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

Brian Post – Roth Capital Partners Marco A. Rodriguez – Stonegate Securities, Inc. Joseph Reagor – Global Hunter Securities

Good day, ladies and gentlemen. Welcome to Vista Gold’s Third Quarter Financial Results and Update on Recent Activities. 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 Monday, November 5, 2012. It is now my pleasure to introduce your host, Mr. Fred Earnest, the President and CEO of Vista Gold. Please go ahead, Mr. Earnest. Frederick H. Earnest: Thank you, Alicia. Good afternoon, ladies and gentlemen. Welcome to Vista Gold Corp’s third quarter results and corporate update conference call. I am pleased to be joined on this call by Jack Engele, our Senior Vice President and Chief Financial Officer. In general terms, the third quarter was significantly more positive for the junior gold miner sector than the first half of the year. Price of gold increased approximately 14% during the quarter and our share price improved by approximately 24.7% in the same period. At the end of the third quarter, our share price was up 18.2% since the start of the year compared to a 16% increase in the price of gold and significantly better than most of our peers. 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. John F. Engele: Thank you, Fred. Good morning, everyone. Thank you for joining us. I’ll start on with our balance sheet for September 30, 2012. Our cash and cash equivalent increased a net of $7.4 million in the quarter, we finished quarter at $14.9 million. During the quarter, we closed a private placement equity offering which provided $14.2 million net proceeds to the Company. During the quarter, we used about $5.8 million in our exploration programs, most of this at Mt. Todd, our gold project in Australia, where we were working on drilling, permitting, water treatment, technical evaluations and engineering studies. We used a small amount of that $5.8 million, about $400,000 to complete the resource estimate at Guadalupe de los Reyes gold-silver project in Mexico. We also used about $1 million excuse me for general and administrative expenses. The Company has no debt. As Fred mentioned, junior equity values generally improved during the third quarter and Midas gold was no exception. The fair value of our investment in Midas increased $29.1 million to a mark-to-market value of $106.6 million on September 30. Our working capital as of September 30, totaled $122.3 million, this is a $105.4 million increase from the working capital balance at 12/31/11. The largest component of this increase is the reclassification to current assets during the third quarter of the fair value of our investment in Midas. Our lock up on the Midas shares expires in July of 2013, so we can begin now to consider how best to integrate this asset into our financing plans. Turning now to our statement of income and loss, we reported net income of $12.3 million or $0.16 a share for the three months ended September 30, 2012, a principle component of this income is the unrealized $29.1 million mark-to-market gain on our investment in Midas and this was partially off set by a $12.3 million differed tax mostly associated with the gain. I should point out that both the mark-to-market gain and the deferred tax are non-cash. We expensed a total of $6.3 million during the quarter for exploration and related work, mainly at Mt. Todd, and a small portion at Guadalupe de los Reyes, as I’ve mentioned. Recall that under U.S. GAAP, we expense all of our exploration costs. We also incurred corporate G&A expenses of $1.7 million during the quarter. These exploration and G&A expenses include a total of about $1 million in non-cash stock-based compensation expense. That concludes my comments on our financial results. Fred will now give you an update on our projects. Frederick H. Earnest: Thank you, Jack. I would first like to talk about the Guadalupe de los Reyes resource estimated results that were announced this morning. Following surface recognizance and detailed geologic surface mapping, we undertook a 7,200 meter conformation core drilling program at the Guadalupe de los Reyes project. Nearly all of the previous drilling was completed using reverse circulation drilling, which supported the interpretation that the mineralized zones were lower-grade, bit more expensive in the upper limits of the stockwork. We now realize that this interpretation was not accurate. The core drilling indicates that the mineralization in the district is cofined to more discrete veins and stockwork systems than previously thought. Our drilling and metallurgical evaluations have led us to several important conclusions: first and most important is that the potential for a high-grade gold vein style of mineralization at dept with bonanza silver grades is very real. Second is that the mineralized material responds very favorably to conventional crushing, grinding and cyanidation treatment. Third is that with pure tons and higher-grade the scope of the project needs to be reconsidered. This obviously impacts our schedule for the completion of a preliminary economic assessment. In addition to evaluating the scope of the project, we are evaluating the need for additional drilling prior to completing the preliminary economic assessment. While the reduction in ounces was not the anticipated result of this drilling program, I believe that we are now in a better position to make decisions regarding future work on the project. While material on project basis, the reduction in ounces is immaterial on a corporate base and represents only 1.5% decrease in total ounces of the company comprised of a 1.1% decrease in indicated resource ounces and a 4.1% decrease inferred resource ounces. We continue to be encouraged by the long-term potential of this exploration stage project. I’d now like to turn your attention to more important results from the Mt. Todd gold project in Northern Territory, Australia. On September 4, we announced the results of an interim resource assessment for the project. This resource has not incorporated the results of drilling received prior to August 3 and reported an increase of 1 million ounces of measured and indicated resources and a decrease of 519,000 ounce of inferred resource, nearly all of which was reclassified to measured or indicated. As a result, we now estimate the Mt. Todd project to contain just over 7 million ounces of measured and indicated resource ounces and just over 2 million ounces of inferred resources based on data compiled by the National Resource Holdings Research Group. Mt. Todd is one of the 40 largest undeveloped gold mines in the world and the largest undeveloped gold resource in Australia. Due to the fact that drilling is ongoing, we expect continued resource growth prior to the completion of the feasibility study. We continue to announce results of the drilling program as they become available. And I would encourage you to visit our corporate website at www.vistagold.com to view the results of the drilling that’s been announced to date. On October 22, we announced our strategic for the development of the Mt. Todd project. Since June, we have completed internal scoping level evaluations of project sizes raging from 30,000, 35,000, 40,000, 45,000, 50,000 and 55,000 tons of ore per day. Most recently these evaluations have been completed using the new resource model. We have concluded that the optimal strategy involves the construction of an initial 30,000 ton per day operation. Initially the cut-off grade will be raised to 0.50 gram of gold per ton allowing the initial project capital to be paid off in the first three to four years. After payback of initial capital, it our plan to expand the plan to 45,000 tons per day and lower the cut-off grade to 0.4 grams gold per ton. This strategy offers the benefits of minimizing the initial project capital and enhancing the early project cash flow while preserving the flexibility to maximize the utilization of the resource. As a considerable amount of work has been completed during the last several months, we have decided to complete a preliminary feasibility study based on this development strategy with results expected in early January 2013. With drilling expected to wind down in the next couple of weeks, we expect to have a final project resource estimate in early February 2013, which will be incorporated into the feasibility study in which we expect to constitute the only significant change as we move from the preliminary piece of the lease study to the completion of the feasibility study. At this time, we’re projecting that the feasibility study will be completed mid second quarter 2013. We continue to evaluate the possibility of restarting the Heap Leach Pad. Metallurgical test have been favorable. We are presently undertaking testing to determine the in-place density of the heat and to assess the permeability of the Heap in its present state. Based on the results of water quality analysis from the monitor wells around the Heap, we believe that the liner under the heap is intact. Our next step will be to run a series of dye test to confirm the wire, while we continued to be encouraged by each successive round of test results. I’d encourage everyone to be cautious in assigning value to the Heap Leach project at this early stage. With regards to site operations, I am pleased to note that in-situ treatment of the water stored in the Batman pit has started and we project the treatment will be completed in late December. We have recently concluded stakeholder and community meetings in Australia to explain the process for treating the water and reaffirm our commitment as stewards of the environment at Mt. Todd project. On a personnel note, we have hired a General Manager for the Mt. Todd project. He is expected to start in this role on November 15, and we will make a formal announcement on that day. In conclusion, we continue to focus the majority of our effort on the development of the Mt. Todd project in Australia. We are excited about the results of the resource conversion drilling program, and are confident that we have identified the optimal development strategy for this project. At this time, we will answer any question that participants in the call may have.

