Exhibit 10.2


 


NORTHERN TERRITORY OF AUSTRALIA


 


AGREEMENT


 


	
  THIS AGREEMENT is made the

  	
   

  	
  day of

  	
   

  	
  2006.

  



 


BETWEEN:


 


the NORTHERN TERRITORY OF AUSTRALIA
care of the Department of Primary Industry Fisheries and Mines, of Centrepoint
Building, The Mall, Darwin in the Northern Territory of Australia (“the
Territory”)


 


AND:


 


VISTA GOLD AUSTRALIA PTY LTD (A.C.N. 117 327 509) the
registered office of which is situate at c/- Whittens Lawyers, Level 30,
Piccadilly Tower, 133 Castlereagh Street, Sydney in the State of New South
Wales (“Vista Gold”)


 


AND:


 


VISTA GOLD CORP, a company continued under the
laws of the Yukon Territory, Canada and having its principal executive offices
at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado USA 80127, the registered
office of which is situated at 200-204 Lambert Street, Whitehorse, Yukon
Territory, Canada YIA 3T2 (“the Guarantor”)


 


RECITALS:


 


A.           The
Mt Todd Gold Mine Site (Mt Todd) near Katherine in the Northern Territory of
Australia, was a major mining operation conducted over a period of
approximately seven (7) years by several different operators and was operated
pursuant to the terms of Mineral Leases issued pursuant to the Mining Act and
numbered MLN 1070, 1071 and 1127(“the Mineral Leases”).


 


B.            In
2000, mining activity at Mt Todd ceased. On 5 July 2000, voluntary
administrators were appointed to General Gold Operations Pty Ltd (“the
Operator”) pursuant to the Corporations Act.


 


C.            Pegasus
Gold Australia Pty Ltd (Subject to Deed of Company Arrangement) (“the
Mortgagee”) conducted a sale of assets at Mt Todd, and the Territory purchased
a number of items of capital equipment located on the site.  The Mt Todd site and the equipment have,
since that time, been operated and maintained by the Territory.


 


D.            Vista
Gold has entered into or intends to enter into an agreement with the Mortgagee
for the purchase by Vista Gold of 100% of the Mineral Leases.


 


E.            The
Territory acknowledges the special interest of the Jawoyn people in the land on
which Mt Todd is situated, and notes that Vista Gold has entered or intends to
enter into an agreement with the Jawoyn Association Aboriginal Corporation in
respect of the use of the land.


 


F.            The
Territory and Vista Gold now wish to record the terms of their agreement, under
which they will each occupy Mt Todd for the purpose of each of them carrying
out their respective activities with the intention that the site will be
rehabilitated consistent with currently accepted standards and that exploration
and mining activities will resume on the site.


 

















 


G.            The objectives of
the Territory in entering this agreement are as follows:


 


(a)           to
maximise the opportunities available for the Mineral Leases, in order to
benefit stakeholders and Territorians;


 


(b)           to
ensure that the site is managed so that there is minimal or no adverse impact
on the environment, by the orderly management of the fire and water management
and security at the Mt Todd site while Vista Gold undertakes studies and
reviews with a view to recommencing mining at Mt Todd;


 


(c)           the
long term successful rehabilitation of the Mt Todd site, either through
successful mining operations to be undertaken by Vista Gold or another mining
company, or by the Territory;


 


(d)           to
ensure that the Territory can continue to undertake such studies as are
necessary in order to determine the appropriate means of long term
rehabilitation of the site;


 


(e)           for
a third party to assume the role of operator of the Mineral Leases and allow
the Territory to continue in its regulatory role consistent with the Mining Management Act.


 


H.            The
objectives of Vista Gold in entering this agreement are as follows:


 


(a)           to
undertake studies and exploration with a view to determining whether Mt Todd
can be the subject of viable mining operations;


 


(b)           to
develop Mt Todd at such time when an appropriate combination of gold prices,
costs and technology will permit the safe and profitable development of the ore
body for all parties;


 


(c)           to
work with the Jawoyn Association Aboriginal Corporation and the Territory to
improve environmental protection at the mine site; and


 


(d)           to
work with the Jawoyn Association Aboriginal Corporation cooperatively and
transparently to develop the natural resources of the Mineral Leases, to
acquire potential future exploration licences and to ensure the appropriate use
and protection of the Jawoyn Association Aboriginal Corporation freehold land
covering these areas.


 


I.             The
Territory has agreed to continue to operate and manage the Mineral Leases for a
period of twelve (12) months to 31 December 2006, in order to enable an orderly
transfer of this function to Vista Gold. 
From 1 January 2007, Vista Gold shall assume full responsibility for
operation and management of the site including (without limitation) the
provision of adequate security on site, fire and water management and the
conduct of all repairs and maintenance of NT Assets.


 


J.             The
Guarantor has agreed to guarantee all of the obligations of Vista Gold under
this Agreement.


 


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K.            The
Territory acknowledges that Vista Gold has indicated that it will, in
conjunction with the Jawoyn Association Aboriginal Corporation, make a proposal
for exploration of areas surrounding Mt Todd and which are presently the
subject of a reserve from occupation pursuant to section 178 of the Mining Act.


 


THE PARTIES AGREE as follows:


 


1.         DEFINITIONS


 


1.1        In
this Agreement unless the contrary intention appears the following definitions
shall apply:


 


“Business Day” means any day other than a weekend or public holiday in
the Northern Territory;


 


 “Commencement Date” means 1
January 2006;


 


“Confidential Information” means any information or material relating
to this Agreement provided by or for one party to the other party, including
but not limited to:


 


(a)  any information that by its
nature is confidential;


 


(b)       any
information designated as confidential by the party by or for whom the
information is provided; and


 


(c)        any
information that the recipient of the information knows is confidential,


 


but excludes:


 


(i)         any
information which is part of the public domain at the time of disclosure or
which becomes publicly available other than through a breach of this Agreement;
or


 


(ii)        any
information which is already in the possession of a party at the date of
disclosure from sources independent of this Agreement and without an obligation
of confidence on the recipient of that information;


 


“First Renewal Period” means the period of five (5) years from the
expiry of the Term;


 


 “Initial Period” means the
period from the Commencement Date until 31 December 2006;


 


 “Law”
means the general law applying to the Northern Territory of Australia, together
with all statutes (Commonwealth State and Territory) in force from time to time
in the Northern Territory, including all subordinate legislation of every kind;


 


“Mining Management Plan” means a Mining Management Plan under Division
3 Part 4 of the Mining Management Act;


 


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 “Notice” means a written notice given by Vista
Gold to the Territory which gives the Territory thirty (30) days notice that
Vista Gold intends to take over and assume the management, operation and
rehabilitation of Mt Todd;


 


“NT Assets” means the fixtures, fittings and items of equipment listed
in Schedule A to the Agreement.


 


“Payment” means the payment to be made to the Territory by Vista Gold
pursuant to clause 10 of this Agreement;


 


“Prior Intellectual Property” means the intellectual property in all of
the documents, reports and other material in the possession of the Territory at
the date of this Agreement, and which the Territory has or will make available
to Vista Gold.


 


“Second Renewal Period” means the period of
three (3) years from the expiry of the First Renewal Period;


 


“Site Entry Conditions” means the conditions
set out in Schedule C to this Agreement.


 


“Site Manager” means the person (if any)
nominated by Vista Gold to the Territory in writing to be the Site Manager for
Mt Todd.


