Fred Earnest – President and CEO Jack Engele – SVP and CFO

Marco Rodriguez – Stonegate Securities Brian Post – ROTH Capital Partners Jeff Wright – Global Hunter Securities Adrian Day – Adrian Day Asset Management Joseph Reagor – Global Hunter Securities

Good day, ladies and gentlemen. Welcome to Vista Gold Corp’s second quarter financial results conference call with management. At this time, all participants are in a listen-only mode. Following the discussion, we will conduct a question-and-answer session. (Operator Instructions) As a reminder, this conference is being recorded. Today is Friday, August 10, 2012. It is now my pleasure to introduce your host, Mr. Fred Earnest, President and Chief Executive Officer. Please go ahead, Mr. Earnest.

Thank you, Valerie (ph). Good morning, ladies and gentlemen. Welcome to Vista Gold Corp’s second quarter results and corporate update conference call. I am pleased to be joined on this call by Jack Engele, Senior Vice President and CFO who joined our team at the end of May. In general terms, the last six months have been very difficult for the junior gold miner sector with explorers and developers both suffering significant devaluations. I am pleased to report that Vista has fared much better. Since January 1, 2012, we have seen a 3.6% decrease in the value of our shares compared to a 1.2% increase in the price of gold since the start of the year. And since July 1, 2011, we have seen an increase of 12.7% compared to a 9% increase in the price of gold for the same period. While we are pleased to be outperforming most of our peers, we are not satisfied with our share price and continue to work to increase shareholder value. We continue to enjoy the strong support of our shareholders and believe that the execution of our business plan will result in increased shareholder value as the second half of the year progresses. In the course of this call, we will be making forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vista to be materially different from any future results, performance or achievements expressed or implied by such statements. Please refer to our latest Forms 10-K and 10-Q for a detailed discussion of risks and other important factors that could cause actual results to differ materially from those in our forward-looking statements. I will now turn the time over to Jack Engele. Following his discussion of the financial results, I will provide an update on the status of our core projects.

Thank you, Fred. Good morning, everyone, and thank you for joining us. I’d like to start by summarizing our recent financing. After the end of the second quarter on July 30th, despite the difficult market, we closed a private placement equity offering which provided $15 million gross proceeds to the company. This was done through the sale of 5 million units mainly to long time Vista shareholders and supporters. The units were priced at $3 US per unit. Each unit was comprised at one common share and one-half warrant (ph). Each full warrant will entitle the holder to purchase one common share at a price of $3.60 US for a period of 24 months. In connection with this private placement, we’ve paid cash commission of $500,000 and issued 166,667 compensation warrants to certain finders in respective subscriptions for approximately 3.33 million units or about two-thirds of the total placement. The compensation warrants have an exercise price of $3.18 for a period of 24 months. We use the net proceeds from this private placement to continue our technical evaluations, engineering studies, exploration and resource conversion drilling and water treatment at our Mt. Todd gold project and for general corporate purposes as well. Looking at our balance sheet for June 30th, our cash and cash equivalents before the $15 million capital raise totaled $7.5 million. This didn’t include certain liquid investments. This is down $7.3 million net in the quarter, up to $7.3 million cash used in the quarter. We used $6.6 million for drilling, permitting and development activities at our Mt. Todd gold project and for the exploration and preliminary economic assessment work at the Guadalupe de los Reyes gold-silver project. We also used $1.8 million for general and administrative expenses and during the quarter the company received $1.1 million for the exercise of warrants. Our working capital as of June 30th totaled $7.1 million. On a Pro Forma basis, when we include the net proceeds of the financing, this working capital number would have been about $21.5 million. We continue to be debt free. The fair value of our investment in Midas Gold Corp was $77.5 million in June 30th. This is marked down to market value from a $112.5 million value at the end of March. This decline in value of the Midas shares appears to be systemic, very consistent with the growing disconnect between gold sector values and the gold price. Turning now to our statement of income and loss, we reported a net loss of $30.5 million or $0.42 a share for the three months ended June 30, 2012. The principle component of this loss is the unrealized $35 million mark-to-market loss and our investment in Midas that I just discussed. And this loss is partially offset by a $13.2 million deferred tax benefit. I want to emphasize that both of these are non-cash transactions. Other factors contributing to our 2012 loss include our activities at Mt. Todd and Guadalupe de los Reyes where we expensed a total of $6.8 million during the quarter. You may recall that under US GAAP we currently expense all of our exploration costs, including those at Mt. Todd. We also incurred corporate G&A expenses of about $2 million during the quarter. These exploration and G&A costs include about $1 million in non-cash stock-based compensation expense. Just a follow-up comment about our reported net earnings in Q2 2011, last year this quarter we reported net income of $47.8 million. This income was principally a result of the unrealized gain of approximately $78 million that was recognized when we closed the combination with Midas in April 2011 and that gain was partly offset by a $23.6 million deferred tax. That concludes my comments on the financial results. Fred will now give you an update on our operating and project activity.

