Exhibit
10.1


 


Mining
Tenements Transfer Agreement


 


 


Pegasus
Gold Australia Pty Ltd


(Subject to Deed of Company Arrangement)


as Mortgagee Exercising Power of Sale


 


Vista
Gold Australia Pty Ltd


 


Vista
Gold Corp


 


 


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


 

















 


	
  Mining Tenements Transfer Agreement

  	
  

  



 


Table of
Contents


 


	
  1.

  	
  Definitions and Interpretation

  	
  1

  
	
   

  	
  1.1

  	
  Definitions

  	
  1

  
	
   

  	
  1.2

  	
  Interpretation

  	
  5

  
	
   

  	
  1.3

  	
  Effect of
  void provisions

  	
  6

  
	
   

  	
  1.4

  	
  Business
  Days

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Sale and Purchase

  	
  6

  
	
   

  	
  2.1

  	
  Sale

  	
  6

  
	
   

  	
  2.2

  	
  Excluded
  Plant and Equipment

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Conditions Precedent and Conditions to
  Completion

  	
  6

  
	
   

  	
  3.1

  	
  Conditions
  Precedent

  	
  6

  
	
   

  	
  3.2

  	
  Condition
  to Completion

  	
  7

  
	
   

  	
  3.3

  	
  Satisfaction
  of Conditions

  	
  7

  
	
   

  	
  3.4

  	
  Termination

  	
  7

  
	
   

  	
  3.5

  	
  Approvals

  	
  7

  
	
   

  	
  3.6

  	
  Mt Todd
  Project Agreement

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Deposit

  	
  8

  
	
   

  	
  4.1

  	
  Deposit

  	
  8

  
	
   

  	
  4.2

  	
  Investment
  of Deposit

  	
  8

  
	
   

  	
  4.3

  	
  Party
  entitled to the Deposit

  	
  8

  
	
   

  	
  4.4

  	
  Cheques

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Guarantee

  	
  9

  
	
   

  	
  5.1

  	
  Guarantor’s
  Obligations

  	
  9

  
	
   

  	
  5.2

  	
  Obligations
  Unconditional

  	
  9

  
	
   

  	
  5.3

  	
  Continuing
  Guarantee

  	
  9

  
	
   

  	
  5.4

  	
  Recourse to
  Purchaser Not Required

  	
  10

  
	
   

  	
  5.5

  	
  Stamp Duty

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  GST

  	
  10

  
	
   

  	
  6.1

  	
  GST to be
  added to amounts payable

  	
  10

  
	
   

  	
  6.2

  	
  Liability
  net of GST

  	
  10

  
	
   

  	
  6.3

  	
  Payment of
  the GST Amount

  	
  10

  
	
   

  	
  6.4

  	
  Tax Invoice

  	
  10

  
	
   

  	
  6.5

  	
  GST
  obligations to survive termination

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Reservations & Encumbrances

  	
  10

  
	
   

  	
  7.1

  	
  Mining
  Leases

  	
  10

  
	
   

  	
  7.2

  	
  Encumbrances

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Plant and Equipment

  	
  11

  
	
   

  	
  8.1

  	
  Acknowledgement
  by Purchaser

  	
  11

  
	
   

  	
  8.2

  	
  Rights of
  Owners of Plant and Equipment

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Sale in “As is” Condition

  	
  12

  
	
   

  	
  9.1

  	
  “As is”
  condition

  	
  12

  



 


i

















 


	
   

  	
  9.2

  	
  Accepting
  Liability

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Representations and Undertaking

  	
  12

  
	
   

  	
  10.1

  	
  No
  Warranties by the Vendor

  	
  12

  
	
   

  	
  10.2

  	
  Purchaser
  Relies on its own Enquiries

  	
  13

  
	
   

  	
  10.3

  	
  No reliance

  	
  14

  
	
   

  	
  10.4

  	
  Warranties
  by the Purchaser

  	
  14

  
	
   

  	
  10.5

  	
  Inspection

  	
  15

  
	
   

  	
  10.6

  	
  Exclusion
  of implied warranties

  	
  15

  
	
   

  	
  10.7

  	
  No Claim

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Native Title

  	
  16

  
	
   

  	
  11.1

  	
  Disclosure
  by the Vendor

  	
  16

  
	
   

  	
  11.2

  	
  No Warranty

  	
  16

  
	
   

  	
  11.3

  	
  No Claim

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Risk

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  Purchaser’s Requisitions And Objections

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  Outgoings and Adjustments

  	
  16

  
	
   

  	
  14.1

  	
  Liability
  to pay Royalties

  	
  16

  
	
   

  	
  14.2

  	
  Adjustments

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  Completion of the Asset Transfer

  	
  17

  
	
   

  	
  15.1

  	
  Transfer
  Documents to be provided to the Vendor prior to the Completion Date

  	
  17

  
	
   

  	
  15.2

  	
  Completion

  	
  17

  
	
   

  	
  15.3

  	
  Place for
  Completion

  	
  17

  
	
   

  	
  15.4

  	
  No
  Entitlements until the Effective Date

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  Escrow

  	
  18

  
	
   

  	
  16.1

  	
  The Deposit
  Holder

  	
  18

  
	
   

  	
  16.2

  	
  Investment

  	
  18

  
	
   

  	
  16.3

  	
  Best
  Endeavours

  	
  18

  
	
   

  	
  16.4

  	
  Deed with
  the Northern Territory of Australia

  	
  18

  
	
   

  	
  16.5

  	
  Prevent
  Registration of the Transfer

  	
  19

  
	
   

  	
  16.6

  	
  Disbursement
  of the Mining Lease Rental Payment

  	
  19

  
	
   

  	
  16.7

  	
  Disbursement
  of the Balance Purchase Price and GST Amount

  	
  19

  
	
   

  	
  16.8

  	
  Refusal of
  Ministerial Consent

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  Possession

  	
  19

  
	
   

  	
  17.1

  	
  Possession
  Deemed Given and Taken

  	
  19

  
	
   

  	
  17.2

  	
  Access
  between the Completion Date and the Effective Date

  	
  19

  
	
   

  	
  17.3

  	
  Retention
  of Title

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  Access to the Information

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  Purchaser’s default

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  Encumbrances

  	
  20

  
	
   

  	
  20.1

  	
  Vendor not
  liable for damages or compensation

  	
  20

  
	
   

  	
  20.2

  	
  Vendor will
  not be paying rental on Mining Leases

  	
  21

  
	
   

  	
  20.3

  	
  Completion
  Date may be extended

  	
  21

  



 


ii

















 


	
   

  	
  20.4

  	
  Terminate 2
  months after original Completion Date

  	
  21

  
	
   

  	
  20.5

  	
  Consequences
  of Termination

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  Late Completion

  	
  22

  
	
   

  	
  21.1

  	
  Interest on
  Overdue Amounts

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  Purchaser’s Indemnity

  	
  22

  
	
   

  	
  22.1

  	
  Environmental
  Matters

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
  Security bonds

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
  Non-Disclosure

  	
  22

  
	
   

  	
  24.1

  	
  Confidentiality

  	
  22

  
	
   

  	
  24.2

  	
  Exceptions

  	
  22

  
	
   

  	
  24.3

  	
  Additional
  disclosures by the Vendor

  	
  23

  
	
   

  	
  24.4

  	
  Public
  announcements

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
  No Merger

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
  Subsequent sale, assignment or mortgage by
  Purchaser

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
  Notices

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
  Sale by the Vendor

  	
  24

  
	
   

  	
  28.1

  	
  Contract
  with the Vendor

  	
  24

  
	
   

  	
  28.2

  	
  Personal
  Benefit by the Administrators

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
  Further assurances

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
  Governing law

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
  Non-waiver

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  32.

  	
  Stamp duty and costs

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  33.

  	
  Entire Agreement

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  34.

  	
  Amendment

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
  Assignment

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  36.

