Exhibit 10.3


 


THE NORTHERN TERRITORY OF AUSTRALIA


 


(Territory)


 


YIMUYN MANJERR (INVESTMENTS) PTY LTD


 


(CONTROLLER APPOINTED)


 


(Yimuyn Manjerr)


 


YILGARN GOLD LIMITED (CONTROLLER APPOINTED) 


 


(FORMERLY KNOWN AS GENERAL GOLD RESOURCES NL)


 


(GGR)


 


VALLANCE HOLDINGS PTY LTD (CONTROLLER APPOINTED)


 


(Vallance)


 


PEGASUS GOLD AUSTRALIA PTY LTD


 


(SUBJECT TO DEED OF COMPANY ARRANGEMENT)


 


(Pegasus)


 


JAWOYN ASSOCIATION ABORIGINAL CORPORATION


 


(Association)


 


BARNJARN ABORIGINAL CORPORATION


 


(Corporation)


 


VISTA GOLD AUSTRALIA PTY LTD


 


(Vista)


 


VISTA GOLD CORP


 


(Guarantor)


 


DEED OF VARIATION, ADOPTION AND RELEASE:


JAWOYN AGREEMENTS


 


Whittens Lawyers and Consultants


Suite 2, Piccadilly Tower


133 Castlereagh Street


Sydney NSW 2000


Tel: +61 2 9264 2216


Fax: +61 2 9283 1970


rwhitten@whittens.com.au


Ref: RLW: JH: 50022


 

















 


Table of
Contents


 


	
  1.

  	
  Definitions
  and Interpretation

  	
  3

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Condition
  Precedent to Operation

  	
  5

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Covenant by
  Vista

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Continuing
  Parties’ Consent

  	
  5

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Transferors
  Released

  	
  6

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Consideration;
  Investment Status and Intent

  	
  6

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Guarantee
  for Vista’s Obligations

  	
  6

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Variation of Jawoyn Agreement (No. 1)

  	
  7

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Variation of Jawoyn Agreement (No. 2)

  	
  12

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Governing
  Law

  	
  12

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Costs and
  Stamp Duty

  	
  12

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Counterparts

  	
  13

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Further Acts

  	
  13

  
	
   

  	
   

  	
   

  
	
  Schedule 1 –
  Representations, Warranties, Registration Requirements

  	
  18

  
	
   

  	
   

  
	
  Schedule 2 –
  Deed of Termination – Barnjarn Joint Venture Agreement

  	
  22

  



 


i

















 


	
  Deed of Variation, Adoption and Release:

  

  Jawoyn Agreements

  

  THIS DEED is made on thef

  	
  day of

  	
  2006.

  



 


	
  Parties:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Northern
  Territory of Australia of c/- The Chief Ministers Department,
  Northern Territory House, Mitchell Street, Darwin in the Northern Territory
  of Australia (“Territory”);

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Yimuyn Manjerr (Investments) Pty Ltd
  (Controller Appointed) (formerly Multiplex
  Resources Pty Ltd) ACN 009 362 958 of c/- Ferrier
  Hodgson, Level 7, 145 Eagle Street, Brisbane in the State of Queensland (“Yimuyn Manjerr”);

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Yilgarn Gold Limited (Controller Appointed)
  (formerly General Gold Resources NL) ACN 002 527
  906 of c/- Ferrier Hodgson, Level 7, 145 Eagle
  Street, Brisbane in the State of Queensland (“GGR”);

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Vallance Holdings Pty Ltd (Controller
  Appointed) ACN 078 165 107 of c/- Ferrier
  Hodgson, Level 7, 145 Eagle Street, Brisbane in the State of Queensland (“Vallance”);

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Pegasus Gold Australia Pty Ltd (Subject to Deed of Company Arrangement)
  ACN 009 628 924 of c/- Ferrier Hodgson, Level 7, 145 Eagle
  Street, Brisbane in the State of Queensland, in its own capacity and in its
  capacity as mortgagee exercising power of sale (“Pegasus”);

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Vista
  Gold Australia Pty Ltd ACN 117 327 509 of c/- Whittens Lawyers, Level
  30, Piccadilly Tower, 133 Castlereagh Street, Sydney in the State of New
  South Wales (“Vista”);

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Vista
  Gold Corp of Suite 5, 7961 Shaffer Parkway, Littleton CO
  80127, United States of America (“Guarantor”);

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Jawoyn
  Association Aboriginal Corporation of Shop 1, Pandanus Plaza,
  First Street, Katherine in the Northern Territory of Australia (“Association”);

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Barnjarn
  Aboriginal Corporation of c/- Jawoyn Association Aboriginal
  Corporation, Shop 1, Pandanus Plaza, First Street, Katherine in the Northern
  Territory of Australia (“Corporation”).

  
	
   

  	
   

  	
   

  
	
  Recitals:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  The
  Territory, Zapopan NL (now Pegasus) and the Association entered into a Deed
  on 28 January 1993, which was subsequently varied by deed of variation dated
  5 March 1993 (“Jawoyn Agreement (No. 1)”).

  



 


1

















 


	
  B

  	
   

  	
  The
  Corporation entered into a deed with the Territory, Pegasus and the
  Association on 22 July 1993 by which the Corporation agreed to be bound by
  the terms of the Jawoyn Agreement (No. 1) as varied (“Confirmation Deed”).

  
	
   

  	
   

  	
   

  
	
  C

  	
   

  	
  Pegasus,
  the Association and the Corporation entered into a deed on 11 November 1996
  in respect of exploration and mining tenements (“Jawoyn Agreement (No. 2)”).

  
	
   

  	
   

  	
   

  
	
  D

  	
   

  	
  On 18
  March 1999, Pegasus transferred to Yimuyn Manjerr and GGR a certain
  percentage of Pegasus’ rights and obligations under the Jawoyn Agreement (No.
  1), the Confirmation Deed and the Jawoyn Agreement (No. 2). The transfer of
  the benefit and the burden of the Jawoyn Agreement (No. 1), the
  Confirmation Deed and the Jawoyn Agreement (No. 2) were recorded in the
  Deed of Adoption and Release dated 18 March 1999 between the Territory,
  Yimuyn Manjerr, GGR, Pegasus, the Association and the Corporation.

  
	
   

  	
   

  	
   

  
	
  E

  	
   

  	
  On 11 April 2000, Pegasus transferred to Yimuyn
  Manjerr and Vallance, in equal several shares, its remaining rights and
  obligations under the Jawoyn Agreement (No. 1), the
  Confirmation Deed and the Jawoyn Agreement (No. 2). This subsequent transfer
  by Pegasus was authorised by clause 3(e) of the Deed of Adoption and Release
  dated 18 March 1999.

  
	
   

  	
   

  	
   

  
	
  F

  	
   

  	
  Pegasus is the attorney of the Transferors and holds
  the Charges over the interests of the Transferors in the Jawoyn
  Agreement (No. 1), the Confirmation Deed and the Jawoyn Agreement (No. 2). In
  the events which have occurred, Pegasus is entitled to exercise its powers
  pursuant to the Charges.