Thank you, Jack. Before discussing the projects, I would like to mention a couple of personnel changes. In addition to Jack’s appointment as CFO in May, Seth Foreman was appointed Vice President of Corporate Development and joined the Vista management team in July. Seth was previously the Director of Investor Relations and Business Development at General Moly Inc. We are pleased to have both Jack and Set on our team. Additionally, we have recently promoted John Roselle (ph) from Vice President of Technical Services to the position of Senior Vice President. In this new role, John will lead all of our technical teams and will report to the CEO. I would first like to talk about the Mt. Todd gold project in Northern Territory, Australia. The resource conversion drilling program, which we initiated in November 2011 is ongoing and we continue to announce results of the drilling program as they become available. I would encourage you to visit our corporate website at www.vistagold.com and view the results of the drilling announced to date. There you will find cross sections that show the drill holes and the asset results down home (ph). In June, we announced our decision to stop work on the feasibility study for a 30,000 ton per day project and immediately begin work to complete a definitive feasibility study for a much larger project, which at the time we define as a project with a daily plant throughput in the range of 40,000 to 45,000 tons per day. We are now looking at a project possibly as big as 50,000 tons per day. This decision was the result of the favorable results the resource conversion drilling program. We expect to announce the results of an interim resource estimate next month which will be based on the drill results available as of August 3rd. We are moving forward with much of the design work for the feasibility study but, with drilling still in progress, it appears most likely that the definitive feasibility study will be completed early next year. In addition to the drilling program and our decision to change the scope of the project in the second quarter, we announced the results of preliminary metallurgical tests completed on samples taken from the existing heap leach pad at Mt. Todd. Based on the favorable results of those test, we initiated one set of column leach tests in late May and another set of tests in early June. These tests are scheduled for completion later this month with results expected the latter part of September. We have initiated a scoping study to evaluate the potential for a standalone leaching project as part of our development plans for Mt. Todd. Finally, we are preparing to initiate the (inaudible) treatment of water that has been stored in the Batman pit and hope to begin discharging treated water during the wet season late this year. This is a significant development as de-watering the Batman pit is a precursor to development of the project and demonstrates our commitment to responsible environmental stewardship. Switching to the Guadalupe de los Reyes project, many of you are aware that yesterday we announced the results of 25 drill holes and several deposits. These drill results are from the resource confirmation drilling program and, together with previously announced results, will be used to complete a new resource estimate which will be incorporated into the preliminary economic assessment currently in progress. Early metallurgical testing indicates that the mineralized material in the district responds favorably to crushing and grinding followed by sinodation (ph). Flotation tests have recently been completed as part of our program to optimize the recovery of silver while maintaining the excellent gold recoveries. We expect to complete the preliminary economic assessment early in the fourth quarter and intend to define the scope and objectives of the next phase of drilling at that time. With regards to non-core projects, we look forward to the results of the preliminary economic assessment that Midas Gold Corp is expected to announce later this quarter for the Golden Meadows project in Idaho. We are pleased with the progress that the Invecture group has made at the Concordia project in Baja California Sur, Mexico. As we gain a better sense of when permitting will be completed for that project, we will provide appropriate guidance to the market. In conclusion, we continue to focus the majority of our efforts on the development of the Mt. Todd project in Australia. We are in the process of hiring a general manager for the project. We are excited about the results of the resource conversion drilling program in addition to the results of the new resource estimate we expect to be able to announce the results of the (inaudible) test and the scoping study for the standalone heap leach program later this year. At Guadalupe de los Reyes, we are looking forward to the completion of the preliminary economic assessment. We expect this to lead to additional drilling and plan to define our ongoing program based on the results. We, as indicated previously, we expect the definitive feasibility study for the Mt. Todd project to be completed early in 2013. Finally, I would like to take this opportunity to thank those investors who made the recent financing possible. At this time, we will answer any questions that participants in the call may have.