 


“Term” means the period of five (5) years commencing on the
Commencement Date;


 


2.         INTERPRETATION


 


2.1        In
the interpretation of this Agreement unless such interpretation shall be
excluded by or repugnant to the context:


 


(a)        words
importing the singular number include the plural number and vice versa;


 


(b)       words
importing any gender shall include all other genders;


 


(c)        “person”
includes a corporation;


 


(d)       all
references to statutes shall also refer to statutes amending or re-enacting or
replacing the statutes referred to and shall include a reference to all
Proclamations Orders in Council regulations rules by-laws ordinances and any
other instruments and directions (if any) made thereunder;


 


(e)        “Dollar,”
“$,” or “currency” refers to the Australian dollar;


 


(f)        all
covenants warranties undertakings and agreements herein shall if entered into
by more than one (1) person be deemed to be joint and several;


 


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(g)       recitals,
headings and sub-headings have been included for ease of reference only and
this Agreement is not to be construed or interpreted by reference to such
headings or sub-headings;


 


(h)       any
Schedules to this Agreement shall be read and construed as part of this
Agreement.


 


3.         CONDITION PRECEDENT


 


This Agreement shall have no force or effect
and shall not be binding on any party unless and until it is signed by all
parties, and the Mineral Leases are wholly owned by Vista Gold, by no later
than 30 March 2006.  For the purposes of
this clause the registration of transfer of leases need not be effected by
30 March 2006.


 


4.         TERM OF AGREEMENT


 


4.1        This
Agreement will commence on the Commencement Date and expire on 31 December 2010
unless sooner determined or terminated in accordance with this Agreement.


 


4.2        The
Territory hereby grants to Vista Gold a right of renewal of this Agreement for
the First Renewal Period subject to:


 


(a)        compliance
by Vista Gold with all material terms of this Agreement; and


 


(b)       if
Vista Gold can show that it is technically feasible for the viable commercial
development and mining of the Mt Todd gold ore bodies within a reasonable
period of time.


 


4.3        The
Territory may, upon application by Vista Gold made not less than six (6) months
before the expiry of the First Renewal Period, and at its sole discretion in
all things, grant to Vista Gold the Second Renewal Period.


 


5.         ACKNOWLEDGEMENT OF INTEREST OF THE JAWOYN PEOPLE


 


The parties acknowledge and agree that the
Jawoyn People have a special interest in the land on which the Mt Todd site is
situated, and acknowledge that Vista Gold has entered into or intends to enter
into an agreement with the Jawoyn Association Aboriginal Corporation in respect
of use of the land.


 


6.         PARTICIPATION BY VISTA GOLD AS AN OBSERVER FOR THE MT TODD REFERENCE
GROUP


 


The Territory will procure that Vista Gold
will be entitled to attend meetings of the Mt Todd Reference Group as an
observer.


 


7.         OBLIGATIONS OF
THE PARTIES


 


7.1        Obligations of the Territory during the Initial Period


 


(a)        In
consideration of the Payment being made in accordance with clause 10 hereof,
the Territory will operate and manage Mt Todd for


 


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the Initial Period in an environmentally
sound manner and in accordance with all Laws and policies of the Territory.


 


(b)       The
obligation to operate and manage includes (but is not necessarily limited to):


 


(i)         provision
of adequate security on site;


 


(ii)        fire
and water management;


 


(iii)       the
conduct of all repairs and maintenance of the NT Assets to appropriate
standards such that the mechanical equipment is kept in sound operating
condition.


 


7.2        Obligations of Vista Gold during the Term


 


Vista Gold must, at its own cost:


 


(a)  within the Initial Period:


 


(i)         undertake
a comprehensive technical and environmental review of Mt Todd, and deliver to
the Territory a report detailing as a minimum:


 


(A)      current site environmental conditions;


 


(B)       identifying and prioritising a program to continue the stabilization of
the environmental conditions and to minimise offsite contamination;


 


(C)       examining the condition of important physical assets on the site and
reviewing the steps necessary to preserve them;


 


(ii)        undertake a review of the water management plan and make recommendations
for future implementation;


 


(iii)       provide a report to the Territory detailing all available mineral
resources, mine planning and metallurgical information gathered from and in
respect of previous operators.  This
report must contain a preliminary feasibility study of the re-start of
operations examining important technical, economic and environmental
considerations.


 


(b)       not later than six (6) months prior to the end of the Term:


 


(i)         prepare and provide to the Territory a technical and economic feasibility
study for the potential development of Mt Todd. 
The study must be conducted by independent consultants to international
technical security commission standards for such studies and will:


 


(A)      examine all technical economic and environmental issues;


 


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(B)       estimate site rehabilitation costs with and without any proposed new
operations to be conducted on the site;


 


(C)       consider any new exploration information generated by Vista Gold during
the Term;


 


(D)       consider current proven technologies and potential technologies which may
be developed in the reasonably foreseeable future, that is, within the Term and
the First Renewal Period;


 


(ii)        prepare and provide to the Territory a comprehensive report including the
results of all exploration activities at Mt Todd during the Term;


 


(c)       on each anniversary of the Commencement Date throughout the Initial
Period, Term, First Renewal Period and the Second Renewal Period,


 


(i)         prepare and provide to the Territory a report detailing the results of
all exploration and other activities at Mt Todd during the previous year; and


 


(ii)        a comprehensive plan for all activities planned at Mt Todd during the
forthcoming year (including an exploration plan in accordance with clause 12).


 


7.3        Obligations of Vista Gold Concerning Insurance


 


As and from the Commencement Date, Vista Gold must take out and
maintain during the Term and, if applicable, the First Renewal Period and the
Second Renewal Period in the joint names of Vista Gold and the Territory,
insurance policies with a reputable insurance company conducting business in
the Northern Territory, covering the following risks:


 


(a)        liability
under the Work Health Act for Vista Gold’s full
liability thereunder;


 


(b)       liabilities
of the public for an amount of not less than Twenty Million Dollars
($20,000,000.00) in respect of accidents arising out of, or in the ordinary
course of, or caused by the execution of the Works or the occupation of the
Site by Vista Gold.


 


Vista Gold must ensure that all its
sub-contractors and consultants take out and maintain in force valid and
enforceable insurance policies of the types referred to in this clause where
the same are not covered in their totality by the policies taken out by Vista
Gold.


 


Vista Gold must produce to the Territory
promptly upon request copies of all policies and, as a separate obligation, will
provide to the Territory certificates of currency in respect of each policy as
and when they are renewed.


 


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7.4       Obligation for Vista Gold to operate after Initial Period


 


(a)       At
the expiry of the Initial Period, Vista Gold will, in addition to any other
statutory or other obligations, operate and manage Mt Todd in an
environmentally sound manner and in accordance with all laws and policies of
the Territory and otherwise to the standard and using the skill and resources
that would be applied by a prudent mine operator;


 


(b)       The
obligation to operate and manage includes (but is not necessarily limited to):


 


(i)         provision
of adequate security on site;


 


(ii)        fire
and water management;


 


(iii)       the
conduct of all repairs and maintenance of the NT Assets to appropriate
standards such that the mechanical equipment is kept in sound operating
condition, having regard to their condition at the date of the expiration of
the Initial Period.


 


(c)        the
obligations in this clause 7.4 do not include rehabilitation of Mt Todd, which
obligations are dealt with in clause 11.


 


8.         OWNERSHIP
AND MAINTENANCE OF MOVABLE ASSETS


 


It is acknowledged and agreed by the parties
that the NT Assets are and remain at all times the property of the Territory,
notwithstanding that the same may be fixed to the land.


 


The Territory hereby grants to Vista Gold an
exclusive licence to use the NT Assets other than the shed currently occupied
by the Territory during the period from the end of the Initial Period for the
Term and, if applicable the First Renewal Period and the Second Renewal Period,
in consideration of the payment by Vista Gold to the Territory of One Dollar
($1.00) (if demanded).


