Frederick H. Earnest – Chief Executive Officer John F. Engele – Senior Vice President and Chief Financial Officer

Adam P. Graf – Cowen & Co. LLC

Good day ladies and gentlemen, welcome to Vista Gold’s 2013 Year-End Financial Results and Update on Recent Activities Conference Call. At this time, all participants are in a listen-only mode. Following the presentation, we will conduct a question-and-answer session. (Operator Instructions) As a reminder, this conference is being recorded. Today is Wednesday, March 19, 2014. It is now my pleasure to introduce Vista’s President and Chief Executive Officer and your host, Mr. Fred Earnest. Please go ahead, Mr. Earnest. Frederick H. Earnest: Thank you, Tracy. Good afternoon ladies and gentlemen. Thank you for joining Vista Gold Corp.’s 2013 financial results and first quarter 2014 project update conference call. I am pleased to be joined on this call by Jack Engele, our Senior Vice President and Chief Financial Officer. Also present with us here in Denver is Connie Martinez, our Director of Investor Relations. Since our last call, we’ve taken steps to improve our balance sheet and pay off a substantial portion of our debt. I am encouraged by the 74% increase in our share price since the start of the year and I am gratified that we are outperforming our peers as measured by the GDXJ, which of up approximately 37% in the year. We see signs of improvement in the gold sector and are encouraged by the positive return, nonetheless, we continue to plan for a period of modest gold prices and have implemented significant cost reduction measures at our corporate office and have taken steps to reduce our holding costs at our core asset in Australia. I am satisfied that we are well positioned to weather this downturn in the gold sector and provide significant leverage for our shareholders in the market as the markets improve. 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 Form 10-K 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’ll 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 projects. John F. Engele: Thank you, Fred. Good afternoon, everyone. I’ll start with our statement of income and loss for December 31, 2013. For the year 2013, we have reported a net loss of $59.5 million or about $0.73 a share; the main components of this loss include operating expenses of $22.1 million and unrealized mark-to-market loss of $48.5 million on our Midas shares, offset by a $15.4 million deferred income tax benefit associated mainly with this mark-to-market loss and an impairment charge of $2.5 million, which we took in Q3 2013 on our mill equipment, which is held for sale. Our 2013 operating expenses included approximately $15 million at the Mt. Todd for the remediation of water in the Batman Pit, completions of the preliminary feasibility study and site maintenance and management costs; this represents about a 43% reduction in 2012; this dramatic reduction results impart because we have completed several cash intensive programs in a way of 2013 which started in 2012; these include water remediation in the pit and the pre-feasibility study, but in addition the effects of our 2013 cost cutting initiatives have taken effect as well. Our 2013 operating expenses also included $5.5 million for corporate G&A costs; this is down 32% from 2012. Here again, the effects of our cost-cutting initiatives are evident. Turning now out to our balance sheet and liquidity; our cash and cash equivalents as of December 31 totaled about $5.5 million, our working capital that is current assets net of credit liability as in December 31, 2013 totaled approximately $8.6 million. We had expected to improve our cash and working capital positions at the end of January as part of a receipt of $6 million payments due to us from the Invecture Group related to the sale in Q4 2013 of a Los Cardones project in Baja California Sur, Mexico. Recall that Invecture had the right to elect not to make this $6 million payment in which case the project would be returned at this day and we will keep the $7 million that Invecture have already paid us. Prior to this January payment due date however, we agreed with Invecture to extend the due date for the payment to July 2014. As consideration, the payment due in July has been increased by $250,000 to $6.25 million. Fred will comment more on Invecture and Los Cardones in a few minutes. Because we do not receive that $6 million payment in January, we needed to access other sources of liquidity to bolster our balance sheet. Consistent with our objective of giving priority to non-diluted sources of financing, we turned to our attention of monetizing a portion of our Midas position. In February 2014, we sold 16 million of our 31.8 million shares of Midas or half of our position. This provided us approximately $10.8 million in net proceeds as required by the terms of our loan agreement, we used about $5 million of this to pay down the debt, which now has a balance of approximately $1.3 million. The loan is in good standing and is now due until March 2015. When we arrange the sale of the Midas stock, we agreed not to sell any of our remaining 15.8 million shares for a period of one year. We continue to believe in the Midas story and consider our 15.8 million shares of Midas is currently about 11.2% of the company are full holding for Vista shareholders. After giving effective sale of Midas shares and the related loan repayment, our December 31, 2013 pro forma working capital improves to about $14.5 million including about $11.2 million of cash. Looking ahead, at Mt. Todd, in addition of the completion of total cash in terms of programs, we have eliminated or postponed all discretionary programs at Todd site including exploration drilling. We have introduced several cost reduction programs and we’re continuously alert to further cost reduction opportunities. Recently, we engaged the government of the Northern Territory in discussions about sharing the cost of water management at Mt. Todd site. Fred will have more to say about this initiative in a few minutes. We expect our 2014 burn rate at Mt. Todd to average about $1 million per quarter with seasonal fluctuations assuming we have normal wet seasons in the NT. This forecast is not into any potential cost sharing from the Northern Territory government. Our 2014 corporate G&A burn rate is expected to average less than $1 million per quarter going forward. Through 2014, we will incur relatively modest other costs including debt interest, which will now be immaterial given the current $1.3 million loan balance and with an auction