Exhibit 10.1


 




	
  

  

  

  

  

  7961 Shaffer Parkway • Suite 5 • Littleton, CO USA 80127

  	
  

  	
  

  

  

  

  

  Telephone: (720) 981-1185 • Facsimile: (720) 981-1186

  
	
   

  	
   

  






 


 


November
7, 2005


 


Mr. Willie McLucas


            Chairman


Luzon Minerals Ltd.


9th Floor, 555 Burrard Street


Box 273, Two Bentall Centre 


Vancouver, British Columbia V7X 1M8


 


Dear Willie:


 


Purchase and Sale of Amayapampa Gold Project 

- Fifth Amendment to Purchase Agreement


 


Further to our agreement dated December 11,
2003, as amended by our agreements dated May 28, 2004, July 29, 2004, January
19, 2005 and July 18, 2005 (collectively, the “Agreement”), which sets out our agreement on the terms on
which Vista Gold Corp. (“Vista”)
has agreed to sell to Luzon Minerals Ltd. (“Luzon”),
and Luzon has agreed to purchase, Vista’s interest in the Amayapampa Gold
Project, this letter confirms our agreement to further amend the terms of the
Agreement in the manner described below. All capitalised terms used and not
otherwise defined herein have the meanings ascribed to those terms in the Agreement.


 


Subject to the approval of
the TSX Venture Exchange with respect to matters relating to Luzon (such
approval to be applied for and obtained within the time periods described
below), we hereby agree to further amend the Agreement as follows:


 


1.                                        Paragraph 1(a)
of the Agreement is hereby amended to replace the reference to “1,000,000
common share purchase warrants” with a reference to “1,500,000 common share
purchase warrants, so it reads as follows:


 


“(a)                            The aggregate
purchase price will be comprised of U.S.$2,700,000, either 3,250,000 or
4,250,000 common shares in the capital of Luzon (“Common Shares”), and 1,500,000 common share purchase warrants
(with the terms described below), and will be payable as follows:”


 


2.                                        Subparagraph
1(a)(iii) of the Agreement is hereby amended to delete sub-subparagraphs (C)
and (D), and replace those provisions with the following:


 


“(iii)                         (C) within five
days of receiving approval of the TSX Venture Exchange, Luzon will issue to
Vista 3,000,000 Common Shares and 1,500,000 warrants, each warrant entitling
the holder to acquire one Common Share at an exercise price of CDN$0.15
(subject to adjustment in the events and in the manner set forth in the
certificate evidencing such warrants) for a period commencing on the date the
warrants are


 





















 


issued
and ending on the earlier of (1) the second anniversary of such date, and (2) the
15th  business day following the date
on which Luzon provides Vista with notice that the closing trading price of the
Common Shares has been CDN$0.25 or greater for a period of 20 consecutive
trading days (the terms of the certificate evidencing such warrants to be
acceptable to Vista acting reasonably).”


 


3.                                       Subparagraph
1(a)(iv) of the Agreement is hereby amended to replace the reference to “U.S.$2,500,000”
with a reference to “U.S.$2,600,000”, so it reads as follows:


 


“(iv)                        Within five
days of the date that is the earlier of (A) December 1, 2006 or (B) the date
that Luzon completes obtains financing sufficient to commence construction at
the Amayapampa Project, Luzon will pay to Vista U.S.$2,600,000. Any unpaid cash
portion of such payment will accrue interest at LIBOR plus 2% per month.”


 


Luzon hereby agrees to use
all commercially reasonable efforts to apply for and obtain the approval of the
TSX Venture Exchange with respect to all matters relating to Luzon referred to
in this letter (including but not limited to the issuance of the 3,000,000
Common Shares and 1,500,000 warrants referred to in section 2 of this letter)
as soon as possible after the date of this letter and in any event, agrees to
file a written application for such approval with the TSX Venture Exchange, and
to provide Vista with a copy of such application, within five business days of
the date of this letter. Unless otherwise agreed by Vista in its sole
discretion, Vista’s agreement to amend the Agreement as outlined in this letter
is conditional upon Luzon obtaining the written approval of the TSX Venture
Exchange with respect to all matters relating to Luzon referred to in this
letter or otherwise in the Agreement, by no later than November 21, 2005.


 


Yours truly,


 


	
   

  	
  VISTA
  GOLD CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael B. Richings

  	
   

  
	
   

  	
  Michael B. Richings, 

  President and CEO

  	
   

  
	
   

  	
  Agreed to and accepted as
  of this 7th
  day of November, 2005

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LUZON MINERALS LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Willie McLucas

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
  Name: Willie McLucas 

  Title: Chairman

  	
   

  
				



 


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