Thank you. (Operator Instructions) And our first question comes from Marco Rodriguez of Stonegate Securities. Please go ahead. Marco Rodriguez – Stonegate Securities: Good morning. Thank you for taking my questions. I was wondering if you guys could provide an update on the Mt. Todd environmental permitting process.

Absolutely. Good morning, Marco. With the decision to rescope the feasibility study, obviously the environmental permitting process has changed slightly. At the time that the announcement was made to rescope the feasibility study and to begin to evaluate a much larger project, we had just completed the baseline data collection for the 30,000 ton per day case. The new project or the project contemplated for a larger project will involve a larger waste rock dump. It will involve a larger tailings and pump (ph) facility and also a raise of the fresh water storage reservoir. Those expansions will require, in some cases, additional baseline data collection. We are working with the government right now to determine if it will be possible to submit a – the environmental impact study in two stages: one, which would contemplate the impacts to the project for the first eight, 10 years of the project life and then an amendment to be filed within six to eight months that would provide the impact assessment for the remainder of the project life. At the present time, I’m not sure whether that would be – that plan would be accepted or not. If it is not accepted, we would expect to be in a position to file the EIS (ph) sometime soon after completion of the feasibility study early next year. Marco Rodriguez – Stonegate Securities: Okay, understood there. And then I was wondering if you could just a little bit more, perhaps a little more color regard to Invecture and Concordia. Your prepared remarks, you mentioned that you’re pleased with the progress. Can you kind of help us understand a little bit more what’s kind of making you pleased there?

Absolutely. Invecture, as expected, as brought to the table a considerable amount of expertise in dealing with the Mexican government as well as political capital and a willingness to work through issues. We have seen on an ongoing basis the results of their political connections and their ability to move through the system in Mexico. They have gained the support of officials in Mexico City and also in Baja California Sur. It’s our understanding that we are coming close to being able to present the applications for a new change of line use permit and also a new project environmental permit. The exact date of those filings have not been disclosed to us but I am pleased with the work that they have done to lay the groundwork for those submissions and I think that as a result of that groundwork that we will see favorable results come from those applications. That’s the reason that I’m pleased with the progress that they’ve made. We have seen improvements in perception of the project in – locally within Baja California Sur and have received good feedback from political leaders in the state of Baja California Sur. You’re aware that elections were held recently and that later this year we’ll see a change in the presidency in Mexico. Invecture has already initiated their political relations work with the team of the new president and I believe that they will continue to enjoy continued support and good relations with the new administration. Marco Rodriguez – Stonegate Securities: Okay. That’s helpful. And then one last quick question here. Operating expenses in the quarter were about $9 million. Is that a pretty good expectation for the remainder of the year on a quarterly run rate basis?