imminent on the Guadalupe de los Reyes project in Mexico, our costs are expected to be in the $100,000 range there for all of 2014. We still have our Colomac mill equipment for sale through A.M. King Industries and based on what we and A.M. King proceed to be a growing sense of optimism in the sector, we think the probability and the timely sale at a fair price is today better than it was through 2013. Even in the absence of a timely sale of the mill equipment, a receipt of the $6.25 million payment from Invecture in July, we believe that our current cash position will be sufficient to fund operations through 2014 and to repay our debt in full. In summary, I think I can say that we are effectively controlling the things that we can control and we have realistic near-term opportunities to attract enough additional cash to fund as well into 2015. That concludes my comments. Fred will now give you an update on our projects. Frederick H. Earnest: Thank you, Jack. I will now provide a brief overview of our projects, starting with the non-core projects and concluding with the Mt. Todd gold project. We converted our interest in the Awak Mas project in Indonesia to Net Smelter Return royalty. We are now entitled to a 2% NSR royalty on the first 1.25 million ounces gold produced and 2.5% NSR royalty on the next one 1.25 million ounces. As a result of converting our interest, we were able to avoid payments of approximately $650,000 to One Asia and to eliminate our requirement to fund 20% of project costs going forward, costs that we would have no control. At the same time, we locked in our shareholders’ ability to participate in gold price improvements and exploration success of the project should the operator One Asia Resources successfully construct an off-rig project. Looking at our Mexican projects and starting with the Los Cardones project, in January, we extended the terms for the payment of the remaining $6 million from the Invecture and now expect to receive $6.25 million at the end of July. We have been advised that Invecture has received an important certificate from the Secretariat of Agrarian, Territorial and Urban Development, formally known as the Secretariat of Agrarian Reform, which removes one important impediment to the filing of the change of forced land-use and environmental permit applications. In addition to funding the current activities of the project, Invecture continues to invest political capital in the permitting activities. We are satisfied that Invecture remains fully committed to obtaining the permits for the project and is doing on in their power to achieve this objective in a timely manner. Moving to the mainland and the Guadalupe de los Reyes project, on January 15, we signed a letter of intent with Cangold Limited. We expect to enter into a formal option agreement prior to April 15 that will allow Cangold to become the owner of a 70% interest in the project by making cash payments totaling $5 million over the next three years in addition to funding the project applications during this period of time. In cash payments, our schedule as follows; $1 million in the first year with $150,000 due at signing, $350,000 due in August and $500,000 due on the first anniversary, $1.5 million due on the second anniversary and $2.5 million due on the third anniversary. In addition, Cangold will have the option to acquire the remaining 30% of the project upon the declaration of a production decision by paying Vista $3 million plus an additional cash premium for any additional measured and indicated resource ounces that are discovered and for certain gold pricing improvements. Turning to our core project in Australia; at the Mt. Todd project, we are making satisfactory progress on obtaining the approval of the environmental impact statement. As part of the customary review and approval process, the northern territory environmental protection authority has requested additional information on various topics. I am pleased to report that we have provided information satisfactory to the EPA and all topics requested to this date except one. The remaining topic requires the completion of an additional field evaluation which is now commenced and is expected to be completed by the middle of May. We expect to be able to present the results of that study by the middle of June and believe that it is reasonable to expect approval of the EIS in the first part of the third quarter. I am pleased to indicate that significant holding cost reductions have been achieved as Jack has mentioned. We have a smaller team at Mt. Todd and that team is focused on our site management responsibilities. As Jack mentioned, we are working with the Northern Territory government on a cost sharing agreement. This agreement will consider water management costs, water remediation and environmental monitoring costs. I believe that the government’s willingness to participate in these discussions and move forward in a positive manner reflects their commitment to the long-term development of the Mt. Todd project. Looking forward, the Mt. Todd gold project is positioned to quickly move forward in an improved gold market. You will recall that in last May, we completed a preliminary feasibility study and the engineering studies that were completed as part of that study were mostly to feasibility study standards except in the areas of process plant piping, electrical and instrumentation design. You will appreciate that this work can be completed fairly quickly, allowing us to obtain new equipment quotes and complete a feasibility study level, financial analysis in a relatively short period of time. The Mt. Todd gold project continues to provide significant leverage to improving gold prices for our shareholders and we believe that the approval of the project EIS will only add to the value creating potential. In conclusion, we remain bullish on the long-term price of gold and believe that Vista continues to provide its shareholders with the exceptional leverage to improving gold prices. We are taking the appropriate steps in this market to position the Mt. Todd gold project, which is Australia’s largest undeveloped gold resource for development at the right gold price. We remain focused on the effective use of financial resources and continue to maintain a solid balance sheet without further shareholder dilution. We believe that in the current market, Vista provides a compelling investment opportunity. This concludes the prepared information that we have for the call and we’ll now be happy to respond to any questions from any participants on this call.