  
	
   

  	
   

  	
   

  
	
  G

  	
   

  	
  The Transferors have agreed to transfer the benefit
  and the burden of the Jawoyn Agreement (No. 1), the Confirmation Deed and the
  Jawoyn Agreement (No. 2) to Vista and Vista has agreed to accept the transfer
  of the benefit and the burden under the Jawoyn Agreement (No. 1), the
  Confirmation Deed and the Jawoyn Agreement (No. 2) from the Transferors
  subject to the varied terms of this Deed.

  
	
   

  	
   

  	
   

  
	
  H

  	
   

  	
  The
  Continuing Parties have agreed to consent to the transfer of the benefit and
  the burden of, and to release Pegasus and the Transferors from any
  obligations or claims under, the Jawoyn Agreement (No. 1), the Confirmation
  Deed and the Jawoyn Agreement (No. 2) in accordance with the terms of this
  deed.

  
	
   

  	
   

  	
   

  
	
  I

  	
   

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

  



 


It is
agreed as follows:


 


2

















 


 


1.            Definitions and Interpretation


 


1.1          Definitions in the Agreements to apply


 


Subject to clause 1.2, words and expressions which are
defined in the Agreements shall have the same meaning in this deed.


 


1.2          Definitions


 


The following definitions apply unless the context
requires otherwise:


 


“Agreements” mean the Jawoyn Agreement (No. 1),
the Confirmation Deed and the Jawoyn Agreement (No. 2), collectively.


 


“CAD” means Canadian
dollars.


 


“Charges” means the
charges registered with the Australian Securities and Investments Commission as
charges no.688175, 688176, 688177, 688178, 745272 and 745273 and registered
with the Department of Primary Industry, Fisheries and Mines of the Northern
Territory as dealings numbered 6780, 6781, 6782, 6783, 90829 and 90831.


 


“Commencement Date” means 1 January
2006.


 


“Continuing Parties”
means:


 


(a)           in respect of the Jawoyn Agreement (No. 1) and the Confirmation Deed,
the Territory, the Association and the Corporation; and


 


(b)           in respect of the Jawoyn Agreement (No. 2), the Association and the      Corporation.


 


“Deed of Termination –
Barnjarn Joint Venture Agreement” means the agreement so entitled
between Yimuyn Manjerr, GGR, Vallance, Pegasus, the Corporation and Barnjarn
Mining Company Pty Ltd in the form or substantially in the form of that
contained in Schedule 2 to this Deed.


 


“Effective Date” means the time and date of
completion of the Mining Tenements Transfer Agreement.


 


“Exchange Rate” means the
exchange rate of Australian dollars to Canadian dollars, namely 1:0.8745.


 


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


 


 “Freehold Land” means Northern Territory Portion 3469 held by
the Corporation in place of the Association.


 


“Guarantor shares” means the number of common shares
in the capital of the Guarantor calculated by reference to the market price (as
such term is defined in the Toronto Stock Exchange Company Manual) as of the
Effective Date which equals CAD $1.0 million.


 


3

















 


“Mining Leases”
means:


 


(a)            MLN 1070;


 


(b)           MLN 1071; and


 


(c)            MLN 1127.


 


“Mining Tenements Transfer
Agreement” means the agreement dated 2 February 2006 by Pegasus (as mortgagee
exercising power of sale pursuant to the Charges) to sell certain assets,
including the Mining Leases, to Vista.


 


“Registration Date” means the date upon which Vista
becomes registered as the owner, holder or proprietor of any of the Mining
Leases.


 


“Regulatory Approvals” means the
approval of the Toronto Stock Exchange (“TSX”) and the American Stock Exchange
(“AMEX”) for Vista to issue shares to the Association.


 


“Related Bodies Corporate”
has the
meaning given by s50 of the Corporations Act.


 


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


 


“Transferors” means each of Yimuyn Manjerr, GGR,
Vallance and, where appropriate, Pegasus severally (and not jointly or jointly
and severally).


 


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


 


“Variations” means the variations of the
Agreements provided in clauses 8 and 9.


 


 


 


1.3          Interpretation


 


Headings are for convenience only and do not affect
interpretation.  The following rules of
interpretation apply unless the context requires otherwise:


 


(a)           The singular
includes the plural and conversely.


 


(b)           A gender
includes all genders.


 


(c)           Where a word or phrase
is defined, its other grammatical forms have a corresponding meaning.


 


(d)           A reference to a person includes a body corporate, an
unincorporated body or other entity and conversely.


 


(e)           A reference to a clause is to a clause of this deed.


 


(f)            A reference to any party to this deed or any other
agreement or document includes the party’s successors and permitted assigns.


 


(g)           A reference to any agreement or document
is to that agreement or document as amended, novated, supplemented, varied or
replaced from time to time, except to the extent prohibited by this deed or
that other agreement or document.


 


4

















 


(h)           A reference to any legislation or to any provision of
any legislation includes any modification to or re-enactment of it, any
legislative provision substituted for it, and all regulations and statutory
instruments issued under it.


 


(i)            A reference to conduct
includes, without limitation, any omission, representation, statement or
undertaking, whether or not in writing.


 


(j)            All dollar amounts referred to are
AUD unless otherwise stated.


 


2.            Condition Precedent to Operation


 


This Deed shall not have effect, and the provisions of this Deed shall
not be enforceable until the later of:


 


(a)           the execution of the Deed of
Termination — Barnjarn Joint Venture Agreement by all of the parties thereto;
and


 


(b)           the Registration Date.


 


3.            Covenant by Vista


 


Vista shall, as from the Effective Date observe,
perform and be bound by all of the terms, covenants and obligations of the
Transferors, arising on or after the Effective Date, in respect of the Jawoyn
Agreement (No. 1), the Confirmation Deed and the Jawoyn Agreement (No. 2) to
the intent and effect that as from the Effective Date Vista will be taken to be
a party to each of the Agreements in the place of the Transferors, subject to
the Variations as provided for in this Agreement.


 


4.            Continuing Parties’ Consent


 


The Continuing Parties irrevocably and
unconditionally:


 


(a)           consent to Vista becoming a party to
the Jawoyn Agreement (No. 1), the Confirmation Deed and the Jawoyn Agreement
(No. 2) as from the Effective Date and assuming the obligations in accordance
with clause 3;


 


(b)           acknowledge and agree that Vista
shall be entitled to exercise all of the rights, privileges and benefits of the
Transferors in respect of the Jawoyn Agreement (No. 1), the Confirmation Deed
and the Jawoyn Agreement (No. 2); and


 


(c)           agree to be bound by the terms of
the Jawoyn Agreement (No. 1), the Confirmation Deed and the Jawoyn Agreement
(No. 2), subject to the Variations as if Vista was a party to the Agreements in
the place of the Transferors.


 


5

















 


5.            Transferors Released


 


With effect on and
from the Effective Date, the Continuing Parties hereby irrevocably and
unconditionally release and forever discharge the Transferors and Pegasus from
all claims, demands and liabilities which arise on or after the Effective Date
relating to any or all of the Transferors’ or Pegasus’ covenants and
obligations under the Jawoyn Agreement (No. 1), the Confirmation Deed and
the Jawoyn Agreement (No. 2).


