Fred Earnest – Chief Executive Officer John Engele – Senior Vice President and Chief Financial Officer

Ladies and gentlemen welcome to the Vista Gold's Year End 2015 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, Wednesday, March 2, 2016. It is now my pleasure to introduce Vista's President and CEO, and your host, Mr. Fred Earnest. Please go ahead, sir.

Thank you very much Aron. Good afternoon, ladies and gentlemen. Thank you for joining Vista Gold Corp’s 2015 annual financial results and corporate update conference call. I’m pleased to be joined on this call by Jack Engele, our Senior Vice President and CFO; and Connie Martinez, our Director of Investor Relations, both here in our corporate office in Denver Last year we indicated that 2014 was a pivotal year in the financial stability of the company. And I’m pleased to report that in 2015 we were able to build on the momentum of 2014 and significantly improve the financial position of the company. For the year ended December 31, 2015, we reported net income of $1 million or $0.1 per share. We are pleased to be in this enviable and unique position among our peers. With cash and short term investments comprise of government securities of approximately $12.9 million and no debt, we believe that the company is now funded into 2018. This improved financial position has been achieved without shareholder dilution and without undertaking any future obligations. Jack Engele will discuss our financial results in greater detail. After I conclude these introductory remarks. We continue to focus on the Mt. Todd Gold project in Australia. We are presently working to gain the approval of the one remaining federal environmental authorization and to complete technical and economic studies that we hope will improve project economics and move the project closer to development. During the year, the value of the Australian dollar continued to decline closing the year at just under US$0.73 per Australian dollar. This has helped bolster the project economics in an environment of weak gold prices. I will discuss the Mt. Todd Gold project and the impact of foreign exchange rate changes in greater detail later in the call. In the course of this call, we will be making forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that 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-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, and following his discussion of the financial results, I will discuss our progress at the Mt. Todd Gold project.

Thank you, Fred, good afternoon everyone. I’ll start with statement of income and loss for December 31, 2015. Although we are generally expected to report losses for 2015 we reported net income of $1 million or $0.01 a share. The income is a result of the $10.2 million of payments we received from the Australian government under our research and development incentive program for qualifying expenditures we incurred in 2012 and 2013. We also had a $2 million gain on the disposal of the Los Cardones gold project in 2015. The main components of our cash expenses for the year included $3.9 million at Mt. Todd and $3.4 million for corporate G&A. In addition we recorded $3.9 million of non-cash expenditures, including a $1.6 million mark-to-market loss on our Midas Gold Shares and about $800,000 for stock based compensation. The $3.9 million of Mt. Todd cash operating expenses includes fixed site maintenance and management cost of $2.2 million, and discretionary proof-of-concept drilling programs have totalled about $700,000. Although we had similar discretionary programs in 2014, total amount to our cash expenditures in U.S. dollars remained fairly constant year-over-year because of the favorable U.S. dollar, Australian dollar foreign exchange in 2015 compared to 2014. The $3.4 million for corporate G&A includes about $0.5 million for a discretionary program involving the relocation of our used mill equipment to a more cost effective warehouse and the sand blasting and painting of the mill equipment to improve it’s market ability. Excluding this discretionary program, the 2015 level of G&A spending was substantially unchanged from 2014 levels. Turning to our balance sheet and liquidity. Our working capital totalled approximately $14.4 million as of December 31, 2015. Our cash and cash equivalents as of December 31, totalled $4.9 million. This is a $9.2 million net increase in cash for the year. The sources of the cash increased $10.2 million of payments we received from the Australian Government, under the research & development program, the $3 million we received from the sale of the Los Cardones project to Invecture, $2.8 million we realized from the sale of $8 million of our Midas Gold Shares, and about $0.5 million auction payment for the Guadalupe de los Reyes project from Great Panther Silver. Looking ahead, at Mt. Todd, we expect our 2016 fixed costs to average approximately $650,000 to $750,000 per quarter, with seasonal fluctuations assuming the U.S. dollar, Australian dollar foreign exchange rate remains in the current range for the year. This is down slightly from our former guidance mainly because of the favorable foreign exchange rates. In addition, we’re prepared to consider selected discretionary programs, such as technical studies. Fred, will comment a little later on a technical study that we have started and possibly exploration programs that could be expected to add value at Mt. Todd, and better position us to quickly advance to project development when economic conditions weren’t. Our 2016 corporate G&A fixed costs are expected to average about $750,000 to $800,000 per quarter. This guidance is unchanged from our former guidance. We believe that we have sufficient cash to fund our basic fixed costs into 2018. The scope of any discretionary programs that were introduced could effect that timing of course, we have no plans to issue equity at current market prices. We expect to continue to fund the company for the non-diluted means. Possible sources of future non-diluted financing include finding a new partner for the Guadalupe de los Reyes project. The sale of our used mill equipment and depending on market conditions, the sale of some or all of our 7.8 million shares of Midas Gold. Future Australian R&D incentive program payments if any are expected to be significantly smaller than those received in 2015. As a result unlike 2015 we do not expect to report net revenue in 2016. In summary, 2015 was a very good year for Vista. We recorded cash income, our cost remain well under control, we had and continue to have a very favorable U.S. dollar, Australian dollar, foreign exchange rate, our treasuries in good shape, and we have a pipeline of additional sources of non-diluted financing. That concludes my comments. Fred will now give you an update on recent event at Mt. Todd.