Thank you. (Operator Instructions) And our first question comes from [Indiscernible] shareholder. Please go ahead.

All right, yes. I have owned your stock since you had the mine in South America and since you are before the clone of Allied Nevada. Now I’m noticing within investment community there are numerous analysts that are saying that Vista is a prime takeover candidate. I would like a response from that because I would assume that any type of offer would have to be something that would be of benefit to everyone that own shares in Vista. Frederick H. Earnest: Lobo, thank you for that question and thank you for being a long-term shareholder of Vista Gold Corp. We too have read some of the speculation that’s been published by various different analysts and writers in the marketplace suggesting that Vista might be a takeover target. In this gold market, with share price or market valuations where they are and with Vista controlling the assets that it does, I believe that that is a fair assessment, but we have not to this date had any expressions of interest from any potential suitors. We continued to move forward to positioning the projects that we control to realize the highest possible evaluation in the event that such an offer has to be made and beyond that, I’m not sure that there is much more that I can say. It would be a speculation on my part as much as on the part of the authors that are writing things as to whether we are or not a takeover target, but I appreciate the observation.

Well, when you go into production, I think that for me, that’s the diamond in the rough, to take this project through to production and then you won’t need anybody. Frederick H. Earnest: I agree with you that there is significant revaluation that occurs as projects move from the development phase through construction and into actual production and operation. From the market’s perspective, projects are de-risked by that process. Certainly that’s the kind of increase in valuation that we are striving to reach for you and all of the other Vista shareholders.

Thank you so much. Frederick H. Earnest: Thank you for the question.

Thank you. And our next question comes from Ralph [ph] Wagner with Wagner Investments. Please go ahead.

Yes, good afternoon. Thanks for taking the call and thanks for a very detailed update you have provided. The question I have kind of refresh me on the costs involved. You made some changes, what’s the cost of production or I mean the money needed now to bring the Mt. Todd on-stream? Frederick H. Earnest: Thank you, Ralph. The preliminary feasibility study that was completed last May using a foreign exchange rate of US$1 per AU$1 estimated that the capital costs for developing the Mt. Todd project at 50,000 tonne per day plant and mine capacity was just over $1 billion. The capital for developing a 33,000 tonne per day project was estimated to be $676 million. Today, we find ourselves in a position where the Australian dollar has weakened and the valuation is now approximately $0.90 for the dollar. That has a direct impact on our capital costs. It allows us to lower those costs and we are in the process right now of completing a study to or the work on our model to be able to incorporate the change in the foreign exchange rate to not only the operating costs, but also the capital costs.