 


6.            Consideration; Investment Status and Intent


 


6.1          Agreement
to Issue Shares


 


As consideration for entering into this Agreement and for rent for the
use of the surface overlying the Mineral Leases during the period from the
Effective Date until a decision is reached to begin production, the Guarantor
agrees, subject to the receipt of all required regulatory approvals, to issue
to the Association such number of common shares in the capital of the Guarantor
with an aggregate value based on the “market price” on the Toronto Stock
Exchange (as such term is defined in section 601 of The Toronto Stock Exchange
Company Manual) as of the Effective Date equal to CAD $1.0 million (such
shares, the “Guarantor Shares”).  The Guarantor shall issue the Guarantor
Shares to the Association within 10 business days of the receipt of the last of
the regulatory approvals that are required in connection with the issuance of
the Guarantor Shares.  The Guarantor
recognizes that time is of the essence and agrees to use best endeavours to
obtain such required regulatory approvals as soon as practicable following the
Effective Date.


 


6.2          Terms
of Issue of Shares


 


Vista, the Guarantor and the Association warrants and represents that
each of the representations, warranties, covenants and registration
requirements set out in Schedule 1 are true and correct as at the Effective
Date and at all times, and form part of the Agreement to issue shares as per
clause 6.1


 


7.            Guarantee
for Vista’s Obligations


 


7.1          Guarantee


 


In consideration of the Association entering into this Agreement, the
Guarantor agrees to guarantee to the Association:


 


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


 


6

















 


(b)   The
accuracy and fulfilment of all warranties and representations made by or on
behalf of Vista either in the Agreement or to induce the Association to enter
into or to complete this Agreement.


 


(c)   The
payment of any money by Vista to the Association in accordance with this
Agreement.


 


7.2          Continuing
Guarantee


 


This is a continuing guarantee and binds the Guarantor notwithstanding
the subsequent insolvency or liquidation of Vista and/or the Guarantor.


 


7.3          Guarantor’s
Obligations


 


In the event of any breach by Vista covered
by this guarantee, the Association may proceed to recover the amount claimed as
a debt or as damages from the Guarantor without having instituted legal
proceedings against Vista.


 


8.            Variation of Jawoyn Agreement (No. 1)


 


The Continuing Parties agree to make the following amendments to the
First Schedule of the Jawoyn Agreement (No. 1):


 


8.1          Insert a new clause, B1:


 


“B1. VISTA AGREEMENT


 


(a)           Vista will own 100% of the
Mining Leases. The Association acknowledges that Vista will have no liability
to the Association for existing environmental conditions until and unless Vista
decides to begin production.


 


(b)           Vista and the Association
agree to work cooperatively and transparently to develop the Mining Leases
together with any exploration licences to be granted on the Association
Freehold Land.  All developments will be
in accordance with best environmental management practices including the
rehabilitation of the land. The rehabilitation will be undertaken in
consultation with the Association in accordance with standards required by the
Territory or applicable laws.


 


(c)           Vista will during the first
year of this Agreement:


 


(i)         undertake
a comprehensive technical and environmental review of Mt Todd, and deliver to
the Territory and the Association 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;


 


7

















 


(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 and the Association 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.


 


(d)           Within 5 years of this
Agreement (not less than six months before the expiry of the term of the
Agreement between Vista and the NT Government), Vista will prepare and provide
to the Association 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;


 


(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.


 


(e)           If the feasibility study
referred to in (d) above or a similar study prepared by Vista during the First
or Second Renewal periods are positive, that is, there is sufficient technical
and economic certainty that a mining development to produce gold at Mt Todd
will generate adequate economic return, giving full consideration to all risks
involved and to provide for site rehabilitation including the establishment of
a fully funded rehabilitation bond, the Association will be offered the
opportunity to establish a Joint Venture Company (“JV”) with Vista holding 90% and the Association
10%. The JV will apply for necessary permits and seek appropriate financing,
the equity funding of which will be in the proportions, Vista 90% and the
Association 10%.


 


(f)            Vista wishes to undertake
gold exploration for additional resources on the Mineral Leases and will
provide each year the Association with a copy of 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


 


8

















 


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.


 


(g)           In the event that Vista
wishes to develop the Mineral resources covered by the Mining Leases, Vista
will provide the Association and the Territory with a copy of a work program
and budget .Vista will establish a Technical Oversight Committee (“TOC”) with representatives
of the Association and the Territory. During this period Vista will prepare
quarterly technical reports and arrange for regular TOC meetings.


 


(h)           At the time production
commences, the JV will pay to the Association, for rent of the surface, an
amount equal to 1% of the annual production each year. The payment may be taken
in cash equal to the value received by the JV for 1% of the gross gold
production and 1% of the Net Smelter Return on other metals. Or alternatively,
the value of the payment for gold production may be taken in kind by the
Association, in an amount equal to 1% of the gold production. In the event this
amount is less than $50,000, a minimum payment of $50,000 to the Association
will apply.


 


(i)            In respect of any mineral
leases that Vista acquires on any Barnjarn Freehold Land (Barnjarn Aboriginal
Corporation and the Association) other than the existing Mining Leases, Vista
will offer the Association the right to establish an Exploration Joint Venture
(“EXJV”)
with Vista holding 50% and the Association 50% to explore and develop mineral
resources. Vista will fund the first year program with the funds advanced as a
loan to the EXJV and such funds will be recovered from eventual cash flow (if
any) in the EXJV. Subsequent years will be funded in the proportions Vista 50%
and the Association 50%. The EXJV will be managed jointly by a board consisting
of two representatives each from Vista and the Association.


 


(j)            Any disputes in relation
to the EXJV will be resolved by dispute resolution methods. This will involve
the preparation by both parties of a twelve-month program and budget and the
larger budget will be enacted. For that twelve-month period, the program will
be directed and funds expended by the party who proposed the budget. However,
regardless of the sums spent, the party who did not contribute will only be
diluted by 10%. All funds must be expended and no recovery of the excess will
be permitted. For the calculation of dilution, the EXJV will have a deemed
initial capitalisation of $5.0 million.


 


(k)           Before court or arbitration
proceedings (other than for urgent interlocutory relief) may be commenced, the
following steps must be taken to attempt to resolve any dispute that arises out
of or in connection with this Agreement (including any


 


9

















 


dispute as to the EXJV) or as to any claim
in tort, in equity or pursuant to any statute:


 


(A)          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.


 


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


 


(C)          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:


 


(1)           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


 


(2)           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.


 


10

















 


(l)            Vista will cooperate with the Association to develop other aspects
of Freehold Land in the area of the mineral tenements that are compatible and
not competitive with or a hindrance to the development of mineral resources,
and are permitted under the laws of the Northern Territory.


 


8.2          Under the heading of EMPLOYMENT
delete new
clause (a) inserted by variation dated 18 March 1999 and insert as follows:


 


“(a) Vista will use its best endeavours and
to the greatest extent possible to maximise the   employment of Aboriginal people, particularly Aboriginal people of Jawoyn
origin, consistent with reasonable business practices.”


 


8.3          Under the heading of EMPLOYMENT
delete clause
(c).


 


8.4          Under the heading of EMPLOYMENT
reword new
clause (d) inserted by variation dated 18 March 1999 to read as follows:


 


        “(d) Vista will pay to the
Association the amount of $5,000 per month, exclusive of GST, for consulting
with respect to Aboriginal, cultural and heritage issues. Vista and the
Association will meet quarterly to establish a working program for the
following quarter. The Association will submit monthly invoices including
details of work accomplished.”