  	
  Counterparts

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  Appendix 1 - Owners of Plant and Equipment

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  Appendix 2 – Mortgagors Plant and Equipment

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 1 – Aussiequip Pty Ltd

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 2 – Forrestania Gold NL / Oresearch
  NL

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 3 – Department of Business, Industry
  and Resource Development

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 4 – Environmental Deed

  	
  33

  



 


iii

















 


	
  Date

  	
   

  	
  2006

  
	
   

  	
   

  	
   

  
	
  Parties

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Pegasus
  Gold Australia Pty Limited (Subject to
  Deed of Company Arrangement) ACN 009 628 924 as mortgagee exercising power of
  sale under the Charges of c/- Ferrier Hodgson (Qld), Level 7, 145 Eagle
  Street, Brisbane in the State of Queensland (the
  Vendor);

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  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 (the Purchaser); and

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  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 Vendor is the first registered
  mortgagee of the Mine Assets.

  
	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  The Vendor has agreed to sell to the
  Purchaser, pursuant to its powers of sale under the Charges, and the
  Purchaser has agreed to buy from the Vendor, the Mine Assets on the terms and
  conditions set out in this Agreement.

  
	
   

  	
   

  	
   

  
	
  C

  	
   

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

  



 


IT IS AGREED as follows:


 


1.            Definitions and Interpretation


 


1.1          Definitions


 


The
following definitions apply unless the context requires otherwise:


 


Administrators means Peter Ivan
Felix Geroff and Gregory Michael Moloney as administrators of the Deed of
Company Arrangement for the Vendor.


 


Agreement means this document,
including all appendices and schedules to it.


 


Approvals means the agreements,
approvals and consents referred to in clause 3.1.


 


Asset Transfer means the sale
and purchase of the Mine Assets under this Agreement.


 


1

















 


Balance Purchase Price means the
amount of the Purchase Price (exclusive of GST) less the amount of the Deposit.


 


Business Day means a day on
which banks are generally open for business in Queensland.


 


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.


 


Claim against any person, means
any claim, action, proceeding, judgment, damage, loss, cost, expense or
liability whatsoever incurred or suffered by or brought or made or recovered
against the person and however arising (whether or not presently ascertained,
immediate, future or contingent).


 


Completion of the Asset Transfer
means the time on the Completion Date that the sale and purchase of the Mine
Assets under this Agreement is completed.


 


Completion Amounts means the
payments to be made by the Purchaser to the Deposit Holder at the Completion of
the Asset Transfer in accordance with clause 15.2(b).


 


Completion Date means:


 


(a)           the
date being 5 Business Days after the date on which all the Approvals set out in
clause 3.1 are satisfied or waived; or


 


(b)           such
later date as may be determined by the Vendor in accordance with this
Agreement.


 


Consideration has the meaning given by the GST Law.


 


Deed of Company Arrangement
means the deed of company arrangement dated 1 May 1998 (as amended) between the
Vendor and the Administrators.


 


Default Interest means interest payable at the rate of 11% per annum.


 


Denehurst Royalty Deed means the
Royalty Deed dated 3 December 1992 between the Vendor and Denehurst Limited (as
subsequently varied and assigned).


 


Deposit means an amount,
exclusive of GST, equal to 10% of the Purchase Price.


 


Deposit Holder means Ferrier
Hodgson (Qld).


 


Effective
Date means the date upon which the Purchaser
becomes registered as the owner, holder or proprietor of any of the Mining
Leases, irrespective of whether the Purchaser has or has not entered into the
Environmental Deed prior to such registration occurring.


 


Encumbrance means any mortgage, charge, pledge, lien or other encumbrance
(excluding any lien arising by operation of law and any caveats lodged by the
Purchaser, MTRP or any of the parties listed in column 1 of Appendix 1 to this
Agreement).


 


Environmental Complaint means
any communication or complaint, whether written or oral, order, directive,
claim, citation or notice issued, sent or communicated by any Government Agency
or any person, authority or other entity having jurisdiction in respect of the
Property or by any other person with respect to any Hazardous Discharge or any
other environmental matter affecting the Property.


 


Environmental Deed means the
deed generally in the form of that contained in Schedule 4 to this Agreement.


 


Environmental Event means:


 


2

















 


(a)           the
non-compliance with;


 


(b)           the
breach of; or


 


(c)           any
offence under,


 


any
Environmental Law by the Purchaser, or any occupier of the Purchaser, in
respect of the Property.


 


Environmental Law means a Law
relating to environmental, mining or planning matters and includes all
applicable standards and obligations under the common law.


 


Excluded Plant and Equipment
means the Plant and Equipment described in Appendix 1.


 


Government Agency means any
Government department, authority or statutory corporation which administers any
Act, regulation or directive of the legislature having jurisdiction over the
relevant matter.


 


GST means the goods and services tax as imposed by the GST Law together
with any related interest, penalties, fines and other charges.


 


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.


 


Hazardous Discharge means any
emission, leak, spill, release, escape or discharge into or upon:


 


(a)           the
air;


 


(b)           soil
or any improvements located on or about the Property;


 


(c)           surface
water or ground water from or onto the Property; or


 


(d)           the
sewer, septic system or waste treatment, storage or disposal system servicing
the Property,


 


of or
from any Waste at or from the Property, other than a Hazardous Discharge which
is permitted by an Environmental Law.


 


Information means all technical
and other information in the possession or control of the Vendor in relation to
the Mine Assets and which is charged in favour of the Vendor by means of the
Charges, including (without limitation) all geophysical, geological or
geochemical information, files, surveys, maps, aerial photographs,
electromagnetic tapes, sketches, drawings, memoranda, drill cores, drill maps,
sampling and assay reports, plans and statistics, feasibility studies,
environmental reports and all other information relating to the Mine Assets.


 


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.


 


Jawoyn Agreement (No. 1) means
the agreement dated 28 January 1993 between the Northern Territory of
Australia, the Vendor and Jawoyn Association Aboriginal Corporation (as
subsequently varied and assigned, including by Deeds of Variation dated 5 March
1993 and 22 July 1993).


 


3

















 


Jawoyn Agreement (No. 2) means
the deed dated 11 November 1996 between Barnjarn Aboriginal Corporation, Jawoyn
Association Aboriginal Corporation and the Vendor (as subsequently varied and
assigned).


 


Joint Venture Parties means Yimuyn
Manjerr (Investments) Pty Ltd (Controller Appointed), Yilgarn Gold Limited
(Controller Appointed), Vallance Holdings Pty Ltd (Controller Appointed) and,
where applicable, the Vendor.


 


Law means a statute, ordinance,
code, regulation, by-law, local law, official directive, order, instrument,
undertaking, obligation or applicable judicial, administrative or regulatory
decree judgment or order and includes the terms and conditions of any licence,
permit, consent, certificate, authority or approval issued thereunder or any
assurance or bond or similar requirements including all applicable standards
and obligations under the common law.


 


Mine means the Yimuyn Manjerr
Gold Mine (formerly the Mt Todd Gold Mine).


 


Mine Assets means the Mining
Leases, the Mortgagors Plant and Equipment and the Information.


 


Mining Asset Transfer Agreement
means the agreement so entitled dated 5 February 1999 between the Vendor,
Yimuyn Manjerr (Investments) Pty Ltd, Yilgarn Gold Limited and Multiplex
Constructions Pty Ltd.


 


Mining Lease Rental Payment has
the meaning given to that term in clause 3.2.


 


Mining Leases means:


 


(a)           MLN 1070;


 


(b)           MLN 1071; and


 


(c)           MLN 1127.


 


Minister means the Minister of
the Northern Territory of Australia who for the time being is the Minister
administering the Mining Act and includes any
Ministers for the time being acting for or on behalf of the Minister.


 


Mortgagor means:


 


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


 


(b)           in the
case of the Mortgagors Plant and Equipment and the Information, the Joint
Venture Parties as the holders of the legal title in them.


 


Mortgagors Plant and Equipment
means the Plant and Equipment described in Appendix 2 which is charged in
favour of the Vendor by means of the Charges but does not include any Excluded
Plant and Equipment.


 


MTRP means Mt Todd
Rehabilitation Project Pty Ltd ACN 099 471 575 and/or any of its officers,
employees and agents, including Mr Jack Savage.


 


Mt Todd Power Asset Sale Agreement means the agreement dated 3 April 1998 between the Vendor and NT
Power Generation Pty Ltd.


 


Mt Todd Power Property Licence
means the Licence to occupy and use a site situated at the Mine dated 3 April
1998 granted by the Vendor to NT Power Generation Pty Ltd in accordance with
clause 2.1 of the Mt Todd Power Asset Sale Agreement (as subsequently varied
and assigned).