Marco, the answer to that question depends entirely on our progress with the de-watering at Mt. Todd. As we move forward, we expect that that will actually be a little bit higher because the de-watering program in and of itself is about $8 million. Drilling is winding down. We’re not drilling at Guadalupe de los Reyes presently and we expect in the next six weeks or so that we will finish drilling at Mt. Todd as well. So there are some offsetting factors but the de-watering program, the water treatment program followed by de-watering at Mt. Todd is a significantly higher expense than what we’ve experienced in the past. Marco Rodriguez – Stonegate Securities: Got it. Thanks a lot, guys.

Thanks, Marco.

Thank you. And our next question comes from Brian Post of ROTH Capital Partners. Please go ahead. Brian Post – ROTH Capital Partners: Good morning, guys. Thanks for taking my question. Looking at Guadalupe, are you guys prepared to give us any more detail about what some of those operations may look like as far as possible throughput, looking at metallurgy, what type of recoveries you’re getting? Any detail there will be helpful, thanks.

Good morning, Brian. With regards to Guadalupe de los Reyes, this will be an open-pit project that will provide or to a crushing-grinding CIL or CIP circuit. There may or may not be flotation. Recoveries that we’ve seen so far, gold recoveries in the low to mid 90% range, silver recoveries in the mid 60% range. We think that flotation may help us get silver recoveries up into the 80s and we’re waiting for the final results of that. Project throughput has not yet been determined but that will be something that will be finalized as the feasibility study progresses – I’m sorry, as the preliminary economic assessment progresses and we’ll nail down those numbers. Brian Post – ROTH Capital Partners: Building on that, any thought to possibly staging production that you get the crush and grind with the CIL and then float later? Is that – from an engineering standpoint, is that feasible to possibly get cash flow and production quicker and then go back in and capture any other silver that’s left behind?

Actually, the idea of the flotation circuit would be to have the flotation circuit preceding the cyanide lease (ph) to get the material out of the waste rock and into a lease circuit prior to its deposition of and the tailings of (inaudible) facility. So the answer to your question is no. This is something that if we proceed with the idea of having a flotation circuit, it would be integral to the project. Where there may be the opportunity for a stage project is along the lines of initiating the project with the known open (pit bull) resource and then advancing to a higher grade, underground resource, which is still a possibility. The drilling program that was completed in May, while primarily designed and focused to confirm the resources so we can develop a new 43101 compliant resource estimate, we did drill several holes trying to understand the deeper part of the system. Two of those holes drilled into the deeper portions of the stock work. One of the holes did intersect what we had hypothesized underlies the stock work which is a higher grade, consolidated vein system. And we saw it over a five-meter down hole, drill hole length which is probably a 1.5 to two-meter true thickness, gold grades around two grams per ton and silver grades in excess of 700 grams per ton. We continue to believe that there may be the potential for a very significant underground deposit associated with the district but that will be the subject of future drilling. So that’s a potential for stage development at Guadalupe de los Reyes is open-pit being fed later by higher grade ore if we’re able to confirm such with subsequent drilling. Brian Post – ROTH Capital Partners: Great, that’s helpful. And then one more question about Mt. Todd, if I may. Talking about the possibility of scaling up to a 50,000 ton per day versus numbers that have been talked about in the past, what’s the potential impact on CapEx to take it up from even the 40,000 to 45,000 to 50,000? Is it linear? I mean, would it be easier to get to 50,000 from say 40,000 than it was from getting from 40,000 back from 30,000?

Brian, that’s a great question. The capital costs for the project are not linear. As we go from the contemplated 30,000 ton per day operation to a project that’s somewhere between 40,000 at a maximum size of probably 50,000 tons per day, the number of pieces of equipment don’t double or nearly double as one might expect if we were looking at a linear relationship. We believe that the primary crusher will – that we will increase the size of it but we’ll still only have one unit. In the secondary crushing stage, we will have two secondary crushers instead of one. At 40,000 tons per day we were probably looking at smaller crushers. At 50,000 it would probably be at – it would be two crushers the same size as contemplated in the 30,000 ton per day case. The high pressured grinding rolls (ph) we would see the same relationship. We would go from one high pressured grinding roll to two and the size of those would depend on the total throughput for the project. The number of ball mills will increase from the contemplated two ball mills in the 30,000 ton per day project to a maximum of four ball mills. So and then there will be – the total meter chip conveyor belts remains essentially the same with some addition as a result of the second line of secondary and tertiary pressure, the HPGR. But the difference would be that the width of the belts would increase to handle the increased volume. So it’s not a doubling of the plant capital costs. Given the fact that we are very early in the stages, I think it would be erroneous for me to try to project what the capital costs will be but there is a method that’s frequently used to take capital costs and to escalate them by using a ratio of the throughput raised to the power of 0.6. That is a rule of thumb. It may help you get to a number that will help you estimate what the capital costs might be. Brian Post – ROTH Capital Partners: Great. Thank you.