 


8.5          Insert under the heading of EMPLOYMENT
a new clause
(e) to read as follows:


 


“(e)
The Association will provide an office in Katherine with secretarial services
at a minimum cost to Vista of $2,000 per month, exclusive of GST.   Should Vista’s request for services exceed
the amount of $2,000 per month, the Association will obtain Vista’s prior
written approval and Vista will pay the excess amount.  This will be reviewed annually to determine
if the services required are consistent with the payment. The Association will
submit monthly invoices.”


 


8.6          Delete the heading and paragraph BUS
SERVICE.


 


8.7          Delete the heading and paragraph SCHOLARSHIPS.


 


11

















 


9.            Variation
of Jawoyn Agreement (No. 2)


 


The Continuing Parties agree to make the following amendments to the
Jawoyn Agreement (No. 2):


 


9.1          Reword clause 4 to read as
follows:


 


“4.
COMPENSATION FOR ALL EXPLORATION LICENCES AND MINING TENEMENTS”


 


As
consideration for entering into this Agreement and for rent for the use of the
surface overlying the Mineral Leases during the period from the Effective Date
until a decision is reached to begin production, the Guarantor agrees, subject
to the receipt of all required regulatory approvals, to issue to the
Association the number of common shares in the capital of the Guarantor
calculated by reference to the market price with an aggregate “market value”
(as such term is defined in The Toronto Stock Exchange Company Manual) as of
the Effective Date equal to CAD $1.0 million (“Guarantor Shares”) and Barnjarn hereby accepts the payment, in full
settlement and satisfaction of all claims against Vista in respect of any
compensation payable to it pursuant to section 184 of the Mining Act in respect
of the Land:


 


4.1 Arising from the grant of some or all of the
exploration licences as contemplated in clause 4A of the Further Agreement;


 


4.2 Arising from the grant of some or all of the
exploration licences as contemplated in clause 4B of the Further Agreement;


 


4.3 Exploration retention licences;


 


4.4 Mineral claims;


 


4.5 Mineral leases.”


 


9.2          Delete clauses 5 and 6.


 


10.          Governing
Law


 


This deed is governed by and interpreted in
accordance with the laws in force in the Northern Territory.  The parties submit to the non-exclusive
jurisdiction of courts of or exercising jurisdiction there, and all courts of
appeal thereafter.


 


11.          Costs
and Stamp Duty


 


Each party shall bear the costs and expenses of
and incidental to the negotiation, preparation, execution, delivery and
performance of (and any waiver or amendment of) this deed.  All stamp duty which may be payable or
determined to be payable on or in connection with this deed, on any instrument
entered into under this deed or in respect of a


 


12

















 


transaction evidenced by this deed (or any
waiver or amendment of this deed) shall be borne and paid by Vista.


 


12.          Counterparts


 


This deed may be executed in any number of
counterparts.  All counterparts taken
together will be taken to constitute one agreement and shall be binding on the
parties when one such counterpart has been executed by each party.


 


13.          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 the law of the Northern Territory 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 any other party to give effect to this Agreement.


 


13

















 


Executed
and delivered as a Deed in the Northern Territory


 


 


	
  Signed for and on behalf of The Northern

  Territory of Australia by

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print name

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed Sealed and Delivered on behalf of

  Yimuyn Manjerr (Investments) Pty Ltd

  (Controller Appointed) by its attorney,

  Pegasus Gold Australia Pty Ltd (Subject to

  Deed of Company Arrangement), in the

  presence of:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
  Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed Sealed and Delivered on behalf of

  Yilgarn Gold Limited (Controller

  Appointed) (formerly known as General

  Gold Resources NL) by its attorney, Pegasus

  Gold Australia Pty Ltd (Subject to Deedof

  Company Arrangement), in the presence of:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
  Print Name

  	
   

  	
   

  



 


14

















 


	
  Signed Sealed and Delivered on behalf of

  Vallance Holdings Pty Ltd (Controller

  Appointed) by its attorney, Pegasus Gold

  Australia Pty Ltd (Subject to Deed of

  Company Arrangement), in the presence of:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
  Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed Sealed and Delivered by Pegasus

  Gold Australia Pty Ltd (Subject to Deed

  of Company Arrangement) by one of its

  joint and several deed administrators,

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness 

  	
   

  	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
  Print Name

  	
   

  	
   

  



 


15

















 


	
  Signed Sealed and Delivered by Vista

  Gold Australia Pty Ltd:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Director’s / Secretary’s Signature

  	
   

  	
   

  	
  Director’s Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
  Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed Sealed and Delivered by Vista

  Gold Corp:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Director’s / Secretary’s Signature

  	
   

  	
   

  	
  Director’s Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
  Print Name

  	
   

  	
   

  



 


16

















 


	
  The Common Seal of Jawoyn
  Association

  Aboriginal Corporation was duly affixed in

  	
   

  	
   

  
	
  accordance with its constitution:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The Common Seal of Barnjarn
  Aboriginal

  Corporation was duly affixed in accordance

  	
   

  	
   

  	
   

  
	
  with its constitution:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


17

















 


SCHEDULE 1 - Representations, Warranties and Registration Requirements


 


1.             Representations,
Warranties and Covenants Concerning Investment Status and Intent


 


(a)           The
Association hereby represents that it is an “Accredited Investor” within the
meaning of Regulation D under the United States Securities Act of 1933, as
amended (the “Securities Act”), and that
by reason of its business and financial experience, sophistication and
knowledge, the Association is capable of evaluating the risks and merits of the
investment made pursuant to this Agreement. 
The Association represents that it has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of its investment in the Guarantor Shares and it is able to bear the
economic risks and complete loss of such investment in the Guarantor Shares.


 


(b)           The
Association hereby represents that:


 


(i)            it has been furnished by
Vista or the Guarantor during the course of this transaction with all
information regarding the Guarantor which it had requested;


 


(ii)           all documents that have
been reasonably requested by the Association have been made available for the
Association or its counsel’s inspection and review;


 


(iii)          the Association has been
afforded the opportunity to ask questions of and receive answers from duly
authorized officers or other representatives of Vista or the Guarantor
concerning the terms and conditions of the issuance of the Guarantor Shares to
the Association as consideration to the Association under this Agreement;


 


(iv)          any other additional
information which the Association has requested has been provided; and


 


(v)           at no time was the
Association presented with or solicited by any leaflet, public promotional
meeting, circular, newspaper or magazine article, radio or television
advertisement or any other form of general solicitation or general advertising
within the meaning of Regulation D under the Securities Act.


 


(c)           The
Association hereby agrees and acknowledges that the terms of this Agreement
represent the definitive terms of its acquisition of the Guarantor Shares and
shall supersede any terms set forth in any letter, memorandum, document or term
sheet and any discussion, agreement or understanding of any and every nature
among the parties hereto.


 


18

















 


(d)           The
Association represents that the Guarantor Shares to be issued and delivered to
it hereunder are being acquired for its own account, for investment for an
indefinite period of time, not as nominee or agent for any other person, firm
or corporation and not for distribution or resale to others in contravention of
the Securities Act and the rules and regulations promulgated thereunder;
provided, however, that the parties hereto acknowledge that the Association may
dispose of some or all of the Guarantor Shares pursuant to an effective
registration statement under the Securities Act.  The Association agrees that it will not sell
or otherwise transfer the Guarantor Shares unless they are registered under the
Securities Act or unless an exemption from such registration is available.