So there is no clear number you had in terms of – what the breakeven point would be if it goes into production in terms of total cost per ounce or per ton? John F. Engele: On a total cost per ounce basis and here again, I’m relying on the publicly available information which is the preliminary feasibility study. The average cash costs for the first five years in the large case were $662 an ounce and $773 per ounce life of mine and for the 33,000 ton per day case, it was $676 per ounce for the first five years and $684 per ounce over the life of mine. As we’ve not seen any significant changes in cost of consumables, diesel fuel, energy, we would expect that those costs would decrease as a result of the change in the foreign exchange rate, but at this point in time, I don’t have that information to be able to share.

Let me just ask one question if I may please, that is to do with there are lots of I think what talked about is lots of bond money looking around, the private money coming around, time to find a deal, it’s our bond money, the question I have, is it possible to construct a deal where we have – whatever percent of share of 30% of it and someone else would carry the property through development? Frederick H. Earnest: Ralph, one of the possible development scenarios is to attract an appropriate joint venture partner. It could be through the debt side, it could be through the operating side. Until we see an improvement in the price of gold and a return to favor in the part of the equity markets, it’s hard to say where we will end up on that. What I can’t say is, the banks continue to express strong interest in providing the debt financing for the Mt. Todd project and we continue to believe that we would be able to debt finance 50% to 60% of the project.

Yes, do you like that would be a more profit [ph] or better for the shareholders, I would assume. Frederick H. Earnest: All right, it certainly is one of those things that the management team will look at very closely as we get to the point of making that decision.

Okay, thank you very much. Frederick H. Earnest: Thank you, Ralph.

Thank you. (Operator Instructions) our next question comes from Adam Graf with Cowen and Company. Please go ahead. Adam P. Graf – Cowen & Co. LLC: Good afternoon guys. Thanks for taking my call. Just for the sake of clarity, Fred, could you possibly just summarize the cash inflows that you are expecting from all the various stores in 2014? Frederick H. Earnest: Absolutely, thanks. I’ll defer to Jack. He’s got the numbers right at his fingertips. John F. Engele: Sure. Adam, on the mill equipment, as I mentioned we’ve got there with A.M. King Industries, they are marketing that equipment for us and they are working aggressively on that even as we speak. We are asking $10.95 million for that equipment. We are going to pay a commission, obviously some selling cost of a 10% commission. So we should come out of the mill deal, something under $10 million. We hope not materially below that. The Los Cardones project has Invecture protects their permitting exercise and it comes at July 31, 2014 we expect them to come to us with a payment of $6.25 million. Those are the two principal amounts. We’ve got royalty interest as Fred discussed on the Awak Mas project in Indonesia. We’ve got a royalty interest in our project in Bolivia. Both of those projects are moving ahead with optimism returning to the gold sector in this – there may be interest from other parties or even from the operators to take those royalties out as well. But we have nothing on the drawing boards in that regard, I just throw that on the table because they do represent assets of some value to the company. Frederick H. Earnest: Also, Adam, we do expect to complete the agreement with Cangold and subject to their meeting payment deadlines. There would be $500,000 in payments to Vista in 2014 with another $500, 000 payment made just after the first of the year in 2015. Adam P. Graf – Cowen & Co. LLC: But there is nothing coming in from the Awak Mas or the Bolivia in 2014. Jack F. Engele: Not contemplated at this point in time. Adam P. Graf – Cowen & Co. LLC: Okay, thank you.

Thank you. And there are no additional questions at this time, Mr. Earnest, please continue. Frederick H. Earnest: Pretty well, with no other questions I would just like to take this opportunity to thank everyone for their continued interested in Vista Gold. We appreciate you taking your time this afternoon to join us for this call. And we look forward to being back in touch with you in a couple of months as we report the results for the first quarter of 2014. Thank you everyone and have a very wonderful afternoon.

Ladies and gentlemen, this concludes the conference call for today. We thank you for your participation you may now disconnect your line and have a great day.