 


After the expiration of the Initial Period,
subject to the provisions of clause 13, Vista Gold must undertake all repairs
and maintenance of the NT Assets, having regard to their condition as at the
expiration of the Initial Period, other than the shed, and if applicable, the
First Renewal Period and the Second Renewal Period.


 


Vista Gold acknowledges that the Territory
will continue to use and maintain the shed which is currently occupied by the
Territory for the purposes of carrying out activities in accordance with clause
11.  In the event that the Territory does
not need to utilise the whole of the shed for this purpose, the Territory may
by agreement with Vista Gold, make any surplus space available to Vista Gold.


 


Vista Gold acknowledges that the items of
plant and equipment at Mt Todd listed in Schedule B to this Agreement are not
the property of the Territory and which the Territory has no power to deal
with.  The Territory reserves the right
to permit the owner of any such items to enter Mt Todd at any reasonable
time


 


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within the Initial Period subject to prior
written notice to Vista Gold to remove them.


 


9.         FUTURE USE
OF MATERIAL ON SITE


 


The parties acknowledge that there is present
at Mt Todd certain materials, such as water, scats and a mineral stock pile,
which may be needed by the Territory in order to undertake rehabilitation
works.  The parties agree to work
cooperatively with one another to agree upon the manner in which this material
can be used by the Territory for this purpose, without unreasonably negatively
impacting upon Vista Gold’s proposed use of the Mt Todd site.


 


If either the Territory or Vista Gold have
any proposal to use material at the Mt Todd site, the party wishing to use the
material will provide one (1) month’s prior written notice to the other party
in order to provide that party with an opportunity to comment or to be
consulted on the proposal to use the material.


 


10.       PAYMENT
DURING THE INITIAL PERIOD


 


10.1      Subject to the provisions of 10.2 hereof, Vista
Gold shall pay to the Territory the total of the Territory’s actual costs and
expenses of and incidental to the management and operation of Mt Todd for
the Initial Period.


 


10.2      It
is acknowledged by the parties that the estimate of the Territory’s costs in
the Initial Period at the Commencement Date is approximately $375,000.00 per
annum (calculated exclusive of GST).  Notwithstanding the obligation of
Vista Gold contained in clause10.1, the parties agree that the maximum of the
Payment for the Initial Period will be Three Hundred and Seventy Five Thousand
Dollars ($375,000.00) plus any applicable GST.


 


10.3      Unless
otherwise agreed by the parties, the Territory must submit to Vista Gold, on a
quarterly basis, an itemised statement of estimated costs that will be incurred
in the following quarter and submit it together with a tax invoice prepared in
accordance with clause 21 for payment by Vista Gold.


 


10.4      Vista
Gold shall, within fourteen (14) days of receipt of the itemised statement of
estimated costs, pay the amount of the estimate to the Territory.


 


10.5      At
the conclusion of the Initial Period, the Territory must provide to Vista Gold
an itemised reconciliation of the actual costs and expenses of and incidental
to the management and operation of Mt Todd for the Initial Period with the sum
paid by Vista Gold to the Territory.  Any
surplus shall be paid by the Territory to Vista Gold, and any shortfall up to
the maximum of Three Hundred and Seventy Five Thousand Dollars ($375,000.00)
plus GST, shall be payable by Vista Gold to the Territory.


 


11.           REHABILITATION


 


11.1         The
Territory acknowledges its commitment to the community to rehabilitate Mt
Todd.  The Territory intends (but is not
bound to) carry out


 


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a range of environmental and other studies as
recommended to the Territory or otherwise determined by the Territory to be of
some assistance in determining the appropriate rehabilitation tasks for the Mt
Todd site, together with such works as the Territory deems reasonably necessary
and desirable for the Territory in respect of the long term rehabilitation of
the Mt Todd site (“the Works”).


 


11.2         The
Territory shall, on each anniversary of the Commencement Date, provide a
reasonably detailed report to Vista Gold of the Works carried out by the
Territory in the previous twelve (12) months together with a reasonably
detailed plan of the Works proposed for the following twelve (12) months.


 


11.3         Vista
Gold hereby grants to the Territory its employees, contractors and agents a
non-exclusive licence to enter exit and remain on the Mt Todd site for the
purpose of the Territory carrying out the Works.  The Territory will provide Vista Gold with
written notice at least twenty (20) days prior to any Works commencing which
will employ at the site more than ten (10) employees or Works which may
interfere with ongoing activities by Vista Gold.


 


11.4         At
any time after the expiry of the Initial Period the Territory acknowledges and
agrees to comply and agrees to cause its officers, servants, agents and
contractors to comply with the Site Entry Conditions.


 


11.5         Notwithstanding
any provision to the contrary in any of the Mineral Leases, the Mining Act, the Mining Management Act,
or any other legislation, the Territory acknowledges and agrees that Vista Gold
has no obligations in respect of the rehabilitation of the Mt Todd site,
insofar as the rehabilitation obligations relate to any pre-existing
environmental condition as at the Commencement Date.  Vista Gold agrees and acknowledges that it
has full responsibility for any environmental conditions that occur subsequent
to the Commencement Date, other than any environmental conditions caused by the
Territory, and except as otherwise expressly provided in clause 11.6.


 


11.6         The
parties acknowledge that, in spite of the best endeavours by Vista Gold, the
pre-existing environmental conditions at Mt Todd as at the Commencement Date
could be exacerbated by factors outside of the control of the parties, or
unknown to the parties at the Commencement Date, such as extraordinary weather
conditions.  Consistent with the position
that Vista Gold has no obligations in respect of the rehabilitation of the Mt
Todd site, insofar as the rehabilitation obligations relate to any pre-existing
environmental conditions as at the Commencement Date, the Territory agrees
that, if there is a claim made against Vista Gold or the Guarantor as a result
of the exacerbation of pre-existing environmental condition as at the
Commencement Date, the Territory will bear the cost of such claim, provided
that Vista Gold has used its best endeavours to prevent the exacerbation, and
Vista Gold has complied with its obligations under clause 7.4.


 


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11.7         In
the event that, notwithstanding clause 11.5, the Territory enforces any of the
provisions of the Mining Act, Mineral Leases or Mining Management Act to require Vista Gold to conduct any
rehabilitation activities in respect of pre-existing environmental conditions
as at the Commencement Date, except as otherwise specifically provided for by
this Agreement, the Territory shall reimburse Vista Gold the cost of
compliance.  Provided that Vista Gold
shall not be forced to pay more than Two Hundred and Fifty Thousand Dollars
($250,000.00) without reimbursement from the Territory within seven (7) days of
a claim being made to the Territory by Vista Gold.


 


12.        EXPLORATION
ACTIVITY


 


Vista Gold shall, within six (6) months of
the Commencement Date, provide to the Territory a reasonably detailed
exploration plan which is designed to evaluate the gold potential of the site.


 


The plan shall describe a year by year phased
exploration program with each successive phase modified by the results of the
preceding phases.  The first year’s
program will primarily consist of compiling and evaluating all available
historical exploration records.  Based on
this evaluation, follow up activities such as Geochemistry and Geophysics or
prospecting-level drilling will be undertaken, followed by drilling at
appropriate locations and densities to adequately evaluate the potential.


 


Vista Gold shall undertake exploration
activities in accordance with the exploration plan.


 


If, in the reasonable opinion of the
Territory, the exploration plan provided by Vista Gold is not sufficient to evaluate
the gold potential of the site within the Term, the Territory shall provide
Vista Gold with a written notice detailing the reasons why the Territory is of
the view that the exploration plan is not sufficient, and Vista Gold shall
revise and resubmit its exploration plan to the Territory for the Territory’s
review.  If Vista Gold and the Territory
are unable to agree on a plan, the plan will be submitted to dispute resolution
as provided for in clause 17.4(b) of this Agreement.