(Operator Instructions) Your first question comes from Brian Post. Please go ahead. Brian Post – Roth Capital Partners: Good afternoon. Thanks for taking the call. A quick question on upcoming capital expenditures, could you give us an idea about what’s coming along with the water treatment program, the drilling, all the study preparation over the next two quarters and how that compares to your current cash position? Frederick H. Earnest: Hi, Brian, thanks for the question. Our capital expenditures are, the biggest single component is the water treatment in Batman pit at Mt. Todd. We had budgeted approximately $9 million for that project starting at the end of the third quarter. That will continue through. Some of that money has already been spent as we have initiated water treatment and are in the process of initiating construction of the discharge pipeline pumping and electrical system upgrades. The other principle capital expenditures are related to studies and the completion of drilling. As we indicated, drilling will be winding down in the next couple of weeks at Mt. Todd. The preliminary feasibility study will be winding up right at the end of December, the first week of January and then will be moving to the feasibility study. At this point, we have not presented additional drilling to the board for approval that would be subject approval of the 2013 budget, so we have approximately $9 million in water treatment, some of which has been spent, pre-feasibility study is going to ranch right around $450,000. The feasibility study expenses will be in total around $2 million little more than that. But those will continue on through the end of the first quarter and into the middle of the second quarter. That’s the biggest capital items or capital expenses that we have looking forward for the next two quarters, Brian. Brian Post – Roth Capital Partners: Okay. Thank you.