 


4

















 


Mt Todd Project has the meaning
given in the Mt Todd Project Agreement Ratification Act
1993.


 


Mt Todd Project Agreement means
the agreement dated 2 March 1993 (as subsequently varied and assigned) which
was ratified under the Mt Todd Project Agreement
Ratification Act 1993.


 


Plant and Equipment means all of the plant, equipment, machinery, tools, furniture,
trade utensils, implements and all other fixtures or chattels of any nature
located on or affixed to the Property as at the Completion Date.


 


Property means all of the land
subject to and underlying the Mining Leases.


 


Purchase Price (including the
Deposit but exclusive of GST) means AUD$1,000,000.


 


Tax Invoice has the meaning
given by the GST Law.


 


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
poll dated 22 February 1999 by General Gold Operations Pty Ltd.


 


Vendor’s Solicitors means Allens
Arthur Robinson Lawyers of Level 31 Riverside Centre, 123 Eagle Street,
Brisbane in the State of Queensland.


 


Waste includes but is not
limited to:


 


(a)           any
substance or material (whether of any value or not) produced by or as a result
of the mining, processing or treatment of material on the Property;


 


(b)           dust;


 


(c)           garbage;


 


(d)           any
other material or substance so characterised or listed or defined and regulated
by any Environmental Law.


 


1.2          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, appendix, annexure
or schedule is a clause of or appendix,
annexure or schedule to this Agreement.


 


(f)            A
reference to any party to this  Agreement 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 Agreement or that other agreement
or document.


 


5

















 


(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 dollars and $ is to Australian currency.


 


(j)            Each
schedule and each certificate and document delivered under this Agreement forms
part of this Agreement.


 


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


 


(l)            Unless
otherwise specified in this Agreement, a reference to any Act
is a reference to an Act of the
Northern Territory of Australia.


 


(m)          Mentioning
anything after include, includes
or including does not limit what else
might be included.


 


1.3          Effect of void provisions


 


If a court holds that:


 


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


 


(b)           this Agreement is void, voidable, illegal or unenforceable unless any
part of this Agreement is severed from this Agreement,


 


that part will be severed from this Agreement unless
to do so would change the underlying principal commercial purposes of this
Agreement.


 


1.4          Business
Days


 


If anything is required to be done or if any condition is required to be
satisfied on a day that is not a Business Day, it must be done or satisfied
instead on the next Business Day unless this Agreement specifically provides
otherwise.


 


2.            Sale and Purchase


 


2.1          Sale


 


The
Vendor will sell the Mine Assets pursuant to its powers of sale under the
Charges and the Purchaser will purchase the Mine Assets in accordance with this
Agreement.


 


2.2          Excluded
Plant and Equipment


 


The Excluded
Plant and Equipment is excluded from sale under this Agreement.


 


3.            Conditions Precedent and Conditions to
Completion


 


3.1          Conditions
Precedent


 


This
Agreement and the obligation of the parties to complete the sale and purchase
of the Mine Assets under this Agreement are subject to the satisfaction of the
following conditions precedent:


 


6

















 


(a)           (Jawoyn Agreements) the consent of the Barnjarn Aboriginal
Corporation, Jawoyn Association Aboriginal Corporation and the Northern
Territory of Australia is obtained to the assignment by the Joint Venture
Parties and/or the Vendor of their rights and obligations under Jawoyn
Agreement (No. 1) and Jawoyn Agreement (No. 2) to the Purchaser on such further
terms and conditions as may be agreed between the Barnjarn Aboriginal
Corporation, the Jawoyn Association Aboriginal Corporation and the Purchaser;


 


(b)           (Mt Todd Power Property Licence) the execution by NT Power
Generation Pty Ltd of a deed terminating the Mt Todd Power Property Licence and
releasing the Joint Venture Parties and the Vendor from the observance and
performance of any obligations under the Mt Todd Power Property Licence;


 


(c)           (Denehurst)


 


(i)            the consent of Denehurst Limited to the assumption by the Purchaser
of the Joint Venture Parties’ and/or the Vendor’s obligations under the
Denehurst Royalty Deed is obtained;


 


(ii)           a release by Denehurst Limited of the Joint Venture Parties’ and/or
the Vendor’s obligations under the Denehurst Royalty Deed is obtained;


 


(d)           (Environmental Deed) the receipt by the Purchaser of a
written confirmation from the Northern Territory of Australia that it will
execute the Environmental Deed on or before the Effective Date.


 


3.2          Condition
to Completion


 


The Purchaser
must pay to the Deposit Holder any rent, taxes and outgoings (including any
interest or penalties as a result of late payment) which remain unpaid in
respect of the Mining Leases as at the Completion Date (the Mining Lease Rental Payment).


 


3.3          Satisfaction
of Conditions


 


The
Vendor and the Purchaser shall use reasonable endeavours to ensure that the
Approvals are satisfied as soon as practicable. The conditions must be
satisfied on an unconditional basis or on conditions which are not materially
prejudicial to either party.


 


3.4          Termination


 


If the
Approvals are not satisfied or waived within three months of the date of this
Agreement or such later date as agreed to by the Vendor in writing, either
party may terminate this Agreement by notice in writing to the other.


 


3.5          Approvals


 


The Purchaser
(and the Vendor if requested by the Purchaser) shall sign and lodge all
necessary documents and undertakings and provide all information, testimonials
and other documents and do all other things required of the Purchaser to enable
the Approvals to be given at the earliest possible time.


 


3.6          Mt
Todd Project Agreement


 


The Vendor and
the Purchaser acknowledge that:


 


7

















 


(a)           by a
letter dated 5 May 2005 from The Honourable Kon Vatskalis MLA, Minister for
Mines and Energy to the Vendor, the Northern Territory of Australia gave 180
days notice of its intention to terminate the Mt Todd Project Agreement;


 


(b)           as at
the date of this Agreement, the Mt Todd Project Agreement has been terminated
by the Northern Territory of Australia.


 


4.            Deposit


 


4.1          Deposit


 


The
Purchaser must pay the Deposit to the Deposit Holder by bank cheque in part
payment of the Purchase Price on or before the date of this Agreement.


 


4.2          Investment
of Deposit


 


(a)           If
both parties direct the Deposit Holder by notice in writing to invest the
Deposit then (where the Deposit Holder is lawfully able) the Deposit Holder
will invest the Deposit with any financial institution permitted by law for the
investment of trust monies.


 


(b)           If
this Agreement is completed all interest accruing on the investment of the
Deposit will be paid to the party entitled to the Balance Purchase Price in
accordance with clause 16.7, at the same time as any payment is made pursuant
to clause 16.7.


 


(c)           If
this Agreement is not completed for any reason, the interest accruing on the
Deposit will be paid to the party entitled to the Deposit upon the termination
of this Agreement.


 


(d)           The
Deposit and any accrued interest will be invested at the risk of the party to
whom the Deposit and accrued interest is ultimately payable and the Deposit
Holder will not be liable for any loss suffered by the parties in consequence
of an investment pursuant to clause 4.2(a).


 


(e)           To
facilitate the investment of the Deposit, each party will notify any tax file
number to the Deposit Holder at the time of giving written notice to the
Deposit Holder in accordance with clause 4.2(a).


 


(f)            The
parties authorise the Deposit Holder to prepare and lodge any tax return
necessary in respect of the Deposit and any accrued interest and to pay any tax
assessed out of the Deposit and any accrued interest.


 


(g)           The
Vendor and the Purchaser will be deemed to be presently entitled in equal
shares to any interest accrued for the purposes of the Income Tax
Assessment Act 1936 and the Income Tax Assessment Act
1997.


 


4.3          Party
entitled to the Deposit


 


(a)           If
Completion of the Asset Transfer occurs under this Agreement, the Deposit shall
be paid to the party entitled to the Balance Purchase Price in accordance with
clause 16.7, at the same time as any payment is made pursuant to clause 16.7.


 


(b)           If
Completion of the Asset Transfer does not occur under this Agreement, the
Deposit shall be paid:


 


8

















 


(i)            to the Purchaser if Completion of the Asset Transfer does not occur
because:


 


(A)          of a default of the Vendor
under this Agreement and the Purchaser terminates this Agreement;


 


(B)          either party terminates this
Agreement under clause 3.4; or


 


(C)          the Agreement terminates
under clause 20.4;


 


(ii)           to the Vendor if Completion of the Asset Transfer does not occur
because the Purchaser defaults under this Agreement and the Vendor terminates
this Agreement.