Thank you. And our next question comes from Jeff Wright of Global Hunter Securities. Please go ahead. Jeff Wright – Global Hunter Securities Hey, good morning, Fred. Thanks for taking my question. A couple quick follow-ups; on the water discharge at Mt. Todd, when do you anticipate that would be complete to drain the pit? How long do you think that would take totally?

Jeff, assuming that we have a normal wet season, it’ll take two wet seasons to complete. The way the discharge system has been proposed is that we will treat the water in the pit to improve the water quality. We will then be able to discharge meeting certain criteria such as dilution ratios, et cetera. Those dilution ratios are entirely dependent on the flow and the river. If we have a slightly wetter than normal wet season, we’ll be able to discharge more water and discharge it faster. If we have a dryer wet season, obviously the amount of water we’ll be able to discharge will be slightly less. But based on an average wet season, we expect that we’ll be able to discharge and de-water the pit over a two-year period completing the discharge or the de-watering of the pit in the spring of 2014, i.e. the end of March or early April. Jeff Wright – Global Hunter Securities: Okay. So we should be thinking of $8 million expense up front and what type of expense will we think for 2013, 2014 based on the water discharge project?

It’ll be pumping costs and the costs will likely be in the range of $2 million to $2.5 million operating expenses for pumping the water from the pit. Jeff Wright – Global Hunter Securities: Okay. Then second follow-up question on Guadalupe; PA is still on track for late Q3 or Q4? What’s the timing on the PA there?

It’ll be early fourth quarter. Jeff Wright – Global Hunter Securities: Okay, early Q4. And what’s my other questions. I think that’s about it for me. Okay. Thanks a lot.

Thanks, Jeff.

Thank you. (Operator Instructions) And our next question comes from Adrian Day of Adrian Day Asset Management. Please go ahead. Adrian Day – Adrian Day Asset Management: Yes, it’s Adrian Day. Hi. Well, most of my questions have really been answered. But I just had a couple of specific additions, if I may. On Mt. Todd, I just wondered with the project getting bigger – I just wondered if there’s been any kind of interest or active interest from any Australian companies or senior companies perhaps looking at it as a possibility of acquiring it.

Adrian, there has been some interest. Presently we believe that the greatest value for the project will not be realized – or the greatest interest in the project will not be realized until after we complete the feasibility study and then after we have obtained the permits. There have been some expressions of interest, a couple that we believe are reputable. There have been several inquiries from companies who’s – for example, one company whose market cap is $9 million inquired as whether Mt. Todd were for sale. So there’s some opportunistic inquiries but there have been a few that we think are reputable. Adrian Day – Adrian Day Asset Management: Okay, great. And the other question, if I may, was just to sort of get a little more on the balance sheet, my phone line went bad. You’re looking at a run rate of about $9 million a quarter? And I understand the thing about the de-watering and so on but was that the run rate we were looking at?

Yes, Adrian. It’s running about $9 million a quarter. Adrian Day – Adrian Day Asset Management: Okay. So can you just help me – can someone just kind of help me? We’ve got about $22 million now. That’s about $9 million quarter. I don’t know if there’s any warrants that we think are going to be exercised in the next six months or – can you just help me look at the next six or nine months from the point of view of cash in, cash out?