Your next question comes from Marco Rodriguez. Please go ahead. Marco A. Rodriguez – Stonegate Securities, Inc.: Yes, hi, I have one quick question here just kind of circling back on the Water Loop A project. I apologize if you’ve already covered this. I got on the call late. Is there a time line or time frame where you think you will be able to make the assessment on whether you expand drilling or go with the PA? Frederick H. Earnest: We will make that announcement prior to the end of the year. Right now we are just, we wanted to get the results of the resource estimate out there as we completed that work last week. And we’re still trying to assess what is the best path or whether we continue on with a PEA for a project that’s probably something on the order of 50,000 ounces per year production which is about two-thirds of what we were targeting or do we step back and undertake some drilling to step out in fill and hope to build the resource and up where they’re slightly larger project. We’ll make an announcement before using. Marco A. Rodriguez – Stonegate Securities, Inc.: Okay. And then just a real quick follow-up in regards to previous question, the $9 million expenditures for water treatment, you expect that to be kind of spent evenly over a period of time or how should we think about that? John F. Engele: It's going to be spent about two-thirds between now and the end of the year or well two-thirds is dedicated to the treatment of water, one-third is the construction of the discharged system and the operation of that system through remainder of the wet season. So, I guess answer to your question, we're working at spending the remainder of the first $5.5 million, $6 million between now and the end of the December, some of those bills may not come in until middle of January and then the remaining $2.5 million to $3 million will be spent in December, January, February and in the March. Marco A. Rodriguez – Stonegate Securities, Inc.: Got it, thank you.

Your next question comes from [Derek Macpherson]. Please go ahead.

Good afternoon guys. Frederick H. Earnest: Hi Derek.

I just had a quick question on Las Cardones – you guys mentioned at the analyst day that you're expecting a permitting update from Invecture Group there. I am just wondering if there was any update on timing and then just a follow up with that, at what point of process would you guys have to start contributing capital when they made a decision there? Frederick H. Earnest: Derek thanks for that question. We didn't touch on Las Cardones for those listening in. You’ll recall that last February we announced that we had entered into an earning agreement with Invecture Group for why could earn a 62.5% interest in what was then called the Concordia project in Baja, California. Invecture has re-branded the project, renamed it as the Las Cardones project just for clarity for those who may not have been aware of that that name change. Invecture has indicated to us that they have filed the permit applications for the change of forest land use permit and also for the environmental permit. The latter part of October community meetings, public consultation meetings were held in the city of La Paz related to the environmental permit. The guidance we’ve been given by Invecture is that they are expecting to receive the environmental permit, if all goes well, prior to the end of this year. And it looks as though the change of forest land use permit will be issued some time in the later part of the first quarter of next year. That’s the best guidance that I can give with regards to the timing for receipt of those permits. In regards to your questions as what will be our capital contributions, if they and when they complete the Earn-in Agreement. If you recall that the Earn-in Agreement is structured such that upon exercise of the agreement Invecture will pay to us, a payment of $20 million. Initially, we will go forward with the project as a joint venture project, obviously, the next steps will be the undertaking of the engineering studies, redoing the – or refreshing the feasibility study and getting to the point that we are able to evaluate the stated objective of the parties, which those of you are familiar with the agreement or we call that the stated objective of the parties is to take and publicly list the company that owns the Las Cardones project. If we are successful in that, our exposure to capital costs or contributions to the joint-venture will be short lived and fairly minimal as the only expenses would be the undertaking of engineering studies. Should that process be delayed for more than six months? We still don’t anticipate that our contribution would be more than $5 million or $10 million over the first year, and that would be on a very aggressive moving toward project development basis. We expect to be net positive on cash from the Las Cardones project by virtue of receiving $20 million spending less than that. Although for budgeting purposes, we are considering that $20 million that we receive will be at reserve against that project. Hope that answers your question, [Derek].

Yeah, thank you. Frederick H. Earnest: Are there any other questions?

Next question comes from Joseph Reagor. Please go ahead. Joseph Reagor – Global Hunter Securities: Hi, guys. Most of my questions have been answered, but just real quick, can you go over exactly what the difference was between the two press releases? Frederick H. Earnest: Yeah, absolutely. Those of you who have been watching the wire this afternoon, we issued an amended press release about an hour before the call. On the second page of the press release in the table, that’s titled November 2012 Guadalupe de los Reyes resource estimate, under the second column, the one that has the heading metric tons, as the release was announced prior to the market this morning, it had imprints of times 1,000 tons that are stated in that column are actual tons. The number of tons of indicated resource is in fact $6.8 million and $3.2 million having the inferences times 1000 would have implied that there were billions of tons and if you had done the math, you would have come out with hundreds of millions of ounces of gold and billions of ounces of silver, and that was in air that we discovered mid day. And even though all the references in the press release were correct, we thought that the appropriate thing to do was to reissue the press release, correct that. Joseph Reagor – Global Hunter Securities: Okay, thanks guys. John F. Engele: Yeah. Frederick H. Earnest: Are there any other questions?

(Operator Instructions) Frederick H. Earnest: Well there are no other questions we would like to take this opportunity to thank those of you who have joined the call. We look forward to very exciting next six months as we complete the preliminary feasibility study for Mt. Todd as we announced resource estimate. We will be making interim announcements on drill results from Mt. Todd, and then we’ll look forward to completing the feasibility study just about six months from now. And so I think that the next half a year is going to be a very exciting time. We expect that as we are able to complete our plans and demonstrate the value that we think the strategy with the two phase development brings to the Mt. Todd project that we will be able to demonstrate why we have spent a considerable amount of money on the Mt. Todd project and why we think that there is great value opportunity here. So I encourage you to continue to watch results from the Company and once again, we’d like to thank you for taking the time this afternoon to join us on this call. Have a good afternoon everybody.

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