 


4.4          Cheques


 


If the
Deposit or any part of it is paid by cheque which is post-dated or not honoured
on presentation, it will be deemed not to have been paid.


 


5.            Guarantee


 


5.1          Guarantor’s
Obligations


 


The Guarantor,
as a principal obligor and not merely as surety, irrevocably and
unconditionally guarantees to the Vendor (and indemnifies the Vendor in respect
of) the due and punctual performance of all the obligations of the Purchaser
under or arising out of this Agreement including (without limitation):


 


(a)           the
prompt payment of all amounts payable by the Purchaser under this Agreement;


 


(b)           the
prompt performance of all other obligations of the Purchaser under this
Agreement; and


 


(c)           the
prompt payment of all amounts for which the Purchaser may become liable in
respect of any breach of this Agreement.


 


5.2          Obligations
Unconditional


 


The Guarantor
agrees that the Guarantor’s obligations under this clause 5 will be
unconditional irrespective of:


 


(a)           the
validity, regularity and enforceability of any provision of this Agreement;


 


(b)           the
absence of any action by the Vendor or the Purchaser to enforce this Agreement;


 


(c)           the
waiver or consent of the Vendor in respect of any provision of this Agreement;


 


(d)           the
recovery of any judgment against the Purchaser;


 


(e)           any
action to enforce judgment against the Purchaser;


 


(f)            any
variation of the terms of this Agreement;


 


(g)           any
time or indulgence granted to the Purchaser by the Vendor;


 


(h)           the
dissolution of the Purchaser;


 


(i)            any
change in the status, function, control or ownership of the Purchaser;


 


(j)            any
consolidation, merger, conveyance or transfer by the Purchaser;


 


9

















 


(k)           any
other dealing, transaction or arrangement between the Vendor and the Purchaser;
or


 


(l)            any
other circumstances which might otherwise constitute a legal or equitable
discharge of or defence to a surety.


 


5.3          Continuing
Guarantee


 


The
obligations of the Guarantor under this clause 5 shall continue and will not be
discharged except by complete performance of all of the obligations of the
Purchaser under or arising out of this Agreement.


 


5.4          Recourse
to Purchaser Not Required


 


The Vendor may
require the Guarantor to make a payment or perform any other obligation of the
Purchaser under or arising out of this Agreement:


 


(a)           without
first asking the Purchaser to do so; and


 


(b)           irrespective
of whether such payment or other obligation would be enforceable against the
Purchaser.


 


5.5          Stamp
Duty


 


The Guarantor
agrees to pay and indemnify the Vendor against all stamp duty (if any) in
respect of the guarantee and indemnity contained in this clause 5.


 


6.            GST


 


6.1          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 Agreement, 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.


 


6.2          Liability
net of GST


 


Any reference
in the calculation of Consideration under this Agreement 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.


 


6.3          Payment
of the GST Amount


 


The Purchaser
shall pay the GST Amount to the Deposit Holder at the Completion of the Asset
Transfer by bank cheque.


 


6.4          Tax
Invoice


 


The Vendor
must provide the Purchaser a Tax Invoice for the Purchase Price and the GST
Amount as soon as reasonably practicable after the Effective Date.


 


6.5          GST
obligations to survive termination


 


This
clause will continue to apply after expiration or termination of this
Agreement.


 


10

















 


7.            Reservations & Encumbrances


 


7.1          Mining
Leases


 


The
Mining Leases are held subject to the Mining Act and
are sold subject to the provisions of that Act and to the reservations and
conditions expressed or implied under it.


 


7.2          Encumbrances


 


The
Mine Assets are sold free from all Encumbrances, but subject to the rights,
entitlements, privileges and interests referred to in clauses 8.1 and 8.2.


 


8.            Plant and Equipment


 


8.1          Acknowledgement
by Purchaser


 


The Purchaser
unconditionally acknowledges and agrees that:


 


(a)           the
Excluded Plant and Equipment does not form part of the Mine Assets;


 


(b)           the
parties listed in column 1 of Appendix 1 are the owners of the Excluded Plant
and Equipment described in the adjacent row of column 2 of Appendix 1;


 


(c)           the
Purchaser will acquire no right, title or interest in the Excluded Plant and
Equipment under the terms of this Agreement or otherwise (whether before or
after severance of the Excluded Plant and Equipment from the Property);


 


(d)           the
parties listed in column 1 of Appendix 1 are entitled, to the extent permitted
by law, to protect their rights, entitlements, privileges and interests in the
Plant and Equipment described in column 2 of Appendix 1 by the lodgement and
registration of caveats over the Mining Leases;


 


(e)           the
Purchaser will not make any objection, requisition or Claim and will not be
entitled to any damages or compensation or to terminate this Agreement if the
Excluded Plant and Equipment has not been removed from the Property prior to
the Completion of the Asset Transfer.


 


8.2          Rights
of Owners of Plant and Equipment


 


The
Purchaser unconditionally acknowledges and agrees that, on and from the
Completion of the Asset Transfer:


 


(a)           the
Purchaser must not cause or permit anything to be done or omitted which shall:


 


(i)            cause the Vendor to be in breach of the Vendor’s agreements for the
sale of the Excluded Plant and Equipment to the parties listed in column 1 of
Appendix 1;


 


(ii)           prevent the Vendor from conferring upon the parties listed in column
1 of Appendix 1, or prevent the parties listed in column 1 of Appendix 1
having, exercising and/or giving effect to, any of the benefits which are
conferred, or which are sought to be conferred, by the agreements for the sale
of the Excluded Plant and Equipment, including the benefit of the Excluded
Plant and Equipment itself;


 


11

















 


(b)           the
Purchaser must permit the parties listed in column 1 of Appendix 1 to do
whatever may lawfully be done pursuant to the relevant agreements for the sale
of the Excluded Plant and Equipment and to give effect to the sale of the
Excluded Plant and Equipment in accordance with the terms of those agreements
including allowing those parties access to the Mining Leases unless such access
would be contrary to any order, notice or direction given by any Governmental
Agency;


 


(c)           in the
event of any failure by the Purchaser to comply with its obligations under
clauses 8.2(a) and (b):


 


(i)            the Vendor and the parties listed in column 1 of Appendix 1 cannot
be adequately compensated by way of damages for the breach;


 


(ii)           the Vendor shall be entitled to apply for, and the Purchaser shall
consent to, any form of injunctive relief (including mandatory injunctions)
which gives effect to the obligations imposed upon the Purchaser by clauses
8.2(a) and (b); and


 


(iii)          the Purchaser shall indemnify the Vendor and the Administrators
against any costs, expenses or other detriment incurred by the Vendor and/or
the Administrators by reason of the failure of the Purchaser to comply with its
obligations under clauses 8.2(a) and (b).


 


9.            Sale in “As is” Condition


 


9.1          “As
is” condition


 


The Mine
Assets are sold in an “as is” condition as at the date of this Agreement, with
all faults or defects (if any), whether or not apparent. The Vendor is not
responsible for any damage to the Mine Assets after the date of this Agreement.


 


9.2          Accepting
Liability


 


Except to the
extent that the Purchaser agrees with any Government Agency to the contrary
(whether in the Environmental Deed or otherwise), the Purchaser accepts any
liabilities, obligations, requisitions, directions and notices which may  in the future be outstanding regarding the
Mine Assets including, without in any way limiting the foregoing, any environmental
liabilities or obligations. The Purchaser indemnifies the Vendor, the
Administrators and the Mortgagor against any Claim, costs, expenses or
liabilities incurred by any of them in respect of each of the liabilities,
obligations, requisitions, directions and notices accepted by the Purchaser
under this clause.