 


(e)           The
Association understands and acknowledges that the Guarantor Shares have not
been, and will not as of the time issued, be registered under the Securities
Act and that they will be issued in reliance upon exemptions from the
registration requirements of the Securities Act, and thus cannot be resold
unless they are included in an effective registration statement filed under the
Securities Act or unless an exemption from registration is available for such
resale.  With regard to the restrictions
on resales of the Guarantor Shares, the Association is aware:


 


(i)            that
the Guarantor will issue stop transfer orders to its stock transfer agent in
the event of attempts to improperly transfer any such Guarantor Shares; and


 


(ii)           that
a restrictive legend will be placed on certificates representing the Guarantor
Shares, which legend will read substantially as follows:


 


UNLESS PERMITTED UNDER CANADIAN SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH ·, 2006.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE
TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED
THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND
CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY”
IN SETTLEMENT OF TRANSACTIONS ON TSX.


 


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY
APPLICABLE STATE SECURITIES LAW.  NO
INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR
OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS
COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY VISTA GOLD CORP. OF AN ACCEPTABLE
LEGAL OPINION


 


19

















 


STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) VISTA
GOLD CORP. OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION.


 


The third paragraph of the legend stated above shall be promptly
removed from any certificate representing the Guarantor Shares, and the
Guarantor shall issue a certificate without such legend to the Association, if,
unless otherwise required by state securities laws:


 


(i)            such
Shares are registered for resale under the Securities Act and are sold in
compliance with the requirements of the Securities Act; or


 


(ii)           in
connection with a sale transaction, such holder provides the Guarantor with an
opinion of counsel, in a form reasonably acceptable to the Guarantor, to the
effect that a public sale, assignment or transfer of such Shares may be made
without registration under the Securities Act; or


 


(iii)          such holder provides the
Guarantor with reasonable assurances that such Shares can be sold pursuant to
Rule 144 promulgated under the Securities Act without any restriction as to the
number of securities acquired as of a particular date that can then be
immediately sold.


 


Notwithstanding the removal of the legend stated above in the event the
Shares are registered for resale on an effective registration statement, the
Guarantor reserves the right to affix a legend on certificates representing
such Shares that any selling shareholder must comply with the prospectus delivery
requirements of the Securities Act in connection with any resale.  The Guarantor shall bear the cost of the
removal of any legend as anticipated by this Section.


 


2.            Registration


 


The Guarantor agrees to file with the Securities and Exchange Commission
(the “SEC”) a registration statement on
Form S-3 (or another appropriate form) (the “Registration
Statement”) covering the resale, on a continuous basis pursuant
to Rule 415 under the Securities Act, by the Association of all Guarantor
Shares issuable to the Association pursuant to this Agreement, and best
endeavours to pursue to effectiveness, the registration of such Shares on Form
S-3. The Guarantor shall be obligated only to register such Shares on Form S-3,
or its successor or replacement form that authorizes incorporation by reference
of financial and other information from the Guarantor’s periodic reports and
only if and to the extent that the Guarantor is eligible to use such form.


 


(a)           The
Guarantor shall use best endeavours to keep the Registration Statement
continuously effective under the Securities Act until the date which is four
years after the Effective Date or such earlier date when all Guarantor Shares
covered by the Registration Statement:


 


20

















 


(i)            have
been sold pursuant to the Registration Statement or an exemption from the
registration requirements of the Securities Act; or


 


(ii)           may
be sold without volume restrictions pursuant to Rule 144(k) under the
Securities Act as determined by the counsel to the Guarantor pursuant to a
written opinion letter to such effect, addressed and acceptable to the
Guarantor’s transfer agent and the Association (the “Effectiveness Period”).


 


In connection with the Guarantor’s registration obligations hereunder,
the Guarantor shall:


 


(i)            From time to time
amend or supplement the Registration Statement and the prospectus contained
therein as and to the extent necessary to comply with the Securities Act and
any applicable state securities statute or regulation;


 


(ii)           Provide the Association
with as many copies of the prospectus contained in any such Registration
Statement as it may reasonably request; and


 


(iii)          Prior to any resale of
Guarantor Shares by the Association, use its commercially reasonable efforts to
register or qualify the Guarantor Shares covered by such Registration Statement
under the applicable securities or “blue sky” laws of such jurisdiction as the
Association may reasonably request, and to keep each of the registration or
qualification (or exemption therefrom) effective during the Effectiveness
Period and to do any and all other acts or things reasonably necessary to
enable the disposition in such jurisdictions of the Guarantor Shares covered by
such Registration Statement.


 


(b)           The Guarantor shall bear
all commercially reasonable costs and expenses of each such registration of
Guarantor Shares, including, but not limited to, printing, legal and accounting
expenses, and all registration and filing fees including, without limitation,
fees and expenses:


 


(i)            with respect to filings
required to be made with the American Stock Exchange, Toronto Stock Exchange or
any other trading market on which the Guarantor Shares are then listed for
trading; and


 


(ii)           in compliance with
applicable state securities or Blue Sky laws.


 


(c)           The Guarantor shall use its
commercially reasonable best efforts to file timely with the SEC such
information as the SEC may require under either of Section 13 or Section 15(d)
of the United States Securities Exchange Act of 1934, as amended.  The Guarantor shall use its best efforts to
take all action as may be required as a condition to the availability of Rule
144 under the Securities Act (or any successor exemptive rule hereafter in
effect) with respect to the Guarantor Shares. 


 


21

















 


SCHEDULE 2


 


Deed of Termination


 


Barnjarn Joint Venture Agreement


 


 


Yimuyn Manjerr (Investments) Pty Ltd
(Controller Appointed)


 


Yilgarn Gold Limited (Controller Appointed)


 


Vallance Holdings Pty Ltd (Controller
Appointed)


 


Pegasus Gold Australia Pty Ltd 

(Subject to Deed of Company Arrangement)


 


Peter Ivan Felix Geroff and Gregory Michael
Moloney


 


Barnjarn Mining Company Pty Ltd


 


Barnjarn Aboriginal Corporation


 


 


Termination of the Barnjarn Joint Venture Agreement


 


 


Allens
Arthur Robinson


Lawyers


Riverside
Centre


123
Eagle Street


Brisbane
QLD  4000


Tel  61 7 3334 3000


Fax  61 7 3334 3444


www.aar.com.au


 


 


©
Copyright Allens Arthur Robinson 2006


 


22

















 


Table of Contents


 


	
  1.

  	
  Definitions
  and Interpretation

  	
  25

  
	
  1.1

  	
  Definitions
  in the agreements to apply

  	
  25

  
	
  1.2

  	
  Definitions

  	
  25

  
	
  1.3

  	
  Interpretation

  	
  27

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Termination

  	
  28

  
	
  2.1

  	
  Acknowledgment

  	
  28

  
	
  2.2

  	
  Termination
  of the Barnjarn Joint Venture Agreement

  	
  28

  
	
  2.3

  	
  Registration
  of Termination

  	
  28

  
	
  2.4

  	
  Release of
  the Cross Charge

  	
  28

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Releases

  	
  28

  
	
  3.1

  	
  Releases by
  PGA and the Mortgagors

  	
  28

  
	
  3.2

  	
  Releases by
  Barnjarn Mining and Barnjarn

  	
  28

  
	
  3.3

  	
  Final and
  absolute settlement

  	
  29

  
	
  3.4

  	
  Bar to
  proceedings

  	
  29

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Further
  Assurances

  	
  29

  
	
   

  	
   

  	
   

  
	
  5.