Thank you, Jack. First I would like to comment briefly about the Guadalupe de los Reyes project. This is a non-core project for Vista. And we intend to seek a new partner who can advance the project to a development decision. The work completed by Coboro Minerales de Mexico the Mexican subsidiary acquired by Great Panther Silver from Cangold Limited has confirmed the previous understanding of the deposit and added to the knowledge base for the project. We are not disappointed to have project returned to us and believe that the potential for development of the project has not changed significantly outside of the obvious consideration of metal prices. We have recently been approached by a couple of parties expressing an interest in the project. I’m pleased to announce that our Mt. Todd site management team completed three years without a last time action in June of 2015 and are well underway to completing a fourth year. We are very pleased with our health, safety, environmental and social achievements and take our stewardship in these areas very seriously. Before I address other matters of Mt. Todd, please allow me to add a few comments with respect to the activities that qualified us for the U.S. $10.2 million in research and development rebate in Australia. At the Mt. Todd project, we have a very significant environmental obligation which comprises a material part of our project holding costs. Water Management, especially the management of acid rock drainage from various unreclaimed sources around the project is an important part of our environmental commitment. Starting in 2011, we began to investigate water treatment methods and protocols to effectively and efficiently treat the acid rock drainage and allow us to decrease the water inventory at the site. I’m pleased that the methods and protocols developed by Mt. Todd team have been extremely effective and cost efficient in treating the acid rock drainage that originates on the Mt. Todd site. Subsequently, the team working with the various consultants developed an automated water sampling and analysis network. The data provided by this network coupled with a detailed analysis of the quality of the treated water has allowed us to automate the discharge of treated water in accordance with our environmental permits. In addition to the obvious benefits for the Mt. Todd project, the treatment methodology and protocols coupled with the automated sampling analysis network is now being recommended by the Northern Territory to other companies with similar water management challenges. We are pleased that our efforts have been recognized, both within the research and development rebate program and within the realm of environmental stewardship within the Northern Territory. With regards to the Gouldian Finch. In December 2015, we filed our request for an authorization of a controlled activity with the Commonwealth Department of Environment. As required by the Environmental Protection and Biodiversity Conservation Act. The filing was delayed by the request for additional studies and the numerous meetings that were held with our stakeholders and the Northern Territory peer review group. We are satisfied that we have presented a plan that appropriately addresses the habitat and needs of a healthy Gouldian Finch population near the project or request is now being reviewed and we are hopeful that it will be approved in the coming months. Turning to the technical and economic aspects of Mt. Todd. We have recently retained a team of experience and highly respected industry experts to review key areas of the project. The metallurgical review has the goal to identify opportunities to improve the gold recovery. The process engineering and plant design review as focused on opportunities to reduce the initial capital cost of the process plant area. We have undertaken a review of the pit slope designs to identify opportunities to reduce the stripping ratio. The mine planning and scheduling review is focused on ways to improve the grade to the plant and to reduce the initial capital and operating costs. The power plant review is addressing the adequacy and reliability of the proposed power plant as well as the alternatives that may reduced the initial capital. We are also reviewing the EPCM costs and project implementation strategy. This work is progressing well and we hope to review the final recommendations in the coming weeks. We hope that this exercise will identify opportunities to improve the project economics and hope that this may move the project closer to development. Given the history of Mt. Todd, the general lack of capital for new gold mining projects and our continued goal to develop a project that will appropriately reward our shareholders, we believe an unlevered after tax internal rate of return in excess of 20% will be required for development of Mt. Todd. Accordingly, we continue to closely monitor the macroeconomic factors that affect the Mt. Todd project internal rate of return, including the impact of the foreign exchange rate. As previously disclosed 60% to 70% of the initial capital is denominated in Australian dollars, as our 65% of the operating costs, with softening equipment prices, lower steel prices and the Australian dollar, now worth close to US$0.70. The initial capital costs and operating costs understandably improved. The recent increase in gold price without a corresponding increase in the exchange rate reinforces our view that the Australian economy demonstrates a greater dependence on the export natural resources such as coal and iron ore than it does on the price of gold. We see nothing on the immediate horizon that will change this. In conclusion, the recent gold price improvement confirms what we have stated previously that is Vista continues to provide its shareholders with exceptional leverage to improving gold prices. We are focused on positioning the Mt. Todd project to be advanced quickly as market conditions improve. We continue to seek every opportunity to create value for our shareholders. We believe that the cash and short-term investments that we have will allow us to fund our corporate obligations and basic fixed costs into 2018. We remain focused on the effective use of financial resources and expect to continue to maintain a solid balance sheet without further dilution to the Vista shareholder. Since the start of this year, the price of gold has improved to approximately $1,235 per ounce from last year’s close of $1,060 per ounce. This is 16.5% improvement during the same time, the GDXJ, we consider this to be proxy for the group of our peers, has improved approximately 34% by steady improvement in the gold price, and Vista share price has improved by approximately 72%, twice the improvement in the value of the GDXJ, and four times the improvement in the gold price. We believe that this will leverage to the price of gold as a manifestation of the markets recognition of the value of the work that has been completed to position the Mt. Todd project for quicker development and also our ability to move forward toward a development decision of Mt. Todd without the need to dilute our share holders at present share prices. We believe that Vista is a compelling investment opportunity. This concludes our prepared remarks. And we’ll now be happy to respond to any question from participants from this call.