 


10.          Representations and Undertaking


 


10.1        No
Warranties by the Vendor


 


The Vendor and
the Administrators do not warrant
that:


 


(a)           any
requisitions, directions or recommendations delivered by any Government Agency
have been complied with;


 


12

















 


(b)           any
permissions, consents and approvals required from a Government Agency in
relation to the Mine Assets have been obtained, or having been obtained have
been complied with in all respects;


 


(c)           any
consents, approvals, permits or licences desirable or required to be held for
the present use of the Mine Assets have been granted by any Government Agency
or other authority;


 


(d)           the
Vendor and/or the Mortgagor and/or the Joint Venture Parties have complied
with, and have not committed any offence under, any Environmental Law in
relation to the use and occupation of the Property;


 


(e)           the
Property is free from contamination, or that there is no condition of the
Property which would entitle any person to require the Mortgagor and/or the
Joint Venture Parties to decontaminate or take other remedial or rehabilitation
action in or around the Property or contribute to the act of doing so;


 


(f)            the
means of access to and egress from the Property and all terms of all easements
and licences benefiting the Property are adequate;


 


(g)           the
Property is not subject to any unregistered easements, rights or permits to
pass;


 


(h)           the
Mine Assets are of a particular quality, suitability or fitness for any
specified purpose;


 


(i)            the
Property is safe and without risk to the health and safety of any user;


 


(j)            the
Vendor and/or the Mortgagors and/or the Joint Venture Parties have complied
with any requirements relating to workplace health and safety in respect of the
Mine Assets and the Property;


 


(k)           the
Mine Assets and/or the Property will comply with any requirements relating to
workplace health and safety following the Completion of the Asset Transfer.


 


10.2        Purchaser
Relies on its own Enquiries


 


The
Purchaser acknowledges and agrees that, in entering into this Agreement, the
Purchaser relies on its own enquiries and has satisfied itself as to the
following matters:


 


(a)           Encumbrances
affecting the Mine Assets;


 


(b)           the
condition, state of repair, suitability, quality, sufficiency, viability,
profitability or potential of the Mine Assets;


 


(c)           the
value of the Mine Assets, based upon the Purchaser’s own independent
valuations, reports or other advice;


 


(d)           any
environmental hazard or contamination affecting the Mine Assets;


 


(e)           any
latent or patent defect in the Mine Assets;


 


(f)            whether or not any requisitions, directions or recommendations delivered
by any Government Agency in respect of the Mine Assets and/or the Property have
been complied with;


 


(g)           whether or not any permissions, consents and approvals required from a
relevant Government Agency for the use of any part of the Property have been
obtained, or having been obtained have been complied with in all respects;


 


13

















 


(h)           whether or not any consents, approvals, permits or licences desirable or
required to be held for the present use of the Mine Assets have been granted by
any Government Agency;


 


(i)            the
rights and privileges pertaining to the Mine Assets;


 


(j)            any
agreements or arrangements with the owners or occupiers of the Excluded Plant
and Equipment;


 


(k)           the
historical, current and forecast profitability or return from the Mine Assets;


 


(l)            the
existence of, and any occupational health and safety issues resulting from the
presence of, any plant and equipment (whether partially removed or otherwise)
in, or present on, the Property;


 


(m)          the
Vendor’s and/or the Joint Venture Parties’ compliance with any laws relating to
the workplace health and safety requirements in respect of the Mine Assets;


 


(n)           the
Mortgagor’s and/or the Joint Venture Parties’ compliance with any Environmental
Laws or the status of any contamination of the Property arising from any
previous use of the Property;


 


(o)           the
compliance by Aussiequip Pty Ltd or Forrestania Gold NL / Lionore Australia
(Wildara) NL (formerly known as Oresearch NL) with the requirements of any
Government Agency relating to the removal of any Excluded Plant and Equipment,
Environmental Laws and workplace health and safety requirements;


 


(p)           any
matter in respect of which the Vendor does not give any warranty; and


 


(q)           any
other matter (past, present, future or anticipated) relevant to the Mine
Assets, except as set out in this Agreement.


 


10.3        No
reliance


 


The Purchaser
unconditionally acknowledges and agrees that:


 


(a)           at no
time has:


 


(i)            the Vendor, or any person on the Vendor’s behalf (including, without
limitation, the Vendor’s employees, agents and representatives, the Administrators,
Ferrier Hodgson (Qld), Allens Arthur Robinson and all of their employees,
agents and representatives), made or given; or


 


(ii)           the Purchaser relied on,


 


any representation, warranty, promise or forecast
except those contained in this Agreement;


 


(b)           no
other statement or representations:


 


(i)            have induced or influenced the Purchaser to enter into this
Agreement or agree to any or all of its terms;


 


(ii)           have been relied on in any way as being accurate by the Purchaser;


 


(iii)          have been warranted to the Purchaser as being true; or


 


(iv)          have been taken into account by the Purchaser as being important to
the Purchaser’s decision to enter into this Agreement or agree to any or all of
its terms;


 


(c)           that
it will make no Claim against the Vendor, the Administrators, Ferrier Hodgson
(Qld), Allens Arthur Robinson or any of their employees, agents and
representatives about:


 


14

















 


(i)            the size, condition, working order or any particular quality of the
Mine Assets;


 


(ii)           the suitability or fitness of the Mine Assets for their purpose;


 


(iii)          the economic viability of the Mine Assets or the prospect of the
successful exploitation of any of the Mine Assets;


 


(iv)          the current or future environmental or rehabilitation obligations or
liabilities in respect of the Mine Assets;


 


(v)           the profits or losses resulting from any activities which might be
conducted through the use of the Mine Assets;


 


(vi)          any statements made by them concerning the Mine Assets;


 


(vii)         any implied warranty or condition whether statutory or otherwise and
whether as to quality, state, condition or fitness for any particular purpose
or as to any other matter or thing whatsoever; or


 


(viii)        any loss, damage or liability of any kind or nature incurred directly
or indirectly by the Purchaser of the Mine Assets or any inadequacy of the Mine
Assets for any purpose or any defect in or by the use of the Mine Assets by the
Purchaser.


 


10.4        Warranties
by the Purchaser


 


The Purchaser
warrants that:


 


(a)           it has
the power and authority to execute and enter into this Agreement and perform
and observe all its terms without the consent of any person;


 


(b)           the
entry into this Agreement will not breach the Trade
Practices Act 1974 (Cth) or the Foreign Acquisition and Takeovers
Act 1975 (Cth);


 


(c)           it
requires no regulatory approvals (unless they have been obtained prior to the
date of this Agreement) to enter into and complete this Agreement, including
for the avoidance of doubt a written advice from the Australian Treasurer under
the Foreign Acquisitions and Takeovers Act 1975
(Cth) to the effect that the Commonwealth Government has no objection to the
acquisition by the Purchaser of the Mine Assets under this Agreement;


 


(d)           it has
duly executed this Agreement; and


 


(e)           each
person signing this Agreement on behalf of the Purchaser, whether as an
officer, agent, trustee or otherwise has full authority to execute this
Agreement in that capacity.


 


10.5        Inspection


 


The Purchaser
acknowledges that the Vendor has offered the Purchaser the opportunity to
inspect the Mine Assets and to conduct its own enquiries concerning the Mine
Assets, before the Purchaser entered into this Agreement. The Purchaser
acknowledges that it has been allowed unfettered access to the Mine Assets and
unfettered access to all of the books and records (including the Information)
regarding the Mine Assets.


 


10.6        Exclusion
of implied warranties


 


To the extent
permitted by law, any condition or warranty which, but for this clause, would
be implied by statute into this Agreement, is excluded from this Agreement.


 


15

















 


10.7        No
Claim


 


The Purchaser
shall not be entitled to:


 


(a)           make
any Claim for compensation or damages or seek any reduction in the Purchase
Price;


 


(b)           make
any objection; or


 


(c)           be
discharged from the purchase or otherwise terminate this Agreement,


 


in respect or
because of:


 


(d)           any
liability, obligation, requisition, direction, recommendation or notice
relating to the Property or the Mine Assets which may be given, issued or
incurred after the Completion of the Asset Transfer;


 


(e)           any
matter referred to in clause 11;


 


(f)            any
matter upon which:


 


(i)            the Vendor gives no warranty pursuant to the terms of this
Agreement; or


 


(ii)           the Purchaser states that it has not relied, including any
statement, representation or warranty,


 


as set
out in this Agreement;


 


(g)           any
liability, Claim, loss or expense of any kind caused directly or indirectly by
the Mine Assets or any inadequacy of or defect in them.


 


11.          Native Title


 


11.1        Disclosure
by the Vendor


 


The Purchaser
acknowledges that the Vendor has disclosed to the Purchaser native title claim
D6018/00 which was filed with the National Native Title Tribunal on 5 December
2000. The Mine Assets are sold subject to any native title or similar rights
which may be held to exist in relation to the Mine Assets.