Absolutely. Thanks for the question, Adrian. At the present time, I think the best answer is that all options are on the table and when I say that, you’ve referenced warrants. There are warrants that could come into play at a share price of $5.5 roughly. That’s the price at which we could force the exercise of those warrants. That will go up after the middle of October. The second option is obviously we have a very significant investment in Midas Gold Corp and while we are not perhaps very interested in selling at today’s market price for Midas, we recognize that this is an investment. We do not intend to be holders of Midas stock when they go into production sometime in the next five to six years. There is also the possibility of another financing late this year or later this year depending on what market conditions are. So at the present time, Adrian, we are – we have the cash that we need to undertake the activities in our business plan for the remainder of this year. We will be monitoring market conditions generally and with regard to interest in our stock and with regards to interest in Midas stock as we make a determination as to how to assure that we have the adequate financial resources going forward. Adrian Day – Adrian Day Asset Management: Okay, okay. Thanks, great.

Thank you. And our next question comes from Joseph Reagor of Global Hunter Securities. Please go ahead. Joseph Reagor – Global Hunter Securities: Hey, guys, just one follow-up thing on Mt. Todd. If we’re looking at a possibility of increasing to 40,000 or 50,000 tons per day should we expect to see a similar jump in the resource space? And if so – I don’t know what magnitude it is – but is it going to be more a basis of including stuff that would normally have not been economic previously but higher gold (ph) prices make it so or new discovery?

Joseph, thanks for the question. As I indicated, we will be completing and expect to announce the results of a resource estimate which I will clarify will be an interim resource estimate because drilling is ongoing. And as we complete the feasibility study there will be a final resource estimate. The new resource is growing as the result of the conversion drilling program. We’re converting inferred resources to indicated and measured resources. Some of those lunches are being converted inside of the pit shape. Some are being converted in the shell immediately below what was the economic pit for the 30,000 ton per day case and are immediately below that pit shape. The – we have not changed the cutoff grade from the date of our pre-feasibility study. You’ll recall that the pre-feasibility study published in January of 2011, used a 0.4 gram per ton cutoff. We have not lowered that and will not be lowering that cutoff grade as part of this resource estimate. We’re not trying to add ounces through lower grade. The ounces that are being added are being added because we are providing greater amounts of information, closing drill hole spacings, providing greater drill hole density and the drilling program was designed based on the results of the previous model, previous drill hole results and the work that was completed as part of designing the pit for the 30,000 ton per day feasibility study. I might add that another reason why we have not and will not consider lowering the cutoff grade for the project is that just statistically we see some things happen when we get down close to 0.3 grams per ton where we all of a sudden have a significant increase in the amount of material that would be classified as above cutoff if we let the cutoff go to that point. It is not our objective to have a large mine that processes a lot of low grade for very marginal return. It’s our intent to have a project that generates a good rate of return and that the tons that go to the mill pay for themselves and generate revenue. So the cutoff grade has stayed at 0.4 grams per ton. I will just give you the advice, the guidance, to look for the results of the resource estimate. I’m not going to tell you what kind of an increase we’re expecting but other than to say that we have been very pleased with the results of the drilling program and if you look at the cross sections, I think you’ll understand why we’re very optimistic. Joseph Reagor – Global Hunter Securities: All right, thank you for the color.

Thank you. There are no further questions from the phone lines. Please continue.

Well, Valerie, it appears that we have no further questions, so I’ll take this opportunity to thank everyone who has joined the call today. There have been many of you on the call. We appreciate your interest. We appreciate the questions that have been asked and we encourage you to continue to watch the Vista Gold story as it unfolds going forward through the remainder of the year. I’m personally looking forward to the results that – as they come in and I believe that you will find them to be very exciting as they are announced. So with that I’ll close the call and thank each of you for taking the time to join us this morning.

Thank you. Ladies and gentlemen, this does conclude your conference call for today. We thank you for your participation. You may now disconnect your lines and have a great day.