[Operator Instructions] And we’ll go first to Adrian Day.

Yes, hey, Fred, good afternoon. I want to ask a question if I may about Guadalupe de los Reyes, obviously your cash position today is a lot, lot stronger than it was a couple of year ago when we do first with the predecessor to Great Panther. Is your priority at the moment, you said it’s a non-core asset, is your at the moment just to kind get some cash now or could we say your priority maybe given the cash position of the company, would be to find a partner that’s actually going to do some work advance and hopefully with a reward just later on. Does that make sense?

It does absolutely, Adrian. And thank you for the question. We just received the news that we are getting the project back last week. And we have already received a couple of phone calls expressing interest in negotiating some sort of – or some form of new arrangement with regards to Guadalupe de los Reyes, we obviously are very interested in the type of arrangement that will create value for the Vista shareholder. And that may take either of the forms that you’ve mentioned, it maybe an outright sale or structure of an option agreement that provides cash to us. Obviously something that’s going to be very critical for us is, that somebody who has the capacity technically, financially to advance the project, to do the work on the ground, to move the project forward. Certainly we are in a better cash position than we were when we did the deal with Cangold, the predecessor to Great Panther Silver a couple of years ago. That might lead us to lean more toward a project or a type of arrangement where and there’s an earning that doesn’t require us to expend cash in the short-term, but gives us exposure to the upside benefit of a project long-term.