 


11.2        No
Warranty


 


The Vendor
makes no warranty or representation as to:


 


(a)           whether
native title exists over or in respect of any of the Mine Assets;


 


(b)           whether
native title is claimed to exist or will be claimed to exist over or in respect
of any part of the Mine Assets;


 


(c)           whether
any places of importance or significance to persons of Aboriginal descent exist
within the Property.


 


11.3        No
Claim


 


The Purchaser
shall not be entitled to:


 


(a)           make
any Claim for compensation or damages or seek any reduction in the Purchase
Price;


 


(b)           make
any objection; or


 


(c)           be
discharged from the purchase or otherwise terminate this Agreement,


 


16

















 


in
respect or because of:


 


(d)           any claim to native title over or in respect of the Mine Assets (or
any part thereof) whether disclosed to, or known by, the Purchaser;


 


(e)           any other native title or similar rights in the nature of those
detailed in clause 11.2 which may be held to exist over, or effect or
impact upon, the Mine Assets.


 


12.          Risk


 


The Mine Assets are at the risk of the Purchaser in all respects from
the date of this Agreement.


 


13.          Purchaser’s Requisitions And Objections


 


The Purchaser waives the right to deliver to, or to have answered by,
the Vendor all objections and requisitions on title in relation to the Mine
Assets and this Agreement.


 


14.          Outgoings and Adjustments


 


14.1        Liability
to pay Royalties


 


Any
liability to pay royalties under the Denehurst Royalty Deed shall be the
responsibility of:


 


(a)           the Joint Venture Parties for the period up to but not including the
Effective Date; and


 


(b)           the Purchaser for the period from and including the Effective Date.


 


14.2        Adjustments


 


There
shall be no adjustment between the Vendor and the Purchaser at the Completion
of the Asset Transfer in respect of any amounts paid by the Purchaser pursuant
to clause 3.2 of this Agreement. The payment of the amounts referred to in
clause 3.2 shall be the sole responsibility of the Purchaser, and the Vendor
shall not be liable in any manner (including by way of contribution or
indemnity) to the Purchaser in respect of any such payments.


 


15.          Completion of the Asset Transfer


 


15.1        Transfer
Documents to be provided to the Vendor prior to the Completion Date


 


The
Purchaser shall, not later than 3 Business Days before the Completion Date,
deliver to the Vendor for due execution, transfers of the Mining Leases in
registrable form and any other transfer documentation which the Purchaser
considers necessary to effect a transfer of the Mine Assets. The Vendor’s
obligation to deliver those documents, duly executed, on the Completion Date is
subject to the Purchaser complying with this clause 15.1.


 


15.2        Completion


 


At the
Completion of the Asset Transfer:


 


(a)           the Vendor will:


 


17

















 


(i)            subject to clause 15.1,
deliver to the Purchaser duly signed transfers in registrable form of the
Mining Leases in the Purchaser’s favour; and


 


(ii)           will deliver to the
Purchaser all other documents which are necessary or desirable to effect a
transfer of the Mine Assets from the Vendor to the Purchaser under this
Agreement and which have been delivered to the Vendor pursuant to clause 15.1;


 


(b)           the Purchaser will pay, by bank cheque, to the Deposit Holder:


 


(i)            the Balance Purchase
Price;


 


(ii)           the GST Amount in
accordance with clause 6.3; and


 


(iii)          the Mining Lease Rental
Payment in accordance with clause 3.2.


 


15.3        Place
for Completion


 


Completion
of this Agreement shall be effected on the Completion Date in Brisbane at a
time between 9.00 am and 4.00 pm and at a place nominated by the Vendor’s
Solicitors.


 


15.4        No Entitlements until the Effective Date


 


The
Vendor and the Purchaser acknowledge and agree that:


 


(a)           the Vendor has no entitlement to receive the Deposit, the Balance
Purchase Price or the GST Amount at the Completion of the Asset Transfer;


 


(b)           the Vendor shall be entitled to receive the Balance Purchase Price
and the GST Amount only on or after the Effective Date, in accordance with
clause 16.7;


 


(c)           the Purchaser has no entitlement to receive a Tax Invoice at the
Completion of the Asset Transfer and shall be entitled to receive a Tax Invoice
only on or after the Effective Date, in accordance with clause 6.4.


 


16.          Escrow


 


16.1        The
Deposit Holder


 


The
Vendor and the Purchaser acknowledge and agree that the Deposit Holder shall
hold the Completion Amounts pursuant to the terms of this clause 16 and shall
deal with the Completion Amounts solely in accordance with this clause.


 


16.2        Investment


 


(a)           If both parties direct the Deposit Holder by notice in writing to
invest the Completion Amounts (or any part of the Completion Amounts) then
(where the Deposit Holder is lawfully able) the Deposit Holder will invest
those monies with any financial institution permitted by law for the investment
of trust monies until the Deposit Holder is authorised or obliged to disburse
the Completion Amounts (or any part thereof) in accordance with this clause
16.


 


(b)           The Completion Amounts (or such part as may be invested
from time to time) and any accrued interest will be invested at the risk of the
party to whom those monies are


 


18

















 


ultimately payable and the Deposit Holder
will not be liable for any loss suffered by the parties in consequence of an
investment pursuant to clause 16.2(a).


 


(c)           To facilitate the investment of the Completion Amounts, each party
will notify any tax file number to the Deposit Holder at the time of giving
written notice to the Deposit Holder in accordance with clause 16.2(a).


 


(d)           The parties authorise the Deposit Holder to prepare and lodge any
tax return necessary in respect of the Completion Amounts and any accrued
interest and to pay any tax assessed out of the Completion Amounts and any
accrued interest.


 


(e)           The Vendor and the Purchaser will be deemed to be presently entitled
in equal shares to any interest accrued for the purposes of the Income Tax Assessment Act 1936 and the Income Tax
Assessment Act 1997.


 


16.3        Best
Endeavours


 


Subject
to clause 16.4, the Vendor and the Purchaser will use their best endeavours to
obtain the registration of the Purchaser as the owner, holder or proprietor of
the Mining Leases as soon as reasonably practicable after the Completion of the
Asset Transfer.


 


16.4        Deed
with the Northern Territory of Australia


 


Nothing
in this Agreement shall oblige the Purchaser to become registered as the owner,
holder or proprietor of the Mining Leases, except in circumstances where the
Northern Territory of Australia has (either prior to or contemporaneously with
such registration) executed the Environmental Deed.


 


16.5        Prevent
Registration of the Transfer


 


The
Vendor acknowledges and agrees that the Purchaser shall be entitled to take all
steps and to do all things (including lodging a caveat over the Mining Leases)
in order to prevent the registration of the Purchaser as the owner, holder or
proprietor of the Mining Leases prior to the execution of the Environmental
Deed by the Northern Territory of Australia.


 


16.6        Disbursement
of the Mining Lease Rental Payment


 


The
Deposit Holder will pay the Mining Lease Rental Payment to the Department of
Primary Industry, Fisheries and Mines of the Northern Territory solely upon the
receipt of joint written instructions to that effect which are signed by both
the Vendor and the Purchaser.


 


16.7        Disbursement
of the Balance Purchase Price and GST Amount


 


The
Deposit Holder shall pay the Balance Purchase Price and the GST Amount (and any
interest accrued on the Completion Amounts) to:


 


(a)           the Vendor as soon as reasonably practicable after the Effective
Date; or


 


(b)           the Purchaser as soon as reasonably practicable after the Minister
has refused to give his or her consent to the transfer of the Mining Leases to
the Purchaser pursuant to s173 of the Mining Act.


 


19

















 


16.8        Refusal
of Ministerial Consent


 


In the
event that the Minister refuses to give his or her consent to the transfer of
the Mining Leases to the Purchaser pursuant to s173 of the Mining Act:


 


(a)           if the Purchaser is in possession of any of the Mine Assets, the
Purchaser must immediately deliver up possession of the Mine Assets to the
Vendor or to any other person as the Vendor may direct;


 


(b)           this Agreement will automatically be terminated; and


 


(c)           neither the Purchaser nor the Vendor shall have any claim of any
nature whatsoever against the other arising out of or in connection with this
Agreement, except with respect to the repayment of the Deposit and the
Completion Amounts in accordance with the terms of this Agreement.