 


Vista Gold acknowledges that any exploration
activity proposed to be carried out by it at Mt Todd must be the subject of a
Mine Management Plan first approved by the Minister pursuant to the Mining Management Act, and appropriate security being
provided in respect of same.


 


13.        MINING ACTIVITY


 


13.1      Vista
Gold may, (but is not obliged to), at any time during the Term, the First
Renewal Period or Second Renewal Period give Notice to the Territory that it
wishes to commence mining activity at Mt Todd.


 


13.2      Upon
expiry of the Notice period, the Territory will:


 


(b)       transfer
the NT Assets to Vista Gold upon such terms and conditions as the Territory and
Vista Gold may agree, or, failing agreement, as determined by an Independent
Valuer;


 


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(c)        promptly
commence to transfer to Vista Gold the rehabilitation, management and
operational activities being carried out by the Territory with a view to
effecting a seamless transition to Vista Gold of all rights duties and
obligations of the Territory in respect of Mt Todd.


 


13.3      Upon
expiry of the Notice Period, Vista Gold must take over and assume full
responsibility for all management, operational and rehabilitation works at Mt
Todd, including without limitation any activity previously being undertaken by
the Territory, and all risk in respect of Mt Todd will thereupon pass to Vista
Gold, and the relief from the obligation to undertake rehabilitation and the
other provisions of clause 11 shall cease to apply.


 


13.4      All
rehabilitation works carried out by Vista Gold pursuant to this clause will be
at the sole cost of Vista Gold.


 


13.5      Vista
Gold acknowledges that any mining activity proposed to be carried out by it at
Mt Todd must be the subject of a Mine Management Plan first approved by the Minister
pursuant to the provisions of the Mining Management Act, and appropriate security being provided in respect of
same.  Vista Gold further acknowledges
that Vista Gold will be solely responsible for obtaining any or all approvals
required for the conduct of mining or exploration activity, including any
environmental approvals required pursuant to the Environmental
Assessment Act or any other relevant environmental laws.


 


14.       INTELLECTUAL
PROPERTY


 


The Territory is and remains at all times the
owner of the Prior Intellectual Property.


 


Each of the Territory and Vista Gold will be
the owner of the intellectual property in any studies, or works that they each
carry out during the Term, or where applicable, the First Renewal Period or the
Second Renewal Period.


 


Each of the Territory and Vista Gold grant to
the other a perpetual non-exclusive licence to use the intellectual property in
any studies or works that they each carry out during the Term, or where
applicable, the first Renewal Period or Second Renewal Period.  Vista Gold acknowledges that, in the event
that this Agreement expires or is otherwise earlier terminated, the Territory
may make any or all intellectual property publicly available or available to
persons with an interest in the Mt Todd site.


 


15.       LOCAL
INDUSTRY PARTICIPATION


 


15.1         Vista Gold acknowledges the importance placed by
the Territory upon local industry participation for economic and social
development reasons and the parties acknowledge the need for a co-operative
approach taken to engaging local industry.


 


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15.2         Vista Gold agrees to:


 


(a)           prepare a local industry participation plan for
any proposed mining activities at Mt Todd (the “Industry Participation
Plan”).  The Industry Participation Plan
shall contain the following elements:


 


(i)            project description;


 


(ii)           an outline of how services and labour will be
utilised (including opportunities for local participation through all tiers
supply chain, estimated local employment during construction and operation, and
proposed work force operations in the Northern Territory;


 


(iii)          an outline of proposed enhancements to business
and industry capability (including skills development, research and
development, opportunities for networks and alliances, encouragement of
international quality standards, use of proven emerging technologies and
materials, and integration of local industry and to global supply chains);


 


(iv)          an outline of regional economic development
benefits;


 


(v)           proposals for indigenous participation;


 


(vi)          a communications strategy; and


 


(vii)         a reporting methodology (including a proposed
framework for reporting against key elements of the Industry Participation
Plan, and a schedule of reports and submissions;


 


(b)           consult with the relevant Department during the
preparation of the Industry Participation Plan; and


 


(c)           submit the Industry Participation Plan to the
Territory for endorsement by the relevant Minister.


 


15.3         Vista Gold agrees not to commence, authorise or
in any way allow to commence, any mining at the Mt Todd site prior to
endorsement of the Industry Participation Plan in accordance with this
Agreement,
provided that endorsement shall not be unreasonably withheld.


 


15.4         When carrying out any work at the Mt Todd site Vista
Gold agrees to, if it is reasonable and economically practical to do so and
that provided that local industry participants are suitably technically
qualified, use its best endeavours to:


 


(a)           use labour available within the Northern
Territory;


 


(b)           provide employment, training and contracting
opportunities to indigenous people, particularly the Jawoyn People.


 


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(c)           use the services of suitably qualified
engineers, surveyors, architects and other professional consultants, experts,
project managers, manufacturers, suppliers and contractors resident and/or
available in the Northern Territory;


 


(d)           when preparing specifications, calling for
tenders and letting contracts for works, ensure that suitably qualified
suppliers and contractors within the Northern Territory are given a reasonable
opportunity to tender or quote; and


 


(e)           ensure that their contractors, when preparing
specifications, calling for tenders and letting contracts for works, give
suitably qualified suppliers and contractors within the Northern Territory a
reasonable opportunity to tender or quote.


 


15.5         Vista Gold agrees to engage with the Northern
Territory Industry Capability Network (“NTICN”) to:


 


(a)           if appropriate, enter into arrangements for the
secondment of NTICN personnel to the Mt Todd Project on a part-time or other
basis to assist with the identification of local industry suppliers as part of
the procurement processes for the project; and


 


(b)           facilitate the implementation of the Industry
Participation Plan.


 


15.6         The Territory agrees to use its reasonable
endeavours to work with Vista Gold in respect of local industry participation
and such work may include, if appropriate and without limitation:


 


(a)           participation in or the coordination of industry
briefings;


 


(b)           implementation of a project awareness campaign
targeted at local industry; and


 


(c)           working with local industry to improve business
capabilities.


 


15.7         Vista Gold must, in every contract entered into
with a third party in connection with Mt Todd, for the supply of services,
labour, works or materials for the purposes of the project, require a condition
in such contract that the third party will:


 


(a)           undertake the same local industry participation
obligations as Vista Gold set out in this Deed; and


 


(b)           report to Vista Gold concerning the
implementation of its local industry participation obligations.


 


15.8         Vista Gold agrees to consult with NTICN on a
regular basis to discuss:


 


(a)           forward planning of contracts;


 


(b)           contracts to be awarded; and


 


(c)           contracts previously awarded.


 


14

















 


15.9         Vista Gold agrees to prepare and submit yearly
reports to the Territory, with the first report to be submitted twelve (12)
months from the date on which this Agreement is executed, which must include:


 


(a)           evidence of Vista Gold’s implementation of the
requirements set out in this Agreement; and


 


(b)           a copy of any report received by Vista Gold from
a third party.


 


16.        INDEMNITIES


 


(a)        Subject
to sub-clause (b), the Territory shall indemnify and keep indemnified Vista
Gold and the Guarantor from and against any and all liabilities, claims,
demands, proceedings, penalties, damages, losses, costs, charges and expenses
whatsoever suffered by Vista Gold or the Guarantor as a result of the
Territory’s negligence or breach of the terms of this Agreement during the
Initial Period, and thereafter in relation to any breach of clause 11.


 


(b)        Any
liability of the Territory arising under this clause shall be reduced
proportionately to the extent that Vista Gold has caused or contributed to the
negligence or breach.