Okay, okay. Thank you

Thank you Adrian.

[Operator Instructions] And will take a follow-up from Adrian Day.

Yes, second question if I may Fred, I’ve asked every quarter, I think for the last few quarters, is there any progress on the mill, are people interested, is it the prize or is it just not a lot of people with the casual capacity to buy a mill at this point?

Adrian, Jack alluded to the fact that the in the last quarter of last year, we undertook an activity to consolidate the mill equipment into one location. Due to the depressed real estate market in Calgary, we took advantage of the opportunity to move all of the equipment that was in storage in Edmonton, which was basically the ball mills, SAG mill, the gyratory crusher. We moved that equipment to Calgary we now have rented a warehouse with an overhead crane. We’ve cut our storage costs in half. And in the process of moving and consolidating this equipment we took the opportunity to sandblast and paint all of it. And the equipment is now in a position where it shows very nicely. The challenge in achieving a sale of the equipment was probably two-fold before one was that the equipment was in the state that it was extracted or removed from the mine site at Colomac, various different colors, several layers of paint showing through it and it was spread out in two different locations. That coupled with the fact that there just hasn’t been a lot of demand for mill equipment or just not been a lot of expansion projects or construction of new projects. However, with the improvement in metal prices, we’re hopeful that we’ll start to see a little bit of interest a little bit more of activity in the used mill equipment space. One of the things that we have learned in the past months is that this particular mill 10,000 ton per day capacity is the only one in its size class which positions us a little better to actually be able to achieve the sale of this equipment. And so we’re – we done, we’ve taken the steps that we think are appropriate to position the equipment to be able to sell it. But I think that more than anything it’s still to a very great degree market driven and it will depend on a sustained and continued improvement in the price of gold and that may drive us to the point where we actually start to see some interest and buyers that can offer an attractive arrangement whether it's cash, or cash and shares or an equity position in a project, whatever. But I think that's what it's going to take to get the mill equipment sold.

Okay great, thank you.

And we will go next to Ralph Wanger [ph].

Yes I have my way two-part question I had. And I've been watching companies like NewMarket having done some deals bodes in Canada and in Australia; stock has done very well, as a result moving forward with some new exploration project. So the question I have is with the Australian gold price higher because of the dollar. What are some of the options as to move this project forward in later this year or next year. I’ve seen a number of independent do moneyor I guess private money moving into the border. And I think there must be something like that going on in Australia too. So the question is they are really coming back to is what can be done to move Mt. Todd ahead once you get the rest of the permits – environmental permits.

Ralph, thank you. So this is a very important question and one that we wrestle with on an ongoing basis. Two facts, are obvious today, first is that the market is not interested in financing the development of new projects, that are in the hands of developers. And second, even if the market we’re throwing money at developers would be a difficult decision to incur the dilution at our present share price, in order to secure the needed financing. And honestly it would be contrary to the capital discipline that has guided our actions over the last several years. Given the current exchange rate, equipment prices and other macroeconomic factors that have moved favorable for the project, we now estimate that the capital to build Mt. Todd is about 30% less than estimated three years ago. This is still a significant sum. And we were focused on the 33,000 ton per day cases as a much lower CapEx and provides us with the opportunity to expand the project to 50,000 tons per day, if justified at a later date. As the gold price improves and if it does so in a sustained manner, we expect that our share price will improve. Now whether it will improve to the point that would allow us to undertake financing to build the project on our own it a point of uncertainty. We're satisfied that the banks, particularly the Australian banks remain interested in providing debt financing. And one of the alternatives that we’ve given through this consideration to is that of a joint venture with an established producer. One with the strong balance sheet and new project construction and operations experience. We feel that Mt. Todd could bring or could offer synergistic advantages such as an increase in reverses, geopolitical diversification, production profile growth or average cost of production improvements just to name a few to any of a number of companies. We are keenly interested in preserving shareholder value and….