 


17.          Possession


 


17.1        Possession
Deemed Given and Taken


 


Possession
of the Mine Assets shall be deemed to be given by the Vendor and taken by the
Purchaser on the Effective Date.


 


17.2        Access
between the Completion Date and the Effective Date


 


From
the Completion of the Asset Transfer to the earlier of:


 


(a)           the Effective Date; and


 


(b)           any date upon which this Agreement is terminated,


 


the
Vendor will, to the extent that the Vendor may lawfully do so, allow the
Purchaser access to the Mine Assets at such times, in such manner and on such
conditions as the Vendor may consider appropriate.


 


17.3        Retention
of Title


 


Until
the Effective Date, the Mortgagors shall retain legal ownership of the relevant
Mine Assets, subject to the Charges given in favour of the Vendor. Title in the
Mine Assets shall not pass to the Purchaser upon the Completion of the Asset
Transfer, and shall only pass to the Purchaser on the Effective Date.


 


18.          Access to the Information


 


The
Purchaser acknowledges and agrees that, following the Effective Date, the
Vendor, the Administrators and any persons claiming by, through or under the
Vendor shall, upon reasonable notice to the Purchaser and at their own cost, be
allowed access to such of the Information as they may require for the
purpose of the administration of the Vendor and will be authorised to make a
copy of any of the Information. The Vendor and the Administrators agree that
they (and their employees and agents) shall at all times conduct themselves so
as to minimise any disruption to the Purchaser which may be caused by any
request for access to the Information.


 


20

















 


19.          Purchaser’s default


 


If the Purchaser fails to pay the Deposit or any of the Completion
Amounts in accordance with this Agreement, or otherwise breaches this
Agreement, then the Vendor, in addition to any other rights the Vendor has,
may:


 


(a)           affirm this Agreement and:


 


(i)            sue the Purchaser for
damages for breach; or


 


(ii)           sue the Purchaser for
specific performance and damages in addition to or in lieu of specific
performance; or


 


(b)           terminate this Agreement and:


 


(i)            elect to declare the
Deposit forfeited and/or sue the Purchaser for damages for breach; or


 


(ii)           elect to declare the
Deposit forfeited and/or resell the Mine Assets as the Vendor deems fit. Any
deficiency arising from such resale and any expense arising from such resale
shall be recoverable by the Vendor from the Purchaser as liquidated damages.


 


20.          Encumbrances


 


20.1        Vendor
not liable for damages or compensation


 


If for
any reason (including the creation of any Encumbrance over any of the Mine
Assets) other than the wilful default of the Vendor, the Vendor is unable to
complete the Asset Transfer, then the Vendor shall not be liable by way of
damages or compensation for any loss sustained by the Purchaser from the
failure of the Vendor to complete the Asset Transfer.


 


20.2        Vendor
will not be paying rental on Mining Leases


 


The
Purchaser unconditionally acknowledges and agrees that:


 


(a)           the Vendor will not pay any rent or other amounts due in relation to
the Mining Leases for the period from 5 March 2002 to the Effective Date;


 


(b)           persons other than the Vendor, including MTRP, may have paid
rent or other amounts due in relation to the Mining Leases in relation to the
period, or some part of the period, from 5 March 2002 to the
Effective Date;


 


(c)           the Vendor will not be liable by way of damages or compensation for
any loss sustained by the Purchaser from the failure of the Vendor to complete
the Asset Transfer in the event that the Mining Leases (or any of them) are
forfeited due to non-payment of the rent or other amounts referred to in clause
20.2(a) or for any other reason whatsoever;


 


(d)           the Vendor will not be liable by way of damages or compensation for
any loss sustained by the Purchaser, and nor will the Purchaser be entitled to
terminate this Agreement, on the basis of any claim, whether alleged or
threatened, or any caveat by any person (including MTRP) who may have paid
any rent or other amounts referred to in clause 20.2(b);


 


21

















 


(e)           the Vendor will not be liable by way of damages or compensation for
any loss sustained by the Purchaser in connection with any payments made by the
Purchaser with respect to any rent or other amounts due in relation to the
Mining Leases, if this Agreement is terminated or is not completed for any
reason whatsoever;


 


(f)            the payment by the Purchaser of any rent or other amounts due in
relation to the Mining Leases shall not create, confer or give rise to any
interest on the part of the Purchaser if this Agreement is terminated or
is not completed for any reason whatsoever and the Purchaser expressly
disclaims any such interest.


 


20.3        Completion
Date may be extended


 


If for
any reason (other than the wilful default of the Vendor) the Vendor is unable
to give title to and/or possession of any of the Mine Assets to the Purchaser
on the Completion Date then the Vendor may either terminate this Agreement
or (at its option) by notice to the Purchaser extend the Completion Date by a
period of not more than 2 months. The Completion Date may be postponed in
this way more than once, as long as it is not postponed beyond 2 months later
than the original Completion Date.


 


20.4        Terminate
2 months after original Completion Date


 


If
completion still cannot be effected by the Vendor by the date 2 months after
the original Completion Date, then this Agreement will, unless otherwise agreed
between the parties, automatically be terminated.


 


20.5        Consequences
of Termination


 


If this
Agreement is terminated pursuant to this clause:


 


(a)           if the Purchaser is in possession of any of the Mine Assets, the
Purchaser must immediately deliver up possession of the Mine Assets to the
Vendor or to any other person as the Vendor may direct; and


 


(b)           neither the Purchaser nor the Vendor shall have any further claim
against the other arising out of this Agreement.


 


21.          Late Completion


 


21.1        Interest
on Overdue Amounts


 


If for any reason (other than the wilful default of the Vendor):


 


(a)           this Agreement is not completed by the Completion Date; and


 


(b)           the Vendor does not, at or about that time, exercise its right to
terminate this Agreement,


 


then the Purchaser will pay to the Vendor, Default Interest on the
Balance Purchase Price outstanding. Default Interest will be calculated at
daily rates from the Completion Date until the final payment under this
Agreement and will be payable with the Balance Purchase Price.


 


22

















 


22.          Purchaser’s Indemnity


 


22.1        Environmental
Matters


 


The
Purchaser agrees to defend and indemnify the Vendor, the Administrators, the
Mortgagor and the Joint Venture Parties against any and all Claims, losses,
liabilities, damages and expenses whenever made or incurred (including, without
limitation, compensation, fines, penalties, loss of income to the Vendor,
investigation costs, clean up costs and any other actions necessary or
desirable pursuant to any Environmental Law in respect of the Mine Assets and
all legal fees and expenses on an indemnity basis and consultant’s fees,
including those arising by reason of any of the above or in an action against
the Purchaser under this indemnity) arising directly or indirectly from, out of
or by reason of any Hazardous Discharge, Environmental Complaint or
Environmental Event in respect of the Mine Assets which occurs after the
Effective Date.


 


23.          Security bonds


 


For the avoidance of any doubt, any
security bonds which the Department of Primary Industry, Fisheries and Mines,
Northern Territory requires to be lodged in respect of the Mining Leases shall
be the responsibility and liability of the Purchaser.


 


24.          Non-Disclosure


 


24.1        Confidentiality


 


Subject
to this clause, each party shall keep the terms of this Agreement confidential.


 


24.2        Exceptions


 


A party
may make any disclosures in relation to this Agreement as, in its absolute
discretion, it thinks necessary to:


 


(a)           its professional advisers, bankers, financial advisers and
financiers, if those persons undertake to keep information disclosed
confidential;


 


(b)           comply with any applicable law or requirement of any regulatory body
(including any relevant stock exchange);


 


(c)           any of its employees to whom it is necessary to disclose the
information, on receipt of an undertaking from that employee to keep the
information confidential; or


 


(d)           any third party to whom disclosure is required in order to procure
the satisfaction of a condition precedent in clause 3.1.


 


24.3        Additional
disclosures by the Vendor


 


The
Vendor and the Administrators may make any disclosure of the terms of this
Agreement that they think necessary to:


 


(a)           any creditor of the Vendor;


 


(b)           the Joint Venture Parties; and


 


23

















 


(c)           any person having an Encumbrance over the Mine Assets, in
circumstances where the Encumbrance ranks after those of the Vendor.