 


(c)        Vista
Gold shall indemnify and keep indemnified the Territory from and against any
and all liabilities, claims, demands, proceedings, penalties, damages, losses,
costs, charges and expenses whatsoever suffered by the Territory as a result of
Vista Gold’s negligence or breach of the terms of this Agreement during the
Term and, if applicable, the First Renewal Period and the Second Renewal Period.


 


(d)        Any
liability of Vista Gold arising under this clause shall be reduced
proportionately to the extent that the Territory has caused or contributed to
the negligence or breach.


 


17.        DISPUTE RESOLUTION


 


17.1      Before
court or arbitration proceedings (other than for urgent interlocutory relief)
may be commenced or this Agreement may be terminated pursuant to clause
18.1(b), the following steps must be taken to attempt to resolve any dispute
that arises out of or in connection with this Agreement (including any dispute
as to the validity, breach or termination of the Agreement) or as to any claim
in tort, in equity or pursuant to any statute.


 


17.2      Notice
(the “Notice of Dispute”) must be given in writing by the party claiming that a
dispute has arisen to the other party or parties to this Agreement, specifying
the nature of the dispute.


 


17.3      Upon
receipt of the Notice of Dispute, the parties must attempt to agree upon an
appropriate procedure for resolving the dispute.


 


17.4      If,
within ten (10) Business Days of receipt of the Notice of Dispute the dispute
is not resolved or an appropriate alternative dispute resolution process is not
agreed, then the parties (or either of them) must:


 


15

















 


(a)        if
the dispute is not of a technical nature, refer the dispute to a mediator
agreed between them or failing agreement appointed by the President for the
time being of the Law Society of the Northern Territory for facilitation of
mediation in accordance with mediation rules to be nominated or set down by the
mediator.  The parties must co-operate
with the mediator as facilitator.   The
costs of the mediation will be borne equally between the parties; or


 


(b)       If
the dispute is of a technical nature, refer the dispute to an independent
expert agreed between them or failing agreement appointed by the Branch
Chairman of the Australasian Institute of Mining and Metallurgy — Darwin Branch
or such other person of a similar standing as agreed by the parties.  The expert must have reasonable
qualifications including commercial and practical experience in the area of the
dispute.  The expert is authorised to
inform himself or herself independently as to the facts to which the dispute
relates, receive submissions, statements and documents and act upon same,
consult with other qualified persons and take such measures as he or she thinks
to expedite the resolution of the dispute. 
The person appointed as an expert under this clause is deemed not to be
an Arbitrator but an expert in the law relating to arbitration, including the Commercial Arbitration Act will not apply to him or her in
his or her determination.  The final
determination of the expert will be final and binding upon the parties.  The costs of the expert and any advisers to
the expert will be born by the parties equally.


 


17.5      This
clause will survive the performance of the Agreement and its termination.


 


18.       DEFAULT TERMINATION AND EXPIRY


 


18.1      This
Agreement may be terminated, with written notice to the other party:


 


(a)        immediately
by the Territory if Vista Gold or the Guarantor has an application or order
made, or a resolution passed for its deregistration or winding up, goes into
voluntary administration or enters a deed of company arrangement, liquidation,
stops payments of its debts or is unable to pay its debts within the meaning of
the Corporations Law, is placed under official management or has a Receiver,
Manager or Inspector appointed over any of its assets;


 


(b)       by
either the Territory or Vista Gold if the Territory or Vista Gold (as the case
may be) has committed a breach of any of its obligations under this Agreement
and the Territory or Vista Gold (as the case may be) has served on the other
party a notice stating that it is a notice under this clause and giving the party
such reasonable period of time (which shall be no less than three (3) months
and no more than six (6) months) that is necessary to remedy or rectify the
breach and, at the expiry of that period of notice, the breach has not been
rectified to the satisfaction of the relevant party.


 


16

















 


(c)        by
Vista Gold upon the giving of twelve (12) months notice (or such longer or
shorter time as the parties may agree) of its intention to terminate the
agreement.


 


18.2      Termination
or Expiry of this Agreement:


 


(a)        does
not affect any rights or obligations which may have accrued prior to
termination or cessation and which remain unsatisfied; and


 


(b)       shall
not affect any provision of this Agreement which is expressed to come into
effect on, or to continue in effect after, that termination or cessation.


 


18.3      Upon
termination or expiry of this Agreement Vista Gold may, by notice in writing
given to the Territory within three (3) months of the termination or expiry of
this Agreement, elect to retain the Mineral Leases (MLN 1070, 1071 and 1127),
in which case Vista Gold shall assume all of the obligations of the holder of
the Mineral Leases including, without limitation, the obligation to fully
rehabilitate the Mt Todd site consistent with currently accepted standards, or
in the event that Vista Gold does not so elect, Vista Gold shall, at the option
of the Territory:


 


(a)        transfer
the Mineral Leases (MLN 1070, 1071 and 1127) to a nominee nominated by the
Territory; or


 


(b)       surrender
the mineral leases by lodging a written notice in accordance with section 70 of
the Mining Act, or in such other method as
may be directed by the Territory.


 


18.4      This
clause will survive the expiry or earlier termination of this Agreement.


 


19.        ASSIGNMENT
OR TRANSFER OF MINERAL LEASES


 


Vista Gold agrees that it shall not assign or
transfer its rights or obligations under this Agreement or any of them without
the prior written consent of the Minister. 
For the purposes of this clause Vista Gold assigns its rights and
obligations under the Agreement if there is a change in control or ownership of
Vista Gold.


 


The Territory shall not unreasonably withhold
consent to an assignment or transfer provided that:


 


(a)        the
Territory is reasonably satisfied as to the financial and business capacity of
the proposed transferee;


 


(b)        Vista
Gold remedies any default under this Agreement of which prior written notice
has been given to Vista prior to transfer; and


 


(c)        the
transferee enters into a further agreement with the Territory concerning the
matters contained in this Agreement on terms and conditions reasonably
acceptable to the Territory.


 


17

















 


20.        NOTICES


 


20.1      All
notices, approvals, consents, demands or other communications required or
permitted to be given under this Agreement must be in writing and served:


 


(a)        personally;


 


(b)       by
pre-paid certified post; or


 


(c)        by
facsimile transmission,


 


at the address of the party set out below or at such other address as a
party may have substituted for it by written notice to the other.


 


20.2      A
notice, approval consent, demand or other communication is deemed to be given
by the sender and received by the addressee, if:


 


(a)        given
by delivery in person, when delivered to the addressee;


 


(b)       sent
by mail, on the second Business Day from and including the date of posting; or


 


(c)        sent
by facsimile, on receipt of a complete and correct transmission report by the
sender and if received by the addressee before 4.00pm (addressee’s time) on a
Business Day on that day otherwise it is deemed to be received at 9.00am on the
next following Business Day in the place of receipt.


 


20.3      For
the purposes of this Clause the address for service of each party is as
follows:


 


(a)  the Territory


 


Department of Primary Industry Fisheries and
Mines


GPO Box 3000


DARWIN  
NT   0801


 


	
  Attention:

  	
   

  	
  Chief Executive

  
	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  (08) 8999 5598

  
	
  Facsimile:

  	
   

  	
  (08) 8999 5191

  



 


 


(b)       Vista Gold


 


c/- Whittens Lawyers


Level 30, Piccadilly Tower


133 Castlereagh Street


SYDNEY  
NSW   2000


 


	
  Attention:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Telephone: 

  	
   

  	
  (02) 9264 2216

  
	
  Facsimile: 

  	
   

  	
  (02) 9283 1970

  



 


18

















 


(c)        Vista Gold Corp


 


7961 Shaffer Parkway


Suite 5


Littleton, CO 80127


 


	
  Attention:  

  	
   

  	
  Mike Richings

  
	
  Telephone:

  	
   

  	
  720-981-1185

  
	
  Facsimile:

  	
   

  	
  720-981-1186

  



 


20.4         Any
change to the details specified in this clause must be advised to the other
party by certified or registered mail within seven (7) days of the change.