  	
  General
  Provisions

  	
  29

  
	
  5.1

  	
  Successors

  	
  29

  
	
  5.2

  	
  Variations
  and waivers to be in writing

  	
  29

  
	
  5.3

  	
  Waiver

  	
  29

  
	
  5.4

  	
  No merger

  	
  29

  
	
  5.5

  	
  Severance

  	
  29

  
	
  5.6

  	
  Time of
  essence

  	
  30

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Entire
  Agreement

  	
  30

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Costs,
  Duties and Taxes

  	
  30

  
	
  7.1

  	
  Costs

  	
  30

  
	
  7.2

  	
  Stamp duty

  	
  30

  
	
  7.3

  	
  GST to be
  added to amounts payable

  	
  30

  
	
  7.4

  	
  Liability
  net of GST

  	
  30

  
	
  7.5

  	
  Timing of
  the payment of the GST Amount

  	
  31

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Proper
  Law; Jurisdiction

  	
  31

  
	
  8.1

  	
  Choice of
  law

  	
  31

  
	
  8.2

  	
  Jurisdiction

  	
  31

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Counterparts

  	
  31

  



 


23

















 


	
  Deed of
  Termination

  	
  

  



 


	
  Date

  	
   

  	
  2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Parties

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Yimuyn Manjerr (Investments)
  Pty Ltd (Controller Appointed) (formerly
  Multiplex Resources Pty Ltd) (ACN 009 362 958) of c/- Ferrier Hodgson, Level
  7, 145 Eagle Street, Brisbane in the State of Queensland (YMI);

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Yilgarn Gold Limited
  (Controller Appointed) (formerly General
  Gold Resources NL) (ACN 002 527 906) of c/- Ferrier Hodgson, Level 7,
  145 Eagle Street, Brisbane in the State of Queensland (GGR);

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Vallance Holdings Pty Ltd
  (Controller Appointed)
  (ACN 078 165 107) of 

  c/- Ferrier Hodgson, Level 7, 145 Eagle Street, Brisbane in the State of
  Queensland (Vallance); and

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Pegasus Gold Australia Pty Ltd
  (Subject to Deed of Company Arrangement)
  (ACN 009 628 924) of c/- Ferrier Hodgson, Level 7, 145 Eagle
  Street, Brisbane in the State of Queensland (PGA);

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Peter Ivan Felix Geroff and Gregory Michael Moloney
  of c/- Ferrier Hodgson, Level 7, 145 Eagle Street, Brisbane in the State of
  Queensland (the Deed Administrators);

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Barnjarn Mining Company Pty Ltd (ACN 063 827 225) of c/- Jawoyn Association Aboriginal
  Corporation, Shop 1, Pandanus Plaza, First Street, Katherine in the Northern
  Territory of Australia (Barnjarn Mining);

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Barnjarn Aboriginal Corporation of c/- Jawoyn Association Aboriginal Corporation, Shop 1,
  Pandanus Plaza, First Street, Katherine in the Northern Territory of
  Australia (Barnjarn).

  
	
   

  	
   

  	
   

  
	
  Recitals

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  PGA,
  Barnjarn Mining and Barnjarn, and PGA in its capacity as Manager, entered
  into the Barnjarn Joint Venture Agreement dated 25 November 1996. At that
  time the respective Percentage Interests of those parties in the Joint
  Venture were:

  

  (i)            PGA
  - 90%; and

  

  (ii)           Barnjarn
  Mining - 10%.

  
	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  PGA and Barnjarn Mining also entered into
  the Joint Venture Agreement Cross Charge dated 25 November 1996.

  
	
   

  	
   

  	
   

  
	
  C

  	
   

  	
  On 18 March 1999, PGA transferred to YMI and GGR a certain percentage
  of PGA’s rights and obligations under the Barnjarn Joint Venture Agreement.
  The transfer of the benefit and the burden of the Barnjarn Joint Venture
  Agreement was recorded in the Barnjarn Joint Venture 

  



 


24

















 


	
   

  	
   

  	
  Assumption Deed dated 18 March 1999 between YMI, GGR, PGA,
  Barnjarn Mining and Barnjarn.

  
	
   

  	
   

  	
   

  
	
  D

  	
   

  	
  YMI, GGR and PGA entered into the Joint Venture Agreement Cross Charge
  dated 18 March 1999.

  
	
   

  	
   

  	
   

  
	
  E

  	
   

  	
  On 11 April 2000, PGA transferred to YMI
  and Vallance, in equal several proportions, its remaining rights and
  obligations under the Barnjarn Joint Venture Agreement. This
  subsequent transfer by PGA was authorised by clauses 3(e) and (f) of the
  Barnjarn Joint Venture Assumption Deed dated 18 March 1999.

  
	
  F 

  	
   

  	
  The Percentage Interests of the parties to the Joint Venture following
  11 April 2000 were:

  

  (i)YMI, GGR and Vallance – 90%; and

  

  (ii)Barnjarn Mining – 10%. 

  
	
   

  	
   

  	
   

  
	
  G

  	
   

  	
  PGA is the attorney of the Mortgagors and
  holds the Charges over the interests of the Mortgagors in the Joint Venture. In the
  events which have occurred, PGA is entitled to exercise its powers pursuant
  to the Charges.

  
	
   

  	
   

  	
   

  
	
  H

  	
   

  	
  The parties have entered into this Deed
  for the purpose of terminating the Barnjarn Joint Venture Agreement (as
  amended and varied), subject to the terms and conditions of this Deed, and
  arranging for the release of the Cross Charge.

  



 


It is agreed as follows:


 


1.            Definitions
and Interpretation


 


1.1          Definitions
in the agreements to apply


 


Subject to clause 1.2, words and expressions
which are defined in the Barnjarn Joint Venture Agreement and any other
documents relating to the Joint Venture shall have the same meaning in this
Deed.


 


1.2          Definitions


 


The following definitions apply unless the
context requires otherwise:


 


Barnjarn Joint Venture Agreement
means the agreement (as varied and assigned) referred to in recital A of this
Deed.


 


Business Day means a day that is not a Saturday, Sunday, a
public holiday or a bank holiday in the Northern Territory.


 


Charges means the charges registered with the Australian Securities
and Investments Commission as charges no.688175, 688176, 688177, 688178, 745272
and 745273 and registered with the Department of Primary Industry, Fisheries
and Mines of the Northern Territory as dealings numbered 6780, 6781, 6782,
6783, 90829 and 90831.


 


25

















 


Claims means any and all duties, Obligations, liabilities, responsibilities,
actions, causes of action, potential causes of action, suits, Rights, claims,
demands, expenses and liabilities of any nature whatsoever.


 


Completion Date means the date of completion of the Mining
Tenements Transfer Agreement.


 


Consideration has the meaning given by the GST Law.