 


24.4        Public
announcements


 


Except
as required by applicable law or the requirements of any regulatory body
(including any relevant stock exchange), all press releases and other public
announcements relating to the transactions dealt with by this Agreement prior
to the Effective Date must be in terms agreed by the parties.


 


25.          No Merger


 


Regardless of the completion of the sale and purchase of the Mine
Assets under this Agreement, any general or special condition to which effect
is not given by the conveyance and which is capable of taking effect after
Completion of the Asset Transfer shall remain of and in full force and effect.


 


26.          Subsequent sale, assignment or mortgage by
Purchaser


 


If at
any time after the Completion of the Asset Transfer the Purchaser enters into a
contract or arrangement to sell, assign, mortgage or otherwise deal with any of
the Mining Leases (or any part thereof) to a third party (‘Third Party’) the Purchaser must as
a condition of the sale, assignment, mortgage or other dealing obtain from the
Third Party an undertaking that the Third Party acknowledges and agrees to be
bound by clauses 7.1, 7.2, 8.1 and 8.2 as if the Third Party was the Purchaser
under this Agreement.


 


27.          Notices


 


Any notice required to be given under this Agreement by any party to
another shall be:


 


(a)           in writing addressed to the address of the intended recipient shown
in this Agreement below or to such other address as has been most recently
notified by the intended recipient to the party giving the notice:


 


in the case of the Vendor:


 


	
  Address:

  	
  c/- Ferrier Hodgson (Qld)

  	
   

  
	
   

  	
  Level 7

  	
   

  
	
   

  	
  145 Eagle Street

  	
   

  
	
   

  	
  Brisbane QLD 4000

  	
   

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
  (07) 3831 3862

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Mr Peter Geroff

  	
   

  
	
   

  	
   

  	
   

  
	
  in the case of the Purchaser:

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Vista Gold Australia Pty Ltd

  	
   

  
	
   

  	
  c/o Whittens Lawyers

  	
   

  
	
   

  	
  Level 30, 133 Castlereagh Street

  	
   

  
	
   

  	
  Sydney NSW 2000

  	
   

  



 


24

















 


	
  Facsimile:

  	
  (02) 9264 2216

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Mr Michael B Richings

  	
   

  
	
   

  	
   

  	
   

  
	
  in the case of the Deposit Holder:

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Ferrier Hodgson (Qld)

  	
   

  
	
   

  	
  Level 7

  	
   

  
	
   

  	
  145 Eagle Street

  	
   

  
	
   

  	
  Brisbane Qld 4000

  	
   

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
  (07) 3831 3862

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Mr Will Colwell

  	
   

  



 


(b)           signed by a person duly authorised by the sender; and


 


(c)           deemed to have been given and served:


 


(i)            where delivery is by hand,
at the time of delivery;


 


(ii)           where despatched by
facsimile transmission, 24 hours after the time recorded on the transmitting
machine unless:


 


(A)          within those 24 hours
intended recipient has informed the sender that the transmission was received
in an incomplete or garbled form; or


 


(B)          the transmission result
report of the sender indicates a faulty or incomplete transmission; and


 


(iii)          where despatched by security
post, on acknowledgment or receipt by or on behalf of the recipient,


 


but if such delivery or receipt is on a day
on which commercial premises are not generally open for business in the place
of receipt or is later than 4.00pm (local time) on any day, the notice shall be
deemed to have been given and served on the next day on which commercial
premises are generally open for business in a place of receipt.


 


28.          Sale by the Vendor


 


28.1        Contract
with the Vendor


 


The
Purchaser acknowledges that it is contracting with the Vendor and not with the
Administrators. The Administrators shall not be personally liable to the
Purchaser for any act, omission or obligation of the Vendor in respect of this
Agreement.


 


28.2        Personal
Benefit by the Administrators


 


The
Administrators, by their execution of this Agreement on behalf of the Vendor,
also take the personal benefit of any provision and/or indemnity given in
favour of the Vendor under this Agreement.


 


25

















 


29.          Further assurances


 


Each party shall take all such steps, execute all such documents and do
all such acts and things as may be reasonably required by the other party
to give effect to this Agreement and any of the transactions contemplated by
this Agreement.


 


30.          Governing law


 


This Agreement shall be governed by and interpreted in accordance with
the laws for the time being in force in the Northern Territory and each party
submits to the non-exclusive jurisdiction of the courts of or exercising
jurisdiction in that Territory.


 


31.          Non-waiver


 


Neither the failure of any party to enforce at any time any of the
provisions of this Agreement nor the granting of any time or other indulgences
shall be construed as a waiver of that provision or of the right of that party
thereafter to enforce that or any other provision.


 


32.          Stamp duty and costs


 


The parties shall bear their own costs arising out of the preparation
of this Agreement save that the Purchaser shall bear any stamp duty chargeable
on this Agreement and on any instruments required to be entered into pursuant
to this Agreement and the Purchaser indemnifies the Vendor and the
Administrators against the liability for all such stamp duty (including any
penalties or fines).


 


33.          Entire Agreement


 


This Agreement and any other written agreement contains the entire
agreement of the parties with respect to the subject matter and supersedes all
prior understandings and representations between the parties with respect to
the Mine Assets and their sale. Except as set out in that Agreement there are
no representations or warranties that have been relied on by the Purchaser in
entering into this Agreement.


 


34.          Amendment


 


This Agreement may not be amended except by a further agreement
duly executed by the parties.


 


35.          Assignment


 


The rights of the partes under this Agreement cannot be assigned,
charged or otherwise dealt with before the Effective Date.


 


26

















 


36.          Counterparts


 


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


 


27

















 


Executed as an
agreement.


 


	
  SIGNED
  SEALED AND DELIVERED by

  Pegasus Gold Australia Pty Ltd (Subject to

  Deed of Company Arrangement) as mortgagee

  exercising power of sale by Peter Ivan Felix

  Geroff in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Peter Ivan Felix Geroff

  
	
  Print
  Name

  	
   

  	
  Print
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed for and on behalf of Vista Gold

  Australia Pty Ltd by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director
  Signature

  	
   

  	
  Director
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print
  Name

  	
   

  	
  Print
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED
  SEALED AND DELIVERED on

  behalf of Vista Gold Corp:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director
  Signature

  	
   

  	
  Director/Secretary
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print
  Name

  	
   

  	
  Print
  Name

  



 


28

















 


Appendix 1 - Owners of Plant and Equipment


 


	
  Column 1 — Owner

  	
   

  	
  Column 2 - Plant and Equipment

  
	
   

  	
   

  	
   

  
	
  Aussiequip
  Pty Ltd

  	
   

  	
  See Schedule 1,
  together with all of the other plant and equipment situated at the Mine other
  than the plant and equipment which is described or referred to below and
  other than the Mortgagors Plant and Equipment.

  
	
   

  	
   

  	
   

  
	
  Forrestania
  Gold NL

  	
   

  	
  See Schedule 2

  
	
   

  	
   

  	
   

  
	
  Department
  of Business, Industry and Resource Development

  	
   

  	
  See Schedule 3

  
	
   

  	
   

  	
   

  
	
  NT
  Power Generation Pty Ltd

  	
   

  	
  The
  Mt Todd power plant and all plant and equipment which comprises or is
  contained within that power plant.

  
	
   

  	
   

  	
   

  
	
  Third
  party purchasers

  	
   

  	
  The
  plant and equipment:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •      sold by the Vendor (whether in
  its own right or as mortgagee exercising power of sale) to any third parties
  (other than those described above) whether by way of auction or by private
  treaty;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •      otherwise owned by third
  parties other than the Mortgagors.

  



 


29

















 


Appendix 2 – Mortgagors Plant and Equipment


 


	
  Column 1 — Owner

  	
   

  	
  Column 2 - Plant and
  Equipment

  
	
   

  	
   

  	
   

  
	
  Mortgagors

  	
   

  	
  All
  plant and equipment which is required to remain at the Mine for environmental
  management requirements.

  



 


30

















 


Schedule 1 – Aussiequip Pty Ltd


 


31

















 


Schedule 2 – Forrestania Gold NL / Oresearch NL


 


32

















 


Schedule 3 – Department of Business, Industry and
Resource Development


 


33

















 


Schedule 4 – Environmental Deed


 


34