 


21.        GOODS AND SERVICES TAX


 


21.1      For
the purposes of this Clause unless the context otherwise requires:-


 


(a)        “GST” means any tax imposed on Supply by or through the A New Tax System (Goods and Services Tax) Act 1999 (“the Act”) and any related Tax Imposition Act.  Where any other term is used in this clause
which is defined in the Act it shall have the meaning which it bears in the
Act, or (if the term is not defined in the Act) the meaning which it bears in
any related Tax Imposition Act;


 


(b)       “GST Rate” means the percentage amount of GST payable
determined under section 9-70 of the Act as amended from time to time; and


 


(c)        “Input Tax Credit”, “Recipient”, “Supplier”
and “Supply” and have
the meaning they bear in the Act.


 


21.2      The
parties acknowledge that the consideration under this Agreement is exclusive of
GST.


 


21.3      The
Supplier and the Recipient agree that in the case of a Supply which is a
taxable Supply the consideration payable to the Supplier will be increased by
an amount equal to the GST payable on the Supply where GST is calculated using
the GST Rate applicable at the time of the Supply.


 


21.4      The
Supplier shall provide the Recipient with a tax invoice and/or adjustment notes
in relation to the Supply prior to an amount being paid by the Recipient under
this Agreement and shall do all things reasonably necessary to assist the
Recipient to enable it to claim and obtain any Input Tax Credit available to it
in respect of a Supply.


 


22.           CONFIDENTIAL
INFORMATION


 


22.1      Each
party must hold all Confidential Information of the other party in confidence
and must not make any use of it, except for the purposes of


 


19

















 


performing its obligations or exercising its
rights under this Agreement and must not disclose or permit or cause the
Confidential Information of the other party to be disclosed to any person,
except:


 


(a)        as
authorised by the other party under this Agreement;


 


(b)       to
its employees, to the extent needed to perform their obligations under this
Agreement;


 


(c)        disclosure
as required by Law or by applicable Canadian or United States Federal,
Provincial or State law or Regulatory Authorities, or by the Toronto Stock
Exchange or the American Stock Exchange; and


 


(d)       disclosure
by the Territory to Ministers, Cabinet and the Legislative Assembly of the
Northern Territory.


 


22.2      The
parties acknowledge and agree that this Agreement is not Confidential
Information, and that it is intended that this Agreement be made public.


 


23.        INSPECTION OF RECORDS AND AUDIT RIGHTS


 


23.1      The
Territory shall make records and data brought into being in respect of Mt Todd
(with the exception of any records or data the subject of legal professional
privilege or which would be exempt from disclosure pursuant to the provisions
of the Information Act (NT) available for inspection
by Vista Gold to enable Vista Gold to carry out its initial studies and to more
fully understand the history and nature of the land management and
environmental issues pertaining to the site.


 


23.2      Upon
receipt of a request in writing from Vista Gold, the Territory must allow an
appropriately qualified person (“Auditor”) to conduct an audit on behalf of
Vista Gold to be performed at reasonable times during normal business
hours.  Such Auditor may be an independent
auditor engaged by Vista Gold, and the costs of any such audit shall be borne
by Vista Gold.


 


23.3      The
Territory must:


 


(a)        provide the Auditor with
access to its premises and to the records and data created and kept pursuant to
Clause 23.1 during the Term to enable the conduct of the audit; and


 


(b)       permit the Auditor to make
copies of any such records or data.


 


24.        FORCE MAJEURE


 


24.1         If
a party is unable to wholly or in part carry out its obligations due to acts of
God, strikes, lockouts or other industrial disturbances, war, unavoidable
accident or flood then the other party shall give the affected party notice
thereof and, insofar as is known, the probable extent to which it will be
unable to perform or will be delayed in performing such


 


20

















 


obligation, whereupon such obligation shall
be suspended so far as it is affected by such cause.


 


24.2         Once
such cause has ended, the obligated party must resume carrying out all acts
which it would have been liable to carry out had the cause not intervened.


 


24.3         The
obligated party shall take all reasonable steps to ameliorate and eliminate the
intervening event and resume performance as promptly as practicable.


 


24.4         Costs
incurred by a party by reason of a force majeure event under clause 24.1 shall
be borne by the obligated party.


 


24.5         Notwithstanding
anything herein to the contrary, if an intervening event persists for longer
than thirty (30) days then either party may terminate this Agreement by notice
to the other in writing.


 


25.        COMPLIANCE WITH LAWS


 


The parties shall comply with the Law as in
force in the Territory from time to time.


 


26.        COSTS AND STAMP DUTY


 


The parties shall each pay their own costs of
and incidental to the negotiations for and the preparation and execution this
Agreement but any stamp duty payable on this Agreement shall be borne by Vista
Gold.


 


27.        ENTIRE AGREEMENT


 


This Agreement terminates and supersedes all
previous written and oral agreements and understandings between the parties
with regard to the matters dealt with in this Agreement.


 


28.        COUNTERPARTS


 


This Agreement may be signed in any number of
counterparts and all such counterparts when taken together shall constitute one
instrument.


 


29.        AMENDMENTS


 


No alteration, addition or amendment shall be
made to this Agreement other than in writing signed by each of the parties.


 


30.        WAIVER


 


30.1      A
party to this Agreement cannot allege or purport to rely upon a waiver of any
breach of or non-compliance with any warranty, term or condition of this
Agreement unless that wavier is in writing and signed by the party against whom
that waiver is claimed.  A waiver of any
breach of or non-compliance will not be deemed to be a waiver of any other or
subsequent breach or non-compliance.


 


21

















 


30.2      A
failure or delay in exercise, or partial exercise, of a right , power or
privilege arising from a breach of or non-compliance with any warranty, term or
condition of this Agreement does not result in a waiver of that right, power or
privilege.


 


31.        ASSIGNMENT


 


A party shall not assign or otherwise deal
with this Agreement or any right under this Agreement without the prior written
consent of the other party which consent may not be unreasonably withheld.


 


32.        SEVERABILITY


 


If a court determines that a word, phrase,
sentence, paragraph or provision in this arrangement is unenforceable, illegal
or void then it shall be severed and the other provisions of this arrangement
shall remain operative.


 


33.        JURISDICTION AND PROPER LAW


 


This Agreement shall be governed by and
construed in accordance with the law for the time being in force in the
Northern Territory and the parties hereto submit to the exclusive jurisdiction
of the Supreme Court of the Northern Territory at Darwin in respect of all matters
arising hereunder or related hereto.


 


34.        FURTHER ACTS


 


Each party will promptly do and perform all
acts and execute and deliver all documents (in a form and context reasonably
satisfactory to that party) required by Law or by applicable Canadian or United
States Federal, Provincial or State law or Regulatory Authorities, or by the
Toronto Stock Exchange or the American Stock Exchange or reasonably requested
by the other party to give effect to this Agreement.


 


35.        GUARANTEE AND INDEMNITY


 


35.1         The Guarantor:


 


(a)           gives this guarantee and indemnity in
consideration of the Territory agreeing to enter into this Agreement; and


 


(b)           acknowledges incurring obligations and giving
rights under this guarantee and indemnity for valuable consideration received
from the Territory.


 


35.2         The Guarantor unconditionally and irrevocably
guarantees the due and punctual performance of the Guaranteed Obligations.


 


35.3         If Vista Gold does not duly and punctually
perform the Guaranteed Obligations in accordance with the terms of this
Agreement then the Guarantor agrees to perform the Guaranteed Obligations on
demand from the Territory (whether or not demand has been made on Vista
Gold).  A demand may be made at any time
and from time to time.