 


Cross Charge means the Joint Venture Agreement
Cross Charge dated 18 March 1999 and referred to in recital D to this Deed
which is registered with the Australian Securities and Investments Commission
as charges no. 689514 (in relation to Barnjarn Mining), 689517 (in relation to
GGR), 689528 (in relation to YMI) and 689555 (in relation to PGA).


 


Exploration Tenements
means any interests of YMI, GGR and Vallance, which are charged in favour of
PGA by means of the Charges, in:


 


(a)            SEL
9679 “Barnjarn”;


(b)           EL
9733 “Yinberrie”;


(c)            EL
9734 “Driffield”;


(d)           EL
9735 “Horseshoe”;


(e)            EL
9775 “Kintaro”;


(f)            EL
9868 “Acacia”;


(g)           MCNA
5420-5422.


 


GST has the meaning given by the GST Law.


 


GST Amount means, in relation to a Taxable Supply, the
amount of GST payable in respect of that Taxable Supply.


 


GST Group has the meaning given by the GST Law.


 


GST Law has the meaning given by the A New Tax System (Goods
and Services Tax) Act 1999 (Cth) or, if that Act does not exist
means any Act imposing or relating to the imposition or administration of a
goods and services tax in Australia and any regulation made under that Act.


 


Input Tax Credit has the meaning given by the GST Law and a
reference to an Input Tax Credit entitlement of a party includes an Input Tax
Credit for an acquisition made by that party but to which another member of the
same GST Group is entitled under the GST Law.


 


Invoice has the meaning given by the GST Law.


 


Mine Assets has
the meaning given to that term in the Mining Asset Transfer Agreement dated 5
February 1999 between PGA, YMI, GGR and Multiplex Constructions Pty Ltd (now
known as Multiplex Limited), and includes the Mining Leases.


 


Mining Leases
means:


 


(a)            MLN
1070;


 


(b)           MLN
1071; and


 


(c)            MLN
1127.


 


26

















 


Mining Tenements Transfer Agreement
means the agreement dated 2 February 2006 by PGA (as mortgagee exercising
power of sale pursuant to the Charges) to sell certain assets, including the
Mining Leases, to Vista Gold Australia Pty Ltd.


 


Mortgagor means:


 


(a)           in
the case of the Mining Leases, General Gold Operations Pty Ltd (GGO) as the holder of the legal
title in the Mining Leases pursuant to the Trust Deed; and


 


(b)           in
the case of the other Mine Assets (including the Exploration Tenements), YMI,
GGR and Vallance as the holders of the legal title in them and, where
appropriate, includes PGA.


 


Obligation means any legal, equitable, contractual,
statutory or other obligation, commitment, duty, undertaking or liability.


 


Right includes any legal, equitable, contractual, statutory or other right,
power, authority, benefit, privilege, immunity, remedy, discretion or cause of
action.


 


Taxable Supply has the meaning given by the GST Law excluding
the reference to section 84-5 of the A New Tax System (Goods
and Services Tax) Act 1999 (Cth).


 


Trust Deed means the trust deed executed by GGO on 22
February 1999.


 


1.3          Interpretation


 


The following rules of interpretation apply unless the context requires
otherwise:


 


(a)           The singular includes the
plural and conversely.


 


(b)           A gender includes all
genders.


 


(c)           Where a word or phrase is
defined, its other grammatical forms have a corresponding meaning.


 


(d)           A reference to a person
includes a body corporate, an unincorporated body or other entity and
conversely.


 


(e)           A reference to a clause,
annexure or schedule is to a clause of, or annexure or schedule to, this Deed.


 


(f)            A reference to any party
to this Deed or any other agreement or document includes the party’s successors
and permitted assigns.


 


(g)           A reference to any
agreement or document is to that agreement or document as amended, novated,
supplemented, varied or replaced from time to time, except to the extent
prohibited by that agreement or document or by this Deed.


 


(h)           A reference to any
legislation or to any provision of any legislation includes any modification or
re-enactment of it, any legislative provision substituted for it and all regulations
and statutory instruments issued under it.


 


(i)            A reference to conduct
includes any omission and any statement or undertaking, whether or not in
writing.


 


(j)            A reference to writing
includes a facsimile transmission and any means of reproducing words in a
tangible and permanently visible form.


 


27

















 


(k)           A reference to dollars or $
is to Australian currency.


 


(l)            Headings and table of
contents are used for convenience only and do not affect the interpretation.


 


(m)          Each paragraph or
subparagraph in a list is to be read independently from the others in the list.


 


(n)           No rule of construction of
documents shall apply to the disadvantage of a party, on the basis that the
party put forward this document or any relevant part of it.


 


2.            Termination


 


2.1          Acknowledgment


 


Each of YMI, GGR, Vallance, PGA, Barnjarn Mining and Barnjarn
acknowledge and agree that the Tenements have been relinquished or otherwise
terminated or surrendered.


 


2.2          Termination
of the Barnjarn Joint Venture Agreement


 


Each of YMI, GGR, Vallance, PGA, Barnjarn Mining and Barnjarn agree
that, to the extent that it has not already terminated in accordance with
clause 33.1 of the Barnjarn Joint Venture Agreement, the Barnjarn Joint Venture
Agreement (as amended and varied) is terminated with effect as of the
Completion Date.  No party shall have any
Rights against or Obligations to any other party under, in accordance with or
in connection with the Barnjarn Joint Venture Agreement.


 


2.3          Registration
of Termination


 


The parties to this Deed shall do all things and shall sign all
documents necessary or desirable for the purpose of registering the termination
of the Barnjarn Joint Venture Agreement with the Department of Primary
Industry, Fisheries and Mines of the Northern Territory.


 


2.4          Release
of the Cross Charge


 


Each of PGA and Barnjarn Mining shall take all reasonable steps to seek
to procure the execution of the appropriate Form 312 releases of the Cross
Charge on or prior to the Completion Date.


 


3.            Releases


 


3.1          Releases
by PGA and the Mortgagors


 


PGA, YMI, GGR and Vallance hereby immediately and forever release
Barnjarn Mining and Barnjarn from all Claims and liabilities of any nature
(including any costs, whether or not the subject of a court order) arising out
of, connected with or incidental to the Barnjarn Joint Venture Agreement, the
Joint Venture and the Cross Charge.


 


3.2          Releases
by Barnjarn Mining and Barnjarn


 


Barnjarn Mining and Barnjarn hereby immediately and forever release PGA,
the Deed Administrators, YMI, GGR and Vallance from all Claims and liabilities
of any nature (including any


 


28

















 


costs, whether or not the subject of a court order) arising out of,
connected with or incidental to the Barnjarn Joint Venture Agreement, the Joint
Venture and the Cross Charge.


 


3.3          Final
and absolute settlement


 


Each party to this Deed hereby acknowledges that it is aware that it or
its legal representatives, agents or servants may discover facts different from
or in addition to the facts which they know now or believe to be true with
respect to any of the matters referred to in clauses 3.1 and  3.2 but that it is their intention to, and
they do hereby finally and absolutely settle according to the terms of this
Deed, any and all liabilities, Claims, disputes and differences which now
exist, or have existed, between the parties in any way in relation to any
matter referred to in clauses 3.1 and 3.2.


