mills


 


Gears, bearings and
pedestals


 


3000 HP motors


 


Falk gear reducer


 


One only inching drive


 


High and low speed couplings


 


Lubrication systems (gear
and main bearings)


 


Motor starter and controls
(including switchgear)


 


Trommel discharge screen


 


Mill saddles


 


Miscellaneous items (gear
guard, sole and base plates, trommel cover, etc.) existing and required for the
installation of the mills.


 


Available liners


 


Available
spare parts


 


 


16

















 


One (1) each
used 54” x 74” Superior gyratory crusher


 


Serial Number C2271


 


1000 HP motor


 


All parts as installed (top
and bottom shells, spider assembly, hydroset assembly, mainshaft, etc.


 


Lube system


 


Electrical controls


 


Liners


 


Spare mantle


 


Existing spare parts


 


One (1) each
used Teledyne rock breaker with electrical and hydraulic controls, including
existing spare parts


 


One (1) each
7’ Symons / Nordberg shorthead cone crusher


 


Serial Number 792M


 


400 HP motor


 


Lube system


 


Electrical controls


 


Existing liners


 


Spare mantle


 


Existing
spare parts


 


Specific exclusions:


 


·                  Up stream and
downstream processing equipment


 


·                  Packing,
loading and transport to site


 


·                  Refurbishing


 


·                  Installation
and installation supervision.


 


·                  First fill
lubricants


 


·                  Electrical
switchgear, control systems and field cabling (other than specified above).


 


·                  Spares (other
than specified above).


 


17

















 


Attachment “B” Colomac
Mine Assets


 


10,000 TPD GOLD PROCESSING PLANT—Summary Specification  — COLOMAC MINE: -
Location— Northwest Territories above Yellowknife, Canada


 


Summary Description


 


Scope of supply:


 


The following list of items,
including all existing spare parts, represents those items which Buyer wishes
to acquire. These items will be evaluated by Buyer. They will be removed at
Buyer’s discretion and cost.


 


1. Used Ball mill cyclone
feed pumps - complete with motors, variable speed drives and spare parts


 


2. Used SAG mill discharge
pumps, complete with motors, variable speed drives and spare parts


 


3. Used Carbon kiln


 


4. Used Refinery furnace
system


 


5. Used Lime ball mill
system, complete with motor, pinion, lubrication, control panel and electrical
switchgear


 


6. Used Tailings thickener
mechanism


 


7. Used Delkor screen


 


8. Used 7’ x 20’ vibrating
screens


 


9. Used 5’ x 12’ vibrating
screens


 


10. Used Derrick screens


 


11. Used Knelson
concentrator


 


12. Major used air
compressors


 


13. Major used process pumps


 


14. Major used agitator
gearboxes and motors


 


15. Used Mill overhead crane
- this should be removed as early as possible contingent with other major equipment
removal requiring this crane.


 


16. Used Pebble mill
overhead crane


 


17. Used Lime mill overhead
crane


 


18. Used Intermediate ore
stockpile reclaim feeders


 


19. Used Pressure strip
vessel


 


20. Used Stripping heat
system


 


21. Used Electro-winning
cell(s), complete with control panel and rectifier(s)


 


22. Used Apron feeder system


 


23. Used Flotation cell
agitators, motors and air blowers


 


As there is no formal list
available, Buyer reserves the right to add other items to this list. Any
equipment selected will be limited to mineral processing equipment.


 


18

















 


Specific exclusions:


 


·                  Up stream and
downstream processing equipment


 


·                  Packing,
loading and transport to the site


 


·                  Refurbishing


 


·                  Installation
and installation supervision.


 


·                  First fill
lubricants


 


·                  Electrical
switchgear, control systems and field cabling (other than specified above).


 


·                  Spares (other
than specified above).


 


19