 


22

















 


35.4         As a separate undertaking, the Guarantor
indemnifies the Territory against all liability or loss arising from, and any
costs, charges or expenses incurred in connection with, the Guaranteed
Obligations not being duly and punctually performed because of any circumstance
whatsoever.


 


35.5         This guarantee and indemnity is a continuing
security and extends to all money payable under this guarantee and indemnity
and to all of the Guaranteed Obligations. 
The Guarantor waives any right it has of first requiring the Territory
to proceed against or enforce any other right, power, remedy or security or
claim payment from Vista Gold or any other person before claiming from the
Guarantor under this guarantee and indemnity.


 


35.6         The liabilities under this guarantee and
indemnity of the Guarantor as guarantor, principal debtor, principal obligor or
indemnifier and the rights of the Territory under this guarantee and indemnity
are not affected by anything which might otherwise affect it at law or in equity
including, without limitation, one or more of the following:


 


(a)           the Territory or another person granting time or
other indulgence to, compounding or compromising with or releasing Vista Gold;
or


 


(b)           acquiescence, delay, acts, omissions or mistakes
on the part of The Territory; or


 


(c)           any variation or novation of a right of the
Territory, or alteration of this Agreement or a document, in respect of Vista
Gold.


 


35.7         As long as the Guaranteed Obligations or any of
them remain unperformed, the Guarantor may not, without the consent of the
Territory:


 


(a)           make a claim or enforce a right (including,
without limitation, a mortgage, charge or other encumbrance) against Vista Gold
or its property; or


 


(b)           prove in competition with the Territory if a
liquidator, provisional liquidator, official manager or trustee in bankruptcy
is appointed in respect of Vista Gold or Vista Gold is otherwise unable to pay
its debts when they fall due.


 


35.8         The Guarantor represents and warrants that its
obligations under this guarantee and indemnity are valid and binding and that
it does not enter into this guarantee and indemnity in the capacity of a
trustee of any trust or settlement.


 


35.9         For the purposes of this guarantee and indemnity
“Guaranteed Obligations” means all express or implied obligations of Vista Gold
to the Territory in connection with this Agreement, or any transaction or
variation agreed to, or contemplated by it, or collateral thereto.


 


23

















 


EXECUTED by the parties as an Agreement.


 


 


	
  SIGNED by the HON
  KONSTANTINE

  VATSKALIS MLA, Minister for Mines and

  Energy for and on behalf of the

  NORTHERN TERRITORY OF

  	
  )

  )

  )

  )

  	
   

  	
  

  

  



  
	
  AUSTRALIA in the presence of:

  	
  )

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature of Witness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name of Witness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE COMMON SEAL of VISTA GOLD
  AUSTRALIA PTY LTD

  (A.C.N. 117 327 509) was hereto
  affixed in accordance with its Constitution in the

  presence of:

  	
  

  )

  )

  )

  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Director / Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE COMMON SEAL of VISTA GOLD
  CORPORATION was hereto affixed in the

  presence of:

  	
  )

  )

  )

  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Director / Secretary

  	
   

  	
   

  	
   

  



 


24

















 


SCHEDULE A


 


NT ASSETS


 


	
  Description

  	
   

  	
  Infrastructure

  
	
   

  	
   

  	
   

  
	
  RP1 to RP7 pumping system

  	
   

  	
  •      Approximately
  3.2km of poly pipeline (350mm diameter)

   

  •      VSU
  YF61 20044 Toya Denki variable speed unit

   

  •      Electric
  motor (stainless steel) 150kw 4 Pole Toshiba 3 Phase

   

  •      Various
  lengths of spare pipeline laying along the length of the existing pipeline.

  
	
   

  	
   

  	
   

  
	
  RP7/Raw Water (RW) pumping circuit, including:

  	
   

  	
  •      1.6km
  of 560mm diameter pipeline running around the base of the tails dam from the
  raw water dam to the decant pond, including all valves, flanges and 7 lengths
  of spare pipeline laying near the existing pipeline

   

  •      RW
  pumps being 2 x Ingersoll Rand Decant Water Pumps, type 10x8x13 powered by
  Teco 75 kw motor with fittings, gates, valves, suction hose, pontoon and flow
  meters

   

  •      Decant
  Pond pumps being 2 x Thompson Kelly & Lewis Hydro-Titan Raw Water Pumps,
  including motors, fittings, gate, valves and flow controls

   

  •      1x
  Header Tank

   

  •      Pipeline
  from booster pump to the plant consisting of approximately 3.4km of poly pipe
  of 450mm diameter

   

  •      Pipeline
  from decant pond to the plant similarly consists of approximately 3.4km of
  poly pipe of 450mm diameter

  
	
   

  	
   

  	
   

  
	
  Heap leach pumping system to RP7 including pipe work of various
  diameters connecting cells 1,2,3 and 4 inclusive (including all pumps,
  valves, goose necks, manifolds and filters)

  	
   

  	
  •              Distribution
  lines of various diameters across the Heap Leach pad and all equipment within
  the boundaries of the Heap Leach

   

  •              Cell
  1 Pump – 1 x Flygt 37kw submersible pump

  



 


25

















 


	
   

  	
   

  	
  •      Cell
  4 Pump – 1 x 55kw submersible pump

   

  •      Pipeline
  from Heap Leach to Barren Pond (RP5) and from Barren Pond (RP5) to Heap Leach
  consisting of two separate lines being a mixture of poly and steel pipe of
  approximately 1km each

   

  •      The
  Barren Pond including liner, surrounding fence etc

   

  •      Poly
  pipeline from Barren Pond (RP5) to RP7 which includes all valves, fittings
  etc of approximately 1.5km in length and approximately 450mm in diameter

   

  •      Poly
  pipeline from Heap Leach to RP7 which includes all valves, fittings etc of
  approximately 0.5km in length and approximately 350mm and various diameters

   

  •      Poly
  pipeline from Heap Leach to RP7 which includes two separate lines of 165mm
  and 200mm diameter and approximately 0.25km in length each

  
	
   

  	
   

  	
   

  
	
  RP2 pumping system including pumps pipes and valves:

  	
   

  	
  •      1
  x 55kw stainless steel submersible pump

   

  •      poly
  pipeline of approximately 0.8km in length from RP2 to RP5 (Batman Pit) of
  various diameters

   

  •      poly
  pipeline of approximately 1km in length from RP2 to RP7 (Tails Dam) of
  various diameters.

  
	
   

  	
   

  	
   

  
	
  Irrigation/Watering System located on the Western side of PR7, being
  the evaporation system which includes:

  



  	
   

  	
  •      approximately
  0.2km of 200mm diameter poly pipeline

   

  •      various
  diameter and lengths of poly pipeline distributing water via sprinkler heads
  and associated spare poly pipeline valves, flanges etc located near existing
  system

  
	
   

  	
   

  	
   

  
	
  Spares

  	
   

  	
  removed from existing stores and relocated to seatainer and locked in
  old cyanide compound.