 


3.4          Bar
to proceedings


 


Each party to this Deed agrees that this Deed may be pleaded by any
other party as a bar to any actions, suits, Claims, demands or legal
proceedings instituted with respect to any matter referred to in clauses 3.1
and 3.2.


 


4.            Further Assurances


 


Each party shall take all steps, execute all
documents and do everything reasonably required by another party to give effect
to the transactions contemplated by this Deed.


 


5.            General Provisions


 


5.1          Successors


 


This Deed is binding on the parties and their respective successors and
permitted assigns, and shall be enforceable by and against the parties or those
successors and assigns.


 


5.2          Variations
and waivers to be in writing


 


No variation, modification or waiver of any provision in this Deed, nor
consent to any departure by any party from any such provision, shall be of any
effect unless it is in writing, signed by the parties (or in the case of a
waiver) by the party giving it.  Any such
variation, modification, waiver or consent shall be effective only to the
extent to or for which it may be made or given.


 


5.3          Waiver


 


No failure, delay, relaxation or indulgence by any party in exercising
any Right conferred on such party by this Deed shall operate as a waiver of
such Right, nor shall any single or partial exercise of any such Right nor any
single failure to do so, preclude any other or future exercise of it, or the
exercise of any other Right under this Deed.


 


5.4          No
merger


 


The provisions of this Deed shall not merge on or by virtue of the
performance of any of the Obligations under this Deed, but will, to the extent
that they are capable of doing so, continue in force.


 


29

















 


5.5          Severance


 


If it is held by a court of competent jurisdiction that:


 


(a)           any part of this Deed is
void, voidable, illegal or unenforceable; or


 


(b)           this Deed would be void,
voidable, illegal or unenforceable unless any part of this Deed was severed,


 


then that part shall be severable from and
shall not affect or denigrate from the enforceability or validity of the
parties’ Rights or Obligations or the continued operation of the rest of this
Deed.


 


5.6          Time
of essence


 


Time is of the essence
under this Deed.


 


6.            Entire Agreement


 


This Deed contains the
entire agreement between the parties with respect to its subject matter. It
sets out the only conduct relied on by the parties and, to the full extent
permissible by law, supersedes all earlier conduct made by or existing between
the parties with respect to its subject matter.


 


7.            Costs, Duties and
Taxes


 


7.1          Costs


 


(a)           Each of YMI, GGR, Vallance,
Barnjarn Mining and Barnjarn shall bear their own costs arising out of the
negotiation, preparation, execution and stamping of this Deed.


 


(b)           The rights of PGA with
respect to its costs (including legal costs) arising out of the negotiation,
preparation, execution and stamping of this Deed shall be limited to debiting
those costs pursuant to the Charges and recovering the same as ‘Secured Moneys’
under the Charges.


 


7.2          Stamp
duty


 


YMI, GGR and Vallance shall bear any stamp duty (including fines and
penalties) chargeable on this Deed, or any instruments entered into under this
Deed and any transaction evidenced by it. YMI, GGR and Vallance shall indemnify
PGA, the Deed Administrators, Barnjarn Mining and Barnjarn on demand against
any liability for that stamp duty (including fines and penalties).


 


7.3          GST
to be added to amounts payable


 


If GST is payable on a Taxable Supply made under, by reference to or in
connection with this Deed, the party providing the Consideration for that
Taxable Supply must also pay the GST Amount as additional Consideration.  This clause does not apply to the extent that
the Consideration for the Taxable Supply is expressly stated to be GST
inclusive.


 


30

















 


7.4          Liability
net of GST


 


Any reference in the calculation of Consideration under this Deed to a
cost, expense or other liability incurred by a party, must exclude the amount
of any Input Tax Credit entitlement of that party in relation to the relevant
cost, expense or other liability.  A
party will be assumed to have an entitlement to a full Input Tax Credit unless
it demonstrates otherwise prior to the date on which the Consideration must be
provided.


 


7.5          Timing
of the payment of the GST Amount


 


The GST Amount is payable on the earlier of:


 


(a)           the first date on which all or any part of the Consideration for the
Taxable Supply is provided; and


 


(b)           the date five Business Days after the date on which an Invoice is
issued in relation to the Taxable Supply.


 


8.            Proper
Law; Jurisdiction


 


8.1          Choice
of law


 


This Deed is governed by and shall be construed
in accordance with the laws of the Northern Territory.


 


8.2          Jurisdiction


 


(a)           (Northern
Territory Courts)  Any action,
suit or proceeding relating in any way to this Deed may be instituted, heard
and determined in a court of competent jurisdiction in the Northern Territory.


 


(b)           (Submission
to jurisdiction)  Each party
irrevocably submits to the non-exclusive jurisdiction of such court for the
purpose of any such action, suit or proceeding.


 


(c)           (Waiver of
objection)  Each party
irrevocably waives any objection which it may now or in the future have to the
laying of venue of any action, suit or proceeding relating in any way to this
Deed brought in such court.


 


(d)           (Waiver of inconvenient forum claim)  Each party irrevocably waives any claim that
any such action, suit or proceeding brought in any such court is brought in an
inconvenient forum.


 


9.            Counterparts


 


This Deed may be signed in any number of counterparts with the same
effect as if the signatures to each counterpart were on the same instrument.


 


31

















 


Executed and delivered as a Deed in


 


 


	
  SIGNED for and on behalf of

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PEGASUS GOLD AUSTRALIA PTY LTD

  (SUBJECT TO DEED OF COMPANY

  ARRANGEMENT)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  by
  Peter Ivan Felix Geroff, one of the joint and

  several deed administrators, in the presence of:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature
  of witness

  	
   

  	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Peter
  Ivan Felix Geroff

  	
   

  	
   

  
	
  Print
  name

  	
   

  	
   

  	
  Print
  name

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed, Sealed and Delivered by Peter Ivan

  Felix Geroff in the presence of:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness Signature

  	
   

  	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed, Sealed and Delivered by Gregory

  Michael Moloney in the presence of:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness Signature

  	
   

  	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


32

















 


	
  Signed Sealed and Delivered on behalf of

  Yimuyn Manjerr (Investments) Pty Ltd

  (Controller Appointed) by its attorney, Pegasus

  Gold Australia Pty Ltd (Subject to Deed of

  Company Arrangement), in the presence of:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Peter Ivan Felix Geroff

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
  Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed Sealed and Delivered on behalf of

  Yilgarn Gold Limited (Controller
  Appointed)

  by its attorney, Pegasus Gold Australia Pty Ltd

  (Subject to Deed of Company Arrangement), in

  the presence of:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Peter Ivan Felix Geroff

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
  Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed Sealed and Delivered on behalf of

  Vallance Holdings Pty Ltd (Controller
  Appointed)

  by its attorney, Pegasus Gold Australia Pty Ltd

  (Subject to Deed of Company Arrangement), in

  the presence of:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Peter Ivan Felix Geroff

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
  Print Name

  	
   

  	
   

  



 


33

















 


	
  Signed Sealed and Delivered by Barnjarn

  Mining Company Pty Ltd:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Director’s / Secretary’s Signature

  	
   

  	
   

  	
  Director’s Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
  Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Common Seal of Barnjarn
  Aboriginal

  Corporation was duly affixed in accordance

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  with its constitution:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


34