Yes, I mean I probably I agree with everything you said I really not – I’m really talking about looking about 2017, 2018 timeframe but at the same time I believe if the stock has done well, look at it with other kind of similar companies and people to own ounces in the ground which has been a good policy of U.S. in the past. But at the same time I see its really not a lot of the exploration projects coming forth. And listening to the big guys everyone has, I had listened to a comment one AEM really everybody is trying to find smaller medium sized or some kind of properties whereby they can get a real footage into some major production gold FY’18 or so. You know what I’m talking about. So that’s why I say obviously it’s – obviously it’s a difficult to be in dilution I don’t like dilution but at the same time you know some times you can balance that you think that you will get your project moving. And I’m talking really 2018 timeframe.

Well, Ralph let me just kind of add aggressively one another…

Yes.

One another factor of the project. And that is the work that’s been done to position the Mt. Todd project, we talked about the financing and I've mentioned that we would…

Yes.

We would under the right circumstances consider a joint venture type of arrangement. There is strategic financial partners that could be considered as well. And in all of this dilution and creating value for our shareholder is an important consideration. But let me suggest the following: the work that we've done to position the Mt. Todd project truly makes it one of a less than a handful of projects that are truly positioned to be built as the price of gold improves. The feasibility study engineering is significantly advanced. The infrastructure for the project already exists. We have paved roads to site. We have tailing storage facility that will handle the first – third of the production that’s proposed for the project. We have a natural gas pipeline which is extremely critical to the project because it allows us to be able to generate power at a rate or at a cost that’s far below what we could buy power from the grid. Freshwater storage reservoir is already constructed it was built for previous operation. All of these things exist and were paid for by other people. We have the environmental impact statement that has already been approved. We’re in that as I indicated, we believe the final months of getting the last environmental permit for the project. The project is located in the Northern Territory of Australia. It’s a great mining jurisdiction we enjoyed great support from government. We have a great relationship with the local stakeholders including the Jawoyn [ph] have original people. The bottom line of this is that, we have a project that I think that in this period of time when the gold price has been down we’ve taken all of the appropriate steps to position the project to be able to move forward very quickly. Many of our peers talk about developing projects, so positioning projects, so that they can be developed quickly. But the honest truth is that they’re just starting their permitting. Or they’ve not yet begun their feasibility study. Or they recognized that they’re going to have to build study or they recognized that they are going to have build a significant amount of infrastructure and it’s going to take them months if not more than a year to develop that infrastructure. Mt. Todd doesn’t have those challenges literally from the point that we get to a decision point, where we’ve arranged financing and we’ve overcome that hurdle and if that means dilution point, if it means that there’s a partnership or some other arrangement so be it as well. But once we get to that point. Literally within a period of weeks we will be able to mobilize and have contractors on site to start, first of all the demolition of the foundations from the previous operation and to begin the work of moving forward with the construction of a new project. So this is a project that truly is positioned to move forward as the gold price improves and when we get to the point that we have the economics to support it and/or able to by one means or another achieve the financing necessary to develop the project.

Thank you, thank you. Now you’ve done a very great job. I’m not – I mean finally lot of my shares are positive, so what I have to – so I’m very satisfied I have patient. Thank you.

Thank you, Ralph.

And we have no questions holding at this time.

Well, if there are no further questions. I would just like to take this opportunity to thank everybody for joining us on the call this afternoon. I believe that we have a very interesting opportunity before us as I indicated I believe that Vista is a compelling investment opportunity. I would invite you to look at us closely. If this is the time for you to make an investment in a company that exhibits the kind of leverage to the rising gold price that Vista does, please go out and buy shares in the market. If you require additional information please feel free to contact Connie Martinez. And if needed I will be happy to spend time with you as well. With that I wish you all a very good afternoon. And thank you again for joining our call.

This does conclude today’s conference. Ladies and gentlemen, we thank you for your participation. You may now disconnect.