  
	
   

  	
   

  	
   

  
	
  Tools required to help in the 

  	
   

  	
  •      HF630
  Fusionmaster poly pipe 

  



 


26

















 


	
  maintenance of the different systems

  	
   

  	
  welding machine

   

  •      FW225
  Fielder poly pipe welding machine

   

  •      Denyo
  diesel welder/generator (TLW38055WK)

  
	
   

  	
   

  	
   

  
	
  Substation 111

  



  	
   

  	
  •      Low
  voltage switchgear equipment no 1300-MCC-103 and shelter

   

  •      Wilson
  1500 kVA 11 KV-415 transformer equipment no TX117

  
	
   

  	
   

  	
   

  
	
  Substation 109 (Decant Pond)

  



  	
   

  	
  •      Low
  voltage switchgear equipment no 2100-MCC-115 and shelter-skid mounted (not
  including telemetry equipment already sold)

   

  •      Wilson
  500 kVA 11 KV-415 transformer equipment no 2100-TX-115

  
	
   

  	
   

  	
   

  
	
  Substation 06 (Heap Leach)

  	
   

  	
  •      Low
  voltage switchgear equipment no 04-MCC-08, skid mounted

   

  •      Wilson
  750 kVA 11 KV-415 transformer equipment no 04-TX-07

  
	
   

  	
   

  	
   

  
	
  Substation 03

  



  	
   

  	
  •      Low
  voltage switchgear equipment no 05-MCC-04 and building, not including VS
  drive owned by DME and telemetry equipment already sold

   

  •      Wilson
  750 kVA 11 KV-415 transformer equipment no 05_TX04

  
	
   

  	
   

  	
   

  
	
  Genset

  



  	
   

  	
  •      Diesel
  Generator set, skid mounted (asset 5-16)

   

  •      Alternator:
  Magnamax Model No 573RSL4032BP530W, Serial No YA 387 205101 650 KVA, 240/415
  volt

   

  •      Prime
  Mover: Detroit Diesel V8 engine model no 80837416 Spec L12253 Unit No
  08VE154379, Serial No 9830922ser# in enclosed cabinet, skid base with 

  



 


27

















 


	
   

  	
   

  	
  inbuilt fuel tank, model
  572RSL4024BP/533W,(OSGE01)

  
	
   

  	
   

  	
   

  
	
  Substation 00



  	
   

  	
  •      Hi
  voltage switchgear equipment no 10-SB-01 and building with tripping power
  supply.

  
	
   

  	
   

  	
   

  
	
  Used raw water tank

  	
   

  	
  •      Plant
  No 1720-TK-151 with all remaining appurtenances mounted on it as of deed
  date.

  
	
   

  	
   

  	
   

  
	
  Pipes and Associated Infrastructure

  	
   

  	
  •      All
  pipe and pipe fittings on Site

  
	
   

  	
   

  	
   

  
	
  Electrical Infrastructure

  	
   

  	
  •      Power
  line to stacker

   

  •      Power
  line (11kv) adjacent decant pond.

   

  •      415
  V Turkey Nest Transformer

   

  •      Substations
  – Bores 1,6 &10

   

  •      Lightening
  Tower

  
	
   

  	
   

  	
   

  
	
  Buildings

  	
   

  	
  •      Front
  Gate Demountable

   

  •      Telephone
  Exchange Building & equipment owned by APL

  
	
   

  	
   

  	
   

  
	
  Tanks

  	
   

  	
  •      Cyanide
  Tanks (3)

   

  •      Lime
  Silo

   

  •      Cement
  Silo

   

  •      Thickener
  Overflow Slurry Tank

  
	
   

  	
   

  	
   

  
	
  General

  	
   

  	
  •      Fencing
  Around Tailings Dam

   

  •      Septic
  Systems (2) and Septic Head

   

  •      Wooden
  Sleepers Adjacent to Stacker Area

   

  •      Site
  Access Gate

   

  •      Turkeys
  Nest Liner

   

  •      RP5
  Liner and RP6 Liners and associated infrastructure

   

  •      Pipework
  and equipment associated with heapleach and decant not mentioned in
  contractual purchases

  



 


28

















 


SCHEDULE B


 


Third Party owned assets


 


	
  3rd Party

  	
   

  	
  Description of
  Plant and Equipment

  
	
   

  	
   

  	
   

  
	
  Tanami Gold NL

  	
   

  	
  •      Carbon
  in Leach Tanks (9)

   

  •      Flotation
  Building Inclusive of tanks

  
	
   

  	
   

  	
   

  
	
  Crusher Services International

  	
   

  	
  •      Lay
  down Area adjacent Heap Leach

  
	
   

  	
   

  	
   

  
	
  Carol Davis

  	
   

  	
  •      Garden
  Shed on Road to Stacker

  
	
   

  	
   

  	
   

  
	
  Colin Freeman

  	
   

  	
  •      Stores
  Holding yard contents owned by Colin Freeman – now apparently removed

   

  •      Shed
  (formerly substation) 101

   

  •      Shed
  (formerly substation) 102

   

  •      Shed
  (formerly substation) 105

   

  •      Shed
  (formerly substation) 107

  



 


29

















 


SCHEDULE C


 


SITE ENTRY CONDITIONS


 


The Territory acknowledges and agrees that:


 


1.             At any time during which The Territory, its
officers, servants, agents or contractors are on the grounds comprising the
Mine:


 


(a)           with the exception of mining officers acting
pursuant to the Mining Management Act, they will
follow the directions and instructions given by security personnel, Vista Gold
and the officers, servants, agents and contractors of Vista Gold;


 


(b)           no alcohol, firearms, or pets are permitted on
the Mine site;


 


(c)           persons under the age of 16 years will not be
permitted on the Mine site.


 


2.             When undertaking any major dismantling (being
work which involves the disassembly of equipment, structures and buildings or
the use of elevated platforms, work baskets or the handling of hazardous substances):


 


(a)           only the Territory, its officers, servants,
agents or contractors who have completed an OH & S and environmental
pre-qualification to the satisfaction of the Vista Gold shall be permitted on
the Mine site;


 


(b)           minimum clothing requirements are steel toed
boots, long trousers, sleeved shirt, safety helmet, glasses and such other
personal protective equipment as directed by Vista Gold or its officers,
servants, agents or contractors;


 


(c)           the sequence of any dismantling will be
determined and controlled by Vista Gold so as to ensure the orderly dismantling
and removal of any equipment, structures and buildings situated on the Mine
site.


 


3.             In the context of any mobile plant sought to be
brought onto the Mine site by or on behalf of the Territory:


 


(a)           all mobile plant will be inspected by the Vista
Gold’s servants, agents or contractors and will only be permitted on site in
the absolute discretion of Vista Gold;


 


(b)           cranes and forklifts must be certified in
accordance with the requirements of the NT Work Health Authority;


 


(c)           all lifting equipment, including chains, slings
and shackles shall carry current certification from a National Association of
Testing Authority registered tester;


 


30

















 


(d)           the operators of equipment must hold a
certification (from the NT Work Health Authority or other appropriate
interstate statutory authority) relevant to the equipment which is being
operated and demonstrate a level of competency to the satisfaction of Vista Gold.


 


4.             At all times, The Territory, its officers,
servants, agents and contractors shall comply with all applicable statutory and
regulatory requirements relevant to their attendance on the Mine site,
including those contained in the Mining Act and
the Mining Management Act and the
regulations or other instruments created under, or to give force to, those
Acts.


 


31

















 


	
   

  	
  BETWEEN:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NORTHERN TERRITORY OF AUSTRALIA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (“the Territory”)

  
	
   

  	
   

  	
   

  
	
   

  	
  AND:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VISTA GOLD AUSTRALIA PTY LTD

  
	
   

  	
  (A.C.N. 117 327 509)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (“Vista Gold”)

  
	
   

  	
   

  	
   

  
	
   

  	
  AND:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VISTA GOLD CORP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (“the Guarantor”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AGREEMENT

  
	
   

  	
   

  	
   

  
	
   

  	
  Solicitor for the Northern Territory

  
	
   

  	
  45 Mitchell Street

  
	
   

  	
  DARWIN NT 0800

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  (08) 8999 7623

  
	
   

  	
  Facsimile:

  	
  (08) 8999 6316

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Ref: 20051515 AJS:ME / KMC

  
	
   

  	
   

  	
   

  
	
   

  	
  C200515806 – Vista Corp – –1 February

  2006 – clean copy